- Governing Law. All matters arising out of
or related to this Agreement, including without limitation all matters connected
with its performance, shall be construed, interpreted, applied and governed in all
respects in accordance with the laws of the United States of America and the State
of Delaware, without reference to conflict of laws principles.
- Jurisdiction. All disputes and litigation
arising out of or related to this Agreement, including without limitation matters
connected with its performance, shall be subject to the exclusive jurisdiction of
the courts of the State of Delaware or of the Federal courts sitting therein. Each
Party hereby irrevocably submits to the personal jurisdiction of such courts and
irrevocably waives all objections to such venue.
- Dispute Resolution. Any dispute arising directly
under the express terms of this Agreement or the grounds for termination of any
rights granted under this Agreement shall be resolved as follows: First, within
forty five (45) days from one Party’s written request to the other, senior executives
of both Parties shall meet to attempt to resolve such dispute. If the senior executives
cannot resolve the dispute, either Party may then make a written demand for formal
dispute resolution by tendering to the other Party notice of the dispute and its
intent to invoke the terms of this Section. The Parties agree to meet within ninety
(90) days of such a demand with an impartial mediator selected by mutual agreement
to consider dispute resolution alternatives other than litigation. In the event
the Parties cannot agree on a mediator, they shall each select one nominator, who
shall not at that time be employed by either Party, and the two nominators shall
agree on and appoint the mediator. If the Parties have not agreed on an alternative
method of dispute resolution within thirty (30) days after the one-day mediation,
either Party may begin litigation proceedings.
- Notices. All notices permitted or required
under this Agreement shall be in writing and shall be delivered by personal delivery
or by certified or registered mail, return receipt requested, and shall be deemed
given upon receipt or five (5) days after deposit in the mail, whichever is sooner.
- Assignment. Intel may assign its rights or
delegate its obligations, or any part thereof, under this Agreement without prior
consent from Licensee. Licensee may not assign, whether in conjunction with a change
of ownership, merger, acquisition, sale or transfer of all, substantially all or
any part of Licensee’s business or assets or otherwise, either voluntarily, by operation
of law or otherwise, any portion of this Agreement. Any attempt by Licensee to assign
or delegate any rights, duties or obligations set forth in this Agreement without
Intel's prior written consent shall be deemed a material breach of this Agreement
and shall be null and void. Except as provided above, the terms and conditions of
this Agreement shall bind and inure to each party’s successors and assigns.
- Force Majeure. Neither Party will be liable
for any failure to perform due to unforeseen circumstances or causes beyond the
Parties' reasonable control, including, but not limited to, acts of God, war, riot,
embargoes, acts of civil or military authorities, earthquakes, fire, flood, accident
- Independent Development. This Agreement does
not preclude Intel or Licensee from (i) evaluating or acquiring technologies from
third parties not a party to this Agreement, (ii) independently developing technologies
without access to or use of Confidential Information, (iii) distributing or marketing
technologies or products similar to those noted in this Agreement, or making and
entering into similar arrangements with other companies so long as such Party does
not violate its confidentiality obligations hereunder or infringe or misappropriate
any intellectual property rights of the other Party. Neither Party is obligated
by this Agreement to make any such similar products or technologies available to
- Relationship of the Parties. The Parties hereto
are independent contractors. Neither Party has any express or implied right or authority
to assume or create any obligations on behalf of the other Party or to bind the
other to any contract, agreement or undertaking with any third party. Nothing in
this Agreement shall be construed to create a partnership, joint venture, employment
or agency relationship between Licensee and Intel. Except as specifically stated
herein, the Agreement is not intended to benefit, nor shall it be deemed to give
rise to, any rights in any third party.
- Waiver. The failure of either party to require
performance by the other party of any provision hereof shall not affect the full
right to require such performance at any time thereafter; nor shall the waiver by
either party of a breach of any provision hereof be taken or held to be a waiver
of the provision itself.
- Severability. The terms and conditions stated
herein are declared to be severable. If any paragraph, provision, or clause in this
Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction
in which this Agreement is being performed, the remainder of this Agreement shall
be valid and enforceable and the Parties shall use good faith to negotiate a substitute,
valid and enforceable provision which most nearly effects the Parties’ intent in
entering into this Agreement.
- Export Control. Any export, re-export or transfer
by either Party or its subsidiaries subject to this Agreement, including any good,
software, service, technical data or system incorporating such items, shall comply
with: (i) U.S. export control requirements, including, without limitation, the Export
Administration Regulations, International Traffic in Arms Regulations and requirements
administered by the U.S. Department of the Treasury's Office of Foreign Assets Control
Regulations; and (ii) applicable export control laws of any country.
- Language. This Agreement and all Addenda and/or
Exhibits hereto shall be in the English language. This Agreement and all Addenda
and/or Exhibits hereto may be translated into an alternative language by a Licensee
for a Licensee’s internal records. The English language versions of this Agreement,
any Addenda or Exhibits hereto, and any related agreements between the Parties (e.g.,
the CNDA) shall control at all times for purposes of contract interpretation, dispute
resolution and litigation.
- Entire Agreement. The terms and conditions
of this Agreement, together within any Addenda hereto and any Exhibits thereto,
constitute the entire agreement between the Parties with respect to the subject
matter hereof, and merge and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, implied or
express, with the express exception of the CNDA (or other applicable non-disclosure
agreement (e.g., RSNDA, RUNDA)), as referenced herein. Neither Party shall be bound
by any conditions, definitions, warranties, understandings, or representations with
respect to the subject matter herein, except as expressly provided herein. The section
headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. No modification
or amendment to this Agreement, nor any waiver of any rights, shall be effective
unless in a writing signed by authorized representatives of both Parties. These
terms and conditions will prevail notwithstanding any different, conflicting or
additional terms and conditions which may appear on any purchase order, acknowledgment
or other writing not expressly incorporated into this Agreement.
CERTIFICATE OF ORIGINALITY
This Certificate of Originality must be completed by you when furnishing software
material (program product or offering and related documentation, or other software
material) for Intel.
One Certificate of Originality can cover one complete product, even if that product
includes multiple modules. However, a separate Certificate of Originality must be
completed for the code and another for its related documentation (if any.)
Please leave no questions blank. Write "not applicable" or "N/A" if a question is
not relevant to the furnished software material.
Name of the software material (provide complete identification, including version,
release and modification numbers for programs and documentation):
Was the software material or any portion thereof written by any party other than
you, or your employees working within their job assignment?
Yes ______ No ______
If Yes, provide the following information:
Indicate if the whole software material or only a portion thereof was written by
such party, and identify such portion:
Specify for each involved party:
If the party is a company, how did it acquire title to the software material (e.g.,
software material was written by company's employees as part of their job assignment)?
If the party is an individual, did s/he create the software material while employed
by or under contractual relationship with another party?
Yes ______ No ______
If Yes, provide name and address of the other party and explain the nature of the
How did you acquire title to the software material written by the other party?
Was the software material or any portion thereof derived from any third party's
Yes ______ No ______
If Yes, provide the following information for each of the pre-existing materials:
Name of the materials:
How did you get the right to use the pre-existing material(s)?
Identify below, or in an attachment, any other circumstances which might affect
Intel's ability to reproduce and market this software product, including:
Confidentiality or trade secrecy of pre-existing materials:
Known or possible royalty obligations to others:
Pre-existing material developed for another party or customer (including government)
where you may not have retained full rights to the material:
Materials acquired from a person or company possibly not having title to them:
PLATFORMS AND PRODUCT SKUS
Intel® Atom™ Processor Z5xx Series and Intel® System Controller Hub US15Wx
Intel® Atom™ Processors 400 and 500 Series with Intel® 82801HM I/O Controller
Intel® Atom™ Processor E6xx Series with Intel® Platform Controller Hub EG20T
Intel® Atom™ Processor E6xx Series with other custom or 3rd party platform controllers