The terms of the software license agreement included with any software you download will control your use of the software.
INTEL BOOT LOADER DEVELOPMENT KIT LICENSE AGREEMENT
IMPORTANT – READ BEFORE COPYING, INSTALLING OR USING.
General Terms and Conditions
This Agreement (“Agreement”) is by and between Licensee and Intel Corporation, a
Delaware corporation, having its principal place of business at 2200 Mission College
Boulevard, Santa Clara, California 95054 (“Intel”) and is effective as of the first
date Licensee copies, installs, uses or loads the software identified in this Agreement
or any associated materials (“Effective Date”). Intel and Licensee are sometimes
referred to individually as a “Party” and collectively referred to as the “Parties”.
source language’ and designed and delivered to Licensee by Intel under this Agreement.
‘assembly source language’ and designed and delivered to Licensee by Intel under
program a computer's processor uses to get the computer system started after power-on
by managing the data flow between the computer's operating system and attached devices
such as the hard disk, video adapter, keyboard, mouse, and printer.
Code and C Code and Reference Drivers together as well as any and all tools, including
the BLDK Tool Suite, provided by Intel for the purposes of implementation.
offered in the Boot Loader development kit.
kit tools set composed of the compiler, debugger, and GUI integrated development
ultra-basic input/output system program a computer’s processor uses to get the computer
system started after power-on, with some basic initialization of memory, until handoff
to the Operating System.
language’ and designed and delivered to Licensee by Intel under this Agreement.
defined in 17 U.S.C. §101 as “derivative works” of existing copyrighted material.
For purposes of this Agreement, Derivative Works shall include both Derived Source
Code and Derived Object Code.
Derivative Works that is the Object Code derived from Source Code and/or Derived
Derivative Works that is the source code derived from Source Code by modifying the
Source Code in any way.
is inserted into the programmable read-only memory of a computer system, thus becoming
a permanent part of a particular computing device.
core logic chipset designed for an Intel Processor, released by or on behalf of
Intel, and marketed under Intel’s (or Intel licensed) trademarks.
by Intel and released by or on behalf of Intel and marketed under Intel’s (or Intel
property rights worldwide arising under statutory or common law, including without
limitation that which is acquired or obtained under a contract with a third party,
and whether or not perfected, comprising any of the following: (i) copyrights, copyright
applications, copyright registrations, mask works and mask work registrations; (ii)
rights relating to the protection of trade secrets and confidential information;
(iii) patent rights; (iv) any right analogous to those set forth in this Section
in foreign jurisdictions; and (v) any renewals or extensions of the foregoing (as
and to the extent applicable) now existing, hereafter filed, issued or acquired.
For clarification, Intellectual Property excludes trademarks, trade names, service
marks, and trade dress, whether or not recognized.
these terms or, if such individual is accepting these terms on behalf of a legal
entity (such as a corporation, partnership, agency, etc.), “Licensee” means such
the Source Code, including all computer programming code, entirely in binary form,
which is directly executable by a computer and includes those help, message, overlay,
and other files necessary for supporting the intended use of the executable code.
as part of the Source Code that are marked or tagged by Intel as Reference Drivers.
BLDK Libraries and Reference Drivers delivered to Licensee by Intel under this Agreement,
along with all Intel-delivered tools, documentation, specifications, and schematics
legally recognizable entity, any other such entity Controlling, Controlled by, or
under common Control with such entity. “Control” means (i) ownership of fifty percent
(50%) or more of the outstanding shares representing the right to vote for members
of the directors or other managing officers of such entity, or (ii) for an entity
which does not have outstanding shares, fifty percent (50%) or more of the ownership
interest representing the right to make decisions for such entity. An entity shall
be deemed a Subsidiary so only so long as such Control exists.
improvements and/or proposals made by Licensee, or an Intel-approved contractor
under Section 5(b) of this Agreement, to Intel regarding changes and/or improvements
to the Source Code or the BLDK (which may include Derivative Works of the BLDK).
Such Suggestions may include, but not be limited to, any specific proposed changes
to be made to the Source Code (made at Licensee’s option, to Intel) for the purpose
of fixing any errata in the Source Code or enhancing a feature or functionality
of the Source Code, and/or any Derivative Works of the Source Code created by Licensee
and delivered to Intel.
non-transferable, royalty-free license under Intel’s copyrights in the ASL Code,
Assembly Code and C Code, BLDK Libraries, BLDK Tool Suite and Reference Drivers
components of the Source Code to:
Code of the ASL Code, Assembly Code and C Code, BLDK Libraries, BLDK Tool Suite
and Reference Drivers, and distribute externally to Licensee’s customers the Object
Code of the ASL Code, Assembly Code and C Code, BLDK Libraries, BLDK Tool Suite
and Reference Drivers for the sole purpose of supporting the corresponding Intel
Chipsets and/or Intel Processors specified in Addendum B of this Agreement;
Assembly Code and C Code, (b) Reference Drivers, and (c) BLDK Libraries for the
sole purpose of supporting the corresponding Intel Chipsets and/or Intel Processors
specified in Addendum B of this Agreement for use with the BLDK;
Code form only, the Derivative Works of the BLDK Libraries and the ASL Code, Assembly
Code and C Code created by Licensee pursuant to the license granted to Licensee
under subsection 2a)i)(2) above for the sole purpose of supporting the corresponding
Intel Chipsets and/or Intel Processors specified in Addendum B of this Agreement
for use with the BLDK;
Works of the Reference Drivers created by Licensee pursuant to the license granted
to Licensee under subsection 2a)i)(2) above for the sole purpose of supporting the
corresponding Intel Chipsets and/or Intel Processors specified in Addendum B of
this Agreement for use with the BLDK.
any Suggestions to Intel hereunder, however, if Licensee provides Intel with any
Suggestions, then Licensee hereby grants to Intel a non-exclusive, irrevocable,
worldwide, fully paid-up, royalty-free license, including the right to sublicense
Intel licensees and customers, under any and all of Licensee’s Intellectual Property
rights, the rights to use and disclose such Suggestions in any manner Intel chooses,
and to display, perform, copy, have copied, make, have made, use, sell, offer to
sell, and otherwise dispose of Intel’s, its licensees’, or its sub-licensees’ products
embodying such Suggestions in any manner and via any media Intel chooses, all without
reference to the source of such Suggestions.
this Agreement, Licensee’s right distribute any Source Code, Object Code, or Derivative
Works under Section 2a)i) shall only be permitted subject to the restrictions in
Section 2b) and Section 3 of this Agreement and provided any such distribution is
under a license that is no less restrictive than set forth in this Agreement.
lease, or in any other way transfer or disclose Source Code to any third party or
reproduce or distribute any part of the Source Code, Derived Source Code or Derived
Object Code except as provided in this Agreement, or (ii) modify, distribute or
otherwise use any code, library(ies), software, or materials provided hereunder
in any manner that causes any portion of thereof to become subject to an “open source”
license or “open source” licensing obligations.
of this Agreement, no other license or right to any other Intellectual Property
rights of Intel, including without limitation patents, trademarks, trade secrets
or any other copyrights, is granted to Licensee under this Agreement directly or
by implication, estoppel or otherwise, nor shall Intel be in any way obligated to
grant Licensee any such license or right. Except as expressly granted in Section
2b) of this Agreement, no license is granted to make, use, sell, offer to sell,
import, or distribute any Intel Processor or Intel Chipset.
are and will remain Intel’s property. Licensee will reproduce all copyright, proprietary
information notices, or other notices appearing on Source Code on all copies of
the Source Code Licensee is licensed to make under Section 2a) of this Agreement.
degrade the performance of any processors and/or chipsets manufactured and/or licensed
by Intel by making any damaging Suggestions. A Suggestion made solely to remedy
a problem with a particular software program, to allow that program to run properly
with an Intel Processor and/or an Intel Chipset, shall not be deemed to degrade
performance of that processor and/or chipset.
The Parties agree that the technical coordinators of each Party may meet from time
to time on a mutually agreeable basis. The purpose of such meetings will be to discuss
any Suggestions that Licensee wishes to provide to Intel.
granted by this Agreement. In the event any license and/or royalty fees are to be
paid by one Party to the other Party, such fees shall be set forth in a separate
written agreement between the Parties.
that any information or materials disclosed to or provided to the other Party pursuant
to this Agreement may contain the confidential information (“Confidential Information”)
of the other Party. The Parties acknowledge and agree that any such Confidential
Information shall be governed exclusively by the terms and conditions of the Corporate
Non-Disclosure Agreement between Intel and Licensee (the “CNDA”), which is incorporated
herein by this reference. Intel may need to provide to Licensee certain Intel Confidential
Information of a more proprietary nature than the Intel Confidential Information
covered by the CNDA (e.g., Intel Restricted Secret Information and/or Intel Top
Secret Information). Such information may include, but is not necessarily limited
to, Intel data formats and data related to, or embodying an Intel integrated circuit
design. In connection therewith, Licensee agrees to enter into non-disclosure agreement(s)
that Intel customarily uses for such information, which agreements include the Intel
Restricted Secret Non-Disclosure Agreement (“RSNDA”) and the Intel Restricted Use
Non-Disclosure Agreement (“RUNDA”). The Parties acknowledge and agree that certain
Intel Confidential Information may only be disclosed under a RSNDA and/or RUNDA.
For clarification, Source Code and Suggestions may include trade secrets of Intel.
Except as provided in this Agreement, Licensee will not disclose or otherwise make
any part of Source Code or Suggestions available, in any form, to any person other
than Licensee’s employees whose job performance requires such access. Licensee agrees
to instruct all such employees on these obligations with respect to use, copying,
protection, and confidentiality of Source Code and Suggestions. Even after this
Agreement terminates, the obligations of this section shall remain in effect until
the Source Code and/or Suggestions rightfully becomes publicly known. Licensee agrees
to supply to Intel, upon Intel’s request, the names and job descriptions of your
employees and contractors who have had access to the Source Code and/or Suggestions.
of Section 2b) of this Agreement, if Licensee wishes to have a third party consultant
or subcontractor (“Contractor”) perform work which involves access to Source Code
or Suggestions, Licensee must obtain a written confidentiality agreement from the
Contractor which contains conditions and obligations with respect to Source Code
and/or Suggestions no less restrictive than those set forth in this Agreement.
of this Agreement confidential and shall not now or hereafter divulge these terms
to any third party except: (a) with the prior written consent of the other Party,
which consent shall not be unreasonably withheld, (b) as otherwise may be required
by law or legal process, according to legal advisors in their capacity of advising
a Party in such matters, (c) during the course of litigation, so long as the disclosure
of such terms and conditions are restricted in the same manner as is the confidential
information of other litigating parties, or (d) in confidence to its legal counsel,
accountants, banks and financing sources and their advisors solely in connection
with complying with federal and state securities and banking rules and regulations,
provided that in (b) through (d) above, (i) the disclosing Party shall use all legitimate
and legal means available to minimize the disclosure to third parties, including
without limitation, seeking a confidential treatment request or protective order
whenever appropriate or available, and (ii) the disclosing Party shall provide the
other Party with at least ten (10) days prior written notice of such disclosure
and the opportunity to respond.
publications, advertisements, or other announcements without Intel’s prior written
consent. In the event Intel permits Licensee to either disclose the existence of
this Agreement and/or use Intel’s name in any publications, advertisements, or other
announcements, Licensee shall only do so in accordance with Intel’s express written
guidelines. For clarification, Licensee does not have any rights to use Intel’s
trademarks under this Agreement.
PROPERTY AND/OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR LOST PROFITS, EXPECTED REVENUES, OR DEVELOPMENT OR SUPPORT COSTS
ARISING FROM ANY TERMINATION OF THIS AGREEMENT, NOR SHALL EITHER PARTY HAVE ANY
LIABILITY FOR ANY INDIRECT, SPECULATIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTIONS OR LOSS OF PROFITS, HOWEVER
CAUSED, IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY
OF ANY SUCH DAMAGES. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION
TO JURISDICTION. THE SOFTWARE AND MATERIALS LICENSED HEREUNDER ARE NOT DESIGNED
OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION
SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH
THE FAILURE OF THE SOFTWARE OR MATERIALS LICENSED COULD LEAD TO PERSONAL INJURY
OR DEATH. YOU SHALL INDEMNIFY AND HOLD INTEL HARMLESS AGAINST ALL CLAIMS, COSTS,
DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEY FEES ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THE UNINTENDED USE OF THE SOFTWARE OR MATERIALS LICENSED AND ANY CLAIM
OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE,
EVEN IF SUCH CLAIM ALLEGES THAT INTEL WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE
OF THE SOFTWARE OR MATERIALS. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED
LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND
LICENSEE. INTEL WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE OR MATERIALS WITHOUT SUCH
of Licensee. Licensee makes the following representations, warranties and covenants
to Intel as of the Effective Date, and to the best of Licensee’s knowledge, and
continuing through the term of the license grants to Intel under this Agreement:
that is in conflict with any of the provisions of this Agreement and Licensee shall
not enter into any such conflicting agreement during the term of this Agreement;
as attached hereto as Addendum A, for Suggestions which are delivered to Intel hereunder,
and any such Certificate of Originality shall be factually complete and true.
PROVIDED IN THIS SECTION 7, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
shall not Assert any Intellectual Property rights against Intel, its Subsidiaries
or affiliates, or their customers (direct or indirect), distributors (direct or
indirect), agents (direct or indirect) and contractors (direct or indirect) for
the manufacture, use, import, offer for sale or sale of any of the Source Code or
any similar BLDK implementation code or method for so long as Intel does not Assert
any Intellectual Property rights against Licensee, its Subsidiaries or affiliates,
or their customers (direct or indirect), distributors (direct or indirect), agents
(direct or indirect) and contractors (direct or indirect) for the manufacture, use,
import, offer for sale or sale of Licensee’s BIOS software or Firmware products.
For the purposes of this Section, “Assert” means to bring an action of any nature
before any legal, judicial, arbitration, administrative, executive or other type
of body or tribunal that has authority to adjudicate such action in whole or in
to abide by the provisions of this Agreement, Intel may immediately give notice
of its intent to terminate this Agreement by written notice to Licensee. Intel may
terminate the agreement ninety (90) days after such notice is given, if correction
is not made within that time. Intel’s right to terminate is in addition to any other
rights Intel may have.
a breach of this Agreement by Licensee, Licensee and its distributors shall cease
distribution of Derived Object Code and immediately return to Intel all copies of
Source Code, and undistributed copies of Derived Object Code, and certify to Intel
that they have been returned.
years and shall expire on the fifth anniversary of the Effective Date unless terminated
or extended by the Parties in writing. The following sections shall survive expiration
or termination of this Agreement: 2a), 2b), 3a), 3b), 4, 5, 6, 7, 8, 9c) and 10.
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.
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.
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.
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.
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.
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
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
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.
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.
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.
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.
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.
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.
ADDENDUM A CERTIFICATE OF ORIGINALITY
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:
ADDENDUM B PLATFORMS AND PRODUCT SKUS
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
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