“ASL Code” means code written in the ‘ACPI source language’ and designed and delivered
to Licensee by Intel and designed to be compatible with Intel products. Such ASL
Code remains ASL Code regardless of any legends in header files of the ASL Code.
“Assembly Code” means code written in the ‘assembly source language’ and designed
and delivered to Licensee by Intel under this Agreement.
“BLDK” means the Intel® Boot Loader Development Kit, which is an Intel implementation
of the UEFI specification, and is based on the Intel® UEFI Development Kit 2010
(Intel® UDK2010), consisting of Intel BLDK Libraries, ASL Code, DXE Driver, DXE
Foundation Code, PEI Foundation Code, Peripheral Drivers, PEI Modules, Assembly
Code, C Code and Reference Drivers together, as well as any and all documentation
and tools, including the Intel BLDK Tool Suite, provided by Intel for the purposes
“BLDK Libraries” means the core library services offered in the Intel Boot Loader
“BLDK Tool Suite” means the Intel Boot Loader Development Kit tools set composed
of the compiler, debugger, and GUI integrated development environment.
“Boot Loader” means a device and use-case-specific firmware program a computer’s
processor uses to get the computer system started after power-on, with some basic
hardware initialization, until handoff to the operating system.
“BSD License” means the Berkeley Software Distribution License, which is a family
of permissive free software licenses created for the original Berkeley Software
Distribution operating system.
“C Code” means code written in the ‘C source language’ and designed and delivered
to Licensee by Intel under this Agreement.
“Customer” means Original Equipment Manufacturer (a company that makes computer
systems for sale under its own brand name), Independent Authorized Developer (a
company that performs services for Licensee in the development of Licensee’s products),
or Original Design Manufacturer (a company that designs and manufactures computer
systems for Independent Authorized Developers and Original Equipment Manufacturers)
but excluding End Users.
“Derived Object Code” means the subset of Derivative Works that is the Object Code
derived from Source Code or Derived Source Code.
“Derived Source Code” means the subset of Derivative Works that is the source code
derived from Source Code by modifying the Source Code in any way.
“Derivative Works” means those bodies of work defined in 17 U.S.C. §101 as “derivative
works” of existing copyrighted material. For purposes of this Agreement, Derivative
Works include both Derived Source Code and Derived Object Code.
“DXE Driver” means Driver Execution Environment driver, which is a hardware device
driver compliant with the execution environment as defined in the UEFI specification.
“DXE Foundation Code” means the foundational Driver Execution Environment code that
provides the standard function and services that are available to the DXE Drivers.
“End User” means a purchaser or recipient or user of Licensee’s computer products
who does not resell Licensee’s products in the normal course of the End User’s business.
“Firmware” means the programming code that is inserted into the programmable read-only
memory of a computer system, thus becoming a permanent part of a particular computing
“Intel Processor” means processors designed by Intel and released by or on behalf
of Intel and marketed under Intel’s (or Intel licensed) trademarks.
“Licensee” means the individual accepting these terms or, if the individual is accepting
these terms on behalf of a legal entity (such as a corporation, partnership, agency,
etc.), “Licensee” means the legal entity.
“Object Code” means the binary version of 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.
“PEI Foundation Code” means Pre-extensible firmware interface (“PEFI”) initialization
foundation code, which performs basic hardware initialization in order to load and
execute the DXE Foundation Code.
“PEI Modules” means PEFI initialization modules, which are code modules that perform
basic environmental set up prior to initialization of DXE Foundation Code.
“Peripheral Drivers” means code that initializes and operates hardware devices that
are peripheral to the Intel Processor.
“Reference Drivers” means those drivers supplied as part of the Source Code that
are marked or tagged by Intel as ‘reference drivers’.
“Source Code” means the source code of the BLDK Libraries and Reference Drivers
delivered to Licensee by Intel under this Agreement, along with all Intel-delivered
tools, documentation, specifications, and schematics related thereto.
“Subsidiaries” means, with respect to any legally recognizable entity, any entity
Controlling, Controlled by, or under common Control with the 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 the
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 the entity. An entity will be deemed a Subsidiary only so long as the Control
“UDK2010” means the Intel® UEFI Development Kit 2010 (Intel® UDK2010), which is
on openly available implementation of the UEFI framework provided by Intel under
BSD License terms.
“UEFI” means the Unified Extensible Firmware Interface, which is an industry standard
detailing an interface that helps hand off control of the system for the pre-boot
environment (i.e., after the system is powered on, but before the operating system
starts) to an operating system.
LICENSE RIGHTS AND CONDITIONS
LIMITED COPYRIGHT LICENSE: Subject to the terms and conditions of this Agreement,
Intel grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable,
worldwide and royalty-free license under Intel’s copyrights to:
- Reproduce and prepare Derivative Works of
the Object Code and Source Code solely for Licensee’s own internal use, to design,
develop, modify or debug Derivative Works that operate in or in conjunction only
with Intel Chipsets or Intel Processors as specified in Exhibit A;
- Reproduce and distribute BLDK internally for
Licensee’s own use in developing and maintaining products or services supporting
Intel Chipsets or Intel Processors as specified in Exhibit A; and
- Distribute Object Code and Derived Object
Code externally to Licensee’s End Users, either directly or through Licensee’s usual
distribution channels and methods, but only for use with Intel Chipsets or Intel
Processors as specified in Exhibit A. Licensee will distribute all Licensed Programs
under an end user license agreement (“End User License”) containing at a minimum
the terms and conditions set forth in Exhibit B.
ADDITIONAL CONDITIONS: The rights granted under this Agreement are also subject
to the following limitations:
- Licensee will not make any statement that
the Derivative Works are "certified," or that performance is guaranteed, by Intel;
- Licensee will not disassemble, reverse engineer,
or decompile any Object Code provided to Licensee.
- Licensee will not use Intel's name or trademarks
without prior written permission; and
- Licensee may not disclose, distribute or make
commercial use of the BLDK as a stand-alone product.
Except as specifically permitted in Sections 2.1, above, Licensee is not licensed
to use the BLDK in any other manner, including for Licensee’s other internal or
business use or for use in association with any other products. Licensee will not
license BLDK to any third party. Licensee will include all copyright notices in
all full and partial copies of the BLDK, including all Derived Source Code, and
will not deface, obscure or alter any copyright notices.
Licensee is not obligated to provide Intel with comments or suggestions regarding
Derived Source Code or the BLDK received under this Agreement. Should Licensee,
however, provide Intel with designs, comments or suggestions for the modification,
correction, improvement or enhancement of the BLDK or Intel products which may embody
the BLDK (collectively, “Feedback”), then Licensee grants to Intel a non-exclusive,
irrevocable, worldwide, royalty-free license, including the right to sublicense
Intel licensees and customers, under Licensee’s intellectual property rights in
the Feedback, and the rights to use and disclose the Feedback 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 and its sublicenses’ products embodying
the Feedback in any manner and via any media Intel chooses, but without reference
to the source of the Feedback.
DISCLAIMER OF WARRANTY
Neither Intel nor its suppliers make any representation or warranty or condition
of any kind whether express or implied (either in fact or by operation of law) with
respect to the BLDK. Intel and its suppliers expressly disclaim all warranties or
conditions of merchantability or fitness for a particular purpose. Intel and its
suppliers do not warrant that the BLDK is error-free or that operation of the BLDK
will be secure or uninterrupted and hereby disclaim any and all liability on account
thereof. There is also no implied warranty of non-infringement. BLDK is licensed
on an "as is" basis and neither Intel nor its suppliers will provide any support,
assistance, installation, training or other services. Intel and its suppliers may
provide any updates, enhancements or extensions at their sole discretion.
LIMITATION OF LIABILITY
In no event will Intel or its suppliers be liable for: (a) any representation
or warranty made to any third party by Licensee, any agent of Licensee or distributor;
(b) failure of the BLDK to perform as expected; (c) failure of the BLDK to provide
security; or (d) any use of the BLDK or the results or information obtained or decisions
made by licensee’s use of the BLDK.
Intel and its suppliers will not be liable for any direct, indirect, special,
incidental or consequential damages of any kind, even if advised of the possibility
of these damages.
PROTECTION AND SECURITY
Licensee acknowledges that information and materials disclosed or provided to Licensee
pursuant to this Agreement contain Intel trade secrets. Licensee may not disclose
the terms or existence of this Agreement. Licensee may not disclose any Intel trade
secrets or any other Intel confidential information disclosed or provided under
this Agreement. Additionally, such trade secrets and confidential information may
be subject to the provisions of the applicable nondisclosure agreement(s) between
the parties. Licensee will not make BLDK or Derivative Works available in whole
or in part or in any form, to any person other than Licensee's employees who are
designated to work on Licensee's development effort authorized under this Agreement
and who have a specific need for access to BLDK. Licensee agrees to instruct these
employees of his or her obligations with respect to use, copying, protection, and
security of BLDK and associated documentation. Notwithstanding the earlier termination
of this Agreement, the obligations of this section are to remain in effect until
the time as BLDK becomes publicly known, through no act or failure to act on Licensee's
or Subsidiary’s part.
ASSIGNMENT, SALE OR TRANSFER
Licensee will not assign, sublicense, or otherwise transfer this Agreement or any
right or obligation hereunder without Intel's prior written consent, which consent
will not be unreasonably withheld in the event Licensee is acquired by an entity
that is not a competitor of Intel. Any attempt to do so will be null and void.
Licensee may terminate this Agreement and the licenses granted in the Agreement
at any time upon Intel’s receipt of written notice.
Intel may terminate this Agreement and any licenses granted in the Agreement at
any time if Licensee fails to cure any material breach of this Agreement within
thirty (30) days after notice of the breach. Such termination will not prejudice
Intel's right to damages or any other remedy available at law or in equity.
Upon termination of the Agreement or any license granted hereunder for any reason
whatsoever, Licensee will completely remove BLDK from all Derived Source Code. In
the event of any termination, Licensee will, at Intel's option, either return to
Intel or destroy the original and all full or partial copies of BLDK, including
those portions in Derived Source Code, and certify to Intel that they have been
The following sections will survive expiration or termination of this Agreement:
sections 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10.
BLDK and all copies, and any updates provided by Intel, in whole or in part, are
and will remain the property of Intel or its suppliers. Licensee understands and
agree that no license under any Intel patent, copyright (except as expressly described
in Sections 2.1, above), trade secret or other intellectual property right is granted
or conferred upon Licensee in this Agreement or by the providing of the BLDK by
Intel to Licensee hereunder, either expressly, by implication, inducement, estoppel
or otherwise, and that any further license under the intellectual property rights
must be express and in writing.
Title in and to the Derived Source Code will be held by Licensee or Licensee’s suppliers
as appropriate, subject to Intel’s underlying ownership of the BLDK.
Neither party will export, either directly or indirectly, any product, service or
technical data or system incorporating the BLDK without first obtaining any required
license or other approval from the U.S. Department of Commerce or any other agency
or department of the United States Government. In the event any product or software
is exported from the United States or re-exported from a foreign destination by
either party, that party will ensure that the distribution and export/re-export
or import of the product or software is in compliance with all laws, regulations,
orders, or other restrictions of the U.S. Export Administration Regulations and
the appropriate foreign government. Both parties agree that neither it nor any of
its Subsidiaries will export/re-export any software, technical data, process, product,
or service, directly or indirectly, to any country for which the United States government
or any agency thereof or the foreign government from where it is shipping requires
an export license, or other governmental approval, without first obtaining the license
Any dispute arising directly under the express terms of this Agreement or the grounds
for termination of any rights granted under this Agreement will be resolved as follows:
First, within forty five (45) days from one party’s written request to the other,
senior executives of both parties will meet to attempt to resolve the 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 10.1. The parties agree
to meet within ninety (90) days of the demand with an impartial mediator selected
by mutual agreement to participate in a one-day, non-binding mediation. In the event
the parties cannot agree on a mediator, they will each select one nominator, who
will not at that time be employed by either party, and the two nominators will agree
on and appoint the mediator. If the parties have not resolved the dispute or claim
within thirty (30) days after the one-day, non-binding mediation, either party may
begin litigation proceedings.
This is the complete and exclusive Agreement between the parties relating to this
subject matter. No amendment will be effective unless in writing signed by authorized
representatives of both parties.
The terms and conditions stated in the Agreement are declared to be severable. If
any paragraph, provision, or clause in this Agreement will 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 will be valid and enforceable and the
parties will use good faith to negotiate a substitute, valid and enforceable provision
which most nearly effects the parties' intent in entering into this Agreement.
Any claim arising under or relating to this Agreement, will be governed by the laws
of the State of Delaware, excluding its conflicts of laws provisions. The parties
agree that all disputes and litigation regarding the above defined claims will be
subject to the exclusive jurisdiction of the courts of the State of Delaware or
of the Federal courts sitting in Delaware.