License Agreement

Important - This is a legally binding agreement. Read it carefully. After you 
read the following terms, you will be asked whether you are authorized to 
commit your company to abide by the following terms. THIS AGREEMENT IS 
DISPLAYED FOR YOU TO READ PRIOR TO DOWNLOADING OR USING THE "LICENSED 
MATERIALS".

DO NOT DOWNLOAD OR INSTALL the software programs unless you agree on behalf of 
yourself and your company to be bound by the terms of this License Agreement.

DO NOT CLICK "I AGREE" UNLESS:

1. YOU ARE AUTHORIZED TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF 
YOURSELF AND YOUR COMPANY; AND

2. YOU INTEND TO ENTER THIS LEGALLY BINDING AGREEMENT ON BEHALF OF YOURSELF AND 
YOUR COMPANY.

Important - Read carefully: This software license agreement ("Agreement") is a 
legal agreement between you (either an individual or entity) and Texas 
Instruments Incorporated ("TI"). The "Licensed Materials" subject to this 
Agreement include the software programs TI has granted you access to download 
and any "on-line" or electronic documentation associated with these programs, 
or any portion thereof, and may also include hardware, reference designs and 
associated documentation. The Licensed Materials are specifically designed and 
licensed for use solely and exclusively with microprocessor/microcontroller 
devices manufactured by or for TI ("TI Devices"). By installing, copying or 
otherwise using the Licensed Materials you agree to abide by the provisions set 
forth herein. This Agreement is displayed for you to read prior to using the 
Licensed Materials. If you choose not to accept or agree with these provisions, 
do not download or install the Licensed Materials.

1. Delivery. TI may deliver the Licensed Materials, or portions thereof, to you 
electronically.

2. License Grant and Use Restrictions.

a. Limited Source Code License. Subject to the terms of this Agreement, and 
commencing as of the Effective Date and continuing for the term of this 
Agreement, TI hereby grants to you a limited, free, non-transferable, 
non-exclusive, non-assignable, non-sub-licensable license to make copies, 
prepare derivative works, display internally and use internally the Licensed 
Materials provided to you in source code for the sole purposes of designing and 
developing object and executable versions of such Licensed Materials or any 
derivative thereof, that execute solely and exclusively on TI Devices used in 
Customer Product(s), and maintaining and supporting such Licensed Materials, or 
any derivative thereof, and Customer Product(s). "Customer Product" means a 
final product distributed by or for you that consists of both hardware, 
including one or more TI Devices, and software components, including only 
executable versions of the Licensed Materials that execute solely and 
exclusively on or with such TI Devices and not on devices manufactured by or 
for an entity other than TI.

b. Production and Distribution License. Subject to the terms of this Agreement, 
and commencing as of the Effective Date and continuing for the term of this 
Agreement, TI hereby grants to you a free, non-exclusive, non-transferable, 
non-assignable, worldwide license to:

(i). Use object code versions of the Licensed Materials, or any derivative 
thereof, to make copies, display internally, evaluate, test, distribute 
internally and use internally for the sole purposes of designing and developing 
Customer Product(s), and maintaining and supporting the Licensed Materials and 
Customer Product(s);

(ii). Make copies, use, sell, offer to sell, and otherwise distribute object 
code and executable versions of the Licensed Materials, or any derivative 
thereof, for use in or with Customer Product(s), provided that such Licensed 
Materials are embedded in or only used with Customer Product(s), and provided 
further that such Licensed Materials execute solely and exclusively on a TI 
Device and not on any device manufactured by or for an entity other than TI.

c. Demonstration License. Subject to the terms of this Agreement, and 
commencing as of the Effective Date and continuing for the term of this 
Agreement, TI grants to you a free, non-transferable, non-exclusive, 
non-assignable, non-sub-licensable worldwide license to demonstrate to third 
parties the Licensed Materials as they are used in Customer Products executing 
solely and exclusively on TI Devices, provided that such Licensed Materials are 
demonstrated in object or executable versions only.

d. Reference Design Use License. Subject to the terms of this Agreement, and 
commencing as of the Effective Date and continuing for the term of this 
Agreement, TI hereby grants to you a free, non-transferable, non-exclusive, 
non-assignable, non-sub-licensable worldwide license to:

(i). use the Licensed Materials to design, develop, manufacture or have 
manufactured, sell, offer to sell, or otherwise distribute Customer Product(s) 
or product designs, including portions or derivatives of the Licensed Materials 
as they are incorporated in or used with Customer Product(s), provided such 
Customer Products or product designs utilize a TI Device.

e. Contractors and Suppliers. The licenses granted to you hereunder shall 
include your on-site and off-site suppliers and independent contractors, while 
such suppliers and independent contractors are performing work for or providing 
services to you, provided that such suppliers and independent contractors have 
executed work-for-hire agreements with you containing terms and conditions not 
inconsistent with the terms and conditions set forth is this Agreement and 
provided further that such contractors may provide work product to only you 
under such work-for-hire agreements.

f. No Other License. Notwithstanding anything to the contrary, nothing in this 
Agreement shall be construed as a license to any intellectual property rights 
of TI other than those rights embodied in the Licensed Materials provided to 
you by TI. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY 
ESTOPPEL OR OTHERWISE, TO ANY OTHER TI INTELLECTUAL PROPERTY RIGHTS IS GRANTED 
HEREIN.

g. Restrictions. You shall maintain the source code versions of the Licensed 
Materials under password control protection and shall not disclose such source 
code versions of the Licensed Materials, or any derivative thereof, to any 
person other than your employees and contractors whose job performance requires 
access. You shall not use the Licensed Materials with a processing device 
manufactured by or for an entity other than TI, and you agree that any such 
unauthorized use of the Licensed Materials is a material breach of this 
Agreement. Except as expressly provided in this Agreement, you shall not copy, 
publish, disclose, display, provide, transfer or make available the Licensed 
Materials to any third party and you shall not sublicense, transfer, or assign 
the Licensed Materials or your rights under this Agreement to any third party. 
You shall not mortgage, pledge or encumber the Licensed Materials in any way. 
You shall not (i) incorporate, combine, or distribute the Licensed Materials, 
or any derivative thereof, with any Public Software, or (ii) use Public 
Software in the development of any derivatives of the Licensed Materials, each 
in such a way that would cause the Licensed Materials, or any derivative 
thereof, to be subject to all or part of the license obligations or other 
intellectual property related terms with respect to such Public Software, 
including but not limited to, the obligations that the Licensed Materials, or 
any derivative thereof, incorporated into, combined, or distributed with such 
Public Software (x) be disclosed or distributed in source code form, be 
licensed for the purpose of making derivatives of such software, or be 
redistributed free of charge, contrary to the terms and conditions of this 
Agreement, (y) be used with devices other than TI Devices, or (z) be otherwise 
used or distributed in a manner contrary to the terms and conditions of this 
Agreement. As used in this Section 2(g), "Public Software" means any software 
that contains, or is derived in whole or in part from, any software distributed 
as open source software, including but not limited to software licensed under 
the following or similar models: (A) GNU's General Public License (GPL) or 
Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the 
Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community 
Source License (SCSL), (F) the Sun Industry Standards Source License (SISL), 
(G) the Apache Server license, (H) QT Free Edition License, (I) IBM Public 
License, and (J) BitKeeper.

h. Termination. This Agreement is effective until terminated. You may terminate 
this Agreement at any time by written notice to TI. Without prejudice to any 
other rights, if you fail to comply with the terms of this Agreement, TI may 
terminate your right to use the Licensed Materials upon written notice to you. 
Upon termination of this Agreement, you will destroy any and all copies of the 
Licensed Materials in your possession, custody or control and provide to TI a 
written statement signed by your authorized representative certifying such 
destruction. The following sections will survive any expiration or termination 
of this Agreement: 2(h) (Termination), 3 (Licensed Materials Ownership), 6 
(Warranties and Limitations), 7 (Indemnification Disclaimer), 10 (Export 
Control), 11 (Governing Law and Severability), 12 (PRC Provisions), and 13 
(Entire Agreement). The obligations set forth in Section 5 (Confidential 
Information) will survive any expiration or termination of this Agreement for 
three (3) years after such expiration or termination.

3. Licensed Materials Ownership. The Licensed Materials are licensed, not sold 
to you, and can only be used in accordance with the terms of this Agreement. 
Subject to the licenses granted to you pursuant to this Agreement, TI and TI's 
licensors own and shall continue to own all right, title, and interest in and 
to the Licensed Materials, including all copies thereof. The parties agree that 
all fixes, modifications and improvements to the Licensed Materials conceived 
of or made by TI that are based, either in whole or in part, on your feedback, 
suggestions or recommendations are the exclusive property of TI and all right, 
title and interest in and to such fixes, modifications or improvements to the 
Licensed Materials will vest solely in TI. Moreover, you acknowledge and agree 
that when your independently developed software or hardware components are 
combined, in whole or in part, with the Licensed Materials, your right to use 
the Licensed Materials embodied in such resulting combined work shall remain 
subject to the terms and conditions of this Agreement.

4. Intellectual Property Rights.

a. The Licensed Materials contain copyrighted material, trade secrets and other 
proprietary information of TI and TI's licensors and are protected by copyright 
laws, international copyright treaties, and trade secret laws, as well as other 
intellectual property laws. To protect TI's and TI's licensors' rights in the 
Licensed Materials, you agree, except as specifically permitted by statute by a 
provision that cannot be waived by contract, not to "unlock", decompile, 
reverse engineer, disassemble or otherwise translate any portions of the 
Licensed Materials to a human-perceivable form nor to permit any person or 
entity to do so. You shall not remove, alter, cover, or obscure any 
confidentiality, trade secret, proprietary, or copyright notices, trade-marks, 
proprietary, patent, or other identifying marks or designs from any component 
of the Licensed Materials and you shall reproduce and include in all copies of 
the Licensed Materials the copyright notice(s) and proprietary legend(s) of TI 
and TI's licensors as they appear in the Licensed Materials. TI reserves all 
rights not specifically granted under this Agreement.

b. Third parties may claim to own patents, copyrights, or other intellectual 
property rights that cover the implementation of certain Licensed Materials. 
Certain Licensed Materials may also be based on industry recognized standards, 
including but not limited to specifically the ISO MPEG and ITU standards, and 
software programs published by industry recognized standards bodies and certain 
third parties claim to own patents, copyrights, and other intellectual property 
rights that cover implementation of those standards. You acknowledge and agree 
that this Agreement does not convey a license to any such third party patents, 
copyrights, and other intellectual property rights and that you are solely 
responsible for any patent, copyright, or other intellectual property right 
claims that relate to your use and distribution of the Licensed Materials, and 
your use and distribution of your products that include or incorporate the 
Licensed Materials.

5. Confidential Information. You acknowledge and agree that the Licensed 
Materials contain trade secrets and other confidential information of TI and 
TI's licensors. You agree to use the Licensed Materials solely within the scope 
of the licenses set forth herein, to maintain the Licensed Materials in strict 
confidence, to use at least the same procedures and degree of care that you use 
to prevent disclosure of your own confidential information of like importance 
but in no instance less than reasonable care, and to prevent disclosure of the 
Licensed Materials to any third party, except as may be necessary and required 
in connection with your rights and obligations hereunder. You agree to obtain 
executed confidentiality agreements with your employees and contractors having 
access to the Licensed Materials and to diligently take steps to enforce such 
agreements in this respect. TI agrees that the employment agreements used in 
the normal course of your business shall satisfy the requirements of this 
section. TI may disclose your contact information to TI's applicable licensors.

6. Warranties and Limitations. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED 
MATERIALS MAY NOT BE INTENDED FOR PRODUCTION APPLICATIONS AND MAY CONTAIN 
IRREGULARITIES AND DEFECTS NOT FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU 
ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR 
CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY 
OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR 
DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU 
WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED 
MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR 
FAILURES.

THE LICENSED MATERIALS AND ANY REALTED DOCUMENTATION ARE PROVIDED "AS IS" AND 
WITH ALL FAULTS. TI MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS, 
IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT 
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A 
PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, 
RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF TITLE, QUIET 
ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, 
COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO 
USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS. NOTHING CONTAINED IN 
THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO 
MAINTAIN PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR 
SOFTWARE WITH WHICH THE LICENSED MATERIALS MAY BE USED.

IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, 
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY 
THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE 
USE OF THE LICENSED MATERIALS, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, 
COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF 
DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR 
INTERRUPTION OF BUSINESS. IN NO EVENT WILL TI'S AGGREGATE LIABILITY UNDER THIS 
AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS EXCEED FIVE 
HUNDRED U.S. DOLLARS (US$500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT 
ENLARGE OR EXTEND THESE LIMITS.

Because some jurisdictions do not allow the exclusion or limitation of 
incidental or consequential damages or limitation on how long an implied 
warranty lasts, the above limitations or exclusions may not apply to you.

7. Indemnification Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT TI SHALL NOT BE 
LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY 
INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR MANUFACTURE, USE, OR 
DISTRIBUTION OF THE LICENSED MATERIALS OR YOUR MANUFACTURE, USE, OFFER FOR 
SALE, SALE, IMPORTATION OR DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR 
INCORPORATE THE LICENSED MATERIALS.

You will defend and indemnify TI in the event of claim, liability or costs 
(including reasonable attorney's fees related to Your use or any sub-licensee's 
use of the Licensed Materials) relating in any way to Your violation of the 
terms of the License Grants set forth in Section 2, or any other violation of 
other terms and conditions of this Agreement.

8. No Technical Support. TI and TI's licensors are under no obligation to 
install, maintain or support the Licensed Materials.

9. Notices. All notices to TI hereunder shall be delivered to Texas Instruments 
Incorporated, AEC Software Operations, 12203 Southwest Freeway, Mail Station 
701, Stafford, Texas 77477, Attention: Administrator, AEC Software Operations, 
with a copy to Texas Instruments Incorporated, 12203 Southwest Freeway, Mail 
Station 725, Stafford, Texas 77477, Attention: Legal Department. All notices 
shall be deemed served when received by TI.

10. Export Control. You hereby acknowledge that the Licensed Materials are 
subject to export control under the U.S. Commerce Department's Export 
Administration Regulations ("EAR"). You further hereby acknowledge and agree 
that unless prior authorization is obtained from the U.S. Commerce Department, 
neither you nor your customers will export, re-export, or release, directly or 
indirectly, any technology, software, or software source code (as defined in 
Part 772 of the EAR), received from TI, or export, directly or indirectly, any 
direct product of such technology, software, or software source code (as 
defined in Part 734 of the EAR), to any destination or country to which the 
export, re-export, or release of the technology, software, or software source 
code, or direct product is prohibited by the EAR. You agree that none of the 
Licensed Materials may be downloaded or otherwise exported or reexported (i) 
into (or to a national or resident of) Cuba, Iran, North Korea, Sudan and Syria 
or any other country the U.S. has embargoed goods; or (ii) to anyone on the 
U.S. Treasury Department's List of Specially Designated Nationals or the U.S. 
Commerce Department's Denied Persons List or Entity List. You represent and 
warrant that you are not located in, under the control of, or a national or 
resident of any such country or on any such list and you will not use or 
transfer the Licensed Materials for use in any sensitive nuclear, chemical or 
biological weapons, or missile technology end-uses unless authorized by the 
U.S. Government by regulation or specific license or for a military end-use in, 
or by any military entity of Albania, Armenia, Azerbaijan, Belarus, Cambodia, 
China, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macau, 
Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and 
Vietnam. Any software export classification made by TI shall be for TI's 
internal use only and shall not be construed as a representation or warranty 
regarding the proper export classification for such software or whether an 
export license or other documentation is required for the exportation of such 
software.

11. Governing Law and Severability. This Agreement will be governed by and 
interpreted in accordance with the laws of the State of Texas, without 
reference to conflict of laws principles. If for any reason a court of 
competent jurisdiction finds any provision of the Agreement to be 
unenforceable, that provision will be enforced to the maximum extent possible 
to effectuate the intent of the parties, and the remainder of the Agreement 
shall continue in full force and effect. This Agreement shall not be governed 
by the United Nations Convention on Contracts for the International Sale of 
Goods, or by the Uniform Computer Information Transactions Act (UCITA), as it 
may be enacted in the State of Texas. The parties agree that non-exclusive 
jurisdiction for any dispute arising out of or relating to this Agreement lies 
within the courts located in the State of Texas. Notwithstanding the foregoing, 
any judgment may be enforced in any United States or foreign court, and either 
party may seek injunctive relief in any United States or foreign court.

12. PRC Provisions. If you are located in the People's Republic of China 
("PRC") or if the Licensed Materials will be sent to the PRC, the following 
provisions shall apply and shall supersede any other provisions in this 
Agreement concerning the same subject matter as the following provisions:

a. Registration Requirements. You shall be solely responsible for performing 
all acts and obtaining all approvals that may be required in connection with 
this Agreement by the government of the PRC, including but not limited to 
registering pursuant to, and otherwise complying with, the PRC Measures on the 
Administration of Software Products, Management Regulations on Technology 
Import-Export, and Technology Import and Export Contract Registration 
Management Rules. Upon receipt of such approvals from the government 
authorities, you shall forward evidence of all such approvals to TI for its 
records. In the event that you fail to obtain any such approval or 
registration, you shall be solely responsible for any and all losses, damages 
or costs resulting therefrom, and shall indemnify TI for all such losses, 
damages or costs.

b. Governing Language. This Agreement is written and executed in the English 
language. If a translation of this Agreement is required for any purpose, 
including but not limited to registration of the Agreement pursuant to any 
governmental laws, regulations or rules, you shall be solely responsible for 
creating such translation. Any translation of this Agreement into a language 
other than English is intended solely in order to comply with such laws or for 
reference purposes, and the English language version shall be authoritative and 
controlling.

c. Export Control.

(i). Diversions of Technology. You hereby agree that unless prior authorization 
is obtained from the U.S. Department of Commerce, neither you nor your 
subsidiaries or affiliates shall knowingly export, re-export, or release, 
directly or indirectly, any technology, software, or software source code (as 
defined in Part 772 of the Export Administration Regulations of the U.S. 
Department of Commerce ("EAR")), received from TI or any of its affiliated 
companies, or export, directly or indirectly, any direct product of such 
technology, software, or software source code (as defined in Part 734 of the 
EAR), to any destination or country to which the export, re-export, or release 
of the technology, software, software source code, or direct product is 
prohibited by the EAR.

(ii). Assurance of Compliance. You understand and acknowledge that products, 
technology (regardless of the form in which it is provided), software or 
software source code, received from TI or any of its affiliates under this 
Agreement may be under export control of the United States or other countries. 
You shall comply with the United States and other applicable non-U.S. laws and 
regulations governing the export, re-export and release of any products, 
technology, software, or software source code received under this Agreement 
from TI or its affiliates. You shall not undertake any action that is 
prohibited by the EAR. Without limiting the generality of the foregoing, you 
specifically agree that you shall not transfer or release products, technology, 
software, or software source code of TI or its affiliates to, or for use by, 
military end users or for use in military, missile, nuclear, biological, or 
chemical weapons end uses.

(iii). Licenses. Each party shall secure at its own expense, such licenses and 
export and import documents as are necessary for each respective party to 
fulfill its obligations under this Agreement. If such licenses or government 
approvals cannot be obtained, TI may terminate this Agreement, or shall 
otherwise be excused from the performance of any obligations it may have under 
this Agreement for which the licenses or government approvals are required.

13. Entire Agreement. This is the entire Agreement between you and TI, and 
absent a signed and effective software license agreement related to the subject 
matter of this Agreement, this Agreement supersedes any prior agreement between 
the parties related to the subject matter of this Agreement. Notwithstanding 
the foregoing, any signed and effective software license agreement relating to 
the subject matter hereof will supersede the terms of this Agreement. No 
amendment or modification of this Agreement will be effective unless in writing 
and signed by a duly authorized representative of TI. You hereby warrant and 
represent that you have obtained all authorizations and other applicable 
consents required empowering you to enter into this Agreement.

