2
L-234(Rev1.3)
1.3. “Effective Date” means the date on which the Licensee agrees to enter into the terms of this
Agreement with Renesas.
1.4. “End Product” means any of Licensee’s components, products, devices, or systems that are
manufactured by or on behalf of the Licensee and that operate, incorporate, integrate, or embed Products
and the Licensed Software.
1.5. “Licensed Software” means the software identified in Exhibit A.
1.6. “Products” means the Renesas products set forth in Exhibit A.
2. LICENSE.
2.1. Limited License. Subject to and conditioned on the terms and conditions of this Agreement,
Renesas hereby grants to the Licensee a limited, worldwide, non-exclusive, non-transferable,
sublicensable (solely as set forth in Section 2.3), royalty-free license during the term of this Agreement:
(a) to use and copy the Licensed Software solely in a non-production capacity for Licensee’s own internal
evaluation or testing of the Licensed Software for Licensee’s potential use with the Products to make an
End Product; and (b) to use the Documentation only to the extent reasonably necessary to exercise the
license granted in Subsection (a).
2.2. Restrictions. Licensee hereby acknowledges and agrees that Licensee will not use or copy
the Licensed Software except as expressly set forth in Section 2.1, and that Licensee will use the Licensed
Software in accordance with all applicable laws, rules, and regulations. Except as expressly provided in
Section 2.1, Licensee will not, and will not permit any third party to: (a) copy, or allow any third party to
copy, all or any portion of the Licensed Software; (b) decompile, disassemble or otherwise reverse
engineer (except to the extent expressly permitted by mandatory law that is applicable notwithstanding a
contractual obligation to the contrary) the Licensed Software or any portion thereof; (c) modify, translate,
or create any derivative works based upon the portion of the object code portion of the Licensed
Software; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the
Licensed Software, in whole or in part, to any third party; (e) remove or alter any copyright, trademark, or
other proprietary notices, legends, symbols, or labels appearing on or in the Licensed Software; (f) release
the results of benchmark tests or other comparisons of the Licensed Software with other software or
materials; (g) permit the Licensed Software to be used for purposes of or in connection with services or
arrangements for processing data or other information or for providing services on behalf of any third
party; (h) incorporate the Licensed Software or any portion thereof into any products or use the Licensed
Software for commercial or production purposes; or (i) use the Licensed Software for any purpose other
than in accordance with the terms and conditions of this Agreement. .
2.3. Limited Sublicense to Contractors. Licensee may sublicense its rights pursuant to Section
2.1 solely to a Contractor. Any such sublicense of Licensee’s rights to a Contractor shall be pursuant to
an enforceable written agreement that (i) contains terms substantially similar to the terms of this
Agreement, (ii) does not contain terms that are inconsistent with those set forth in this Agreement, and
(iii) identifies Renesas as an intended third party beneficiary of such agreement and grants Renesas the
right to enforce any and all obligations of the Contractor thereunder to the same extent as if Renesas was
a party to such agreement. Licensee shall cause Contractors to comply with all of the terms and
conditions of this Agreement and Licensee shall be fully liable for any acts or omissions of Contractors
(including with respect to any breach of this Agreement or a sublicense agreement) to the same extent as
if such acts or omissions were performed by Licensee.
2.4. Feedback. If Licensee choses to provide feedback, suggestions, comments, ideas, know-how