PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING AND USING THE SYNOPSYS USB PHY SOFTWARE MODEL ("SOFTWARE"). BY INSTALLING AND USING THE SOFTWARE, YOU ("LICENSEE") AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATE A BINDING CONTRACT BETWEEN YOU AND SYNOPSYS, INC. ("SYNOPSYS"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.

1. AGREEMENT. Synopsys hereby grants Licensee a nonexclusive, nontransferable, limited license, without right of sublicense to: (i) internally use the Software in accordance with the related documentation; (ii) internally use the documentation and make a reasonable number of copies of the documentation to support Licensee's use of Software; and (iii) make a limited number of copies of Software only for Licensee's archival and backup purposes. Licensee must reproduce and include the copyright notice and any other notices that appear on the original copy of Software and the documentation on any copies made thereof by Licensee. Licensee agrees not to disclose or distribute the Software and documentation to any third parties without prior written authorization from Synopsys. Licensee shall not attempt to disable or avoid Synopsys' software protection mechanisms, if any.
2. OWNERSHIP. Synopsys and/or its licensors retain all right, title and interest in and to Software and the related documentation, including all copies thereof. No other rights or license are granted or implied to use Software or to license or authorize others to use Software beyond those set forth in this Agreement.
3. RESTRICTIONS. Software contains copyrighted material, trade secrets and other proprietary information of Synopsys and/or its licensors and Licensee shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying process information, underlying user interface techniques or algorithms of the Software by any means whatever, or disclose any of the foregoing; (ii) provide, transfer, loan, rent, lease, use for timesharing or service bureau purposes or grant any rights in Software or the documentation; (iii) modify, incorporate into or with other software, or create a derivative work of any part of Software; (iv) use the Software to target a design for any process other than the process specified in the documentation; or (v) use the Software to develop implementation views corresponding to the Software. Licensee agrees not to disclose or publish performance benchmarking results involving Software.
4. CONFIDENTIALITY. The Software and documentation ("Confidential Information") are confidential to Synopsys. Licensee agrees to keep Confidential Information in trust and confidence. Licensee may disclose Confidential Information to the extent required by any judicial or governmental order, provided that Licensee takes reasonable steps to first give Synopsys sufficient prior notice to contest such order. In addition, Licensee may disclose the Confidential Information to its professional advisors or a potential acquirer's professional advisors in connection with a merger, sale of a business unit, sale of a product line, provided that such disclosure shall be subject to a written obligation of confidentiality substantially as strict as that set forth herein. The confidentiality obligation will not extend to information that: (a) is now or subsequently becomes generally available to the public through no fault or breach of Licensee; (b) Licensee can demonstrate was rightfully in its possession prior to disclosure to Licensee by Synopsys; (c) is independently developed by Licensee without reference to or use of the Confidential Information; or (d) Licensee rightfully obtains from a third party who has the right to transfer or disclose it.
5. GENERAL PROVISIONS. (a) This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, excepting that body of California law concerning choice of law provisions. (b) This Agreement may not be assigned by Licensee. (c) Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. (d) If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. (e) The prevailing party in any action to enforce the Agreement shall be entitled to recover costs and expenses including, without limitation, reasonable attorneys' fees. (f) This Agreement may be amended only by a written agreement signed by authorized representatives of Synopsys and Licensee. (g) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or representations, oral or written, regarding such subject matter. (h) Nothing contained in any purchase order, purchase order acknowledgment, or similar document shall in any way modify such terms or add any additional terms or conditions.
6. TERM AND TERMINATION. This Agreement is effective upon Licensee's use of Software and shall continue until terminated. Licensee may terminate this Agreement at any time by destroying Software, the Documentation and all copies thereof (in whole or in part) and so certifying in writing to Synopsys. Synopsys may terminate this Agreement for convenience upon ten (10) business days prior written notice to Licensee or immediately if Licensee breaches any material provision of this Agreement. Upon termination of this Agreement, Licensee shall return or destroy all copies of the Software and documentation and upon written request by Synopsys, Licensee shall provide Synopsys with a written certification of the same. Sections 2, 3, 4, 5, 6, and 7 shall survive any termination of this Agreement.
7. EXPORT CONTROLS. Licensee agrees and certifies that neither Software or the documentation, nor any other technical data received from Synopsys, nor the direct product thereof, will be exported or re-exported outside the United States except as authorized and as permitted by the laws and regulations of the United States.
8. NO WARRANTY OR SUPPORT. THIS SOFTWARE AND DOCUMENTATION IS BEING DISTRIBUTED BY SYNOPSYS SOLELY ON AN "AS IS" BASIS AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT SHALL SYNOPSYS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LICENSEE AGREES THAT SYNOPSYS SHALL HAVE NO OBLIGATION TO PROVIDE SUPPORT FOR THE SOFTWARE AND DOCUMENTATION.

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