SYNOPSYS MASTER NON-DISCLOSURE AGREEMENT

This Master Non-Disclosure Agreement (the “MNDA”), entered into in the People’s Republic China and effective as of the last date of signature below (the “Effective Date”), is by and between the Synopsys entity indicated in the signature block below (“Synopsys”) and (“Company”).

The following terms and conditions shall apply to information disclosed by one party (“Discloser”) to the other (“Recipient”) after execution of one or more Disclosure Supplements in the form attached hereto as Exhibit A (each a “Disclosure Supplement”).

1.   CONFIDENTIAL INFORMATION.  The parties plan to discuss confidential information regarding the “Purpose” as described in a Disclosure Supplement. The parties acknowledge that the discussions between Company and Synopsys regarding the Purpose, the terms and conditions and the existence of this MNDA, and other information that may be disclosed hereunder, including but not limited to, information learned by Recipient from Discloser, or through inspection of Discloser's documents or other property, that relates to formulas, databases, software, algorithms, know-how, schematics, circuit designs, cell libraries, inventions, processes, trade secrets, product development plans, marketing plans, finances, costs, business opportunities, and personnel is “Confidential Information”. For the avoidance of doubt, Synopsys’ information related to its products licensed by Company shall not be covered by this MNDA, but shall be covered by the applicable license agreement between the parties. Information that is disclosed by Discloser will be Confidential Information only if (i) disclosed in tangible form and conspicuously designated as “Confidential”, (ii) disclosed orally or by electronic media without legend and identified at or prior to the time of disclosure as confidential, or (iii) any other nonpublic information which, by the nature of the circumstances surrounding the disclosure, should reasonably be understood by Recipient to be confidential. Confidential Information shall not include information that:  (a) is now or subsequently becomes generally available to the public through no fault or breach of Recipient; (b) Recipient can demonstrate was rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is independently developed by Recipient without the use of or reference to Discloser’s Confidential Information; or (d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

2.   USE OF CONFIDENTIAL INFORMATION.  Recipient shall use Discloser’s Confidential Information solely in connection with the applicable Purpose and will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees and professional advisors (e.g., attorneys, bankers, accountants, etc.) who (i) have a need to know the Confidential Information for the Purpose and (ii) have executed a form of non-disclosure, employment or other agreement with Recipient which imposes a duty to maintain the confidentiality of Confidential Information consistent with the terms of this MNDA. Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but in no event, less than a reasonable degree of care, to prevent the unauthorized use, disclosure, publication and dissemination of Confidential Information. Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of Discloser. Recipient may disclose Confidential Information if required by any judicial or governmental order issued by a court or governmental agency having jurisdiction over the parties, provided that Recipient takes reasonable steps to first give Discloser sufficient prior notice to contest or limit such order.

3.   OWNERSHIP OF CONFIDENTIAL INFORMATION.  All Confidential Information remains the property of Discloser and/or its licensors and no license or other rights to Confidential Information are granted or implied hereby, except as provided herein.

4.   INDEPENDENT DEVELOPMENT. Discloser understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Discloser's information. Accordingly, nothing in this MNDA will be construed as a representation or inference that Recipient will not develop products, or have products developed for it, that without violation of this MNDA compete with the products or systems contemplated by Discloser’s Confidential Information.

5.   NO WARRANTY.  DISCLOSER WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE THE CONFIDENTIAL INFORMATION TO RECIPIENT. ALL INFORMATION IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE.

6.   TERM AND TERMINATION.  Recipient’s duty to protect Discloser's Confidential Information expires five (5) years from the initial date of disclosure of such Confidential Information, except that Confidential Information consisting of source code, RTL, netlists, or other forms of data similar in character to the foregoing shall be held in confidence until one of the exclusions of Section 1 becomes applicable. This MNDA shall not expire, but may be terminated upon thirty (30) days prior written notice to the other party, provided however, that the confidentiality obligations shall survive termination of this MNDA and extend for the applicable confidentiality period set forth above.  Disclosure Supplements may be terminated upon written notice to the other party.  In the event of termination of this MNDA, or any Disclosure Supplement (or upon Discloser’s written request at any time), Recipient will return or destroy all applicable tangible Confidential Information, as soon as reasonably possible upon Discloser’s written request, but in any case, within fifteen (15) days following Discloser’s written request. With respect to Confidential Information of Discloser stored in electronic form, Recipient shall delete all such Confidential Information from its systems and shall confirm in a writing signed by an authorized representative of Recipient that the Confidential Information has been deleted.

7.   NO EXPORT.  No Confidential Information, or any portion thereof, will be exported to any country in violation of the export laws and regulations of the United States government, or regulation of the European Union, or an individual Member State of the European Union that imposes on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security. The Discloser shall provide the necessary export control classification number for the Confidential Information it discloses hereunder.

8.    CORPORATE STRUCTURE.  Either party may disclose the Confidential Information of the Discloser to employees of an Affiliate on a need to know basis for purposes of performing the tasks allowed in the Purpose and the parties agree that all such disclosures shall be governed by the terms of this MNDA. For the purpose of this MNDA, an “Affiliate” of a party shall mean any entity that controls, is controlled by, or is under common control with such party. For the purpose of the foregoing “control” shall mean more than fifty percent (50%) ownership of assets or equity. Each party accepts responsibility for the actions of its Affiliates and its Affiliates employees to whom it discloses Confidential Information.

9.   NO ASSIGNMENT.  This MNDA shall not be assigned by either party without the written consent of the other party.

10.  ENTIRE AGREEMENT, GOVERNING LAW AND DISPUTE RESOLUTION.  This MNDA constitutes the entire agreement between the parties regarding the Confidential Information and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information and any visitor non-disclosure agreements that Synopsys employees may be required to execute in order to access Company premises and/or Confidential Information. This MNDA may not be amended except by a written agreement signed by authorized representatives of both parties.

This MNDA shall be governed by the laws of the People’s Republic of China (“PRC”), excluding that body of PRC laws concerning conflicts of law, and disputes under this MNDA shall be subject to the exclusive jurisdiction of the courts located in Shanghai, PRC, and each party consents to such jurisdiction and venue. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this MNDA.