INCLUDED BELOW ARE THE FOLLOWING:

1) PRODUCT EVALUATION LICENSE AGREEMENT, AND

2) OBJECT CODE DEVELOPMENT LICENSE AND DISTRIBUTION AGREEMENT.

IF YOU HAVE RECEIVED THIS PRODUCT FOR EVALUATION PURPOSES, THE TERMS OF THE "PRODUCT EVALUATION LICENSE AGREEMENT" SHALL APPLY TO YOUR USE OF THE SOFTWARE. IF YOU HAVE PURCHASED A LICENSE TO USE THE PRODUCT FOR COMMERCIAL PURPOSES, THE TERMS OF THE "OBJECT CODE LICENSE AND DISTRIBUTION AGREEMENT" WHICH FOLLOWS THIS PRODUCT EVALUATION LICENSE AGREEMENT SHALL APPLY TO YOUR USE OF THE SOFTWARE.

PRODUCT EVALUATION LICENSE AGREEMENT

THIS PRODUCT EVALUATION LICENSE AGREEMENT ("Agreement") is a legal contract between Customer ("Customer" or "you") and Wind River Systems, Inc, ("Wind River"). The right to use the Product is granted only on the condition that Customer agrees to the following terms. If Customer does not agree to the terms of this Agreement, then Wind River and its licensors are unwilling to license the Software to Customer, in which case Customer may return the software within thirty (30) days after shipment, or refuse to download the Software, whichever is applicable, and the amount Customer paid for the Software will be refunded.

PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON, AS BY CLICKING ON THE " I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. DEFINITIONS.

1.1 "Approved Host" means the host computer on which Customer is authorized to use the Software pursuant to the terms and conditions of this Agreement.

1.2 "Authorized Site" means the specific address of Customer's facility consisting of a single building or multiple buildings on a contiguous campus where the Approved Host is physically located and upon which the Software is first installed and put into use where physically located.

1.3 "Confidential Information" means (i) the Software, (ii) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets associated with the Product (iii) any access keys related to the Product, and (iv) any other information, whether disclosed orally or in written or magnetic media, that is identified as "confidential," "proprietary" or with a similar legend at the time of such disclosure. Confidential Information shall not include any information which is: a) published or otherwise available to the public other than by breach of this Agreement by Customer; b) rightfully received by Customer from a third party without confidential limitations; c) independently developed by Customer as evidenced by appropriate records; d) known to Customer prior to its first receipt of same from Wind River as evidenced by appropriate records; e) hereinafter disclosed by Wind River to a third party without restriction on disclosure; or f) approved for public release by written authorization of Wind River. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of Customer, Customer shall promptly notify Wind River of the order or request and permit Wind River (at its own expense) to seek an appropriate protective order.

1.4 "Feedback" means the results of any evaluation of the Software by Customer, including Customer's opinions, observations, comments, criticisms, and suggested improvements, whether in written or oral form.

1.5 "Hardware" means the reference board, microprocessor emulation and any other hardware contained in the Product.

1.6 "Intellectual Property Rights" means all copyrights, trademarks, trade secrets, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.

1.7 "Object Code" means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.

1.8 "Open Source Software" shall mean any software, computer programming code and accompanying documentation provided by Wind River, including any updates, that require as a condition of use, modification or distribution of such software that it or other technology incorporated into, derived from or distributed with such software: (i) be disclosed or distributed in source-code form; (ii) be licensed for the purpose of making derivative works; (iii) be redistributable at no charge or on a royalty-fee basis, and be subject without limitation, to one of the following licenses or any similar licenses including but not limited to: Academic Free License, Apache Software License, the Artistic License (e.g., PERL); Berkeley Software Distribution License; Eclipse Public License; GNU's General Public License ("GPL"); GNU's Lesser/Library GPL ("LGPL"); MIT License; the Mozilla Public License; the Python License, the Sleepy Cat license, the Sun Community Source License; other licenses of the Free Software Foundation; and licenses certified or otherwise approved by the Open Source Initiative. Notwithstanding the foregoing, Wind River authored documentation for all materials delivered under this Agreement that is not subject to any Open Source License shall be proprietary to Wind River or its licensors.

1.9 "Product" means the Software (whether in Object or Source Code) and any Hardware provided under this Agreement, including any accompanying documentation and updates thereto, provided by Wind River to Customer under this Agreement.

1.10 "Software" means the computer programming code and accompanying documentation in the form and format provided under this Agreement, including updates, if any, provided by Wind River, and all full or partial copies, whether such copies are provided by Wind River or made by Customer as permitted under this Agreement. The definition of Software includes the Source Code, if any, provided by Wind River hereunder. The definition of Software includes without limitation the Operating System, Tools, Source Code, or any combination of these. The definition of Software excludes all materials provided by Wind River to Customer to the extent such materials are subject to any of the following licenses: GPL, LGPL or Sleepy Cat License, other substantially similar open source license (the "GNU Licenses").

1.11 "Reference Source Code" means any board support package ("BSP") and/or driver Source Code that may be provided by Wind River in the Software.

1.12 "Source Code" means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation.

2.1 LICENSE. Subject to Customer's compliance with the terms and conditions of this Agreement, Wind River hereby grants to Customer a restricted, personal, non-transferable, non-exclusive, internal-use license: (i) to use the Product solely at the Authorized Site, on the Approved Host and for the sole purpose of internally evaluating the Software; (ii) to use the Software on the Approved Host or solely in conjunction with the Hardware, as applicable; (iii) to modify the Reference Source Code solely to the extent necessary to evaluate the use of the Software in the development of prospective Customer products; and (iv) to reproduce the Software for archive purposes, consistent with Customer's standard archive procedures.

2.2 TESTING; USE OF TEST RESULTS. Customer may evaluate the Software in Customer's day-to-day business environment and in production-like activities, but will not use the Software in critical operations or for any commercial purpose. Customer may disclose any Feedback from its evaluations only to Wind River. Should Customer provide Wind River with Feedback, Wind River will have the right to use such Feedback and related information in any manner it deems appropriate.

3. RESTRICTIONS.

3.1 The Product shall be handled, used and stored, solely at the Authorized Site. Although the Software may be used either from a single machine or a server, there shall be no external network access of the Software (i.e., by any computers or terminals not located at the Authorized Site).

3.2 Access to the Product shall be limited to employees of Customer who (i) require access to the Product for the purposes set forth in Section 2, ("License") and (ii) have signed an employee agreement in which such employee agrees to protect third party confidential information with terms no less stringent than those set forth in this Agreement. Customer agrees that any breach by any employee of such employee's obligations under such confidentiality agreements shall also constitute a breach by Customer hereunder. For the purposes of this Agreement, the definition of "employee" shall be as defined for purposes of the U.S. Copyright Act and expressly excludes independent contractors. Customer shall maintain and, upon Wind River's reasonable request, provide to Wind River, the names of all employees who have had access to the Product.

3.3 Customer shall not (i) use the Product, or any portion thereof, for any productive or commercial purpose; (ii) modify, create derivative works of, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to derive the Source Code of any Software provided to Customer in Object Code; (iii) market, distribute or otherwise transfer copies of the Software to others; (iv) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant a security interest in, or transfer possession of the Product; (v) reproduce the Software other than as specified in Section 2; (vi) distribute externally or to any third party any communication that compares the features, functions or performance characteristics of the Product with any other product of Customer's or any third party or (vii) modify, distribute or otherwise use the Software in any manner that causes any portion of the Software that is not already subject to an Open Source Software license to become subject to the terms of any Open Source Software license.

3.4 Customer shall use its best efforts to protect the Product from unauthorized access, reproduction, disclosure or use. In the event Customer becomes aware of any unauthorized use or disclosure of Product, Customer shall notify Wind River immediately in writing and shall give full cooperation, at Customer's expense, to minimize the effects of such unauthorized use or disclosure.

3.5 UPON TRANSFER OF ANY COPY OF THE PRODUCT TO ANOTHER PARTY, THIS LICENSE WILL AUTOMATICALLY TERMINATE.

3.6 Elements of the Software provided under this Agreement may contain or be derived from materials of third party licensors ("Third Party Software"). Such Third Party Software may be subject to restrictions in addition to those listed in this Section 3, including restrictions listed in any applicable Open Source Software licenses. Any such Third Party Software and corresponding licenses are identified in the Third Party Software file or Open Source Disclosure file that accompany the Software.

4. CONFIDENTIAL INFORMATION. Customer shall not use or disclose any Confidential Information, except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care which Customer uses with respect to its own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Customer's obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Customer shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.

5. OWNERSHIP. Wind River and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Product and any copies and modifications thereof. Customer hereby assigns to Wind River any such rights Customer may have in and to the foregoing. All rights in and to the Product not expressly granted to Customer in this Agreement are expressly reserved for Wind River and its licensors.

6. TERMS AND TERMINATION. This Agreement shall commence upon the date the Product is installed (the "Effective Date") and continue for the limited period of time or downloads specified by Wind River in a separate written communication to Customer. This Agreement will immediately terminate upon Customer's breach of this Agreement. Upon termination, Customer shall (i) not use the Product for any purpose whatsoever, (ii) immediately destroy all material belonging to Wind River or its licensors, including without limitation all copies of the Product and Wind River Confidential Information then in Customer's possession or control, and (iii) to certify to Wind River in writing that it has done so. These remedies shall be cumulative and in addition to any other remedies available to Wind River. The provisions in Sections 1-Definitions, 4-Confidential Information, 5-Ownership, 6-Term and Termination, 9-Warranty Disclaimer, 10-Limitation of Liability, and 11-General shall survive any termination of this Agreement.

7. KEYS AND ACCESS. Wind River agrees to provide to Customer those Product access keys (the "Keys") which are reasonably necessary to permit Customer to gain access to the Software contained on media shipped to Customer and which Software has been properly licensed to Customer pursuant to a license agreement. All such Keys shall be considered the Confidential Information of Wind River. Notwithstanding anything to the contrary in this Agreement, Customer hereby acknowledges that Customer shall have no right or license to any software shipped to Customer on media as provided above which software is not properly licensed pursuant to a license agreement, that any such software is included therein solely as a matter of administrative convenience, and Customer further agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.

8. AUDIT. Customer agrees to maintain accurate written records of the location and use of each copy of the Product in Customer's possession. To ensure compliance with the terms of this Agreement, Wind River shall have the right, during the term of this Agreement and for six (6) months thereafter, exercisable upon reasonable notice, to conduct an inspection and audit of such records and to obtain true and correct photocopies of such records, during Customer's regular business hours at Customer's offices, and in such a manner as not to interfere unreasonably with Customer's normal business activities.

9. WARRANTY DISCLAIMER. THE PRODUCT IS LICENSED FOR CUSTOMER'S TEMPORARY EVALUATION "AS IS" AND WIND RIVER AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WIND RIVER, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

10. LIMITATION OF LIABILITY. WIND RIVER AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF WIND RIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WIND RIVER'S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED U.S. $50.00 OR THE AMOUNT (IF ANY) CUSTOMER ACTUALLY PAID TO WIND RIVER UNDER THIS AGREEMENT.

THE WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WIND RIVER AND CUSTOMER. WIND RIVER WOULD NOT BE ABLE TO PROVIDE THE PRODUCT WITHOUT SUCH LIMITATIONS.

11. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined at 48 C.F.R. §2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. §12.212 (Sep 1995) and are provided to U.S. Government end users with only those rights set forth herein.

12. GENERAL. Customer shall not export or re-export the Software in violation of the export control laws of the United States and/or any other jurisdiction. This Agreement will be governed in all respects by the laws of the State of New York as applied to contracts entered into between residents thereof and performed entirely within the State. All disputes arising under this Agreement shall be brought in Superior Court of the State of California in Santa Clara County or the United States District Court for the Northern District of California in San Francisco, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. If any provision or provisions of this Agreement are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. This Agreement may not be assigned, sub-licensed, or otherwise transferred (including by way of a merger) by Customer without Wind River's prior written consent. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties. This Agreement constitutes the complete, final and exclusive statement of the agreement between Wind River and Customer, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of Wind River. The terms and conditions of any purchase order or other instrument issued by Customer in connection with this Agreement which add to or differ from the terms and conditions of this Agreement (other than terms specifying the Approved CPU, Authorized Site, Wind River product desired, number of concurrent Tools users, and description of the Project) shall be of no force or effect.

Should you have any questions concerning this Agreement, please write: Wind River Systems, Inc., General Counsel, 500 Wind River Way, Alameda, CA 94501.

OBJECT CODE LICENSE AND DISTRIBUTION AGREEMENT

THIS OBJECT CODE LICENSE AND DISTRIBUTION AGREEMENT

("Agreement") is a legal contract between Customer ("Customer" or "you") and Wind River Systems, Inc., ("Wind River"). The right to use the Software is granted only on the condition that Customer agrees to the following terms. If Customer does not agree to the terms of this Agreement, then Wind River and its licensors are unwilling to license the Software to Customer, in which case Customer may return the software within thirty (30) days after shipment, or refuse to download the Software, whichever is applicable, and the amount Customer paid for the Software will be refunded. THE DISTRIBUTION RIGHTS GRANTED UNDER THIS AGREEMENT ARE CONTINGENT UPON WIND RIVER'S RECEIPT OF APPLICABLE ROYALTY PAYMENTS, WHICH, UNLESS OTHERWISE AGREED UPON IN WRITING BY WIND RIVER, SHALL BE PAYABLE ACCORDING TO THE PRICING TERMS LISTED ON WIND RIVER'S THEN CURRENT PRICE LIST.

PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON, AS BY CLICKING ON THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. DEFINITIONS.

1.1 "Approved Host" means the host computer on which Customer is authorized to use the Software pursuant to the terms and conditions of this Agreement, as specified on Customer's Purchase Order and/or Wind River's final sales quote.

1.2 "Approved Target Processor" means the microprocessor(s) on which Customer is authorized to use the Software pursuant to the terms and conditions of this Agreement, as specified on Customer's Purchase Order and/or Wind River's final sales quote.

1.3 "Authorized Site" means the specific address of Customer's facility consisting of a single building or multiple buildings on a contiguous campus where the Approved Host is physically located, as specified on Customer's Purchase Order and/or Wind River's final sales quote.

1.4 "Customer" means the person or entity that installs or uses the Software at the Authorized Site.

1.5 "End User" means any entity to which Customer provides a Target Application for further distribution or such entity's own use, pursuant to an End User License Agreement.

1.6 "End User License Agreement" means a written license agreement in a commercially reasonable form containing the restrictions specified in Section 3.4, pursuant to which Customer may sublicense to End Users the Run-Time Module that is incorporated into a Target Application.

1.7 "Object Code" means computer programming code in the form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.

1.8 "Operating System" means the Object Code that is part of Wind River's VxWorks®, VxWorksAE®, pSOSystemsTM, IxWorks®, BSD OSTM or OSEKWorksTM product families or other operating systems software and extensions thereto that may be provided by Wind River under this Agreement.

1.9 "Open Source Software" shall mean any software, computer programming code and accompanying documentation provided by Wind River, including any updates, that require as a condition of use, modification or distribution of such software that it or other technology incorporated into, derived from or distributed with such software: (i) be disclosed or distributed in source-code form; (ii) be licensed for the purpose of making derivative works; (iii) be redistributable at no charge or on a royalty-fee basis, and be subject without limitation, to one of the following licenses or any similar licenses including but not limited to: Academic Free License, Apache Software License, the Artistic License (e.g., PERL); Berkeley Software Distribution License; Eclipse Public License; GNU's General Public License ("GPL"); GNU's Lesser/Library GPL ("LGPL"); MIT License; the Mozilla Public License; the Python License, the Sleepy Cat license, the Sun Community Source License; other licenses of the Free Software Foundation; and licenses certified or otherwise approved by the Open Source Initiative. Notwithstanding the foregoing, Wind River authored documentation for all materials delivered under this Agreement that is not subject to any Open Source License shall be proprietary to Wind River or its licensors.

1.10 "Project" means a concerted undertaking by an identified Customer development team to design or produce a Target Application for use on the Approved Target Processor and that has a specified scope of functionality, as specified on Customer's Purchase Order and/or Wind River's final sales quote.

1.11 "Purchase Order" means Customer's standard purchase order form submitted by Customer to obtain the development and/or distribution rights acquired under this Agreement.

1.12 "Reference Source Code" means any board support package ("BSP") and/or driver Source Code that may be provided by Wind River in the Software.

1.13 "Run-Time Module" means components of the Operating System and Reference Source Code, in Object Code form, to be incorporated into a Target Application as inseparably embedded code.

1.14 "Software" means (i) the computer programming code and accompanying documentation, including updates (if any), provided by Wind River under this Agreement, and (ii) all modifications thereto and full or partial copies thereof, whether such modifications or copies are provided by Wind River or made by Customer as permitted under this Agreement. The definition of Software includes without limitation the Operating System, Tools, and Reference Source Code. The definition of Software excludes all materials provided by Wind River to Customer to the extent such materials are subject to any of the following licenses: GPL, LGPL or Sleepy Cat License, other substantially similar open source license (the "GNU Licenses").

1.15 "Source Code" means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation.

1.16 "Target Application" means an item, device or system developed by Customer pursuant to the Project that does not contain any software development functionality and that contains a Run-Time Module or any portion thereof.

1.17 "Tools" means the Object Code provided by Wind River under this Agreement that is intended for Customer's internal use in developing applications and not for incorporation into Target Applications or for distribution.

2. LICENSE GRANTS.

2.1 Operating System. Subject to Customer's compliance with the terms and conditions of this Agreement and payment of any applicable fees, Wind River hereby grants to Customer a restricted, personal, non-transferable, non-exclusive, internal-use license: (i) to use the Operating System at the Authorized Site, on the Approved Host, solely to develop a Run-Time Module in connection with the Project; and (ii) to reproduce the Operating System for archive purposes, consistent with Customer's standard archive procedures.

2.2 Tools. Subject to Customer's compliance with the terms and conditions of this Agreement and payment of any applicable fees, Wind River hereby grants to Customer a restricted, personal, non-transferable, non-exclusive, internal-use license: (i) to use the Tools at the Authorized Site, on the Approved Host, solely by the number of licensed users specified in the Purchase Order and/or Wind River's final sales quote; and (ii) to reproduce the Tools for archive purposes, consistent with Customer's standard archive procedures.

2.3 Reference Source Code. Subject to Customer's compliance with the terms and conditions of this Agreement and payment of any applicable fees, Wind River hereby grants to Customer a restricted, personal, non-transferable, non-exclusive, internal-use license: (i) to use the Reference Source Code, if any, at the Authorized Site, on the Approved Host, solely to develop a Run-Time Module in connection with the Project; (ii) to modify the Reference Source Code, solely to the extent necessary to support the development of the Target Application and to properly interface with the Run-Time Module; (iii) to compile the Reference Source Code, including any modifications thereof, into Object Code; and (iv) to reproduce the Reference Source Code for archive purposes, consistent with Customer's standard archive procedures.

2.4 Distribution License. Subject to the terms and conditions of this Agreement, and Customer's payment of the applicable fees, Wind River grants Customer a non-exclusive, non-transferable, royalty-bearing license: (i) to reproduce the number of copies of the Run-Time Modules specified in the Purchase Order and/or Wind River's final sales quote, solely in Object Code at the Authorized Site; and (ii) to distribute such copies of the Run-Time Modules to End Users worldwide solely as inseparably embedded content in the Target Application, subject to an End User License Agreement.

3. CONDITIONS.

3.1 General. Except as expressly permitted by this Agreement, Customer may not: (i) modify the Operating System or Tools; (ii) translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to derive the Source Code of Software provided to Customer in Object Code, or create derivative works of the Operating System or Tools or let any third party do any of the foregoing; (iii) reproduce the Software other than as specified above; (iv) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant a security interest in, transfer possession of the Software or electronically transfer the Software from one computer to another over a network other than Customer's internal network as permitted, if at all, under this Agreement; (v) alter or remove any of Wind River's or its licensors' copyright or proprietary rights notices or legends appearing on or in the Software and Customer shall reproduce such notices on any copies Customer is permitted to make or (vi) modify, distribute or otherwise use the Software in any manner that causes any portion of the Software that is not already subject to an Open Source Software license to become subject to the terms of any Open Source Software license..

3.2 Third Party Software. Elements of the Software provided under this Agreement may contain or be derived from materials of third party licensors ("Third Party Software"). Such Third Party Software may be subject to restrictions in addition to those listed in this Section 3, including restrictions listed in any applicable Open Source Software licenses. Any such Third Party Software and corresponding licenses are identified in the Third Party Software file or Open Source Disclosure file that accompany the Software.

3.3 Run-Time Module Restrictions. Customer shall not list or quote a Run-Time Module as a separately priced item or option. Customer shall configure the Run-Time Module within Customer's Target Applications, so that the Run-Time Module will not operate apart from the operation of the Target Application.

3.4 End User License Agreements. Customer shall take all steps necessary to protect Wind River's and its licensors' proprietary rights in the Run-Time Module and to ensure that each Run-Time Module distributed by Customer will be accompanied by a localized copy of an End User License Agreement. Such End User License Agreement shall prohibit the End User from: (i) copying the Run-Time Module, except for archive purposes consistent with the End User's archive procedures; (ii) transferring the Run-Time Module to a third party apart from the Target Application; (iii) modifying, decompiling, disassembling, reverse engineering or otherwise attempting to derive the Source Code of the Run-Time Module; (iv) exporting the Run-Time Module or underlying technology in contravention of applicable U.S. and foreign export laws and regulations; and (v) using the Run-Time Module other than in connection with operation of the Target Application. In addition, the End User License Agreement shall: (i) state that the Run-Time Module is licensed, not sold and that Customer and its licensors retain ownership of all copies of the Run-Time Module; (ii) expressly disclaim all implied warranties, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (iii) exclude liability for any special, indirect, punitive, incidental and consequential damages; and (iv) require that any further distribution of the Run-Time Module be subject to the same restrictions set forth herein. The End User License Agreement shall also state that, with respect to the Run-Time Module, Wind River and its licensors are third party beneficiaries of the End User License Agreement and that the provisions related to the Run-Time Module are made expressly for the benefit of, and are enforceable by, Wind River and its licensors.

4. OWNERSHIP. Wind River and its licensors shall exclusively own all worldwide intellectual property rights in and to the Software. All rights not expressly granted to Customer in this Agreement are expressly reserved for Wind River and its licensors.

5. TERM AND TERMINATION. Either party may terminate this Agreement immediately upon written notice for the material breach of the other party, which material breach is curable and has remained uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the breaching party. Upon termination, Customer shall: (i) not use the Software for any purpose whatsoever; (ii) immediately destroy or return to Wind River all material belonging to Wind River or its licensors, including without limitation all Software, Run-Time Modules and Wind River confidential information then in Customer's possession; (iii) cease the reproduction and distribution of the Run-Time Modules (except as provided below); and (iv) shall promptly certify to Wind River that Customer has done so. Notwithstanding the foregoing, Customer may retain one (1) copy of the Run-Time Module to support existing End Users provided that Customer is then current with payments due to Wind River. Solely in the event of a termination of this Agreement for Wind River's material breach, Customer shall, for a period not to exceed sixty (60) days after the effective date of termination, have the right to sell, pursuant to the terms of this Agreement, any remaining Target Applications which were in Customer's inventory as of the effective date of the termination. These remedies shall be cumulative and in addition to any other remedies available to Wind River. All Sections except Sections 2 and 7 shall survive any termination of this Agreement.

6. KEYS AND ACCESS. Wind River agrees to provide to Customer those Software keys which are reasonably necessary to permit Customer to gain access to the Software contained on the media shipped to Customer and which Software has been properly licensed to Customer pursuant to a current license agreement. Notwithstanding anything to the contrary in this Agreement, Customer hereby acknowledges that Customer shall have no right or license to any software shipped to Customer on media as provided above which software is not properly licensed pursuant to a current license agreement, that any such software is included therein, solely as a matter of administrative convenience, and Customer further agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software. Customer shall not disclose the Software keys to any third party.

7. ORDERING.

7.1 Purchase Orders. In order to obtain the right to reproduce and distribute Run-Time Modules, Customer may submit a Purchase Order to Wind River indicating thereon the number of Run-Time Modules Customer wishes to license from Wind River, or, in the event this distribution license is subject to an annual or other time-based fee, the additional amount of time customer wishes to extend the license. Such Purchase Order may contain pre-printed or other written terms and conditions and the parties understand and agree that except for the number of licensed Run-Time Modules, or an increase in the amount of time Customer may distribute Run-Time Modules, such terms and conditions shall have no effect whatsoever and that the terms of this Agreement shall control. Wind River may reject any Purchase Order that is outside the scope of this Agreement. Wind River will invoice Customer for such Run-Time Modules upon confirmation and acceptance of Customer's Purchase Order.

7.2 Royalty Payments. In lieu of ordering additional Run-Time Modules by submitting Purchase Orders, Customer may request to make quarterly royalty payments based on the number of Run-Time Modules reproduced by Customer during each quarter. Upon Wind River's approval of such request, Customer shall enclose payment with its quarterly reports.

8. PAYMENT, TAXES AND RECORDS.

8.1 Payment Terms. Customer shall pay to Wind River the applicable Software license fees set forth in Wind River's current price list, unless otherwise agreed to in writing by Wind River. License fees, other than for royalty payments, will be invoiced upon shipment of the Software. All payment terms herein are subject to prior credit approval by Wind River. Customer shall pay all invoices within thirty (30) days of the date of such invoice or, for royalty payments, within thirty (30) days of the end of each calendar quarter, in U.S. dollars. Interest on any late payments shall accrue at the rate of one and one-half percent (1.5%) per month or partial month during which any sums under any such payment invoices were owed and unpaid, or the highest rate permitted by law, whichever is lower, from the date such amount is due until finally paid. Any failure of Customer to make payment of any payment invoice in the manner described in this Section may, at Wind River's discretion, be deemed a material breach of this Agreement for purposes of Section 5.

8.2 Taxes. All payments and amounts due hereunder shall be paid without deduction or set-off or counter claim, free and clear of any restrictions or conditions, and without deduction for any taxes, levies, imposts, duties, fees, deductions, withholdings or other governmental charges. If any deduction is required to be made by law, Customer shall pay in the manner and at the same time such additional amounts as will result in receipt by Wind River of such amount as would have been received by Wind River had no such amount been required to be deducted. If Customer is claiming sales or use tax exemption, a certified Tax Exempt Certificate must be attached to this Agreement or applicable Purchase Order submitted by Customer. Customer shall promptly pay or reimburse all federal, state and local taxes (exclusive of taxes on Wind River's net income), duties and assessments, if any, due, arising from or measured by amounts payable to Wind River under this Agreement, or furnish Wind River with evidence acceptable to the taxing authority necessary to sustain any exemption therefrom.

8.3 Records; Distribution Reports. Customer shall maintain complete, current and accurate records of the location of each copy of the Software in Customer's possession, the location of all users thereof, and the number of all licensed users of the Tools, and of all Run-Time Module copies made and distributed by or for Customer in Target Applications. Customer shall submit to Wind River within thirty (30) days of the end of each calendar quarter a written report which shall set forth the number of Run-Time Modules and Target Applications distributed by Customer and such other information as Wind River may reasonably request (herein, the "Target Report"). Wind River may provide, from time to time, a form Target Report that Customer agrees to follow with respect to carrying out the foregoing obligations. If no Run-Time Modules Applications were distributed within a given quarter, Customer shall provide to Wind River a statement so certifying. Except where Customer is reporting Run-Time Modules for which Customer has pre-paid Wind River its applicable per copy license fees, and provided Wind River has authorized Customer to reproduce the Run-Time Modules on a royalty basis, Customer shall enclose with the Target Report Wind River's stipulated per copy royalty for each copy of the Run-Time Module reproduced during the period reported. Customer's failure to submit an accurate Target Report and any applicable payments may, at Wind River's discretion, be deemed a material breach of this Agreement.

8.4 Audits. To ensure compliance with the terms of this Agreement, Wind River or its designated representative shall have the right, exercisable upon reasonable notice, to conduct an inspection and audit of all the relevant accounting and sales books and records of Customer, and to obtain true and correct photocopies thereof, during regular business hours at Customer's offices and in such a manner as not to interfere unreasonably with Customer's normal business activities. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months. If any such audit should disclose any underpayment of fees, Customer shall promptly pay Wind River such underpaid amount, together with interest thereon at a rate of one and one-half percent (1.5%) per month or partial month during which such amount was owed and unpaid, or the highest rate allowed by law, from the date such amount became due until finally paid. If the audit reveals that Customer has underpaid Wind River by five percent (5%) or more of amount owed, then Customer shall immediately reimburse Wind River for Wind River's expenses associated with such audit.

9. LIMITED WARRANTY.

9.1 Limited Warranty. Wind River warrants that the media on which the Software is delivered will be free from defects in materials or workmanship for a period of ninety (90) days from the date of shipment of such media to Customer ("Warranty Period"). If during the Warranty Period the media on which Software is delivered proves to be defective, Wind River will repair or replace such media, at Wind River's option, as Customer's sole remedy for any breach of warranty hereunder. Customer assumes full responsibility for: (i) the selection of the Software; (ii) the proper installation and use of the Software; (iii) verifying the results obtained from the use of the Software; and (iv) taking appropriate measures to prevent loss of data. Wind River does not warrant that the quality or performance of the Software will meet Customer's requirements or that Customer will be able to achieve any particular results from use or modification of the Software or that the Software will operate free from error.

9.2 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, WIND RIVER AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WIND RIVER, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. Some jurisdictions do not allow the limitation or exclusion of implied warranties or how long an implied warranty may last, so the above limitations may not apply to Customer. This warranty gives Customer specific legal rights and Customer may have other rights that vary from jurisdiction to jurisdiction.

10. SUPPORT. The Software license fees do not include support, installation or training. Installation and training services, to the extent offered by Wind River, may be separately purchased at Wind River's then-current rates. Customer may request additional information on Wind River's support offerings from a Wind River sales representative.

11. INFRINGEMENT INDEMNITY. Wind River will defend and indemnify Customer from and against any losses, costs or damages arising from any claims brought by third parties against Customer insofar as such claims assert that the Software, as provided to Customer, infringes a previously issued US patent, trade secret or US copyright, provided that Wind River is notified promptly of such claim and is given full and complete authority (including settlement authority), information and assistance by Customer for such defense. In the event that the Software is held in any such suit to infringe such a right and its use is enjoined, or if in the opinion of Wind River the Software is likely to become the subject of such a claim, Wind River at its own election and expense will either (i) procure for Customer the right to continue using the Software or (ii) modify or replace the Software so that it becomes non-infringing while giving substantially equivalent performance. In the event that (i) or (ii) above are not, in Wind River's sole determination, obtainable using reasonable commercial efforts, then Wind River may terminate this Agreement and refund amount Customer paid Wind River under this Agreement for the Software which is the subject of such claim, less a reasonable charge for Customer's past beneficial use based on depreciation of the Software on a straight line basis over a period of three (3) years from the Effective Date. The indemnification obligation shall not apply to infringement actions or claims to the extent that such actions or claims are based on or result from: (i) modifications made to the Software by a party other than Wind River; (ii) the combination of the Software with items not supplied by Wind River; (iii) the Third Party Software; and (iv) Customer's failure to use the most recent version of the Software provided by Wind River to Customer. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND WIND RIVER'S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.

12. CUSTOMER INDEMNITY. Customer will defend at its expense and indemnify Wind River from and against any losses, costs or damages resulting from or in connection with any claims by third parties resulting from or in connection with the use, manufacture, or distribution of Target Applications by Customer and Customer's direct and indirect End Users in any country, provided that Wind River gives Customer prompt written notice of any such claim, tenders to Customer the defense or settlement of any such claim at Customer's expense, and cooperates with Customer, at Customer's expense, in defending or settling such claim. This indemnification obligation shall not apply to infringement actions or claims if such actions or claims are based solely on the use of the Software in the form provided by Wind River.

13. LIMITATION OF LIABILITY. WIND RIVER AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WIND RIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WIND RIVER'S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO WIND RIVER BY CUSTOMER PURSUANT TO THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so this limitation and exclusion may not apply to Customer.

THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WIND RIVER AND CUSTOMER. WIND RIVER WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.

14. U.S. GOVERNMENT END USERS. The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Customer will provide the Software to U.S. Government End Users only pursuant to the terms and conditions therein.

15. GOVERNING LAW AND FORUM. This Agreement shall be governed in all respects by the laws of the United States of America and the State of New York without regard to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

15.1 Customers in North America. If Customer's principal place of business is in North America, all disputes arising under this Agreement shall be brought exclusively in Superior Court of the State of California in Santa Clara County or the U.S. District Court for the Northern District of California in San Francisco, California, as permitted by law. Customer consents to the personal jurisdiction of the above courts.

15.2 Customers Outside of North America. If Customer's principal place of business is outside North America, all disputes arising under this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators. Each party shall appoint one neutral arbitrator. The two arbitrators so appointed shall appoint the presiding arbitrator, who also shall be neutral, from a roster of arbitrators familiar with intellectual property disputes. If the two arbitrators to be appointed by the parties fail to agree upon a third arbitrator within fourteen (14) days of the appointment of the second arbitrator, the third arbitrator shall be appointed by the ICC from a roster of arbitrators familiar with intellectual property disputes. The arbitration procedure shall be conducted in the English language. Unless otherwise directed by the Arbitrators, the parties are limited to a single discovery request and response and may notice no more than five (5) depositions per party. Hearings shall be scheduled not later than sixty (60) days after receipt of the complainant and respondent's materials. Any such hearing shall be concluded, and a final award rendered, within ninety (90) days from the commencement of the hearing.

15.3 Site of Arbitration. The arbitration proceeding set forth in Section 15.2 shall be conducted in London, United Kingdom, if Customer's principal place of business is in Europe, the Middle East, or Africa, and in Honolulu, Hawaii, if Customer's principal place of business is elsewhere outside North America.

16. GENERAL. Customer shall not export or reexport the Software in violation of the export control laws of the United States and/or any other jurisdiction. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. This Agreement may not be assigned, sub-licensed, or otherwise transferred (including by way of a merger) by Customer without Wind River's prior written consent. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. This Agreement constitutes the complete, final and exclusive statement of the agreement between Wind River and Customer, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of Wind River. The terms and conditions of any Purchase Order or other instrument issued by Customer in connection with this Agreement which add to or differ from the terms and conditions of this Agreement (other than terms specifying the Approved CPU, Authorized Site, Wind River product desired, number of Tools users, and description of the Project) shall be of no force or effect.

Should you have any questions concerning this Agreement, please write: Wind River Systems, Inc., General Counsel, 500 Wind River Way, Alameda, CA 94501.

THE PRODUCT AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

BY CLICKING ON THE " I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

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