INCLUDED BELOW ARE THE FOLLOWING:

The following items are provided below:

Support and Maintenance Services Agreement

Hardware Assisted Tools Product Agreement

Product Evaluation License Agreement

Object Code License and Distribution Agreement

If you have received hardware, the terms of the "Hardware Assisted Tools Product Agreement" shall apply to your use of the product. If you have received a software product for evaluation purposes, only 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" shall apply to your use of the software.

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SUPPORT AND MAINTENANCE SERVICES AGREEMENT

THIS SUPPORT AND MAINTENANCE SERVICES 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 "Error" is defined in Section 3.2.

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

1.3 "Patch(es)" means additional programming code to be integrated with the Software to correct an Error or alleviate its effects.

1.4 "Software" means the Wind River software product licensed to Customer pursuant to a Software License Agreement and for which the Customer has paid the applicable annual support fee, any Patches, Updates and Upgrades, and any accompanying documentation provided by Wind River.

1.5 "Software License Agreement" is defined in Section 5.4.

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

1.7 "Support Term" means, subject to Wind River's receipt of Customer's payment for the applicable annual Software support fee, the period commencing upon the effective date of Customer's initial licensing of the Software pursuant to the Software License Agreement and continuing for an initial term that expires one (1) year thereafter, and for any one (1) year renewal terms agreed to in accordance with Section 6.1.

1.8 "Training Materials" means all materials provided by Wind River to Customer as part of the training services (if any) provided by Wind River to Customer during the Support Term, including instructional materials, user manuals, software and related documentation.

1.9 "Update" means a modification, correction or addition to the Software or documentation, including updates and enhancements (generally denoted by a change to one or more numbers to the right of the decimal point in the name of the Wind River product) that Wind River makes available to its commercial customers as a part of the standard support services under a software support and maintenance agreement without additional charge. The definition of "Update" excludes Upgrades.

1.10 "Upgrade" means an enhancement or addition to the Software other than an Update (generally denoted by a change to one or more numbers to the left of the decimal point in the name of a Wind River product) which Wind River does not make available to its all of its commercial customers as a part of the standard support services under a software support and maintenance agreement but rather is only made commercially available subject to payment of a separate incremental license fee, upgrade charge or as part of a subscription license fee.

1.11 "Workaround(s)" means a series of instructions, procedural steps or usage clarifications to avoid an Error or circumvent its effects. A Workaround does not involve issuance of new programming code.

2. Training Services. If Customer requests Wind River provide training services with respect to the Software during the Support Term, Wind River will use reasonable commercial efforts to provide such services at a time, location, and for the number of students agreed by the parties. If the training location is not a Wind River facility, Customer will provide at its expense adequate facilities and equipment required for the training at the specified facility and reimburse Wind River for its reasonable travel expenses in connection with the training provided at such facility. If Customer postpones or cancels a training class, Wind River may charge Customer Wind River's standard postponement or cancellation fees. If Customer and Wind River have executed a separate training services agreement, that agreement will govern Wind River's provision of training thereunder and the terms therein will supersede the training-specific terms in this Agreement.

3. Support Services. During the Support Term, Wind River shall perform the following support services:

3.1 Updates. Wind River will deliver to Customer one (l) copy of any Software Updates (or as applicable, Upgrades) in the form the Software was originally provided to Customer (i.e., Object Code or Source Code) and one (1) set of documentation Updates (or as applicable, Upgrades) for each type of Software product licensed by Customer, as Wind River makes such Updates (or as applicable, Upgrades) available for general release and to the extent such Updates (or as applicable, Upgrades) apply to Software covered by this Agreement.

3.2 Error Wind River will use reasonable commercial efforts in accordance with Section 3 to remedy programming errors in the Software in the form provided by Wind River that prevent the Software from substantially conforming to its specifications ("Errors"). Such remedy may consist of corrected portion(s) of the Software, Patches, or communication to Customer of a Workaround that gives Customer the ability to achieve substantially the same functionality as would be obtained without the Error, as determined by Wind River.

3.3 Telephone/E-mail Support. Wind River will provide reasonable telephone and email technical support during Wind River's normal business hours as follows:

Wind River will provide reasonable assistance to Customer to determine if a problem Customer is encountering is attributable to an Error, and will address Errors in accordance with Section 3.2.

Wind River will answer questions concerning installation of Software as originally delivered by Wind River.

Wind River will provide reasonable assistance to Customer to resolve Customer's problems that occur during normal usage of the Software. Notwithstanding the foregoing, if Wind River determines that Customer requires ongoing help with a particular problem that is not caused by an Error, or that the resolution to such a problem involves customization of the Software, Wind River may, at its sole discretion, refer Customer to Wind River's professional services support group for assistance, for which Wind River requires an additional fee.

3.4 Notice of Errors Customer shall provide Wind River with notice of Software problems by telephone (via the Wind River toll-free support number), by e-mail sent to support@windriver.com, or through another contact designated by Wind River. Such problem notice will contain sufficient information on computer-readable media, if practicable, for Wind River to reproduce the problem.

4. Support Limitations.

4.1 Discontinued/Obsolete Software. Wind River will have no obligation to provide services for versions of a Software product or any portions, aspects or components thereof, that have been declared obsolete or discontinued by Wind River for one (1) year or more, or that have been superseded by an Upgrade, if one (1) year after such Upgrades have been released such Upgrades have not been licensed and installed by Customer. Wind River shall have no obligation to support Software that has not been maintained to the latest Update or Patch, if one (1) year after such Update or Patch has been released such Update or Patch has not been installed by Customer.

4.2 General Limitations. Wind River shall have no obligation to investigate or correct problems (including Errors) that cannot be reproduced by Wind River based on information provided by Customer, that are due to a breach by Customer of the terms of the Software License Agreement, or that cannot be remedied due either to the operational characteristics of the computer equipment on which the Software is used or to modifications to the Software made by Customer or any third party. If Wind River agrees to correct any problems not covered by this Agreement, Customer shall pay Wind River for all such work performed at Wind River's then-current standard time and materials charges. Such amount shall be due and payable within thirty (30) days of the applicable Wind River invoice date.

4.3 Services Wind River shall have no obligation to provide support for any Wind River services, including but not limited to BSP implementation services, and including any software that Customer may receive as part of such services.

5. Customer Responsibilities.

5.1 Notice and Assistance. Customer shall notify Wind River of Software problems in accordance with Section 3.4. Customer shall provide relevant information as requested by Wind River as well as sufficient support and test time on Customer's computer system to determine if a problem is attributable to an Error, to correct any Errors, and to determine if an Error has been corrected.

5.2 Updates. Customer shall incorporate the Updates as soon as practicable and acknowledges that failure to incorporate any such Update may make subsequent Updates unusable.

5.3 Contact. Customer must designate a named contact person and an alternate contact person for each Customer installation, which contact person shall submit problem reports and receive all corrections, Updates, Patches, Workarounds, correspondence and other communications concerning the Software. Customer shall notify Wind River, in writing, of any change in the contact person or the alternate contact person.

5.4 License Compliance; Use Restrictions. Subject to Section 8, Customer acknowledges that the Updates, Patches and any other software provided to Customer pursuant to this Agreement are subject to the terms and conditions of the license agreement pursuant to which Customer initially obtained the applicable Software ("Software License Agreement") and Customer agrees to abide by those terms and conditions. Customer may use the Training Materials solely for its internal development activities related to the Software. Customer may not copy, modify, distribute or disclose to third parties the Training Materials.

6. TERM AND TERMINATION.

6.1 Term. Wind River shall provide the Support services described in this Agreement during the Support Term. After the initial term, this Agreement may be renewed for additional one (1) year terms upon payment by Customer of the then-current annual support fee, unless either party gives written notice to the other party at least thirty (30) days prior to the expiration of the then current one (1) year term of its intent not to renew this Agreement. The duration of any training services provided during the Support Term will be agreed by the parties in writing.

6.2 Termination. Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and fails to cure such breach within thirty (30) days of the non-breaching party's written notice thereof (except for breaches of Section 8 or Section 9, for which there is no cure period). Wind River may terminate this Agreement upon the occurrence of any event which would permit Wind River to terminate the Software License Agreement or any other agreement between Wind River and Customer. In the event of termination or expiration of this Agreement, all fees or charges then due and payable, or to become due and payable in the future based upon services already rendered, shall be immediately due and payable and Customer's obligations to pay such amounts shall survive the termination of this Agreement. The following sections shall survive any expiration or termination of this Agreement: Sections 5.4, 6.2, 7, 8, 9, 10, 11 and 12.

7. Fees and Payment. Customer shall pay to Wind River the applicable annual support fees for the Software and the training fees (if any). Support fees shall be payable annually in advance, within thirty (30) days after the date of the applicable Wind River invoice, and shall accrue commencing upon the date the Software was licensed by Customer pursuant to the Software License Agreement. Training fees shall be payable within thirty (30) days after the date of the applicable Wind River invoice. Wind River may charge interest in the amount of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid for all fees not paid when due. Upon at least sixty (60) days notice to Customer prior to the commencement of any renewal support term, Wind River shall have the right to change the support fees that will apply during such renewal term. All fees are exclusive of taxes, and Customer shall pay all sales, use, services or other similar taxes, if any, applicable to the fees. If Customer purchases support for any Software Customer has licensed from Wind River, Customer must purchase support for all such Software Customer has licensed from Wind River.

8. Proprietary Rights; Use of Source Code. All software and Training Materials delivered under this Agreement (including Updates and Patches) and any modifications thereto shall be owned by Wind River. At Wind River's sole discretion, certain Updates and Patches may be provided to Customer in Source Code. If Customer's Software License Agreement contains a Source Code license grant (including Software License Agreements with a "reference source code" license grant), then the terms and conditions of that license grant shall govern Customer's use of the Source Code Update or Patch. If Customer's Software License Agreement does not contain a Source Code license grant, Wind River hereby grants Customer a restricted, personal, non-transferable, non-exclusive, internal-use license to use and modify the Source Code provided in an Update or Patch solely to the extent necessary to remedy any Error and to incorporate the Update or Patch into the Software as specified by Wind River. Customer acknowledges and agrees that: (i) except as set forth above, the use of such Source Code shall be in strict accordance with the terms and conditions of the applicable Software License Agreement; (ii) if Customer has obtained the right to distribute the Software, or any portions thereof, pursuant to the Software License Agreement, Customer shall compile the Source Code Updates or Patches provided by Wind River hereunder into Object Code prior to any such distribution and shall distribute and use such Updates or Patches in Object Code only and in strict accordance with the terms and conditions of the applicable Software License Agreement; and (iii) that such Source Code is Confidential Information as described in Section 9. Customer acknowledges that Wind River has no obligation to provide, and Customer has no right to receive, the Source Code for the Software or any Update or Patch.

9. Confidential Information. In the event either party obtains access to the Confidential Information (defined below) of the other party in the course of performing this Agreement, the party obtaining such information shall maintain the confidentiality of such information in the same manner it maintains the confidentiality of its own similar Confidential Information, but in no event with less than reasonable care. "Confidential Information" of either party means any information disclosed on written or magnetic media during the Support Term that is marked "confidential" or with a similar legend at the time of disclosure to the receiving party. Notwithstanding the foregoing, all Updates, Patches, Workarounds, Training Materials and any software provided by Wind River pursuant to this Agreement shall be deemed Confidential Information without regard to whether such items are marked "confidential" or with a similar legend. Confidential information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement; (b) rightfully received by the receiving party from a third party without confidentiality limitations; (c) independently developed by the receiving party without reference to the Confidential Information; (d) known to the receiving party prior to its first receipt of same from the disclosing party; or (e) hereinafter disclosed by the disclosing party to a third party without restriction on disclosure. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of the receiving party, the receiving party shall promptly notify the disclosing party of the order or request and permit the disclosing party (at its own expense) to seek an appropriate protective order. This Agreement shall not be construed to prohibit, and Wind River shall be entitled to use for any purpose, including without limitation use in development, manufacture, promotion, sale, support and maintenance of Wind River's or its customers' products and services any information received from Customer in association with the support services described in this Agreement that may be retained as know how, ideas, processes or expertise in the unaided memories of Wind River's personnel.

10. Disclaimer. Wind River and its licensors provide no warranty, express, implied, or statutory including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title or noninfringement of third party rights related to the Updates, Patches, Workarounds, Training Materials or any services provided hereunder.

11. Limitation of Liability. Wind River and its licensors shall not be liable for any incidental, special, consequential or indirect damages of any kind arising from or related to this Agreement (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 fees paid to Wind River by Customer hereunder.

12. General. Customer shall not export or reexport any software or Training Materials received pursuant to this Agreement 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 Delaware without regard to conflict of principles of laws. All disputes arising under this Agreement shall be brought in Superior court of the State of California in Alameda County or the Federal District Court of San Francisco, California as permitted by law. 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 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. Each party agrees that use of pre-printed forms, such as purchase orders or acknowledgements, is for convenience only and all terms and conditions stated thereon are void and of no effect.

Should you have any questions concerning this Agreement, please write: Wind River Systems, Inc., Vice President, Intellectual Property and Legal Affairs, 500 Wind River Way, Alameda, CA 94501.

HARDWARE ASSISTED TOOLS PRODUCT AGREEMENT

THIS HARDWARE ASSISTED TOOLS PRODUCT 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 Hardware and Software to Customer, in which case Customer may return the Hardware and Software within thirty (30) days after shipment, or refuse to download the Software, whichever is applicable, and the amount Customer paid for the Hardware and Software will be refunded.

1. Definitions.

1.1 "Customer" means the person or entity that uses the Product.

1.2 "Hardware" means the reference board, Microprocessor Emulation and any other hardware provided by Wind River under this Agreement.

1.3 "Microprocessor Emulation" means Wind River Connect, Wind River Probe, Wind River Ice and Wind River Trace products delivered in connection with the Product under this Agreement.

1.4 "Product" means the (i) Hardware, Software, accompanying documentation, updates thereto (if any) provided by Wind River to Customer under this Agreement and (ii) any third party power supplies, cables, or any other accessories supplied by Wind River and included with the original shipment of the Hardware or Software.

1.5 "Reference Source Code" means any board support package, driver source code, and diagnostics source code that may be provided by Wind River in the Product.

1.6 "Software" means the computer programming code in the form and format provided by Wind River under this Agreement, whether provided on a CD-ROM, via an FTP site or other means of delivery, or embedded in the Hardware, and all updates and modifications thereto (if any) and all full or partial copies thereof, whether such modifications or copies are provided by Wind River or made by Customer as permitted under this Agreement. Notwithstanding the foregoing, to the extent any of the programming code or associated documentation provided by Wind River under this Agreement includes additional license terms specific to such programming code or associated documentation, then to the extent such terms are inconsistent with the terms and conditions of this Agreement, such other terms shall apply and have precedence over the terms and condition of this Agreement. The definition of Software includes without limitation the 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: GNU General Public License, GNU Library General Public License, GNU Lesser Public License or other substantially similar open source license.

2. Warranties.

2.1 Warranty and Initial Support. Wind River warrants that: (i) the media on which the Software is delivered and the Microprocessor Emulation will be free from defects in materials or workmanship under normal use and accordance with accompanying documentation for a period of one year from the date on which Wind River ships the Product to Customer and (ii) the Hardware (other than Microprocessor Emulation), will be free from defects in materials or workmanship under normal use and accordance with accompanying documentation for a period of thirty days from the date on which Wind River ships the Product to Customer (the "Warranty Period").

(a) If during the Warranty Period the media, Microprocessor Emulation or Hardware proves to be defective, Wind River will, at its option, repair or replace such media, Microprocessor Emulation or Hardware, or, if repair or replacement is not commercially practicable, then Wind River will refund the purchase price of the Product. Wind River has the right to repair or replace with products containing new or remanufactured components. Any replacement unit of Product will be warranted for the remainder of the original Warranty Period or ninety (90) days, whichever is longer for Microprocessor Emulation or thirty days (30) for Hardware. Such repair, replacement or refund shall be Customer's sole remedy for any breach of warranty hereunder. In addition, Wind River may in its sole discretion make available certain Software updates and provide all or part of the Hardware support specified in Section 2.2 below during the Warranty Period. Wind River does not warrant that the performance of the Product will meet Customer's requirements or that the Product will operate free from error. Disassembling or modifying any part of the media or Hardware shall immediately void any warranty or support obligation provided to Customer hereunder.

(b) Wind River shall not be liable in respect of defects in the Product arising from; (i) abuse, accident, misuse, disaster, error or neglect in use or storage of a Product; (ii) the use of the Product in combination with other equipment, software or technology not purchased or licensed from Wind River, provided that such defects would not have occurred but for such combination, modification or enhancement; (iii) any improper installation or usage; or (iv) normal wear and tear of the Product. Accordingly, if upon return of a failed Product it is clear that the fault has arisen out of one or more of the above set of circumstances, then Wind River reserves the right to charge the full price of any replacement unit, or the cost of getting the unit repaired. Repair charges include labor, parts replaced, shipping and an administration charge.

2.2 Optional Extended Support. Subject to the terms and conditions of this Agreement, and provided that Customer has paid the applicable support fee for a Product, Wind River will provide the following support for twelve months from the date of shipment and for any one-year renewal support term mutually agreed by the parties thereafter.

(a) Updates and Error Correction. Wind River will: (i) make available to Customer a copy of each Software update as Wind River makes such updates generally available to its similarly situated licensees in Customer's region; (ii) use reasonable commercial efforts to remedy any programming error in the Software or error in the Hardware that in each case prevents the Product from substantially conforming to its specifications (an "Error"). Such remedy may consist of a corrected portion of the Product, or communication to Customer of a workaround which gives Customer the ability to achieve substantially the same functionality as would be obtained without the Error, as determined by Wind River or its licensors.

(b) Telephone Support. Wind River will, during its normal business hours, (i) provide reasonable telephone assistance to Customer to determine if a problem Customer is encountering is attributable to an Error; (ii) answer reasonable questions regarding the installation and basic functionality of the Product in the form delivered to Customer; (iii) provide reasonable assistance to Customer to resolve Product problems that occur during normal usage; and (iv) provide other assistance as contemplated in accordance with Wind River Standard Support and Maintenance Agreement. Notwithstanding the foregoing, if Wind River determines that Customer requires ongoing assistance with a problem that is not caused by an Error, Wind River may charge an additional fee for such assistance. Wind River Support Contact Information may be found at www.windriver.com/support/

(c) Limitations. Wind River's obligations hereunder with respect to each version of a Product shall only apply for one year after either the issuance of any new version of such Product or notification of Wind River's intent to discontinue the Product. Wind River shall have no obligation to i) support a Product that has not been maintained to the latest update, ii) correct Errors that are due to Customer's breach of this Agreement, iii) correct errors that cannot be remedied due to the computer equipment with which Customer uses the Product or to any modifications or damage to the Product by Customer or any third party, or iv) provide Customer with updated or superseded versions of any components contained in the Products, except for updates as described above. Customer agrees to incorporate the updates as soon as practicable after they are made available by Wind River and acknowledges that failure to incorporate such updates may make subsequent updates unusable.

(d) Return Material Authorization. Subject to the foregoing terms and conditions, defective Product may be returned to Wind River only after Customer provides Wind River Customer Support the following information (i) a defect description, (ii) the serial number of the defective Product(s), and (iii) the license number for the defective Product(s). At this time Wind River's customer support team will check the validity of the request. If Wind River agrees that the items should be returned, Wind River will issue a Return Material Authorization Number (RMA#). Customer should refer to the RMA# number when returning the defective Product and should clearly display the RMA# on the shipping package.

2.3 Geographic Limits. Customer may not export or reexport the Product without Wind River's prior written consent. Wind River will provide the warranty and support services specified in this Section 2 only in the country where Customer purchased the Product. Warranty and support services for the Products in other countries (if available) are subject to an additional fee.

3. Software License. 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 personal, non-transferable, non-exclusive, internal-use license: (i) to use the Software solely in conjunction with the Hardware contained in the Product; (ii) to modify the Reference Source Code provided to Customer in source-code form solely to the extent necessary to operate the Product; and (iii) to reproduce one copy of the Software for archive purposes, consistent with Customer's standard archive procedures. The Software licensed under this Agreement may contain or be derived from materials of third party licensors. Such third party materials may be subject to restrictions in addition to those listed in this Section 3, which restrictions, if any, are set forth at the end of this Agreement.

4. General Restrictions. Customer may not: (i) modify the Software provided to Customer in object-code form; (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 form; (iii) create derivative works of the Software provided in object-code form or let any third party do any of the foregoing; (iv) reproduce the Software other than as specified in Section 3 above; (v) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer any rights, grant a security interest in, or transfer possession of the Software; (vi) alter or remove any of Wind River's or its licensors' copyright or proprietary rights notices or legends appearing on or in the Hardware or Software (including all of its component parts) or (v) 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 license to become subject to the terms of any open source license. Customer shall reproduce such notices on any copies of the Software Customer is permitted to make.

5. Fees; Payment; Taxes. The Product shall be deemed irrevocably accepted upon shipment. Customer shall pay the applicable fees set forth in Wind River's current price list unless otherwise agreed to in writing by Wind River. Fees will be invoiced upon shipment of the Product and all amounts invoiced shall be due thirty days after receipt of invoice. All payment terms herein are subject to prior credit approval by Wind River. Interest on any late payments shall accrue at the rate of one and one-half percent per month, or the highest rate permitted by law, from the date such amount is due until finally paid. Customer shall promptly pay or reimburse all federal, state and local taxes (excluding taxes on Wind River's net income), duties and assessments, if any, due, arising on 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. 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.

6. Confidential Information. The term "Confidential Information" means (i) the technology, ideas, know how, documentation, processes, algorithms, software, technology and trade secrets associated with the Product; and (ii) any access keys related to the Product. 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 less than reasonable care. 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. Confidential Information does not include any information which is a) available to the public other than by breach of this Agreement; b) rightfully received by Customer from a third party without confidentiality limitations; c) independently developed by Customer as evidenced by appropriate records; d) known to Customer prior to its first receipt from Wind River as evidenced by appropriate records; or e) disclosed by Wind River to a third party without restriction on disclosure. 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 expense) to seek an appropriate protective order.

7. Ownership. Wind River and its licensors shall retain exclusive ownership of all worldwide intellectual property rights in and to the Product. Customer hereby assigns to Wind River any such rights Customer may obtain in and to the foregoing. Subject to Wind River's intellectual property rights in the Product (including the Hardware and Software), title to the Hardware and the media containing the Software, and all risk of loss thereto, shall pass to Customer upon shipment of the Product to Customer; provided that Customer timely pays Wind River the full Product purchase price as specified in Section 5. All rights not expressly granted to Customer in this Agreement are expressly reserved for Wind River and its licensors.

8. Term and Termination. This Agreement will terminate upon Customer's breach, unless such breach is curable and is cured by Customer within ten days after Wind River notifies Customer of such breach. Upon termination, Customer agrees not to use the Product for any purpose whatsoever, to promptly return the Product(s) then in Customer's possession to Wind River and to certify to Wind River that all copies of the Software have been returned. Upon termination Wind River may repossess all copies of the Product then in Customer's possession or control. These remedies shall be cumulative and in addition to any other remedies available to Wind River. The provisions of this Agreement, other than Wind River's warranty obligations under Section 2 and the license grants in Section 3 above, shall survive termination.

9. 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 licensed under this 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 physical media or provided to Customer via an FTP site or by other means of delivery, if such software is not expressly licensed to Customer under this Agreement or another Wind River license agreement. Any such unlicensed software is included on such media or is otherwise available at the FTP site or by other means solely as a matter of administrative convenience. Customer further agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.

10. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2, 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.

11. Infringement Indemnity. Subject to the Limitation of Liability provision stated below in Section 12, Wind River will defend at its expense any suit brought against Customer and will pay all damages finally awarded in such suit insofar as such suit is based on a claim that the Product as provided to Customer infringes a U.S. patent issued on or prior to the date of shipment of the Product or 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 Product 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 Product 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 Product or (ii) modify or replace the Product 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 the amount Customer paid Wind River under this Agreement for the Product which is the subject of such claim, less a reasonable charge for Customer's past beneficial use based on depreciation of the Product on a straight-line basis over a period of three years from shipment of the Product to Customer. 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 Product by a party other than Wind River; (ii) the combination of the Product with items not supplied by Wind River; and (iii) Customer's failure to use the most recent version of the Product provided by Wind River to Customer; provided, that the infringement described in (i) through (iii) would have been avoided but for such modification, combination or use. THIS SECTION STATES CUSTOMER'S EXCLUSIVE REMEDY AND WIND RIVER'S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.

12. 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.

13. General. This Agreement will be governed in all respects by the laws of the State of Delaware 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 Alameda County or the Federal District Court of San Francisco, California, except that Wind River may bring an action to enforce its intellectual property rights in the Products in any applicable 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. 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 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. Each party agrees that Customer's use of pre-printed forms, such as purchase orders or acknowledgements, is for convenience only and all terms and conditions stated thereon are void and of no effect. Should you have any questions concerning this Agreement, please write: Wind River Systems, Inc., Vice President, Intellectual Property and Legal Affairs, 500 Wind River Way, Alameda, CA 94501.

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.

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 "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.

1.9 "Software" means (i) the computer programming code and accompanying documentation, including updates (if any), provided by Wind River under this Agreement, and (ii) modification thereto and full or partial copies thereof, whether such copies are provided by Wind River or made by Customer as permitted under this Agreement (the "Permitted Modifications"). Permitted Modifications shall include without limitation, any additions, adaptations, modifications, improvements, corrections, variations, enhancements, revisions, or interface elements, in any form or medium whatsoever, that is derived in any manner from the Software. The definition of Software includes without limitation the Object Code, 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: GNU General Public License, GNU Library General Public License, GNU Lesser Public License.

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

1.11 "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. 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. Customer shall reproduce and include any and all copyright notices and proprietary rights legends, as such notices and legends appear in the original Software, on any copy of the Software, or any portion thereof, and in any Permitted Modifications.

3. 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.

4. RESTRICTIONS.

4.1 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).

4.2 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.

4.3 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; or (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.

4.4 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.

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

4.6 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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 California as applied to contracts entered into between residents thereof and performed entirely within the State.. 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.

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. 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. 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. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the provisions of this Agreement by Customer will cause Wind River irreparable damage for which recovery of money damages would be inadequate, and that Wind River shall therefore be entitled to obtain timely injunctive relief to protect Wind River's rights under this Agreement in addition to any and all remedies available at law. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 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 operating system product families or other operating systems software that may be provided by Wind River under this Agreement.

1.9 "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.

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

1.11 "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 "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.

1.13 "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: GNU General Public License, GNU Library General Public License, GNU Lesser Public License (the "GNU Licenses").

1.14 "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.

1.15 "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.

1.16 "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 subjects any portion of the Software to open source licenses that do not otherwise apply to such Software.

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.

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.

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. Termination of this Agreement shall not affect any End User sublicenses previously granted by Customer pursuant to Section 3.4. 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. The Software shall be deemed irrevocably accepted upon shipment. 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 accurate records of the location of each copy of the Software in Customer's possession, the location, the number of all licensed users of the Tools, the number of Run-Time Module copies made and distributed by or for Customer as well as the dates of manufacture and distribution, and the Target Applications into which such Run-Time Modules are embedded. Within thirty (30) days of the end of each calendar quarter, Customer will submit a report ("License Report") via Wind River's on-line customer support web page, currently located at URL: www.windriver.com/reporting ("Reporting Site"), which includes the following information:

(a) the number of Run-Time Modules and Target Applications manufactured by or for Customer during each calendar quarter, organized by Project and Target Application;

(b) the Authorized Sites and number of Tools licenses being used for such Project(s) and Target Application(s);

(c) Software usage reports for each calendar quarter, which reports are generated through the license management technology in the Software;

(d) the Run-Time Module fees due to Wind River;

(e) the production start and end dates for each Target Application; and

(f) such other information as Wind River may reasonably request.

Customer will provide the License Report each calendar quarter, even if no Run-Time Modules were manufactured during that quarter. A copy of the License Report should be included with the payment of the Run-Time Module fees. Wind River may change the location of its on-line customer support web page upon notice to Customer.

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 US copyright or a previously issued U.S. patent, or misappropriates a trade secret; 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 California 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. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the provisions of this Agreement by Customer will cause Wind River irreparable damage for which recovery of money damages would be inadequate, and that Wind River shall therefore be entitled to obtain timely injunctive relief to protect Wind River's rights under this Agreement in addition to any and all remedies available at law. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 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., Vice President, Contracts and Licensing, 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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