Altera Mentor Verification IP Altera Edition AMBA AXI3/4TM User Manual

Page 782

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12.2. If a claim is made under Subsection 12.1 Mentor Graphics may, at its option and expense, (a) replace or modify the Product

so that it becomes noninfringing; (b) procure for Customer the right to continue using the Product; or (c) require the return
of the Product and refund to Customer any purchase price or license fee paid, less a reasonable allowance for use.

12.3. Mentor Graphics has no liability to Customer if the action is based upon: (a) the combination of Software or hardware with

any product not furnished by Mentor Graphics; (b) the modification of the Product other than by Mentor Graphics; (c) the
use of other than a current unaltered release of Software; (d) the use of the Product as part of an infringing process; (e) a
product that Customer makes, uses, or sells; (f) any Beta Code or Product provided at no charge; (g) any software provided
by Mentor Graphics’ licensors who do not provide such indemnification to Mentor Graphics’ customers; or
(h) infringement by Customer that is deemed willful. In the case of (h), Customer shall reimburse Mentor Graphics for its
reasonable attorney fees and other costs related to the action.

12.4. THIS SECTION 12 IS SUBJECT TO SECTION 9 ABOVE AND STATES THE ENTIRE LIABILITY OF MENTOR

GRAPHICS AND ITS LICENSORS FOR DEFENSE, SETTLEMENT AND DAMAGES, AND CUSTOMER’S SOLE
AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT
OR TRADE SECRET MISAPPROPRIATION BY ANY PRODUCT PROVIDED UNDER THIS AGREEMENT.

13. TERMINATION AND EFFECT OF TERMINATION. If a Software license was provided for limited term use, such license

will automatically terminate at the end of the authorized term.

13.1. Mentor Graphics may terminate this Agreement and/or any license granted under this Agreement immediately upon written

notice if Customer: (a) exceeds the scope of the license or otherwise fails to comply with the licensing or confidentiality
provisions of this Agreement, or (b) becomes insolvent, files a bankruptcy petition, institutes proceedings for liquidation or
winding up or enters into an agreement to assign its assets for the benefit of creditors. For any other material breach of any
provision of this Agreement, Mentor Graphics may terminate this Agreement and/or any license granted under this
Agreement upon 30 days written notice if Customer fails to cure the breach within the 30 day notice period. Termination of
this Agreement or any license granted hereunder will not affect Customer’s obligation to pay for Products shipped or
licenses granted prior to the termination, which amounts shall be payable immediately upon the date of termination.

13.2. Upon termination of this Agreement, the rights and obligations of the parties shall cease except as expressly set forth in this

Agreement. Upon termination, Customer shall ensure that all use of the affected Products ceases, and shall return hardware
and either return to Mentor Graphics or destroy Software in Customer’s possession, including all copies and
documentation, and certify in writing to Mentor Graphics within ten business days of the termination date that Customer no
longer possesses any of the affected Products or copies of Software in any form.

14. EXPORT. The Products provided hereunder are subject to regulation by local laws and United States government agencies,

which prohibit export or diversion of certain products and information about the products to certain countries and certain
persons. Customer agrees that it will not export Products in any manner without first obtaining all necessary approval from
appropriate local and United States government agencies.

15. U.S. GOVERNMENT LICENSE RIGHTS. Software was developed entirely at private expense. All Software is commercial

computer software within the meaning of the applicable acquisition regulations. Accordingly, pursuant to US FAR 48 CFR
12.212 and DFAR 48 CFR 227.7202, use, duplication and disclosure of the Software by or for the U.S. Government or a U.S.
Government subcontractor is subject solely to the terms and conditions set forth in this Agreement, except for provisions which
are contrary to applicable mandatory federal laws.

16. THIRD PARTY BENEFICIARY. Mentor Graphics Corporation, Mentor Graphics (Ireland) Limited, Microsoft Corporation

and other licensors may be third party beneficiaries of this Agreement with the right to enforce the obligations set forth herein.

17. REVIEW OF LICENSE USAGE. Customer will monitor the access to and use of Software. With prior written notice and

during Customer’s normal business hours, Mentor Graphics may engage an internationally recognized accounting firm to review
Customer’s software monitoring system and records deemed relevant by the internationally recognized accounting firm to
confirm Customer’s compliance with the terms of this Agreement or U.S. or other local export laws. Such review may include
FLEXlm or FLEXnet (or successor product) report log files that Customer shall capture and provide at Mentor Graphics’
request. Customer shall make records available in electronic format and shall fully cooperate with data gathering to support the
license review. Mentor Graphics shall bear the expense of any such review unless a material non-compliance is revealed. Mentor
Graphics shall treat as confidential information all information gained as a result of any request or review and shall only use or
disclose such information as required by law or to enforce its rights under this Agreement. The provisions of this Section 17
shall survive the termination of this Agreement.

18. CONTROLLING LAW, JURISDICTION AND DISPUTE RESOLUTION. The owners of certain Mentor Graphics

intellectual property licensed under this Agreement are located in Ireland and the United States. To promote consistency around
the world, disputes shall be resolved as follows: excluding conflict of laws rules, this Agreement shall be governed by and
construed under the laws of the State of Oregon, USA, if Customer is located in North or South America, and the laws of Ireland
if Customer is located outside of North or South America. All disputes arising out of or in relation to this Agreement shall be
submitted to the exclusive jurisdiction of the courts of Portland, Oregon when the laws of Oregon apply, or Dublin, Ireland when
the laws of Ireland apply. Notwithstanding the foregoing, all disputes in Asia arising out of or in relation to this Agreement shall
be resolved by arbitration in Singapore before a single arbitrator to be appointed by the chairman of the Singapore International
Arbitration Centre (“SIAC”) to be conducted in the English language, in accordance with the Arbitration Rules of the SIAC in
effect at the time of the dispute, which rules are deemed to be incorporated by reference in this section. This section shall not

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