SPARCTM
V8 Technology License
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SUN COMMUNITY
SOURCE LICENSE
MICROELECTRONICS
SPARCTM CORES
Version 1.0.10
(Rev. Date September
9, 1999)
RECITALS
Original Contributor
has developed Specifications and Source Code implementations of certain
Technology; and Original Contributor desires to license the Technology
to a large community to facilitate research, innovation and product development;
and Original Contributor desires to license certain Sun Trademarks for
the purpose of branding products that are compatible with the relevant
Technology delivered by Original Contributor; and You desire to license
the Technology and possibly certain Sun Trademarks from Original Contributor
on the terms and conditions specified in this License. In consideration
for the mutual covenants contained herein, You and Original Contributor
agree as follows: AGREEMENT 1. Introduction. The Sun Community Source License
and effective attachments ("License") may include five distinct licenses:
Research Use, Internal Deployment Use, Commercial Use, VTS and Trademark
License. The Research Use license is effective when You click and accept
this License. The VTS and Internal Deployment Use licenses are effective
when You click and accept this License, unless otherwise specified in the
VTS and Internal Deployment Use attachments. The Commercial Use and Trademark
licenses must be signed by You and Original Contributor in order to become
effective. Once effective, these licenses and the associated requirements
and responsibilities are cumulative. Capitalized terms used in this License
are defined in the Glossary. 2. License Grants. 2.1 Original Contributor
Grant. Subject to Your compliance with Sections 3, 8.9 and Attachment A
of this License, Original Contributor grants to You a worldwide, royalty-free,
non-exclusive license, to the extent of Original Contributor's Intellectual
Property Rights covering the Original Code, Upgraded Code and Specifications,
to do the following: a) Research Use License: (i) use, reproduce and modify
the Original Code, Upgraded Code and Specifications to create Modifications
and Reformatted Documentation for Research Use by You, (ii) publish and
display Original Code, Upgraded Code and Specifications with, or as part
of Modifications, as permitted under Section 3.1 b) below, and (iii) reproduce
and distribute copies of Original Code and Upgraded Code to Licensees and
students for Research Use by You. b) Other than the licenses expressly
granted in this License, Original Contributor retains all right, title,
and interest in Original Code and Upgraded Code and Specifications. 2.2
Your Grants. a) To Other Licensees. You hereby grant to each Licensee a
license to Your Error Corrections and Shared Modifications, of the same
scope and extent as Original Contributor's licenses under Section 2.1 a)
above relative to Research Use, Attachment C relative to Internal Deployment
Use, and Attachment D relative to Commercial Use. b) To Original Contributor.
You hereby grant to Original Contributor a worldwide, royalty-free, non-exclusive,
perpetual and irrevocable license, to the extent of Your Intellectual Property
Rights covering Your Error Corrections, Shared Modifications and Reformatted
Specifications, to use, reproduce, modify, display and distribute Your
Error Corrections, Shared Modifications and Reformatted Specifications,
in any form, including the right to sublicense such rights through multiple
tiers of distribution. c) Other than the licenses expressly granted in
Sections 2.2 a) and b) above, and the restriction set forth in Section
3.1 d)(iii) below, You retain all right, title, and interest in Your Error
Corrections, Shared Modifications and Reformatted Specifications. 2.3 Contributor
Modifications. You may use, reproduce, modify, display and distribute Contributor
Error Corrections, Shared Modifications and Reformatted Specifications,
obtained by You under this License, to the same scope and extent as with
Original Code, Upgraded Code and Specifications. 2.4 Subcontracting. You
may deliver the Source Code of Covered Code to other Licensees having at
least a Research Use license, for the sole purpose of furnishing development
services to You in connection with Your rights granted in this License.
All such Licensees must execute appropriate documents with respect to such
work consistent with the terms of this License, and acknowledging their
work-made-for-hire status or assigning exclusive right to the work product
and associated Intellectual Property Rights to You. 3. Requirements and
Responsibilities. 3.1 Research Use License. As a condition of exercising
the rights granted under Section 2.1 a) above, You agree to comply with
the following: a) Your Contribution to the Community. All Error Corrections
and Shared Modifications which You create or contribute to are automatically
subject to the licenses granted under Section 2.2 above. You are encouraged
to license all of Your other Modifications under Section 2.2 as Shared
Modifications, but are not required to do so. You agree to notify Original
Contributor of any errors in the Specification. b) Source Code Availability.
You agree to provide all Your Error Corrections to Original Contributor
as soon as reasonably practicable and, in any event, prior to Internal
Deployment Use or Commercial Use, if applicable. Original Contributor may,
at its discretion, post Source Code for Your Error Corrections and Shared
Modifications on the Community Webserver. You may also post Error Corrections
and Shared Modifications on a web-server of Your choice; provided, that
You must take reasonable precautions to ensure that only Licensees have
access to such Error Corrections and Shared Modifications. Such precautions
shall include, without limitation, a password protection scheme limited
to Licensees and a click-on, download certification of Licensee status
required of those attempting to download from the server. An example of
an acceptable certification is attached as Attachment A-2. c) Notices.
All Error Corrections, Shared Modifications and Reformatted Documentation
You create or contribute to must include a file documenting the additions
and changes You made and the date of such additions and changes. You must
also include the notice set forth in Attachment A-1 in the file header.
If it is not possible to put the notice in a particular Source Code file
due to its structure, then You must include the notice in a location (such
as a relevant directory file), where a recipient would be most likely to
look for such a notice. d) Redistribution. (i) Source. Covered Code may
be distributed in Source Code form only to another Licensee (except for
students as provided below). You may not offer or impose any terms on any
Covered Code that alter the rights, requirements, or responsibilities of
such Licensee. You may distribute Covered Code to students for use in connection
with their course work and research projects undertaken at accredited educational
institutions. Such students need not be Licensees, but must be given a
copy of the notice set forth in Attachment A-3 and such notice must also
be included in a file header or prominent location in the Source Code made
available to such students. (ii) Modified Class, Interface and Package
Naming. In connection with Research Use by You only, You may use Original
Contributor's class, interface and package names only to accurately reference
or invoke the Source Code files You modify. Original Contributor grants
to You a limited license to the extent necessary for such purposes. (iii)
You expressly agree that any distribution, in whole or in part, of Modifications
developed by You shall only be done pursuant to the terms and conditions
of this License. e) Extensions. (i) Community Code. Except for instructions,
You may not include any Source Code of Community Code in any Extensions;
(ii) Publication. No later than the date on which You first distribute
such Extension for Commercial Use, You must publish to the industry, on
a non-confidential basis and free of all copyright restrictions with respect
to reproduction and use, an accurate, current and complete specification
for any Extension. In addition, You must make available an appropriate
test suite, pursuant to the same rights as the specification, sufficiently
detailed to allow any third party reasonably skilled in the technology
to produce implementations of the Extension compatible with the specification.
Such test suites must be made available as soon as reasonably practicable
but, in no event, later than ninety (90) days after Your first Commercial
Use of the Extension. You must use reasonable efforts to promptly clarify
and correct the specification and the test suite upon written request by
Original Contributor. (iii) Open. You agree to refrain from enforcing any
Intellectual Property Rights You may have covering any interface(s) of
Your Extension which would prevent the implementation of such interface(s)
by Original Contributor or any Licensee. This obligation does not prevent
You from enforcing any Intellectual Property Right You have that would
otherwise be infringed by an implementation of Your Extension. (iv) Class,
Interface and Package Naming. You may not add any packages, or any public
or protected classes or interfaces with names that originate or might appear
to originate from Original Contributor including, without limitation, package
or class names which begin with "sun", "java", "javax", "jini", "net.jini",
"com.sun" or their equivalents in any subsequent class, interface and/
or package naming convention adopted by Original Contributor. It is specifically
suggested that You name any new packages using the "Unique Package Naming
Convention" as described in "The Java Language Specification" by James
Gosling, Bill Joy, and Guy Steele, ISBN 0-201-63451-1, August 1996, Section
7.7 "Unique Package Names", on page 125 of this specification which states,
in part: "You form a unique package name by first having (or belonging
to an organization that has) an Internet domain name, such as sun.co'.
You then reverse the name, component by component, to obtain, in this example,
Com.sun' , and use this as a prefix for Your package names, using a convention
developed within Your organization to further administer package names."
3.2 Additional Requirements and Responsibilities. Any additional requirements
and responsibilities relating to the Technology are listed in Attachment
F (Additional Requirements and Responsibilities), if applicable, and are
hereby incorporated into this Section 3. 4. Versions of the License. 4.1
License Versions. Original Contributor may publish revised versions of
the License from time to time. Each version will be given a distinguishing
version number. 4.2 Effect. Once a particular version of Covered Code has
been provided under a version of the License, You may always continue to
use such Covered Code under the terms of that version of the License. You
may also choose to use such Covered Code under the terms of any subsequent
version of the License. No one other than Original Contributor has the
right to promulgate License versions. 5. Disclaimer of Warranty. 5.1 COVERED
CODE IS PROVIDED UNDER THIS LICENSE "AS IS," WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT
THE COVERED CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR
PURPOSE OR NON-INFRINGING. YOU AGREE TO BEAR THE ENTIRE RISK IN CONNECTION
WITH YOUR USE AND DISTRIBUTION OF COVERED CODE UNDER THIS LICENSE. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO
USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS
DISCLAIMER. 5.2 You acknowledge that Original Code, Upgraded Code and Specifications
are not designed or intended for use in the design, construction, operation
or maintenance of any nuclear facility. Orginal Contributor disclaims any
express or implied warranty of fitness for such uses. 6. Termination. 6.1
By You. You may terminate this Research Use license at anytime by providing
written notice to Original Contributor. 6.2 By Original Contributor. This
License and the rights granted hereunder will terminate: (i) automatically
if You fail to comply with the terms of this License and fail to cure such
breach within 30 days of receipt of written notice of the breach; (ii)
immediately in the event of circumstances specified in Sections 7.1 or
if You violate Sections 8.1 or 9.8. (iii) at Original Contributor's discretion
upon any action initiated in the first instance by You alleging that use
or distribution by Original Contributor or any Licensee, of Original Code,
Upgraded Code, Error Corrections or Shared Modifications contributed by
You, or Specifications, infringes a patent owned or controlled by You.
6.3 Effect of Termination. Upon termination, You agree to discontinue use
and return or destroy all copies of Covered Code in your possession. All
sublicenses to the Covered Code which you have properly granted shall survive
any termination of this License. Provisions which, by their nature, should
remain in effect beyond the termination of this License shall survive including,
without limitation, Sections 2.2, 3, 5, 7, 8 and 9. 6.4 Each party waives
and releases the other from any claim to compensation or indemnity for
permitted or lawful termination of the business relationship established
by this License. 7. Liability. 7.1 Infringement. Should any of the Original
Code, Upgraded Code, VTS or Specifications ("Materials") become the subject
of a claim of infringement, Original Contributor may, at its sole option,
(i) attempt to procure the rights necessary for You to continue using the
Materials, (ii) modify the Materials so that they are no longer infringing,
or (iii) terminate Your right to use the Materials, immediately upon written
notice, and refund to You the amount, if any, having then actually been
paid by You to Original Contributor for the Original Code, Upgraded Code
and VTS, depreciated on a straight line, five year basis. 7.2 LIMITATION
OF LIABILITY. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, ORIGINAL CONTRIBUTOR's
LIABILITY TO YOU FOR CLAIMS RELATING TO THIS LICENSE, WHETHER FOR BREACH
OR IN TORT, SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE AMOUNT
HAVING THEN ACTUALLY BEEN PAID BY YOU TO ORIGINAL CONTRIBUTOR FOR ALL COPIES
LICENSED HEREUNDER OF THE PARTICULAR ITEMS GIVING RISE TO SUCH CLAIM, IF
ANY. IN NO EVENT WILL YOU (RELATIVE TO YOUR SHARED MODIFICATIONS OR ERROR
CORRECTIONS) OR SUN BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE
(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC
ADVANTAGE), HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN
AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE)
OR OTHERWISE, WHETHER OR NOT YOU OR ORIGINAL CONTRIBUTOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY REMEDY. 7.3 ORIGINAL CONTRIBUTOR IS NOT RESPONSIBLE AND
DISCLAIMS ALL LIABILITY FOR ANY COSTS, EXPENSES OR DAMAGES CAUSED BY VIRUSES
CONTAINED WITHIN THE ELECTRONIC FILES OR AT THE WEB SITE. 8. Third Party
Encrypted Data; Links to Third Party Sites. 8.1 The Technology Download
Site referred to in this License may refer to and contain third party data
which may be encrypted by such third party owner. Such third party data
is not owned, endorsed or controlled by Original Contributor. The use and
accessibility of such third party data may be subject to, in addition to
the terms of this License, a separate license agreement with the third
party owner under terms which may include, but not be limited to, royalty
fees, restrictions on modifying such data and other restrictions on use.
Failure to enter into such licensing terms may preclude You from accessing
the encrypted third party technology. Your use of such third party data
must be solely in connection with the Original Code, Upgraded Code and
Specifications, and You shall not disable any encryption of such third
party data or reverse engineer such data. 8.2 The Technology Download Site
may also contain links to other Internet sites which are provied for Your
convenience only and are not a part of this website. ORIGINAL CONTRIBUTOR
DOES NOT ENDORSE, CONTROL OR APPROVE THE CONTENTS OF ANY THIRD PARTY LINK
ON THIS WEBSITE OR ANY LINKED SITE CONTAINED IN A THIRD PARTY LINKED SITE,
OR ANY CHANGES OR UPDATES TO SUCH THIRD PARTY LINKED SITES. ORIGINAL CONTRIBUTOR
MAKES NO REPRESENTATIONS ABOUT THE SERVICE OR CONTENT AT SUCH LINKED SITES
AND SUCH SERVICE AND CONTENT ARE PROVIDED "AS-IS," "AS AVAILABLE," AND
ALL WARRANTIES, EXPRESSED OR IMPLIED, ARE DISCLAIMED, INCLUDING BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE LINKED SITE(S) MAY CONTAIN BUGS, ERRORS, PROBLEMS
OR OTHER LIMITATIONS. ORIGINAL CONTRIBUTOR ASSUMES NO LIABILITY OR RESPONSIBLITY
FOR ANY ERRORS OR OMISSIONS IN THE SERVICE OR CONTENT CONTAINED AT SUCH
LINKED SITES. 9. Miscellaneous. 9.1 Trademark. You agree to comply with
the then current Sun Trademark & Logo Usage Requirements accessible
through the SCSL Webpage. Except as expressly provided in the License,
You are granted no right, title or license to, or interest in, any Sun
Trademarks. You agree not to (i) challenge Original Contributor's ownership
or use of Sun Trademarks; (ii) attempt to register any Sun Trademarks,
or any mark or logo substantially similar thereto; or (iii) incorporate
any Sun Trademarks into your own trademarks, product names, service marks,
company names, or domain names. 9.2 Assignment. Original Contributor may
assign this License, and its rights and obligations hereunder, in its sole
discretion. You may not assign the Research Use license, Internal Deployment
Use license, Commercial Use license, or VTS license, including by way of
merger (regardless of whether You are the surviving entity) or acquisition,
without Original Contributor's prior written consent. 9.3 Severability.
If any provision of this License is held to be unenforceable, such provision
shall be reformed only to the extent necessary to make it enforceable.
Notwithstanding the foregoing, if You are prohibited by law from fully
and specifically complying with Sections 2.2 or 3, this License will immediately
terminate and You must immediately discontinue any use of Covered Code.
9.4 Governing Law. This License shall be governed by the laws of the United
States and the State of California, as applied to contracts entered into
and to be performed in California between California residents. The application
of the United Nations Convention on Contracts for the International Sale
of Goods is expressly excluded. 9.5 Dispute Resolution. a) Any dispute
arising out of or relating to this License shall be finally settled by
arbitration as set out herein, except that either party may bring any action,
in a court of competent jurisdiction (which jurisdiction shall be exclusive),
with respect to any dispute relating to such party's Intellectual Property
Rights or with respect to Your compliance with the VTS license. Arbitration
shall be administered: (i) by the American Arbitration Association (AAA),
(ii) in accordance with the rules of the United Nations Commission on International
Trade Law (UNCITRAL) (the "Rules") in effect at the time of arbitration
as modified herein; and (iii) the arbitrator will apply the substantive
laws of California and United States. Judgement upon the award rendered
by the arbitrator may be entered in any court having jurisdiction to enforce
such award. b) All arbitration proceedings shall be conducted in English
by a single arbitrator selected in accordance with the Rules, who must
be fluent in English and be either a retired judge or practicing attorney
having at least ten (10) years litigation experience and be reasonably
familiar with the technology matters relative to the dispute. Unless otherwise
agreed, arbitration venue shall be in San Francisco. The arbitrator may
award monetary damages only and nothing shall preclude either party from
seeking provisional or emergency relief from a court of competent jurisdiction.
The arbitrator shall have no authority to award damages in excess of those
permitted in this License and any such award in excess is void. All awards
will be payable in U.S. dollars and may include, for the prevailing party
(i) pre-judgment award interest, (ii) reasonable attorneys' fees incurred
in connection with the arbitration, and (iii) reasonable costs and expenses
incurred in enforcing the award. The arbitrator will order each party to
produce identified documents and respond to no more than twenty-five single
question interrogatories. 9.6 Construction. Any law or regulation which
provides that the language of a contract shall be construed against the
drafter shall not apply to this License. 9.7 Press Announcements. All press
announcements relative to the execution of this License must be reviewed
and approved by Original Contributor prior to release. 9.8 International
Use. a) Export/Import Laws. The Original Code, Upgraded Code, VTS and Specifications
are subject to U.S. export laws and may be subject to export and import
laws of other countries. You agree to strictly comply with all such laws.
You agree not to export or re-export any technical data received from Original
Contributor or any direct products thereof without first obtaining the
permission of the U.S. Government, either in writing or as provided by
the U.S. export laws. You agree to obtain licenses to export, re-export,
or import as may be required. Such permission is required in addition to
any authorization required to be obtained from Original Contributor. This
requirement shall survive the term or termination of this contract. You
must not be identified on any United States Government export exclusion
lists. You agree that technical data received from Original Contributor
will not be used for nuclear, missile, or chemical biological weaponry.
b) Intellectual Property Protection. Due to limited intellectual property
protection and enforcement in certain countries, You agree not to redistribute
the Original Code, Upgraded Code, VTS or Specifications to any country
other than the list of restricted countries on the SCSL Webpage. 9.9 Language.
This License is in the English language only, which language shall be controlling
in all respects, and all versions of this License in any other language
shall be for accommodation only and shall not be binding on the parties
to this License. All communications and notices made or given pursuant
to this License, and all documentation and support to be provided, unless
otherwise noted, shall be in the English language. 9.10 Integration. This
License represents the complete agreement concerning the subject matter
hereof. PLEASE READ THE TERMS OF THIS LICENSE CAREFULLY. BY CLICKING ON
THE "ACCEPT" BUTTON BELOW YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND
CONDITIONS OF THIS LICENSE WITH SUN MICROSYSTEMS, INC. IF YOU ARE AGREEING
TO THIS LICENSE ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED
TO BIND THE COMPANY TO SUCH A LICENSE. WHETHER YOU ARE ACTING ON YOUR OWN
BEHALF, OR REPRESENTING A COMPANY, YOU MUST BE OF MAJORITY AGE AND BE OTHERWISE
COMPETENT TO ENTER INTO CONTRACTS. IF YOU DO NOT MEET THIS CRITERIA OR
YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK
ON THE REJECT BUTTON TO EXIT. ACCEPT REJECT GLOSSARY 1. "Commercial Use"
means any use (including Internal Deployment Use of more than 500 units
of Product incorporating Covered Code) or distribution, directly or indirectly
of Covered Code incorporated into a Product by You to any third party,
alone or bundled with any other software or hardware, for direct or indirect
commercial or strategic gain or advantage, subject to execution of Attachment
D by You and Original Contributor. 2. "Community Code" means the Original
Code, Upgraded Code, Error Corrections, Shared Modifications, or any combination
thereof. 3. "Community Webserver(s)" means the webservers designated by
Original Contributor for posting Error Corrections and Shared Modifications.
4. "Compliant Covered Code" means Covered Code that complies with the requirements
of the VTS. 5. "Contributor" means each Licensee that creates or contributes
to the creation of any Error Correction or Shared Modification. 6. "Core
Documentation" means the documentation for the Technology, as designated
on the Technology Download Site as may be revised by Original Contributor
from time to time. 7. "Covered Code" means the Original Code, Upgraded
Code, Modifications, or any combination thereof. 8. "Error Correction"
means any change made to Community Code which conforms to the Specification
and corrects the adverse effect of a failure of Community Code to perform
any function set forth in or required by the Specifications. 9. "Executable"
means Covered Code that has been converted to a form other than Source
Code. 10. "Extension(s)" means any additional classes or other programming
code, instructions and/or hardware or software interfaces developed by
or for You which: (i) are designed for use with the Technology; and (ii)
are disclosed to third party developers for the purpose of developing technology
which invokes such additional classes or other programming code, instructions
and/or hardware or software interfaces. The foregoing shall not apply to
technology development by Your subcontractors to be exclusively used by
You. 11. "Hardware Description Language" or "HDL" means a language used
for the conceptual design of integrated circuits. 12. "Intellectual Property
Rights" means worldwide statutory and common law rights associated solely
with (i) patents and patent applications; (ii) works of authorship including
copyrights, copyright applications, copyright registrations and "moral
rights"; (iii) the protection of trade and industrial secrets and confidential
information; and (iv) divisions, continuations, renewals, and re-issuances
of the foregoing now existing or acquired in the future. 13. "Internal
Deployment Use" means use of Covered Code (excluding Research Use) within
Your business or organization only by Your employees and/or agents, except
that You may distribute up to 500 units of Product incorporating the Technology
outside Your business or organization, subject to execution of Attachment
C by You and Original Contributor, if required. 14. "Licensee" means any
party that has entered into and has in effect a version of this License
with Original Contributor. 15. "Modification(s)" means (i) any change to
Covered Code; (ii) any new file or other representation of computer program
statements and/or HDL that contains any portion of Covered Code; and/or
(iii) any new Source Code implementing any portion of the Specifications.
16. "Original Code" means the initial Source Code for the Technology as
described on the Technology Download Site. 17. "Original Contributor" means
Sun Microsystems, Inc., its affiliates and its successors and assigns.
18. "Product" means an integrated circuit(s) designed, developed or manufactured
by or for You which implement all or a part of the Technology. 19. "Reformatted
Documentation" means any revision to the Core Documentation which translates
or reformats the Core Documentation (as for example in connection with
Your documentation), and which is clearly marked as Yours and which contains
all copyright notices for Sun's portion of the Reformatted Documentation.
20. "Research Use" means use and distribution of Covered Code only for
Your research, development, educational or personal and individual use,
and expressly excludes Internal Deployment Use and Commercial Use. 21.
"SCSL Webpage" means the Sun Community Source license webpage located at
/microelectronics/communitysource, or such other url that Sun may designate
from time to time. 22. "Shared Modifications" means Modifications provided
by You, at Your option, pursuant to Section 2.2, or received by You from
a Contributor pursuant to Section 2.3. 23. "Source Code" means HDL and/or
computer program statements written in any high-level, readable form suitable
for modification and development. 24. "Specifications" means the specifications
for the Technology and other documentation, as designated on the Technology
Download Site, as may be revised by Original Contributor from time to time.
25. "Sun Trademarks" means Original Contributor's trademarks and logos,
whether now used or adopted in the future. 26. "Technology" means the technology
described in Attachment B, and Upgrades. 27. "Technology Download Site"
means the site(s) designated by Original Contributor for access to the
Original Code, Upgraded Code, VTS and Specifications. 28. "Upgrade(s)"
means new versions of Technology designated exclusively by Original Contributor
as an "Upgrade" and released by Original Contributor from time to time.
29. "Upgraded Code" means the Source Code for Upgrades, possibly including
Modifications made by Contributors. 30. "Validation Test Suite" or "VTS"
means the test programs, procedures and/or other requirements, designated
by Original Contributor for use in verifying compliance of Covered Code
with the Specifications, in conjunction with the Original Code and Upgraded
Code. Original Contributor may, in its sole discretion and from time to
time, revise a VTS to correct errors and/or omissions and in connection
with Upgrades. 31. "You(r)" means an individual, or a legal entity acting
by and through an individual or individuals, exercising rights either under
this License or under a future version of this License issued pursuant
to Section 4.1. For legal entities, "You(r)" includes any entity that by
majority voting interest controls, is controlled by, or is under common
control with You. ATTACHMENT A REQUIRED NOTICES ATTACHMENT A-1 REQUIRED
IN ALL CASES "The contents of this file, or the files included with this
file, are subject to the current version of Sun Community Source License
for [fill in name of applicable Technology] (the "License"); You may not
use this file except in compliance with the License. You may obtain a copy
of the License at /microelectronics/communitysource. See the License for
the rights, obligations and limitations governing use of the contents of
the file. The Original and Upgraded Code is [fill in name and version of
applicable Technology]. The developer of the Original and Upgraded Code
is Sun Microsystems, Inc. Sun Microsystems, Inc. owns the copyrights in
the portions it created. All Rights Reserved. Contributor(s): _______________________________________________
Associated Test Suite(s) Location: ________________________________ ATTACHMENT
A-2 SAMPLE LICENSEE CERTIFICATION "By clicking the `Agree' button below,
You certify that You are a Licensee in good standing under the Sun Community
Source License, [fill in applicable Technology and Version] ("License")
and that Your access, use and distribution of code and information You
may obtain at this site is subject to the License." ATTACHMENT A-3 REQUIRED
STUDENT NOTIFICATION "This hardware description, software and related documentation
has been obtained by your educational institution subject to the Sun Community
Source License, [fill in applicable Technology]. You have been provided
access to the hardware description, software and related documentation
for use only in connection with your course work and research activities
as a matriculated student of your educational institution. Any other use
is expressly prohibited. THIS HARDWARE DESCRIPTION, SOFTWARE AND RELATED
DOCUMENTATION CONTAINS PROPRIETARY MATERIAL OF SUN MICROSYSTEMS, INC, WHICH
ARE PROTECTED BY VARIOUS INTELLECTUAL PROPERTY RIGHTS. You may not use
this file except in compliance with the License. You may obtain a copy
of the License on the web at /microelectronics/communitysource." ATTACHMENT
B MicroSPARCIIep Technology Description of "Technology" MicroSPARCIIep
Technology v.8.0 as described on the Technology Download Site. ATTACHMENT
C INTERNAL DEPLOYMENT USE If You reproduce and distribute for Internal
Deployment Use more than 500 units of Product, this Attachment C is only
effective for the Technology specified in Attachment B, upon execution
of Attachment D (Commercial Use License) including the requirement to pay
royalties. In the event of a conflict between the terms of this Attachment
C and Attachment D, the terms of Attachment D shall govern. C1. Internal
Deployment License Grant. Subject to Your compliance with Section 2 below,
and Section 8.8 of the Research Use license; in addition to the Research
Use license, Original Contributor grants to You a worldwide, non-exclusive
license, to the extent of Original Contributor's Intellectual Property
Rights covering the Original Code, Upgraded Code and Specifications, to
do the following: a) reproduce and distribute internally Covered Code,
and Specifications, for Internal Deployment Use, b) compile such Covered
Code and incorporate into a Product, and reproduce and distribute said
Product for Internal Deployment Use, and c) reproduce and distribute internally,
Reformatted Documentation for use in connection with Internal Deployment
Use. ATTACHMENT D COMMERCIAL USE LICENSE D1. Effect. This Attachment D
is effective only if signed below by You and Original Contributor, and
applies to Your Commercial Use of Original Code and Upgraded Code. D2.
Term. Upon execution of this Attachment D by You and Original Contributor,
this Commercial Use license shall have an initial term of 5 years and shall
automatically renew for additional one year terms unless either party provides
notice to the other no less than 60 days prior to an anniversary date.
D3. Commercial Use License Grant. Subject to Your compliance with Section
D4 below, and Section 8.8 of the Research Use license; in addition to the
Research Use license and the Internal Deployment Use license, Original
Contributor grants to You a worldwide, non-exclusive, non-transferable
license, to the extent of Original Contributor's Intellectual Property
Rights covering the Original Code, Upgraded Code and Specifications, to
do the following: a) reproduce and distribute Covered Code, but only when
incorporated into a Product; b) compile Covered Code, incorporate Covered
Code into a Product, and reproduce and distribute said Product through
multiple tiers of distribution; and c) reproduce and distribute Reformatted
Documentation in association with Covered Code. D4. Additional Requirements
and Responsibilities. In addition to the requirements and responsibilities
specified in the Research Use license and the Internal Deployment license,
and as a condition to exercising the rights granted in Section D3 above,
You agree to the following additional requirements and responsibilities:
a) Distribution of Source Code. Source Code of Covered Code may be distributed
only to another Licensee of the same Technology. b) Branding. Before any
Product to be used for Commercial Use may be branded with any Sun Trademark
that Original Contributor may make available to You, or any SPARC International,
Inc. trademark that SPARC International, Inc. may make available to You,
a separate trademark license must be executed by You and Original Contributor,
or You and SPARC International, Inc. as the case may be, concurrent with
execution of this Attachment D, and any of Your Product(s) branded with
said Sun Trademark or the SPARC International, Inc. trademark must incorporate
only Compliant Covered Code and must otherwise be in compliance with the
terms and conditions of Attachment E. c) Identification Marking. Each Product
to be used for Commercial Use must implement a version register as specified
in the Core Documentation. The version register must include at least the
following two fields: (i) ver.licensee, and (ii) ver.implementation. The
ver.licensee field must use the JEDEC semiconductor manufacture code and
include identification of any software that is part of the Technology.
The ver.implementation field must include a unique design implementation
number for each implementation of the Covered Code in a Product. You shall
provide Sun with written notice identifying each implementation before
such implementation is made commercially available. Upon receipt of Your
written identification of an implementation, Sun will issue to You the
design implementation number to be used in the ver.implementation field.
D5. Indemnity/Limitation of Liability. The provisions of Section 7.1 of
the Research Use license are superseded by the following: a) Your Indemnity
Obligation. You hereby agree to defend, at Your expense, any legal proceeding
brought against Original Contributor or any Licensee to the extent it is
based on a claim: (i) that the use, reproduction or distribution of any
of Your Error Corrections or Shared Modifications is an infringement of
a third party trade secret or a copyright in a country that is a signatory
to the Berne Convention; (ii) arising in connection with any representation,
warranty, support, indemnity, liability or other license terms You may
offer in connection with any Covered Code; or (iii) arising from Your Commercial
Use of Covered Code, other than a claim covered by Section 5.b) below,
or a patent claim based solely on Covered Code not provided by You. You
will pay all damages costs and fees awarded by a court of competent jurisdiction,
or such settlement amount negotiated by You, attributable to such claim.
b) Original Contributor's Indemnity Obligation. Original Contributor will
defend, at its expense, any legal proceeding brought against You, to the
extent it is based on a claim that Your authorized Commercial Use of Original
Code and Upgraded Code is an infringement of a third party trade secret
or a copyright in a country that is a signatory to the Berne Convention,
and will pay all damages costs and fees awarded by a court of competent
jurisdiction, or such settlement amount negotiated by Original Contributor,
attributable to such claim. The foregoing shall not apply to any claims
of intellectual property infringement based upon the combination of code
or documentation supplied by Original Contributor with code, technology
or documentation from other sources. c) Right of Intervention. Original
Contributor will have the right, but not the obligation, to defend You,
at Original Contributor's expense, in connection with a claim that Your
Commercial Use of Original Code and Upgraded Code is an infringement of
a third party patent and will, if Original Contributor chooses to defend
You, pay all damages costs and fees awarded by a court of competent jurisdiction,
or such settlement amount negotiated by Original Contributor, attributable
to such claim. d) Prerequisites. Under Sections D5.b) and c) above, You
must, and under Section D5.a) above, Original Contributor or any Licensee
must: (i) provide notice of the claim promptly to the party providing an
indemnity; (ii) give the indemnifying party sole control of the defense
and settlement of the claim; (iii) provide the indemnifying party, at indemnifying
party's expense, all available information, assistance and authority to
defend; and (iv) not have compromised or settled such claim or proceeding
without the indemnifying party's prior written consent. e) Additional Remedies.
Should any Original Code, Upgraded Code, VTS, Specifications, or Modifications
become, or in the indemnifying party's opinion be likely to become, the
subject of a claim of infringement for which indemnity is provided above,
the indemnifying party may, at its sole option, attempt to procure on reasonable
terms the rights necessary for the indemnified party to exercise its license
rights under this License with respect to the infringing items, or to modify
the infringing items so that they are no longer infringing without substantially
impairing their function or performance. If the indemnifying party is unable
to do the foregoing after reasonable efforts, then the indemnifying party
may send a notice of such inability to the indemnified party together with
a refund of any license fees received by the indemnifying party from the
indemnified party for the infringing items applicable to the indemnified
party's future use or distribution of such infringing items, in which case
the indemnifying party will not be liable for any damages resulting from
infringing activity with respect to the infringing items occurring after
such notice and refund. D6. Support Programs. Support to You. Technical
support is not provided to You by Original Contributor under this License.
You may contract for one or more support programs from Original Contributor
relating to the Technology which are described on the SCSL Webpage. Customer
Support. You are responsible for providing technical and maintenance support
services to Your customers for Your products and services incorporating
the Compliant Covered code. D7. Royalties and Payments. a) Technology specified
in Attachment B. Royalty per Unit of Product incorporating all or a portion
of the Technology:_____________________ b) Royalty Payments. Payment of
royalties shall be made quarterly, shall be due thirty (30) days following
the end of the calendar quarter to which they relate and shall be submitted
with a written statement documenting the basis for the royalty calculation.
c) Taxes. All payments required by this License shall be made in United
States dollars, are exclusive of taxes, and Licensee agrees to bear and
be responsible for the payment of all such taxes, including, but not limited
to, all sales, use, rental receipt, personal property or other taxes and
their equivalents which may be levied or assessed in connection with this
License (excluding only taxes based on Original Contributor's net income).
To the extent Licensee is required to withhold taxes based upon Original
Contributor's income in any country, You agree to provide Original Contributor
with written evidence of such withholding, suitable for Original Contributor
to obtain a tax credit in the United States. d) Records. You agree to maintain
account books and records consistent with Generally Accepted Accounting
Principles appropriate to Your domicile, as may be in effect from time
to time, sufficient to allow the correctness of the royalties required
to be paid pursuant to this License to be determined. e) Audit Rights.
Original Contributor shall have the right to audit such accounts upon reasonable
prior notice using an independent auditor of Original Contributor's choice
(the "Auditor"). The Auditor shall be bound to keep confidential the details
of Your business affairs and to limit disclosure of the results of any
audit to the sufficiency of the accounts and the amount, if any, of a payment
adjustment that should be made. Such audits shall not occur more than once
each year (unless discrepancies are discovered in excess of the five percent
(5%) threshold set forth in Section D7.f) below, in which case two consecutive
quarters per year may be audited). Except as set forth in Section D7.f)
below, Original Contributor shall bear all costs and expenses associated
with the exercise of its rights to audit. f) Payment Errors. In the event
that any errors in payments shall be determined, such errors shall be corrected
by appropriate adjustment in payment for the quarterly period during which
the error is discovered. In the event of an underpayment of more than five
percent (5%) of the proper amount owed, upon such underpayment being properly
determined by the Auditor, You agree to reimburse Original Contributor
the amount of the underpayment and all reasonable costs and expenses associated
with the exercise of its rights to audit, and interest on the overdue amount
at the maximum allowable interest rate from the date of accrual of such
obligation. D8. Notice of Breach or Infringement. Each party shall notify
the other immediately in writing when it becomes aware of any breach or
violation of the terms of this License, or when You become aware of any
potential or actual infringement by a third party of the Technology or
Sun's Intellectual Property Rights therein. D9. Proprietary Rights Notices.
You may not remove any copyright notices, trademark notices or other proprietary
legends of Original Contributor or its suppliers contained on or in the
Original Code, Upgraded Code and Specifications. D10. Notices. All written
notices required by this License must be delivered in person or by means
evidenced by a delivery receipt and will be effective upon receipt by the
persons at the addresses specified below. Original Contributor: You: Sun
Microsystems, Inc. _____________________________ 901 San Antonio Road ______________________________
Palo Alto, California 94303 ______________________________ Attn.: VP, Microelectronics
Marketing ______________________________ cc: Microelectronics, General
Counsel D11. Disclaimer of Agency. The relationship created hereby is that
of licensor and licensee and the parties hereby acknowledge and agree that
nothing herein shall be deemed to constitute You as a franchisee of Original
Contributor. You hereby waive the benefit of any state or federal statutes
dealing with the establishment and regulation of franchises. Agreed: You:
Original Contributor: _____________________________ Sun Microsystems, Inc.
(Your Name) By:__________________________ By:________________________ Title_________________________
Title:_____________________ Date:_________________________ Date:______________________
ATTACHMENT E Validation Test Suite E1. VTS License. a) Subject to the restrictions
set forth in Section E1.b below and Section 8.8 of the Research Use license,
in addition to the Research Use license, Original Contributor grants to
You a worldwide, non-exclusive, non-transferable license, to the extent
of Original Contributor's Intellectual Property Rights in the VTS (without
the right to sublicense), to use the VTS to develop and test Covered Code.
b) VTS Use Restrictions. For purposes of determining if Covered Code is
Compliant Covered Code, You must not modify any version of the VTS except
for the memory address maps, I/O address maps, and as required to meet
Your format and/or environment requirements (i.e., the way in which the
VTS is run), and only so long as Your modifications to the VTS do not result
in the operation of the Covered Code incorporated into Products failing
to comply with the Specifications. You may not disclose your test results
to any third party, except to Original Contributor or to a third party
test facility pursuant to Section E4 below, if applicable, or make claims
of comparative compatibility with respect to other implementations of the
Specification or any other programs or compilation of programs. In consideration
for the license grant in Section E1.a) above you agree not to make available
for Commercial Use any tests you develop which are intended to validate
conformation with the Specification. E2. Development Restrictions. Compliant
Covered Code incorporated in a Product must fully comply with the Specifications
for the Technology specified in Attachment B. E3. Compatibility Testing.
Successful compatibility testing (meaning Compliant Code incorporated in
a Product has successfully passed all of the VTS and VTS testing requirements)
must be completed by You, or at Original Contributor's option, a third
party designated by Original Contributor to conduct such tests, in accordance
with the VTS and accompanying documentation, and using the most current
version of the applicable VTS available from Original Contributor two hundred
forty (240) days prior to each release by You of Compliant Covered Code
incorporated in a Product for Commercial Use. In the event that You elect
to use a version of Upgraded Code that is newer than that which is required
under this Section E3, then You agree to pass the version of the VTS that
corresponds to such newer version of Upgraded Code. E4. Test Results. You
agree to provide to Original Contributor or the third party test facility
if applicable, Your test results that demonstrate that Covered Code is
Compliant Covered Code and that Original Contributor may publish or otherwise
distribute such test results. You: Original Contributor: _____________________________
Sun Microsystems, Inc. (Your Name) By:__________________________ By:________________________
Title_________________________ Title:_____________________ Date:_________________________
Date:______________________
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