----------------------------------------------------------------------------- OpenSAPRC T2 Binary Software License Agreements ----------------------------------------------------------------------------- OpenSPARC T2 includes the following binary Software License Agreements: 1. SAM : Use of SAM software is governed by SAM binary Software License Agreement, please see below. 2. Solaris 10 : Use of Solaris 10 software is governed by Solaris binary Software License Agreement, please see below. ----------------------------------------------------------------------------- 1. SAM binary Software License Agreement ----------------------------------------------------------------------------- Sun Microsystems, Inc. ("Sun") ENTITLEMENT for SOFTWARE Licensee/Company: Entity receiving Software. Effective Date: Date of delivery of the Software to You. Software: Binaries found in the following directories: legion License Term: Perpetual (subject to termination under the SLA). Licensed Unit: Software Copy. Licensed unit Count: Unlimited. Permitted Uses: You may reproduce and use the Software for Evaluation Use, Research and Instructional Use, Individual Use, and Commercial Use subject to and conditioned on Your compliance with the Additional Terms below. Additional Terms: 1. Software includes only the versions of the above products that are made initially available to You. 2. Notwithstanding anything to the contrary in any Master Terms between the parties or in the SLA, Master Terms do not apply to Software under this Agreement. Sun Microsystems, Inc. ("Sun") SOFTWARE LICENSE AGREEMENT READ THE TERMS OF THIS AGREEMENT ("AGREEMENT") CAREFULLY BEFORE OPENING SOFTWARE MEDIA PACKAGE. BY OPENING SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" (OR "EXIT") BUTTON AT THE END OF THIS AGREEMENT. IF YOU HAVE SEPARATELY AGREED TO LICENSE TERMS ("MASTER TERMS") FOR YOUR LICENSE TO THIS SOFTWARE, THEN SECTIONS 1-5 OF THIS AGREEMENT ("SUPPLEMENTAL LICENSE TERMS") SHALL SUPPLEMENT AND SUPERSEDE THE MASTER TERMS IN RELATION TO THIS SOFTWARE. 1. Definitions. (a) "Entitlement" means the collective set of applicable documents authorized by Sun evidencing your obligation to pay associated fees (if any) for the license, associated Services, and the authorized scope of use of Software under this Agreement. (b) "Licensed Unit" means the unit of measure by which your use of Software and/or Service is licensed, as described in your Entitlement. (c) "Permitted Use" means the licensed Software use(s) authorized in this Agreement as specified in your Entitlement. The Permitted Use for any bundled Sun software not specified in your Entitlement will be evaluation use as provided in Section 3. (d) "Service" means the service(s) that Sun or its delegate will provide, if any, as selected in your Entitlement and as further described in the applicable service listings at www.sun.com/service/servicelist. (e) "Software" means the Sun software described in your Entitlement. Also, certain software may be included for evaluation use under Section 3. (f) "You" and "Your" means the individual or legal entity specified in the Entitlement, or for evaluation purposes, the entity performing the evaluation. 2. License Grant and Entitlement. Subject to the terms of your Entitlement, Sun grants you a nonexclusive, nontransferable limited license to use Software for its Permitted Use for the license term. Your Entitlement will specify (a) Software licensed, (b) the Permitted Use, (c) the license term, and (d) the Licensed Units. Additionally, if your Entitlement includes Services, then it will also specify the (e) Service and (f) service term. If your rights to Software or Services are limited in duration and the date such rights begin is other than the purchase date, your Entitlement will provide that beginning date(s). The Entitlement may be delivered to you in various ways depending on the manner in which you obtain Software and Services, for example, the Entitlement may be provided in your receipt, invoice or your contract with Sun or authorized Sun reseller. It may also be in electronic format if you download Software. 3. Permitted Use. As selected in your Entitlement, one or more of the following Permitted Uses will apply to your use of Software. Unless you have an Entitlement that expressly permits it, you may not use Software for any of the other Permitted Uses. If you don't have an Entitlement, or if your Entitlement doesn't cover additional software delivered to you, then such software is for your Evaluation Use. (a) Evaluation Use. You may evaluate Software internally for a period of 90 days from your first use. (b) Research and Instructional Use. You may use Software internally to design, develop and test, and also to provide instruction on such uses. (c) Individual Use. You may use Software internally for personal, individual use. (d) Commercial Use. You may use Software internally for your own commercial purposes. (e) Service Provider Use. You may make Software functionality accessible (but not by providing Software itself or through outsourcing services) to your end users in an extranet deployment, but not to your affiliated companies or to government agencies. 4. Licensed Units. Your Permitted Use is limited to the number of Licensed Units stated in your Entitlement. If you require additional Licensed Units, you will need additional Entitlement(s). 5. Restrictions. (a) The copies of Software provided to you under this Agreement are licensed, not sold, to you by Sun. Sun reserves all rights not expressly granted. (b) You may make a single archival copy of Software, but otherwise may not copy, modify, or distribute Software. However if the Sun documentation accompanying Software lists specific portions of Software, such as header files, class libraries, reference source code, and/or redistributable files, that may be handled differently, you may do so only as provided in the Sun documentation. (c) You may not rent, lease, lend or encumber Software. (d) Unless enforcement is prohibited by applicable law, you may not decompile, or reverse engineer Software. (e) The terms and conditions of this Agreement will apply to any Software updates, provided to you at Sun's discretion, that replace and/or supplement the original Software, unless such update contains a separate license. (f) You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Sun. (g) Software is confidential and copyrighted. (h) Unless otherwise specified, if Software is delivered with embedded or bundled software that enables functionality of Software, you may not use such software on a stand-alone basis or use any portion of such software to interoperate with any program(s) other than Software. (i) Software may contain programs that perform automated collection of system data and/or automated software updating services. System data collected through such programs may be used by Sun, its subcontractors, and its service delivery partners for the purpose of providing you with remote system services and/or improving Sun's software and systems. (j) Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility and Sun and its licensors disclaim any express or implied warranty of fitness for such uses. (k) No right, title or interest in or to any trademark, service mark, logo or trade name of Sun or its licensors is granted under this Agreement. 6. Term and Termination. The license and service term are set forth in your Entitlement(s). Your rights under this Agreement will terminate immediately without notice from Sun if you materially breach it or take any action in derogation of Sun's and/or its licensors' rights to Software. Sun may terminate this Agreement should any Software become, or in Sun's reasonable opinion likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation. Upon termination, you will cease use of, and destroy, Software and confirm compliance in writing to Sun. Sections 1, 5, 6, 7, and 9-15 will survive termination of the Agreement. 7. Java Compatibility and Open Source. Software may contain Java technology. You may not create additional classes to, or modifications of, the Java technology, except under compatibility requirements available under a separate agreement available at www.java.net. Sun supports and benefits from the global community of open source developers, and thanks the community for its important contributions and open standards-based technology, which Sun has adopted into many of its products. Please note that portions of Software may be provided with notices and open source licenses from such communities and third parties that govern the use of those portions, and any licenses granted hereunder do not alter any rights and obligations you may have under such open source licenses, however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all Software in this distribution. 8. Limited Warranty. Sun warrants to you that for a period of 90 days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Sun's entire liability under this limited warranty will be at Sun's option to replace Software media or refund the fee paid for Software. Some states do not allow limitations on certain implied warranties, so the above may not apply to you. This limited warranty gives you specific legal rights. You may have others, which vary from state to state. 9. Disclaimer of Warranty. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 10. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL SUN OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Sun's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you. 11. Export Regulations. All Software, documents, technical data, and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and regulations and acknowledge that you have the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to you. 12. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). 13. Governing Law. Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. 14. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 15. Integration. This Agreement, including any terms contained in your Entitlement, is the entire agreement between you and Sun relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Please contact Sun Microsystems, Inc. 4150 Network Circle, Santa Clara, California 95054 if you have questions. ----------------------------------------------------------------------------- 2. Solaris binary Software License Agreement ----------------------------------------------------------------------------- Sun Microsystems, Inc. SolarisTM Express Software License Agreement FOR NON-PRODUCTION USE READ THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE DOWNLOADING OR INSTALLING THIS SOFTWARE. BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE. 1.0 DEFINITIONS 1.1 "Confidential Information" means: (i) any business and technical information and any source code or binary code which Sun discloses to You related to Software; (ii) any test results, error data, or other reports prepared made by You in connection with the use and evaluation of Software; (iii) any and all other information which is disclosed by Sun to You orally, electronically, visually, or in a document or other tangible form, which is either identified as or should be reasonably understood to be confidential and/or proprietary, (iv) any notes, extracts, analyses, or materials prepared by You which are copies of or derivative works of the Confidential Information or from which the substance of the Confidential Information can be inferred or otherwise understood; and (v) the terms, conditions, and existence of this Agreement. 1.2 "Effective Date" means the date on which Sun publicly releases Software to its website for general availability. 1.3 "Feedback" means any test results, error data, reports or other information, or materials provided to Sun relating to Software. 1.4 "Software" means the Solaris Express software in binary form, Software Updates, any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files) and any user manuals, programming guides and other documentation provided to You by Sun under this Agreement. 1.5 "Software Updates" means any updates or error corrections provided to You. 1.6 "Sun" means Sun Microsystems, Inc. 1.7 "You" means an individual accepting this Agreement, and if you are accepting the Agreement on behalf of a corporation, partnership or other legal entity, means the entity on whose behalf an individual is accepting this Agreement. 2.0 LIMITED LICENSE Sun grants You a non-exclusive and non-transferable license to internally reproduce and use Software solely for purpose of evaluation in a test environment. Software shall not be used in a production environment. (Refer to Section 5.2 for reporting requirements) 3.0 LICENSE RESTRICTIONS 3.1 You agree to reproduce any copyright and other proprietary right notices on any copy of Software. Except as otherwise provided by law, You may not modify or create derivative works of Software, or reverse engineer, disassemble or decompile binary portions of Software, or otherwise attempt to derive the source code from such portions. 3.2 No right, title, or interest in or to Software, any trademarks, service marks, or trade names of Sun or Sun's licensors is granted under this Agreement. Some portions of Software are provided with notices and/or licenses from other parties which govern the use of those portions. 4.0 SUPPORT Sun is under no obligation to support Software or to provide Software Updates. If Sun, at its sole option, supplies Software Updates to You, You acknowledge that downloading or installing Software Updates may require You to accept updated terms and conditions for installation. If additional terms and conditions are not presented on installation, Software Updates will be considered part of Software and subject to the terms and conditions of the Agreement. 5.0 YOUR DUTIES 5.1 Software is experimental and is constantly being developed. As such, You agree to evaluate and test Software for use with your products and provide Feedback to Sun; the Feedback should be sent to the following e-mail address: SX-feedback@sun.com. The Feedback is the exclusive property and Confidential Information of Sun. You hereby assign all Feedback to Sun at no cost to Sun. Sun may use Feedback in any manner and for any purpose, without limitation, liability or obligation to You. 5.2 You agree to report at least on a monthly basis the number of additional copies of Software that You have installed at the Solaris Express registration page. 6.0 TERM AND TERMINATION OF AGREEMENT 6.1 This Agreement will commence on the Effective Date and will expire six (6) months from the Effective Date, unless terminated earlier as provided below. Either party may terminate this Agreement upon ten (10) days written notice to the other party. However, Sun may terminate this Agreement immediately should any Software become, or in Sun's opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright. Sun may terminate this Agreement immediately should You materially breach any of its provisions or take any action in derogation of Sun's rights to the Confidential Information licensed to You. 6.2 Upon termination or expiration of this Agreement, You will immediately cease use of and destroy Software and any copies thereof and provide Sun a written statement certifying that You have complied with the foregoing obligations. Rights and obligations under this Agreement which by their nature should survive, will remain in effect after termination or expiration hereof. 7.0 CONFIDENTIAL INFORMATION 7.1 You may not disclose Confidential Information or use it except for the purposes specified in this Agreement. You will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as You use to protect your own Confidential Information. Your obligations regarding Confidential Information will expire five (5) years from the date of receipt of the Confidential Information, except for Sun source code which will be protected in perpetuity. You agree that Software contains trade secrets of Sun. 7.2 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the nondisclosure obligations will not apply to any portion of Confidential Information that a You can demonstrate in writing is: (i) now, or hereafter through no act or failure to act on your part becomes, generally known to the general public; (ii) known to You at the time of receiving the Confidential Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to You by a third party without restriction on disclosure; or (iv) independently developed by You without any use of the Confidential Information. 7.3 You must restrict access to Confidential Information to your employees or contractors who have a need to know to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth in this Agreement. 8.0 WARRANTY If You are accepting the Agreement on behalf of a corporation, partnership or other legal entity, You represent and warrant that You have received the appropriate approvals and have the proper authority to enter into the Agreement on behalf of the corporation, partnership or other legal entity. 9.0 DISCLAIMER OF WARRANTY 9.1 You acknowledge that Software may contain errors and is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility or any other safety critical systems ("High Risk Activities"). Sun disclaims any express or implied warranty of fitness for such uses. 9.2 SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 10.0 LIMITATION OF LIABILITY 10.1 You acknowledge that Software is in a constant developmental stage. You acknowledge that Software may have defects or deficiencies which cannot or will not be corrected by Sun. You will hold Sun harmless from any claims based on your use of Software for any purposes other than those of internal evaluation, and from any claims that later versions or releases of any Software furnished to You are incompatible with Software provided to You under this Agreement. You shall have the sole responsibility to protect adequately and backup your data and/or equipment used in connection with Software. You shall not claim against Sun for lost data, re-run time, inaccurate output, work delays or lost profits resulting from Your use of Software. You acknowledge that Sun is under no obligation to release Software as a product of Sun. 10.2 Neither Sun nor any of Sun's licensors will be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of this Agreement (including loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort, even if Sun or Sun's Licensors have been previously advised of the possibility of such damage. In no event will Sun's liability to You, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by You for Software under this Agreement. The foregoing limitations will apply even if even if any exclusive remedy fails of its essential purpose. 11.0 U.S. GOVERNMENT RIGHTS If this Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation shall be only as set forth in this license; this is in accordance with 48 C.F.R. 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DoD acquisitions). 12.0 GENERAL TERMS 12.1 Any action related to this Agreement will be governed by California law and controlling U.S. federal law. The U.N. Convention for the International Sale of Goods and the choice of law rules of any jurisdiction will not apply. 12.2 Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to You. 12.3 It is understood and agreed that, notwithstanding any other provision of this Agreement, any breach of this Agreement may cause Sun irreparable damage for which recovery of money damages would be inadequate, and that Sun will therefore be entitled to seek timely injunctive relief to protect Sun's rights under this Agreement in addition to any and all remedies available at law. 12.4 Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Sun may assign this Agreement to an affiliated company. 12.5 This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter, including any Binary Code Licenses, Supplemental Terms, or other licenses contained within Software. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. (LFI#XXXXXX/Form ID#011801) -----------------------------------------------------------------------------