CAREFULLY READ THIS REFERENCE DESIGN LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING THE “ACCEPT” BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR USING THE LICENSED MATERIALS (DEFINED BELOW), YOU AGREE ON BEHALF OF LICENSEE TO BE BOUND BY THIS AGREEMENT. “LICENSEE” MEANS THE CORPORATION OR OTHER LEGAL ENTITY (IDENTIFIED) TO WHICH HITEK SYSTEMS LLC, A MARYLAND CORPORATION WITH AN OFFICE AT 20410 VENTURY BLVD, SUITE 120, GERMANTOWN, MD 20874 (“HITEK”) HAS ISSUED THE LICENSE DESCRIBED HEREIN.

IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON. AS USED HEREIN, THE “EFFECTIVE DATE” MEANS THE DATE ON WHICH LICENSEE CLICKS THE “ACCEPT” BUTTON (IDENTIFIED ABOVE).

HITEK WILL PROVIDE AN FTP LINK TO DOWNLOAD THE LICENSED MATERIALS AFTER ACCEPTANCE OF THE LICENSED MATERIALS LICENSE AGREEMENT.

1. DEFINITIONS

"Licensed Materials" means the Reference Design files and accompanying documentation

“Design" means a Licensee design/project that uses the Licensed Materials to create (a) a single binary bitstream (using one or more instances of the Licensed Materials) for use to program a FPGA Device on one or more printed circuit boards; or (b) one or more binary bitstreams (using one or more instances of the Licensed Materials) for use to program one or more FPGA Devices on a single printed circuit board. Derivative or follow-on Designs, with the sole exception of bug fixes to remedy errors in the original Design, are not part of the Design as defined herein.

“Target Device Family” means the Agilex F-series FPGA family supported by Licensed Materials.

"Authorized Site" means a single geographic location in which Licensee conducts business, with a radius of no more than five (5) miles, which location is identified above.

"Error" means a repeatable failure of the Licensed Materials to substantially conform to its specifications as published by Hitek.

2. LICENSE
a) License Grants.

Subject to the provisions of this Agreement, Hitek hereby grants Licensee a perpetual, limited, non-exclusive, royalty-free, revocable, non-transferable right, under Hitek intellectual property rights to install, copy (for backup purposes and as reasonably required), and use the Licensed Materials, in compiled binary (netlist) form only, and related documentation for the sole purpose of creating, simulating, and implementing one or more “Design” at the Authorized Site only to be programmed on to the FPGAs from Target Device Family.

Hitek hereby grants Licensee: (i) the rights to embed programmed FPGA’s that include the Licensed Materials within Licensee’s products for internal use and (ii) the rights to distribute products containing programmed FPGAs that include the Licensed Materials  to customers and or end users of Licensee’s products.

b) Restrictions on Use.

Subject to Section 2 a), Licensee may not provide Licensed Material to a third party without prior written approval from Hitek; provided, however, Licensee may provide device programming files – FPGA bitstream files or PROM files – incorporating one or more instances of the Licensed Material to the third parties without prior approval in order to program the FPGAs that operate in Licensee's system-level hardware products.

Subject to Section 2 a), Licensee shall not distribute, rent, lend, loan, lease or sublicense any portion of the Licensed Materials to any third party without the prior written consent of Hitek.

Subject to Section 2 a), Licensee shall restrict access to the Licensed Materials to only those Licensee employees and sub-contractors assigned to the Project.

Subject to Section 2 a), Licensee may copy the Licensed Materials only to the extent necessary for its authorized use of the Licensed Materials, and for archival and back-up purposes, provided always that Licensee will at all times and in each instance, reproduce all copyright notices and proprietary legends on each copy in the same manner as such notices and legends appeared on the original.  No other copies may be made without Hitek’s prior written consent.

Licensee shall not decrypt, decompile, reverse-engineer, disassemble, or otherwise reduce what is not already human-perceivable (e.g., documentation) to a human-perceivable form, the Licensed Materials.

Licensee acknowledges and agrees that in the event Licensee elects to modify, adapt, or alter the Licensed Materials, Hitek shall have no obligation to provide technical support or updates for such modifications.

3. Ownership, Intellectual Property Rights

The Licensed Materials contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by Hitek.  Hitek shall retain all rights, title, and interest in and to the Licensed Materials, including any updates, improvements, new versions and releases including any patents, copyrights, trade secrets, circuit layouts, mask works and other intellectual property rights related thereto.  This Agreement does not grant Licensee rights to any other patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Licensed Materials.  Licensee agrees to maintain the secrecy of the contents of the Licensed Materials and implement adequate safeguards to prevent and protect the contents of the Licensed Materials from unauthorized use or disclosure. Licensee shall not make derivative works of the Licensed Materials.

4. TERM AND TERMINATION
a) Term

This License will commence upon the date that this License is executed and will remain effective until terminated.

b) Termination

Licensee may terminate this Agreement at any time for any or no reason by destroying the Licensed Materials and all copies, including removing and erasing from hardware and providing notice to Hitek of same. Hitek has the right to terminate the license to use the Licensed Materials if Licensee fails to comply with any material term of this Agreement, given that the Licensee has been notified in writing by Hitek of its breach of this Agreement and Licensee fails to cure the breaching event within thirty (30) days of receipt of notice from Hitek.  Upon Licensee’s receipt of notice of such termination, Licensee will destroy the original and any copies of the Licensed Materials and related documentation in Licensee’s possession.  Sections 1, 2b, 3, 5, 7, 8 and 9 will survive the termination of this License.

5. LIMITED WARRANTY AND DISCLAIMER
a) Hitek warrants that Licensed Materials shall perform according to the specifications published by Hitek. Hitek warrants that Licensed Materials are free of virus, Trojan Horse, cancel bot, timebombs or other devices developed to disable or to erase, damage or corrupt software, hardware or data. Hitek warrants that if Licensee reports an Error associated with the Licensed Materials to Hitek in writing within a period of one hundred (180) days from the Effective Date (the "Warranty Period"), then Hitek shall correct or provide a workaround for the Error or replace the Licensed Materials with substantially similar materials without such Error, or if neither is in the opinion of Hitek commercially feasible, then Hitek may terminate the license granted to Licensee for such Licensed Materials and refund the license fee received by Hitek for such Licensed Materials. The foregoing describes the sole liability of Hitek and the exclusive remedy of Licensee with respect to any breach of the foregoing limited warranty.

b) EXCEPT AS SPECIFICALLY STATED ABOVE (5a), THE LICENSED MATERIALS LICENSED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Hitek does not warrant that the functions contained in any of the Licensed Materials will meet Licensee’s requirements, or that the operation of the Licensed Materials will be uninterrupted or error-free, or that defects in the Licensed Materials will be corrected. Furthermore, Hitek does not warrant or make any representations regarding use or the results of the use of the Licensed Materials in terms of correctness, accuracy, reliability or otherwise.

c) Licensee acknowledges that use of the Licensed Materials in combination with other functionality, software or protocols may require licenses from third parties and Licensee accepts sole responsibility for obtaining such licenses.

d) THE LICENSED MATERIALS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, OR ANY OTHER ULTRAHAZARDOUS APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL APPLICATIONS"). BY APPLICABLE LAW, LICENSEE ASSUMES THE SOLE RISK AND LIABILITY OF ANY USE OF THE LICENSED MATERIALS IN SUCH CRITICAL APPLICATIONS.

6. SUPPORT

Besides the accompanying documentation related to the accompanying documentation for the Licensed Materials, no additional customer support is stipulated under the terms of this License grant. Hitek will assign support personnel to assist with resolution of or workarounds to Errors, as reported to Hitek in the form of an Email.

7. LIMITATION OF LABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) In no event, shall Hitek or its agents, officers, directors, employees, successors, assigns, or CORPORATE affiliates be liable to Licensee or any other person/party for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, lost confidential or other information, or for business interruption, for any matter arising from or relating to the use of the Licensed MaterialS. (2) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR IF HITEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (3) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.

8. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Maryland.  The Maryland state courts of Montgomery County, Maryland shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

Each party acknowledge that it has read this Agreement, understand it and that it is the complete and exclusive statement of our Agreement with Hitek which supersedes any prior agreement, oral or written.