IMPORTANT. 
MICROCHIP IS WILLING TO LICENSE THE MPLAB® IDE SOFTWARE AND ACCOMPANYING DOCUMENTATION OFFERED TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS.  TO ACCEPT THE TERMS OF THIS LICENSE, CLICK “I ACCEPT” AND PROCEED WITH THE DOWNLOAD OR INSTALL.  IF YOU DO NOT ACCEPT THESE LICENSE TERMS, CLICK “I DO NOT ACCEPT,” AND DO NOT OPEN DOWNLOAD OR INSTALL THIS SOFTWARE.

MPLAB ® IDE LICENSE

This non-exclusive License Agreement (“Agreement”) is a contract between you, your heirs, successors and assigns (“Licensee”) and Microchip Technology Incorporated, a Delaware corporation, with its principal place of business at 2355 W. Chandler Blvd., Chandler, AZ 85224-6199, and its subsidiary, Microchip Technology (Barbados) Incorporated (collectively, the “Company”) for the MPLAB IDE software accompanying this Agreement (“Software”) and accompanying documentation (“Documentation”).  In consideration for access to the Software, Licensee agrees to be bound by this Agreement. 

Software and Documentation are licensed under this Agreement, not sold.  U.S. copyright laws and international copyright treaties, and other intellectual property laws and treaties, protect the Software and Documentation.  Company reserves all rights not expressly granted to Licensee in this Agreement.

1.  LICENSE GRANT. 

(a)  Subject to all of the terms of this Agreement, Company grants Licensee a personal, worldwide, non-exclusive, non-sublicensable, non-transferable limited license to use and modify the Software solely for use with Company products (“Company Products”).

Licensee may not modify, create derivatives or reverse engineer (by disassembly, decompilation, translation, or otherwise) Software and may not copy or reproduce all or any portion of Software, except to the extent that such activity is specifically allowed by this Agreement or expressly permitted by applicable law notwithstanding the foregoing limitations.

All copies of the Software created by Licensee or for Licensee must include the copyright, trademark and other proprietary notices as they appear on the original.  Licensee may not remove or alter any identifying screen that is produced by the Software.

(b)  Subject to the terms of this Agreement, Company grants strictly to Licensee a personal, worldwide, non-exclusive, non-sublicensable, non-transferable limited license to use the Documentation in support of Licensee’s authorized use of the Software.

2.  THIRD PARTY SOFTWARE.  

Notwithstanding the license grant in Section 1 above, Licensee acknowledges that certain files or code accompanying this Software are covered by third party licenses.  Such third party files or code (“Third Party Software”) and applicable third party licenses are identified in the Release Notes of the Software.  To the extent required by the licenses for Third Party Software, the terms of such license will apply in lieu of the terms of this Agreement.  To the extent the terms of the licenses applicable to Third Party Software prohibit any of the restrictions in this Agreement with respect to such Third Party Software, such restrictions will not apply to such Third Party Software.

3.	OWNERSHIP AND TITLE.  

All right, title and interest, including intellectual property rights, in and to Software, derivatives thereof, implementation of the Software in microcontrollers, and hardware and software implementations of Software or derivatives shall remain in Company and its licensors.  Licensee will not obtain ownership rights to derivatives of Software, and by accepting the terms of this Agreement assigns any such rights to Company and its licensors that Licensee does receive.  Except as specifically stated in the Agreement, Licensee is granted no other rights, express or implied, to the Software or other Company intellectual property such as trade secrets, patents, copyrights, and trademarks.

4.	CONFIDENTIALITY.  Licensee agrees: (i) to use the Software only as necessary to exercise its right or fulfill its obligations under this Agreement; (ii) to implement reasonable procedures to prohibit disclosure, unauthorized duplication or misuse of the Software; and (iii) not to disclose Software to employees not having a need to know or to any third party.  Without limiting the foregoing, Licensee shall at all times protect the Software with at least the same standard of care as it exercises to protect its own confidential information, but in no event less than reasonable care.  The obligation of confidentiality under this Agreement shall not apply to the extent that Software is or becomes rightfully known by Licensee through disclosure from a third party without an obligation to maintain its confidentiality, is or becomes generally known to the public through no fault of Licensee, or is independently developed by Licensee without use of the Software.  
 
5.	TERMINATION OF AGREEMENT.  Without prejudice to any other rights, Company may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement.  Upon termination, Licensee will stop using the Software and immediately destroy all copies of the Software, and derivatives.

6.  	DANGEROUS APPLICATIONS.  Licensee warrants that Licensee will not use Software in a dangerous, hazardous, or life supporting application where the failure of such application could lead directly to death, personal injury, or environmental damage, without the prior written consent of the Company.

7.	INDEMNITY.  Licensee will indemnify and hold Company and its licensor, its related companies and its suppliers, harmless for, from and against, any claims, costs (including attorney’s fees), damages or liabilities, including without limitation product liability claims, arising out of: (a) use and distribution of the Software and derivatives; or (b) violation of this Agreement.

8.	NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS LICENSORS PROVIDE SOFTWARE “AS IS” AND EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  LICENSEE ASSUMES THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF SOFTWARE, AS WELL AS ANY DERIVATIVES OF THE SOFTWARE. COMPANY AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR ERRORS OR OMISSIONS OF SOFTWARE AND DO NOT WARRANT THE FOLLOWING: (A) THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS; (B) THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ANY DEFECTS IN SOFTWARE WILL BE CORRECTED. 

9.	PATENT AND COPYRIGHT INFRINGEMENT.  SUBJECT TO THE CONDITIONS STATED IN THIS SECTION 9 AND THE FOLLOWING SECTION 10  REGARDING LIMITATIONS OF LIABILITY, COMPANY WILL DEFEND ANY SUIT OR PROCEEDING BROUGHT AGAINST LICENSEE TO THE EXTENT IT IS BASED ON A CLAIM THAT SOFTWARE MANUFACTURED AND SUPPLIED BY THE COMPANY TO LICENSEE CONSTITUTES DIRECT INFRINGEMENT OF A PATENT OR COPYRIGHT ("CLAIM"), EXCEPT WHERE THE ALLEGED CLAIM IS BASED ON: (A) THE COMPANY'S COMPLIANCE WITH LICENSEE’S DESIGNS OR SPECIFICATIONS; (B) LICENSEE’S USE OF SOFTWARE IN COMBINATION WITH ANY OTHER PRODUCT OR PROCESS, INCLUDING BUT NOT LIMITED TO INTEGRATING SOFTWARE INTO A SYSTEM, WHETHER DIRECT OR CONTRIBUTORY INFRINGEMENT; (C) MODIFICATION OF SOFTWARE AFTER COMPANY DELIVERED IT; (D) LICENSEE’S USE OF SOFTWARE IN A MANNER FOR WHICH IT IS NOT DESIGNED; OR (E) THIRD PARTY SOFTWARE. 

10.	 LIMITATION OF LIABILITY.  

A.  IN GENERAL.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE, WHETHER IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED, OR ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE, LOSS OF SERVICES, LOSS OF CAPITAL, LOSS OF SOFTWARE, LOSS OF USE OR DATA, LOSS OF PROFIT, LOSS OF REVENUES, CONTRACTS, BUSINESS, COST OF REWORK, LOSS OF GOODWILL OR ANTICIPATED SAVINGS, WASTED EXPENSES, OR WASTED MANAGEMENT TIME, EVEN IF COMPANY OR ITS LICENSORS HAVE BEEN ADVISED OF THEIR POSSIBILITY OR THEY ARE FORESEEABLE.

B.  AGGREGATE LIMIT OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS LICENSORS TOTAL AGGREGATE LIABILITY IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE PAID FOR THE SOFTWARE OR $1,000, WHICHEVER IS GREATER.

C.  DEATH AND PERSONAL INJURY.  NOTHING IN THIS ACKNOWLEDGMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR ANY OTHER LIABILITY NOT EXCLUDABLE BY LAW.

D.  LICENSEE’S RESPONSIBILITY FOR PRODUCTS AND PROCESSES.  WITHOUT AFFECTING THE COMPANY'S RESPONSIBILITIES TO LICENSEE UNDER THIS ACKNOWLEDGMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE AGREES TO BE SOLELY RESPONSIBLE FOR: (I) ANY PRODUCT OR PROCESS USING OR INCORPORATING THE SOFTWARE; (II) TESTING THE SOFTWARE AND DETERMINING THEIR SUITABILITY FOR LICENSEE’S APPLICATION, PRODUCT OR PROCESS; AND (III) DETERMINING WHETHER LICENSEE’S PRODUCTS OR SYSTEMS USING SOFTWARE INFRINGE THIRD-PARTY PATENTS, COPYRIGHTS, OR OTHER PROPRIETARY RIGHTS.

11.	SURVIVAL.  Sections 3-8 and 10-15 shall survive termination of this Agreement.  Further, Licensee’s obligation not to modify, reverse engineer, copy or reproduce the Software as described in Section 1 above shall survive termination of this Agreement. 

12.	CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS. Licensee agrees that this Agreement and any conflicts regarding Software, shall be construed, interpreted and governed by the laws of the State of Arizona, U.S.A. without regard to any conflict of laws provision.  Licensee agrees that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Arizona, U.S.A.  Licensee agrees that regardless of any law to the contrary, any cause of action related to or arising out of this Agreement or  Software must be filed within one year after such cause of action arose, or be considered waived.

13.	EXPORT COMPLIANCE. Licensee’s use of Software must comply with all U.S. laws, restrictions and regulations. Licensee shall not violate export restrictions of the U.S. Department of Commerce or other United States or foreign agency or authority.

14.	ASSIGNMENT. Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned by Licensee without Company’s prior written approval.

15.	ENTIRE AGREEMENT: MODIFICATIONS AND WAIVER.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and merges and supersedes all communications relating to this subject matter, whether written or oral.  Except as expressly set forth in this Agreement, no modification of this Agreement will be effective unless made in writing signed by Company.  No failure or delay by Company or its licensors to assert any rights or remedies arising from a breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights and remedies, nor shall failure or delay to assert a breach be deemed to waive that or any other breach. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement and replaced with a valid provision that comes closest to the intention underlying the invalid provision.

License Rev. 081307