MegaCore Function License Agreement PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING OR USING THE MEGACORE FUNCTION(S), INCLUDING THE NIOS(r) II EMBEDDED PROCESSOR, ("MEGACORE FUNCTION") THAT ARE PROVIDED WITH THIS LICENSE AGREEMENT. UNLESS YOU HAVE A SEPARATE LICENSE AGREEMENT SIGNED BY AN AUTHORIZED ALTERA REPRESENTATIVE, BY USING OR DOWNLOADING OR INSTALLING THIS MEGACORE FUNCTION AND/OR PAYING A LICENSE FEE, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONSTITUTE THE LICENSE AGREEMENT ("AGREEMENT") BETWEEN YOU AND ALTERA CORPORATION OR THE ALTERA CORPORATION SUBSIDIARY FROM WHICH YOU HAVE ACQUIRED THIS LICENSE (COLLECTIVELY "ALTERA"). HOWEVER, THIS SOFTWARE MAY CONTAIN PARTICULAR COMPONENTS, FILES OR PORTIONS WHICH ARE SUBJECT TO SEPARATE LICENSE AGREEMENTS WITH DIFFERENT TERMS AND CONDITIONS. IN EACH SUCH CASE, THE APPLICABLE LICENSE AGREEMENT IS SET FORTH IN A SEPARATE FILE (OFTEN CALLED "LICENSE.TXT") AND WHICH EXCLUSIVELY GOVERNS THE RELEVANT COMPONENTS, FILES OR PORTIONS. IN THE EVENT THAT YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE MEGACORE FUNCTION AND PLEASE PROMPTLY UNINSTALL AND DESTROY ANY COPIES YOU HAVE MADE. IF YOU WISH TO PRINT OUT THIS AGREEMENT, YOU SHOULD HIGHLIGHT THIS TEXT, RIGHT-CLICK, SELECT "COPY" THEN "PASTE" IT INTO A DOCUMENT IN YOUR WORD PROCESSING PROGRAM. DEFINITIONS: "Altera Device(s)" means field programmable gate arrays, complex programmable logic devices, structured application specific integrated circuit devices (including HardCopy devices), and/or any other semiconductor devices designed, developed or manufactured by or on behalf of ALTERA or its Subsidiaries. "Licensed Product(s)" means Altera Device(s) into which the MegaCore Function has been incorporated pursuant to the terms of this License. "MegaCore Function" means one or more design files, including encrypted net lists, RTL, test vectors, simulation models (such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity Specman, Synopsys Vera, etc.), and other models, which may be provided either as unencrypted source code, obfuscated source code or in encrypted netlist or encrypted source code format, each designed to implement or support the design of a specific function into an Altera Device, together with any updates that ALTERA provides to YOU under this Agreement; excepting the portions identified in particular files which components are subject to the applicable license agreement(s) set forth therein. "Non-Altera Devices" means programmable logic devices, field programmable gate arrays, application specific integrated circuits, standard products, or any other semiconductor devices which are not Altera Devices. "OpenCore(r) Plus Evaluation License" means a limited term license offered by ALTERA that permits a free evaluation of a MegaCore Function prior to payment of a licensing fee. "Party" means either ALTERA or YOU. "Specification" means ALTERA's technical description for the MegaCore Function covered by this Agreement to the extent such technical description relates to the operation, performance, and other material attributes of the MegaCore Function. "Fixed with Companion License" is a license to (1) install the MegaCore Function on a fixed standalone computer for use by a single user, and (2) install the MegaCore Function on up to two (2) companion fixed standalone computers. Under the Fixed with Companion License, only one installation of the MegaCore Function may be used by the single user at any given time. "Floating License" is a license to install the MegaCore Function in a networked environment for use by multiple concurrent users up to a the total number of individual license nodes you have obtained from ALTERA . "Checkout License" means a time-limited license granted by ALTERA associated with an existing Floating License to install and use the MegaCore Function on a single fixed standalone computer for use by a single user, wherein the license shall expire after a specified time limit as designated by ALTERA. The total number of Checkout Licenses that may be granted in association with a single Floating License may not exceed the total number of individual license nodes corresponding to that Floating License. 1. License to the MegaCore Function: 1.1 Subject to the terms and conditions of this Agreement (including but not limited to YOUR payment of the license fee set forth in Paragraph 4.0), and unless YOU have acquired this MegaCore Function under ALTERA's OpenCore Plus Evaluation License, ALTERA grants to YOU a non-transferable, non-exclusive, non-sublicenseable, royalty-free, world-wide and (except as specified by ALTERA) perpetual license to use the MegaCore Function as follows. YOU may: (a) if YOU have obtained from ALTERA a Fixed with Companion License or Checkout License, have a single concurrent user (or, if YOU have purchased a Floating License, multiple users on networked workstations up to the number of concurrent users for which YOU have obtained licenses from ALTERA) design with, parameterize, compile, route, and generate programming files and netlists with the MegaCore Function; (b) program Altera Devices with the MegaCore Function; (c) except as otherwise provided in Paragraph 10.2, YOU may manufacture or have manufactured, distribute or have distributed, sell or have sold, or otherwise market or have marketed products containing Licensed Products; and (d) install the MegaCore Function on one or more computers, as specified in the definition in this Agreement for the Fixed with Companion License, Floating License, or Checkout License YOU have obtained from ALTERA, which concurrent installations may be used according to the terms set forth under section (a)-(c) of this paragraph. YOU ARE EXPRESSLY PROHIBITED FROM USING THE MEGACORE FUNCTION TO DESIGN, DEVELOP OR PROGRAM NON-ALTERA DEVICES. YOU MAY NOT MODIFY OR SYNTHESIZE ANY SIMULATION MODEL OUTPUT FILES GENERATED OR RESULTING FROM THE MEGACORE FUNCTION. YOU may not publish or disclose the results of any benchmarking of the MegaCore Function, or use such results for YOUR own competing software development activities, without the prior written permission of ALTERA. YOUR use of the MegaCore Function requires the prior acquisition and installation of Altera's software development tools. 1.2 OpenCore Plus Evaluation License: If YOU have acquired this MegaCore Function through ALTERA's OpenCore Plus Evaluation License, YOUR license is more limited than the license granted under Paragraph 1.1 of this Agreement. Under ALTERA's OpenCore Plus Evaluation License, ALTERA grants to YOU a single concurrent user, non-transferable, non-exclusive limited license to: (a) engage in software evaluation by performing design entry, timing, place and route, compilation and verification of logic designs for Altera Devices for evaluation purposes only, provided that YOU must acquire from ALTERA a license that specifically permits the programming of Altera Devices for production use prior to doing so, and (b) engage in hardware evaluation by programming the MegaCore Function into Altera Devices so long as the Altera Device is continuously connected via a programming cable to a host development computer which is running Altera development tool programmer software, or otherwise the MegaCore Function will operate for a predetermined amount of time, after which the MegaCore Function is automatically disabled and inoperable. YOU are expressly prohibited from using any MegaCore Function to program Non-Altera Devices. YOU UNDERSTAND THAT THE MEGACORE FUNCTION MAY BE FUNCTION-, TIME- OR CLOCK-CYCLE LIMITED AND THUS, WITHOUT LIMITING THE EFFECT OF PARAGRAPH 9.2, IN NO EVENT WILL ALTERA BE HELD LIABLE FOR ANY DAMAGES OR LOSSES TO YOU OR ANY THIRD-PARTY RESULTING FROM THE AUTOMATIC DISABLING OF ANY MEGACORE FUNCTIONS OBTAINED THROUGH ALTERA'S OPENCORE PLUS EVALUATION LICENSE. 1.3 YOU may copy the MegaCore Function for back-up or archival purposes only and may use the deliverables over a network. 1.4 Any copies of the MegaCore Function made by or for YOU shall include all intellectual property notices, including copyright and proprietary rights notices, appearing on such MegaCore Function. Any copy or portion of the MegaCore Function, including any derivative work based on, any portion merged into a design, and any design or product that incorporates any portion of the MegaCore Function, will continue to be subject to the terms and conditions of this Agreement. 1.5 The source code of the MegaCore Function, and algorithms, concepts, techniques, methods and processes embodied therein, constitute trade secrets and confidential and proprietary information of ALTERA and its licensors and YOU shall not access or use such trade secrets and information in any manner, except to the extent expressly permitted herein. ALTERA and its licensors retain all rights with respect to the MegaCore Function, including any copyright, patent, trademark, trade secret and other proprietary rights, not expressly granted herein. 1.6 Subject to ALTERA's prior written approval and the mutual agreement of ALTERA and YOU to license terms and conditions, and upon YOUR payment to ALTERA of license and royalty fees, YOU may incorporate the MegaCore Function within an authorized ASIC for a particular project. 1.7 Except for the express licenses granted in Section 1.1 and 1.2 above, no other licenses are granted by ALTERA by implication, estoppel, or otherwise, and all rights not expressly granted herein are reserved by ALTERA. 2. MegaCore License Restrictions: EXCEPT AS SET FORTH IN SECTION 1 ABOVE, YOU MAY NOT OTHERWISE USE THE MEGACORE FUNCTION, OR SUBLICENSE OR TRANSFER THE MEGACORE FUNCTION OR RIGHTS WITH RESPECT THERETO. YOU MAY NOT DECOMPILE, DISASSEMBLE, OR OTHERWISE REVERSE ENGINEER THE MEGACORE FUNCTION OR ATTEMPT TO ACCESS OR DERIVE THE SOURCE CODE OF THE MEGACORE FUNCTION OR ANY ALGORITHMS, CONCEPTS, TECHNIQUES, METHODS OR PROCESSES EMBODIED THEREIN; PROVIDED, HOWEVER, THAT IF YOU ARE LOCATED IN A MEMBER NATION OF THE EUROPEAN UNION OR OTHER JURISDICTION THAT PERMITS LIMITED REVERSE ENGINEERING NOTWITHSTANDING A CONTRACTUAL PROHIBITION TO THE CONTRARY, YOU MAY PERFORM LIMITED REVERSE ENGINEERING, BUT ONLY AFTER GIVING NOTICE TO ALTERA AND ONLY TO THE EXTENT PERMITTED BY THE APPLICABLE LAW IMPLEMENTING THE EU SOFTWARE DIRECTIVE OR OTHER APPLICABLE LAW NOTWITHSTANDING A CONTRACTUAL PROHIBITION TO THE CONTRARY. 3. Term: This Agreement is effective until terminated. YOU may terminate it at any time by destroying the MegaCore Function together with all copies and portions thereof in any form (except as provided below). It will also terminate immediately if YOU breach any term of this Agreement and upon conditions set forth elsewhere in this Agreement. Upon any termination of this Agreement, YOU shall destroy the MegaCore Function, including all copies and portions thereof in any form (whether or not merged into a design or Licensed Product), and YOUR license and rights under this Agreement shall terminate except that YOU and YOUR customers may continue to sell and use Licensed Products which have been developed in accordance with this Agreement and shipped prior to the termination. In no event may any portions of the MegaCore Function be used in development after termination. In the event of termination for any reason, the rights, obligations, and restrictions under Paragraphs 2, 4, 6.3, 9, and 10 shall survive termination of this Agreement. 4. Payment: In consideration of the license granted by ALTERA under Paragraph 1.1 and other rights granted under this Agreement, YOU shall pay the license fee for the MegaCore Function that has been specified by ALTERA, if applicable. Such payment shall, as directed by ALTERA, be provided directly to ALTERA or made through an authorized distributor. YOU shall pay any and all sales, use, excise and other taxes and duties assessed on the MegaCore Function or otherwise arising out of this Agreement or the transactions contemplated hereunder, exclusive of taxes based on ALTERA's net income or corporate or franchise taxes. 5. Maintenance and Support: 5.1 Unless YOU have acquired the MegaCore Function through ALTERA's OpenCore Plus Evaluation License, ALTERA shall, but only until the date, in the format YYYY.MM, provided in the license file for a particular MegaCore Function ("Maintenance Expiration Date"):(a) use commercially reasonable efforts to provide YOU with fixes to defects in the MegaCore Function that cause the MegaCore Function not to conform substantially to the Specifications and that are diagnosed as such and replicated by ALTERA; (b) provide YOU with fixes and other updates to the MegaCore Function that ALTERA, in its sole discretion, chooses to make generally available to its customers without a separate charge; and(c) respond by telephone or email to inquiries from YOU. 5.2 ALTERA is not obligated to provide any maintenance or support for the MegaCore Function where YOU have licensed the MegaCore Function through ALTERA's OpenCore Plus Evaluation Program. 5.3 Except as set forth in Section 5.1 above, ALTERA will not have any obligation to provide to YOU any maintenance, support, or training, or to provide any error corrections, updates, upgrades, new versions, other modifications, or enhancements to the MegaCore Function, the Altera Devices, or any Licensed Products. Licensee shall be solely responsible for, and Altera shall have no obligation to honor, any (1) warranties or (2) offers of maintenance, support, or training, that YOU provide to your customers or to any end users of any Licensed Products. 6. Limited Warranties and Remedies: 6.1 Unless YOU have acquired the MegaCore Function through ALTERA's OpenCore Plus Evaluation License, ALTERA represents and warrants that, until the Maintenance Expiration Date ("Warranty Period"), the MegaCore Function will substantially conform to the Specifications if used in compliance with the terms of this Agreement. YOUR sole remedy, and ALTERA's sole obligation, for a breach of this warranty shall be (a) for ALTERA to use commercially reasonable efforts to remedy the nonconformance, as described in Paragraph 5 above, including responding by telephone or email to inquiries from YOU, or (b) if ALTERA is unable substantially to remedy the nonconformance, for YOU to receive a refund of license fees paid during the previous one (1) year for the defective MegaCore Function. If YOU receive such a refund, YOU agree that YOUR license and rights under this Agreement for the defective MegaCore Function shall immediately terminate and YOU agree to destroy the defective MegaCore Function, including all copies thereof in any form and any portions thereof merged into a design or product, and to certify the same to ALTERA. 6.2 The foregoing warranties apply only to MegaCore Functions delivered by ALTERA or its authorized distributors. The warranties are provided only to YOU, and may not be transferred or extended to any third party, and apply only during the Warranty Period for claims of breach reported (together with evidence thereof) during the Warranty Period. YOU shall provide ALTERA with such evidence of alleged non-conformities or defects as ALTERA may request, and ALTERA shall have no obligation to remedy any non-conformance or defect it cannot replicate. The warranties do not extend to any MegaCore Function which have been modified by anyone other than ALTERA or any authorized distributor. 6.3 ANY MEGACORE FUNCTION OBTAINED BY YOU THROUGH THE OPENCORE PLUS EVALUATION LICENSE IS PROVIDED BY ALTERA "AS IS" WITH NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE MEGACORE FUNCTION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. EXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MEGACORE FUNCTION AND ANY DESIGN OR PRODUCT IN WHICH THE MEGACORE FUNCTION MAY BE USED. SHOULD THE MEGACORE FUNCTION PROVE DEFECTIVE, EXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, NEITHER ALTERA NOR ITS AUTHORIZED DISTRIBUTORS ASSUME LIABILITY FOR ANY COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you in full, but shall be interpreted to apply to the maximum extent permissible under applicable law. 7. Representation: Each party represents that it has the right to enter into this Agreement and to perform its obligations hereunder. 8. Indemnification: 8.1 Expressly subject to Section 9, and unless YOU have acquired the MegaCore Function through ALTERA's OpenCore Plus Evaluation License, ALTERA shall defend YOU against any proceeding brought by a third party to the extent based on a claim that the MegaCore Function, as delivered by ALTERA or its authorized distributor and as used in accordance with this Agreement, infringes a third party's United States or European Union copyright, trade secret or trademark, and pay any damages finally awarded in the proceeding as a result of the claim (or pay any amount agreed to by ALTERA as part of a settlement of the claim), provided that ALTERA shall have no liability hereunder unless YOU notify ALTERA promptly in writing of any such proceeding or claim, give ALTERA sole and complete authority to control the defense and settlement of the proceeding or claim, and provide ALTERA with any information, materials, and other assistance requested by ALTERA. 8.2 In the event of any such claim or proceeding or threat thereof, ALTERA may (and, in the event any such claim or proceeding results in the issuance of an injunction by a court of competent jurisdiction prohibiting YOU from using the MegaCore Function, ALTERA shall), at its option and expense and subject to the limitations of this Section 8 and Section 9, seek a license to permit the continued use of the affected MegaCore Function or use commercially reasonable efforts to replace or modify the MegaCore Function so that the replacement or modified version is non-infringing or has a reduced likelihood of infringement, provided that the replacement or modified version has functionality comparable to that of the original. If ALTERA is unable, after exercising commercially reasonable efforts, to obtain such license or provide such replacement or modification, ALTERA may terminate YOUR license and rights with respect to the affected MegaCore Function, in which event YOU shall return to ALTERA the affected MegaCore Function, including all copies and portions thereof in any form (including any portions thereof merged into a design or product), and certify the same to ALTERA, and Altera shall refund the license fee paid by YOU during the previous one (1) year for the affected MegaCore Function. 8.3 ALTERA shall have no liability or obligation to YOU hereunder for any infringement or claim based on or resulting from (a) the combination or use of the MegaCore Function with other products or components, to the extent that the infringement arises from such combination or use; (b) modification of the MegaCore Function by anyone other than ALTERA and its authorized distributors, (c) the use of other than the most recent version of the MegaCore Function if the infringement or claim would have been avoided (or the likelihood thereof reduced) by use of the most recent version; (d) requirements specified by YOU; (e) use of the MegaCore Function in any way not contemplated under this Agreement;; or (f) any unauthorized use of the MegaCore Function, to the extent that Altera has indicated in the applicable Specification that third-party licenses may be required to use such MegaCore Function. 8.4 The provisions of this Paragraph 8 state the entire liability and obligations of ALTERA, and YOUR sole and exclusive rights and remedies, with respect to any proceeding or claim relating to infringement of any intellectual property right. 9. LIMITATIONS OF LIABILITY 9.1 In no event shall the aggregate liability of ALTERA relating to this Agreement or the subject matter hereof under any legal theory (whether in tort, contract or otherwise), including any liability under Paragraph 8 or for any loss or damages directly or indirectly suffered by YOU relating to the MegaCore Function, exceed the aggregate amount of the license fees paid by YOU in the previous one (1) year under this Agreement. 9.2 IN NO EVENT SHALL ALTERA BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE (a) FOR ANY LOST PROFITS, LOST REVENUE OR LOST BUSINESS, (b) FOR ANY LOSS OF OR DAMAGES TO OTHER SOFTWARE OR DATA, OR (c) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO THE DELIVERY, USE, SUPPORT (INCLUDING TELEPHONE OR EMAIL SUPPORT UNDER PARAGRAPH 5.3), OPERATION OR FAILURE OF THE MEGACORE FUNCTION, EVEN IF ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. Some jurisdictions do not allow the limitation or exclusion of special, incidental or consequential damages, so the above limitations or exclusions may not apply to you in full but shall be interpreted to apply to the maximum extent permissible under applicable law. 9.3 THIS SECTION 9 SHALL NOT LIMIT EITHER PARTY'S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY. 9.4 To the extent that the MegaCore Function was developed by a third party or derived from third-party software, no such third party provides any representations or warranties with respect to the MegaCore Function, assumes any liability regarding use of the MegaCore Function or undertakes to furnish YOU any support or information relating to the MegaCore Function. Notwithstanding anything herein to the contrary, YOU agree that Altera may disclose YOUR identity by name and address, and identify the MegaCore Function licensed, to the extent required by agreement with its licensors and partners. 10. General: 10.1 YOU may not sublicense, assign, or transfer this license or any MegaCore Function, or disclose any trade secrets embodied in the MegaCore Function, except as expressly provided in this Agreement. Any attempt by YOU to sublicense, assign, or otherwise transfer, without prior written approval of Altera, any of the rights, duties, or obligations hereunder is void. 10.2 YOU shall not export or re-export, directly or indirectly, the MegaCore Function or the direct product thereof, including Licensed Products and End Products, without first obtaining any necessary U.S. or other governmental licenses and approvals. YOU hereby give YOUR assurance to ALTERA that YOU will not knowingly, unless prior authorization is obtained from the appropriate US governmental body, re-export, directly or indirectly, the MegaCore Function, any part therof, or the direct product thereof, to any the countries or nationals thereof listed in Country Group E:1, as such lists may be amended from time to time by the U.S. Department of Commerce and/or U.S. Treasury Department (which list currently includes Cuba, Iran, North Korea, Sudan, Syria, or to any end user who has been prohibited from participating in the U.S. export transations by any federal agency of the U.S. government. YOU further agree that no products, proprietary data, know-how, software, or other data or information received from ALTERA will be directly employed in missile technology, sensitive nuclear, chemical or biological weapons end uses or by such end users. YOU understand that the foregoing obligations are U.S. legal requirements and agree that they shall survive any term or termination of this Agreement. 10.3 This Agreement is entered into for the benefit of ALTERA and its licensors and all rights granted to YOU and all obligations owed to ALTERA shall be enforceable by ALTERA. 10.4 If YOU have any questions concerning this Agreement, including software maintenance or warranty service, YOU should contact Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 or Altera International Limited, 2102 Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsimshatsui, Kowloon, Hong Kong. 10.5 YOU agree that the validity and construction of this Agreement, and performance hereunder, shall be governed by the laws of the following jurisdictions, without reference to conflicts of laws principles: (a) the State of California, if the MegaCore Function is acquired for use in the US or Canada; (b) United Kingdom, if the MegaCore Function is acquired for use in the European Union; or, (c) Hong Kong, if the MegaCore Function is acquired for use in any other jurisdiction. YOU agree to submit to the exclusive jurisdiction of the courts in the State of California, County of Santa Clara, for the resolution of any dispute or claim arising out of or relating to this Agreement. The Parties hereby agree that the Party who does not prevail with respect to any dispute, claim, or controversy relating to this Agreement shall pay the costs actually incurred by the prevailing Party, including any attorneys' fees. Each party agrees to waive its rights to a jury trial related to this Agreement. 10.6 The MegaCore Functions are not authorized for use as critical components in life support devices or systems without the express written approval of the president of Altera Corporation. As used herein: 1. Life support devices or systems are devices or systems that are intended for surgical implant into the body or support or sustain life, and whose failure to perform, when properly used in accordance with instructions for use provided in the labeling, can be reasonably expected to result in a significant injury to the user. 2. A critical component is any component of a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness. 10.7 No amendment to this Agreement shall be effective unless it is in writing signed by a duly authorized representative of both Parties. The waiver of any breach or default shall not constitute a waiver of any other right hereunder. 10.8 In the event that any provision of this Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the validity of the remaining provisions shall not be affected. 10.9 The article headings throughout this Agreement are for reference purposes only and the words contained therein shall not be construed as a substantial part of this Agreement and shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction or meaning of the provisions of this Agreement. 10.10 BY USING THE MEGACORE FUNCTION, YOU AND ALTERA ACKNOWLEDGE THAT YOU AND ALTERA HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU AND ALTERA FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ALTERA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ALTERA RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, UNLESS YOU HAVE A SEPARATE LICENSE SIGNED BY AN AUTHORIZED ALTERA REPRESENTATIVE. 10.11 U.S. Government Restricted Rights: The MegaCore Function and related documentation are commercial products. Use, duplication, release, modification, transfer or disclosure thereof by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software--Restricted Rights at 48 FAR 52.227-19, as applicable, or in similar or successor clauses in the FAR, DFAR, or DOD or applicable supplements, including NASA or FAR. Contractor/manufacturer is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its licensors. MegaCore Function License Agreement (c) 2001- Altera Corporation. All rights reserved. MegaCore, Nios and OpenCore are registered trademarks of Altera Corporation in the US and other countries.