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20180813-ADI-N3PT-CTSLA Page 1 of 7

SOFTWARE LICENSE AGREEMENT

20180813-ADI-N3PT-CTSLA

This Software License Agreement (the “Agreement”) is a legal agreement between Analog Devices,

Inc., a Massachusetts corporation, with its principal office at One Technology Way, Norwood,

Massachusetts, USA 02062 (“Analog Devices”) and you (personally or on behalf of your employer,

APPLICABLE, TO THE TERMS OF THIS AGREEMENT.

The Licensed Software consists of (a) embedded software (including firmware) designed to operate

in an Analog Devices processor / product (“Embedded Software”) and / or (b) application software

designed to run on personal computers (“PC Software”).

1. Licenses. Subject to the terms and conditions of this Agreement, Analog Devices grants to

Licensee a non-exclusive, non-transferable, non-sublicensable license, to:

(a) internally use and copy the Embedded Software (and modify the Embedded Software if it is

Analog Devices grants to Licensee a non-exclusive, non-transferrable, non-sublicensable license,

to copy and distribute the Embedded Software in object code form solely for use in Analog Devices

processors/products incorporated into Licensee products. Distribution is limited to Embedded

Software in object code form that is incorporated into Licensee products.

3. License to Analog Devices. During the term of this Agreement Licensee grants to Analog

Devices (and its affiliates), under any and all Licensee patents (and those of its affiliates), a non-

exclusive, worldwide, fully paid-up, royalty-free license to make, use, sell, import, export, copy,

distribute and otherwise exploit the Licensed Software in-whole or in-part (including updated

versions of the Licensed Software), and to directly or indirectly sublicense others to do the same.

make available, transfer, deliver, disclose, or distribute the Licensed Software to any third party

specifications and/or user manuals for the Licensed Software, as an additional restriction under

this Agreement (and in no way expanding any rights under this Agreement), the Licensed Software

For the avoidance of doubt, (i) Licensee may not distribute the Embedded Software except as

(Licensee may not distribute the Embedded Software separately from the Analog Devices’

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distribution of the software subject to such Excluded License, that such software or other software

combined and/or distributed with such software be (i) disclosed or distributed in source code form;

(ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

Examples of Excluded Licenses include, without limitation, the GNU General Public License, the

GNU Lesser General Public License, the Mozilla Public License and the Microsoft Reciprocal

License. The restrictions of this section apply regardless of whether the Licensed Software is

intended or designed to run in an environment that includes software under an Excluded License.

Any license, agreement or other document issued, entered into or granted by Licensee that

Sections 1 and 2 above (subject to the conditions and restrictions in this Section 4). Licensee shall

for any purpose other than as expressly licensed hereunder is outside the scope of this Agreement.

It is agreed that because of the proprietary nature of the Licensed Software, Analog Devices’

remedies at law for a breach by the Licensee of its obligations under this License or for use of the

Analog Devices will, in the event of such breach, be entitled to equitable relief, including injunctive

relief, without the posting of any bond, in addition to all other remedies provided under this License

or available at law.

In no event shall Licensee remove any copyright or other intellectual property notice or other legend

contained on or in copies of the Licensed Software or displayed by the Licensed Software.

5. Publicity. Notwithstanding anything in this Agreement, Licensee may not use any trademark or

Agreement without Analog Devices’ prior written consent. Licensee may not publish or provide the

results of any benchmark or comparison tests run on the Licensed Software to any third party

without the prior written consent of Analog Devices.

Licensee’s (and its affiliates’) intellectual property, to use and disclose Feedback in any manner

Analog Devices or its affiliates choose, including, without limitation, displaying, performing, copying,

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and their respective licensees’ products embodying such Feedback in any manner and via any

7. Confidentiality.

a reasonable person would understand is of a confidential or proprietary nature, shall be deemed

“Confidential.” Any other materials or information identified by Analog Devices as “Confidential” or

this Agreement. Analog Devices Confidential Information shall include, without limitation, software

Confidential Information as the terms and conditions in this Agreement and (z) who complies with

all other applicable provisions of this Agreement; (ii) to notify Analog Devices promptly and in writing

of the circumstances surrounding any suspected possession, use or knowledge of Confidential

Information other than those authorized by this Agreement; and (iii) not to use Confidential

Information for any purpose other than as explicitly set forth herein.

(i) was rightfully possessed by Licensee before it was received from Analog Devices; (ii) is

independently developed by Licensee without reference to Confidential Information; (iii) is

subsequently furnished to Licensee by a third party not under any obligation of confidentiality with

8. Fees and Taxes. Licensee shall pay Analog Devices all applicable fees (if any) arising in

the Licensed Software. Any late payments shall incur interest at the rate of one and one-half

percent (1.5%) per month or the highest rate allowed under applicable law, whichever is less.

Licensee shall reimburse Analog Devices for all costs of collection. Licensee shall pay all foreign,

federal, state, municipal and other governmental excise, sales, use, property, customs, import,

on Analog Devices’ net income.