SOFTWARE LICENSE AGREEMENT

# SLA-03-014

BETWEEN INTEL CORPORATION

AND HEWLETT-PACKARD COMPANY

This Software License Agreement ("Agreement") is made this 19th day of December, 2003 (“Effective Date”) between Hewlett-Packard Company and its Subsidiaries (“HP”) a Delaware U.S.A. corporation having a place of business at 20555 State Highway 249, Houston, Texas 77070); Hewlett-Packard Development Company, L.P. (HPDC), a Texas limited partnership having a place of business at 20555 S.H. 249, Houston, Texas 77070; and Intel Corporation and its Subsidiaries (“Company“) a Delaware U.S.A. corporation having a place of business at 2200 Mission College Boulevard, Santa Clara, California 95052.  Under this Agreement, HPDC may license to Intel and Intel may license to HP certain Licensed Materials (as hereinafter defined in Section 1).  This Agreement and the Materials Transmittal Form(s) executed hereunder will govern the licensing of such Licensed Materials as described herein.

1.     Definitions

The capitalized terms as used within this Agreement shall have the same meaning as ascribed to the terms below.

a.   Object Code – shall mean the binary code that results when Source Code is processed by a software compiler, and any maintenance modifications or enhancements provided by  Licensor at its sole discretion from time to time during the term of this Agreement, but does not include the Source Code.

b.   Source Code – shall mean the human-readable form of the code and related system documentation, including all comments and any procedural language.

c.   Derivative Work - shall mean a work based upon one or more preexisting works, such as a revision, enhancement, modification, translation, abridgment, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted, and which, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute copyright infringement under United States law.

Documentation – shall mean physical media, users manuals and other written materials that relate to particular Object Code or are otherwise necessary under a Materials Transmittal Form, and, unless specifically stated otherwise, Documentation shall include any error corrections or enhancements to such Documentation from time to time during the term of the relevant Materials Transmittal Form, and shall include new versions of such Documentation.

Intellectual Property - shall mean all patents, copyrights, trade secrets, mask works and other protectable rights on a worldwide basis in and with respect to all works of authorship, maskworks, and patentable and unpatentable inventions.

Licensed Materials - shall mean Object Code, Documentation, text specifications, other written materials or tangible media, including machine-readable media with Object Code or Documentation recorded thereon, pre-production hardware, or any combination of the foregoing licensed to  Licensee by Licensor via the attached Materials Transmittal Form(s).

g.   Licensee - shall mean a party that is licensed to  Licensed Materials as described in a Materials Transmittal Form.

h.   Licensor – shall mean a party that licenses  Licensed Materials as described in a Materials Transmittal Form.

i.    Materials Transmittal Form (“MTF”) – shall mean executed copies of the form set forth in Exhibit A.

j     Subsidiary - shall mean a corporation, company or other entity (1) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (2) which does not have outstanding shares or securities, as may be the case, in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by a party hereto.  However, such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

2.   Obligations

a.   Either party may, from time to time during the term of this Agreement, license Licensed Materials to the other party.  The Licensee shall utilize Licensed Materials provided by the Licensor solely for the purpose stated in the MTF (“Purpose”).  All Licensed Materials shall be subject to the licenses granted hereunder.

b.   Licensed Materials shall be provided to  Licensee via MTFs.  MTFs shall automatically become subject to the terms and conditions of this Agreement.  Neither party shall have any rights to use any Licensed Materials unless a MTF is signed and accepted by both parties.

Confidentiality.  The Licensed Materials, regardless of form, are the property of  the Licensor or its suppliers and may contain valuable confidential information of Licensor or its suppliers.  All Licensed Materials licensed by Company to HP or by HPDC to Company shall be subject to the Corporate Non-Disclosure Agreement between the parties #4718844 dated January 10, 2003, as amended on March 12, 2003 (the "CNDA") or any renewals thereof, the terms of which are incorporated herein by reference.

d.   Licensee shall limit access to the Licensed Materials to those employees and on-site subcontractors who are engaged in the development and support of products and/or platforms who have a need to know to support the Purpose specified in the applicable MTF.

e.   Licensee shall include in all copies of Licensed Materials any existing copyright, trademark, and other proprietary rights notices.

f.    With respect to Licensed Materials provided to a Licensee under an executed MTF, Licensor shall not be obligated to provide updates, new versions, error corrections or enhancements to such Licensed Materials.

3.     Contacts

The parties hereby designate their respective contacts:

HP:             Paul Muraski
Hewlett-Packard Company
20555 S.H. 249
Houston, Texas 77070-2698
Phone:  (281) 514-0090
e-mail: paul.muraski@hp.com

Company:   Scott Goble
Intel Corporation
5000 W. Chandler Blvd.
Chandler, Arizona 85226
e-mail: scott.a.goble@intel.com

4.  Rights, Title and Licenses

a.   Licensor Rights and Title.  Licensor shall retain all rights and title to any and all Intellectual Property embodied in the Licensed Materials licensed to Licensee under this Agreement.

b.    . Licensee Rights and Title. Licensee shall retain all rights, title, and interest in and to Licensee’s modifications that are developed by Licensee and that are embodied in the Licensed Materials ("Licensee Derivative Works").  Licensee’s right to use such Licensee Derivative Works is subject to Licensor’s ownership of the underlying Licensed Materials and to the licenses granted under the terms of this Agreement.

c.     Licensor grants to Licensee a non-exclusive, worldwide, royalty free, non-transferable, revocable (for uncured material breach of this Agreement by Licensee)  license during the term of the applicable MTF:
(1)   Under Licensor’s trade secret rights to use the Licensed Materials provided to Licensee under a MTF solely for the Purpose.
(2)   Under Licensor’s copyright rights to reproduce, distribute, execute, perform publicly, display publicly, make Derivative Works of, and internally distribute copies of such Licensed Materials solely for the Purpose.
(3)   Under all other Intellectual Property now or later owned or controlled by Licensor for Licensee to exercise the copyright rights granted to it herein.

d.    Licensee grants to Licensor a non-exclusive, worldwide, royalty free, non-transferable, revocable (for uncured material breach of this Agreement by Licensor) license during the term of the applicable MTF:
(1)   Under Licensee’s trade secret rights to use the Licensee Derivative Works.
(2)   Under Licensee’s copyright rights to reproduce, distribute, execute, perform publicly, display publicly, make Derivative Works of, and internally distribute copies of Licensee Derivative Works.
(3)   Under all other Intellectual Property now or later owned or controlled by Licensee for Licensor to exercise the copyright rights granted to it herein.

e.     This Agreement shall not be construed to grant any rights or licenses by implication, estoppel, or otherwise, that are not granted through its express provisions.

f.     Licensee shall not modify, disassemble, decompile, reverse engineer, decode or otherwise attempt to derive or discover the Source Code of the Licensed Materials.

5.     Requirements Regarding Agreements With Employees and Subcontractors

Each party agrees that it shall have and maintain, for so long as this Agreement is in effect, written agreements with all employees and on-site subcontractors engaged by such party who assist with or contribute to that party’s duties, obligations or performance under this Agreement.  The written agreements shall contain confidentiality provisions no less restrictive than the CNDA sufficient to establish the rights and benefits contemplated by, and to assure compliance with this Agreement, however such confidentiality provisions shall contain a use restriction equivalent in scope to the use restriction included in Section D of the applicable MTF.

6.     Representations and Warranties

a.     Each party represents and warrants that it has full authority to enter into this Agreement and all of the terms and conditions herein, and to grant the licenses set forth herein.

b.    Assumption of Risk
(1)   Licensor assumes the risk associated with the use of the Licensed Materials licensed by Licensor to Licensee.
(2)   Licensee assumes the risk associated with
the use of Licensee developed products that include the Licensed Materials.
(3)   Licensee assumes the risk for any changes, modifications, or alterations that are made by the Licensee to the Licensed Materials.

c.     LICENSED MATERIALS PROVIDED TO LICENSEE HEREUNDER ARE PROVIDED “AS IS” “WHERE IS” WITHOUT ANY WARRANTY WHATSOEVER.  ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED ARE DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OWNERSHIP, AND FITNESS FOR A PARTICULAR PURPOSE.

7.     Indemnification.
a.     Indemnity.  Licensor agrees to defend, indemnify, and hold Licensee harmless against any loss, cost, liability, and expense (including reasonable attorneys' fees) arising from any action or claim brought or threatened against Licensee or its customers alleging that any Licensed Materials infringe any Intellectual Property right of any third party (“Claim”).  Licensor shall pay all damages, costs and expenses finally awarded with respect to any such Claim or that are agreed to in any settlement of that Claim by Licensor.  Licensee agrees to (i) provide Licensor with prompt written notice of such Claim, (ii) turn over to Licensor control of the defense or settlement of such Claim, and (iii) provide to Licensor authority and reasonable information and assistance, at Licensor’s expense, in the defense and/or settlement any such Claim.  Licensee may be represented by its own counsel, and Licensor agrees that its counsel will reasonably cooperate with Licensee’s counsel.

b.    Licensor’s obligation to indemnify shall not apply to the extent a Claim is based solely upon or solely arises from (i) the Licensed Materials having been altered or otherwise modified by Licensee (“Alteration”), except to the extent the Claim arises from an Alteration made at Licensor’s direction, or (ii) the Licensed Materials having been combined with other technology or software not provided by Licensor or used in a manner contrary to Licensor’s specification (“Combination”), except where there is no substantial non-infringing use of the Licensed Materials other than as part of the Combination, or (iii) an individual element used with the Licensed Materials that Licensor does not provide (“Element”), if but for the existence of Licensee’s Alteration or Combination or the Element, the Claim could not be established.

c.     Except as provided in Subsection a, Licensee agrees to defend, indemnify, and hold Licensor harmless against any loss, cost, liability, and expense (including reasonable attorneys' fees) arising from any action or claim brought or threatened against Licensor or its customers alleging that a Licensee Alteration or Combination or an Element provided by Licensee infringes any Intellectual Property right of any third party.  In the event Licensor is also a customer of Licensee and Licensor purchases Licensee's product that includes the Licensed Materials, Licensor’s right to indemnification shall be governed by the applicable purchase agreement.

d.    Licensee shall pay all damages, costs and expenses finally awarded with respect to any such Licensee Claim or that are agreed to in any settlement of that Licensee Claim.  Licensor agrees to (i) provide Licensee with prompt written notice of such Licensee Claim, (ii) turn over to Licensee control of the defense or settlement of such Licensee Claim, and (iii) provide to Licensee authority and reasonable information and assistance, at Licensee’s expense, in the defense and/or settlement any such Licensee Claim.  Licensor may be represented by its own counsel, and Licensee agrees that its counsel will reasonably cooperate with Licensor’s counsel.

e.   Remedy.  In the event that all or any part of the Licensed Materials is held, or in Licensee’s reasonable opinion may be held, to constitute an infringement of third party Intellectual Property, Licensor, at its expense, will either (i) obtain for Licensee or its customers the right to continue to use such Licensed Materials as contemplated herein, (ii) modify such Licensed Materials so that they become non-infringing, but without materially altering their functionality, or (iii) replace such Licensed Materials with a functionally equivalent non‑infringing product.

f.    Disclaimer.  THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED MATERIALS.

g.   LIMITATION OF LIABILITY.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER ECONOMIC LOSS), HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT EITHER PARTY OR THEIR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT FOR A BREACH OF A PARTY’S OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 2 AND A PARTY’S DUTY TO INDEMNIFY UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT DAMAGES UNDER THIS AGREEMENT FOR ANY AMOUNT IN EXCESS OF ONE MILLION DOLLARS ($1,000,000) FOR ANY AND ALL CLAIMS FOR BREACH HEREUNDER, IN THE AGGREGATE.

8.     Term and Termination

a.     Stated Term of Agreement.  The term of this Agreement is five (5) years from the Effective Date, and is extendible for additional periods of one (1) year upon mutual written agreement of the parties.  Upon termination of this Agreement for any reason, Licensee shall return all Licensed Materials in its possession to Licensor or certify destruction of all copies of such Licensed Materials. Notwithstanding the expiration or termination of this Agreement, the terms of this Agreement shall continue to remain in effect with respect to any MTF already in effect prior to such termination or expiration until such MTF is terminated, expired and/or performance thereunder is completed.

b.   Termination for Convenience.  Either party may terminate this Agreement, without cause, upon sixty (60) days' written notice to the other party.

c.   Termination for Cause.  Any party may terminate this Agreement upon thirty (30) days' written notice to another party if the other party materially fails to perform or comply with this Agreement or any material provision hereof, and such failure or non-compliance has not been cured within such thirty (30) day period; provided, however, that in the event a party fails to comply with the requirements of Section 2.c. and/or the CNDA referenced therein, the non-breaching party shall have the right to terminate this Agreement immediately upon notice to the breaching party.

d.   Survival.  The provisions of Section 1 Definitions; 2(c) Confidentiality; 4(a) Licensor Rights and Title; 4(b) Licensee Rights and Title; 6 Representations and Warranties; 7 Indemnification; 8 Term and Termination; and 9 General, shall survive the termination, expiration or cancellation of this Agreement for any reason..

9.   General

a.   Notice.  Unless otherwise agreed to by the parties, all notices required under this Agreement shall be deemed effective when made in writing, received, and sent by traceable means to the attention of:

Company:   Intel Corporation

                  2200 Mission College Boulevard

                  Santa Clara, California 95052-8119

                  Attn:  Legal Department

With a copy to:

                  Intel Corporation

                  Attn: Post Contract Management

                  2111 N.E. 25th Avenue

                  Hillsboro, OR 97124-5961

HP:             Hewlett-Packard Company

                  20555 S.H. 249

                  Houston, Texas 77070-2698

         Attn: Legal Department

HPDC:        Hewlett-Packard Development Company, L.P.

                  20555 S.H. 249

                  Houston, Texas 77070-2698

         Attn: Legal Department

b.    Independent Contractor.  Each party is and shall remain an independent contractor with respect to all performance rendered pursuant to the Agreement documents.  No party nor any employee thereof shall be considered an employee or agent of another party for any purpose and shall have no authority to bind or make commitments on behalf of such other party for any purpose and shall not hold itself or themselves out as having such authority.

c.     Export of Hardware, Software or Technical Data.  The parties shall not, nor shall they authorize or permit their employees, agents or subcontractors to, export, reexport, or electronically transfer any Licensed Materials, any technical information, or any process, product or service that is produced under this Agreement to any prohibited end user/use or to any country specified as a prohibited destination in applicable national, state and local laws, regulations and ordinances, including the Regulations of the U.S. Department of Commerce and/or the U.S. State Department, without first obtaining government approval.

d.    Assignment.  No party may sell, transfer, assign, or subcontract this Agreement or any right or obligation set forth herein, except as expressly provided herein, without the prior written consent of the other party, such consent not to be unreasonably withheld.  Any act in derogation of the foregoing shall be null and void.

e.   Governing Law and Jurisdiction.  The validity, construction, and performance of this Agreement shall be governed by the substantive law of the State of Delaware without regard to the conflicts of law provisions thereof.  Each party hereby agrees to jurisdiction and venue in the courts of the State of Delaware or federal courts located in Delaware for all disputes and litigation arising under or relating to this Agreement.

f.    Amendments.  All changes to Agreement documents must be made in writing and executed by authorized representatives of each party.  The terms of the Agreement may be changed only by a written amendment signed by an authorized representative of each party.

g.   Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

h.   Order of Precedence.  In the event there is a conflict between the terms of this Agreement and the CNDA or an executed MTF, the documents shall govern in the following order:  an executed MTF shall govern and take precedence over the CNDA and this Agreement, and this Agreement shall govern and take precedence over the CNDA.

i.    Entire Agreement.  The provisions of this Agreement, as in effect from time to time by their terms, constitute the entire agreement between the parties and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of this Agreement.  For the purposes of this Agreement, facsimile

copies of this Agreement or any executed MTF shall be treated as an original document.
