DTX MECHANICAL INTERFACE SPECIFICATION
LICENSE AGREEMENT

Advanced Micro Devices, Inc. (“AMD”) agrees to license this DTX Mechanical Interface Specification under the terms and conditions set forth in this Agreement. If you do not agree to the following terms and conditions, no licenses, express or implied, are granted by AMD.

BACKGROUND
A. AMD has developed a new mechanical interface specification entitled the DTX Mechanical Interface Specification.
B. AMD is the owner or licensee of certain intellectual property rights covering the DTX Mechanical Interface Specification and the ideas, concepts and implementations disclosed therein, and is willing to license any rights AMD has to Adopters (defined below) under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

UNDERSTANDING

Article 1. Ownership and License Grants

1.1 Ownership. Adopter hereby acknowledges and agrees that AMD, AMD Affiliates, and AMD’s licensors shall retain ownership of all worldwide rights, titles, and interests in and to DTX Mechanical Interface Specification, and all related intellectual property rights embodied therein, subject to the licenses granted to Adopter in Section 1.2 below.
1.2 Licenses. The following licenses are granted by Adopter to AMD and all Fellow Adopters (as provided in Section 1.2.2), and the grants of AMD and all Fellow Adopters shall extend to Adopter. In each case, the party (AMD, Adopter, or Fellow Adopter) granting the license is referred to as the “Grantor,” and the party (AMD, Adopter, or Fellow Adopter) receiving the license is referred to as the “Grantee.” “Fellow Adopters” are all other entities which have executed, at any time, an agreement substantially similar to this Agreement and delivered it to AMD.
1.2.1 DTX Mechanical Interface Specification. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Grantees a worldwide, non-exclusive, royalty free, non-transferable license under Grantor’s Necessary Claims, to make, have made, use, import, sell, offer to sell, lease, and otherwise dispose of Compliant Portions, provided that such license shall not extend to any part or function of a product that is itself not part of a Compliant Portion.
1.2.2 Extension to Fellow Adopters. AMD may extend the licenses set forth in this Section 1.2 to any third party Fellow Adopter subject to the terms and conditions set forth in this Agreement, including but not limited to those set forth in Section 1.3 below.
1.3 No Implied Licenses. Except as expressly provided in this Agreement, no other rights are granted by Grantor hereunder by implication, estoppel or otherwise. All rights not expressly granted by Grantor are reserved to Grantor.

Article 2. Usage of Adopter Name

2.1 Use of Adopter Name, Logo and Images. AMD shall have the right to include Adopter’s name, logo and images in any lists, published by or for AMD and including but not limited to the DTX website, of entities licensing the DTX Mechanical Interface Specification.


Article 3. Confidentiality

3.1 Nondisclosure. The parties acknowledge that it may be necessary for AMD to disclose to Adopter certain confidential and/or proprietary information (“Confidential Information”) to effectuate the purpose of this Agreement. Confidential Information shall include (a) information provided by AMD to Adopter hereunder that AMD identifies in writing as confidential or proprietary information, (b) any information provided hereunder, whether orally or in writing, which Adopter knows or has reason to know is Confidential Information of AMD, and (c) until made publicly available by AMD, the DTX Mechanical Interface Specification and this Agreement. Adopter acknowledges that all rights to Confidential Information are reserved by AMD, and unless otherwise provided in this Agreement, Adopter may not disclose or disseminate such Confidential Information to anyone other than its employees or contractors with a need to know such Confidential Information for purposes of this Agreement. Adopter will protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or disclosure of the Confidential Information as it uses to protect its own confidential information of a like nature.
3.2 Feedback. Adopter may, but is not obligated to, provide AMD with feedback, suggestions, and improvements regarding the DTX Mechanical Interface Specification and drafts thereof for possible incorporation by AMD or its designee into future versions of the DTX Mechanical Interface Specification. Such feedback, suggestions, and improvements provided to AMD or its designee in writing or through an Electronic Feedback Forum (defined below in Section 3.3) shall be referred to herein as “Feedback.” AMD or its designee shall be free to incorporate any and all Feedback into the DTX Mechanical Interface Specification, and reserves the right to determine, in its sole discretion, the contents of the DTX Mechanical Interface Specification. Adopter hereby grants to AMD, and AMD accepts, a non-exclusive, irrevocable, perpetual, worldwide, transferable, royalty-free license, with the right to sublicense, under Adopter’s intellectual property rights in and to any and all Feedback provided by Adopter to AMD hereunder and incorporated into the DTX Mechanical Interface Specification (i) to use, copy, create derivative works of, publicly display, publicly perform, and distribute such Feedback as part of the DTX Mechanical Interface Specification; and (ii) to use, copy, create derivative works of, publicly display, publicly perform, distribute, make, have made, sell, have sold, import and otherwise dispose of such Feedback in Compliant Portions, without attribution or reference to source. The licenses granted under this Section 3.2 shall survive any termination of this Agreement.
3.3 Information Exchange Forums. In order to promote widespread adoption of DTX Mechanical Interface and facilitate communication among various vendors and suppliers licensed thereto, AMD, may, but is not obligated to, develop or maintain one or more forums for the electronic interchange of information between Adopter, AMD and other Fellow Adopters (“Electronic Forums”). Electronic Forums may include, but are not limited to, users groups, web sites, and mailing lists. One or more of such forums may be dedicated for the purpose of receiving Feedback (“Electronic Feedback Forums”). Access to and use of the Electronic Forums may be restricted and subject to additional terms and conditions provided by AMD. Until such time and to the extent that AMD deems otherwise, all information disclosed in the Electronic Forums shall be considered Confidential Information.
3.4 Exceptions. The obligations of confidentiality set forth in Article 3 of this Agreement shall not apply to information that: (a) was in Adopter’s possession without confidentiality restriction prior to disclosure hereunder; (b) has become publicly known through no wrongful act of Adopter; (c) has come into the possession of Adopter without confidentiality restrictions from a third party and such third party is under no obligation to AMD to maintain the confidentiality of such information; (d) was developed by Adopter independently of and without reference to any Confidential Information disclosed by AMD hereunder; or (e) has been approved for release by written authorization of AMD.
3.5 Disclosure to Employees, Third Parties. Adopter shall have obtained the execution of proprietary non-disclosure agreements with its employees having access to Confidential Information, which agreements shall contain obligations at least as restrictive as the restrictions contained herein, and shall diligently enforce such agreements. Prior to its publication by AMD, Adopter may provide a copy of the DTX Mechanical Interface Specification and an unsigned copy of this Agreement to a third party only if such third party has executed a written agreement with Adopter that prevents disclosure and unauthorized use of Confidential Information by that third party, and obligates such third party to protect such Confidential Information as set forth in Section 3.
3.6 Duration. The obligation of confidentiality will survive any termination of this Agreement and will expire five (5) years following receipt of the Confidential Information.
3.7 Remedies. If Adopter breaches any of its obligations with respect to the non-disclosure or unauthorized use of AMD’s Confidential Information, AMD shall be entitled to seek equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages.

Article 4. Disclaimer of Warranties

4.1 Disclaimer of Warranties. ALL MATERIAL, INFORMATION, AND LICENSES PROVIDED BY AMD AND FELLOW ADOPTERS TO ADOPTER HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE DTX MECHANICAL INTERFACE SPECIFICATION), AND ALL LICENSES PROVIDED BY ADOPTER TO AMD AND FELLOW ADOPTERS HEREUNDER, ARE PROVIDED ON AN “AS IS” BASIS, WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, CONTRACTUAL OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. FURTHERMORE, NO WARRANTY OR REPRESENTATION IS MADE OR IMPLIED RELATIVE TO THE VALIDITY OR ENFORCEABILITY OF ANY PATENT LICENSED HEREUNDER, OR RELATIVE TO FREEDOM FROM INFRINGEMENT OF ANY THIRD PARTY PATENTS.

Article 5. Exclusion of Damages; Limitations of Liability

5.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The foregoing shall not apply, however, to waive any remedy otherwise available to AMD for injury suffered or to be suffered by AMD as a result of Adopter’s breach of Article 3 of this Agreement.
5.2 Limitation of Liability of AMD. IF, AT ANY TIME, AMD OR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY ARISING FROM OR BY VIRTUE OF THIS AGREEMENT, AND THE PROVISIONS FOR EXCLUSION OF DAMAGES UNDER SECTION 5.1 OF THIS AGREEMENT DO NOT APPLY, AND WHETHER SUCH LIABILITY IS DUE TO AMD’S OR ITS AFFILIATE’S NEGLIGENCE, BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE, ADOPTER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AMD AND ITS AFFILIATES FOR ANY CLAIMS, LOSSES, OR DAMAGES INCURRED BY ADOPTER OR ANY FELLOW ADOPTER EXCEED $1,000. THIS LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF AMD OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY ADOPTER, ITS CUSTOMERS, OR ANY THIRD PARTIES. THIS LIMITATION OF LIABILITY REFLECTS AN AGREED ALLOCATION OF RISK BETWEEN AMD AND ADOPTER IN VIEW OF THE NATURE OF THIS TRANSACTION.

Article 6. Termination

6.1 Term. This Agreement shall remain in effect until terminated as provided herein.
6.2 Termination By Adopter. Adopter may terminate this Agreement at any time upon giving AMD written notice of termination. Termination under this Section 6.2 shall be effective as of the date that AMD receives such written notice of termination from Adopter. After the effective date of termination, the licenses granted by Adopter to AMD under Sections 1.2 and 3.2 shall terminate, except as provided in Section 6.4 below or elsewhere in this Agreement.
6.3 Termination By AMD. AMD may terminate this Agreement upon providing Adopter with written notice of termination if Adopter is in material breach of this Agreement and Adopter fails to cure such breach within thirty (30) days after receiving notice to Adopter of such breach and AMD’s intention to terminate. After the effective date of termination, the license granted by AMD under Section 1.2 shall terminate, except as provided in Section 6.4 of this Agreement.
6.4 Effect of Termination. Notwithstanding termination of this Agreement by either party for any reason, and subject to the limitations set forth in Section 1.3, the parties acknowledge that the licenses granted under Sections 1.2 and 3.2 shall remain in full force and effect: (a) for the version of the DTX Mechanical Interface Specification to which this Agreement is attached and any versions of the DTX Mechanical Interface Specification published by AMD more than sixty (60) days prior to the effective date of termination and (b) for any Feedback provided by Adopter prior to the effective date of termination.
6.5 Survival. All rights and obligations of the parties hereunder shall cease upon termination or expiration of this Agreement, except as provided in Section 6.4, and except the obligations in Articles 3, 4, 5, 6 and 7, which shall survive any termination or expiration of this Agreement. No termination, other than a termination for cause, shall relieve either party from the performance of any of its responsibilities or obligations that should have been performed prior to such termination.

Article 7. Miscellaneous

7.1 Governing Law; Jurisdiction; Venue. The laws of the State of California will govern this Agreement without reference to conflicts of law principles. Jurisdiction and venue for all disputes relating to this Agreement shall lie with the state and federal courts located in Santa Clara County, California.
7.2 No Obligation to Enforce. Nothing contained in this Agreement shall be construed as imposing on either party any obligation to institute any suit or action for infringement of any of its intellectual property rights, or to defend any suit or action brought by a third party which challenges or concerns the validity of any of its intellectual property rights licensed under this Agreement, or to file any patent application or to secure any patent or maintain any patent in force.
7.3 Press Release. AMD may issue press releases regarding the parties' relationship and the nature of this Agreement with Adopter’s prior written approval, which shall not be unreasonably withheld, at any time following the execution of this Agreement.
7.4 Compliance With Export Laws. The parties each agree to comply with all U.S. export laws in connection with the marketing, sale and distribution of products licensed from the other party hereunder, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce and the International Traffic in Arm Regulations administered by the U.S. Department of State.
7.5 No Support. Adopter acknowledges and agrees that other than providing Adopter with the DTX Mechanical Interface Specification, AMD is under no obligation to provide additional materials or support to Adopter.
7.6 Relationship of the Parties. The parties are independent contractors under this Agreement and no other relationship is intended, including a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other party.
7.7 Notices. Unless otherwise provided herein, all notices which shall be given by either party under the provisions of this Agreement shall be in writing and be hand delivered, sent by facsimile transmission followed with written confirmation by mail, sent by commercial overnight delivery, or sent by certified U.S. mail (return receipt requested). Notices shall be deemed given on the date of actual receipt (or refusal of delivery) when hand delivered, upon confirmed transmission when sent by facsimile, one day after having been sent when sent by commercial overnight delivery, and three days after having been mailed when sent by certified U.S. mail. Notwithstanding anything to the contrary in this Section 7.7, any written notice will be effective no later than the date actually received. Notices shall be addressed as set forth in the signature page hereto.
7.8 Notice of Publication. AMD shall, at its sole discretion, provide Adopter with notice of publication for each future version of the DTX Mechanical Interface Specification. Such notice may be sent to Adopter at the address, and in the manner, described in Section 7.7. Alternatively, AMD may provide email notification of publication to Adopter at the email address provided on the signature page hereto.
7.9 Entire Agreement; Amendment. This Agreement (including any attached exhibits) constitutes the final and entire agreement between the parties, and supercedes all prior written and oral agreements, understandings, or communications with respect to the subject matter of this Agreement (including without limitation any memorandums of understanding, written proposals, and term sheets). Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit the scope of any license granted in any prior agreement executed between the parties that is of a broader scope than the licenses granted hereunder. This Agreement may not be modified except in writing signed by a duly authorized representative of each party. It is expressly understood and agreed that no employee, agent, or other representative of AMD has any authority to bind AMD with respect to any statement, representations, warranty, or other expression unless the same is specifically set forth in this Agreement. It is also understood and agreed that no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
7.10 No Waiver. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
7.11 Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights, duties, or obligations under this Agreement in whole or in part to any individual, firm or corporation without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided however, that (a) AMD may assign this Agreement, in whole or in part, to one or more of its Affiliates or (b) AMD may assign this Agreement to a trade association or similar entity. Any attempt to assign, transfer or otherwise delegate any of the rights, duties, or obligations under this Agreement without the prior written consent of the other party shall be void. Notwithstanding the foregoing, either party may assign its rights, duties, and obligations hereunder without approval of the other party to a party that succeeds to all or substantially all of its assets (whether by sale, merger, operation of law or otherwise), provided that such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' permitted assigns and successors.
7.12 Captions. The captions appearing in this Agreement have been inserted as a matter of convenience and in no way define, limit or enlarge the scope of this Agreement or any of the Sections thereto.
7.13 Severability. In the event that any one or more of the provisions of this Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein. The parties further agree that in the event such provision is an essential part of this Agreement, they will immediately begin negotiations for a suitable replacement provision.
7.14 Force Majeure. Neither party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause beyond the control of such party, provided that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days of discovery thereof and uses good faith efforts to so perform or cure. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of six (6) months.
7.15 Binding. This Agreement shall be binding on the parties, their Affiliates, subsidiaries, successors, and assigns (if any), and they each warrant that the signatories hereto are authorized to execute this Agreement on behalf of the respective party.
7.16 No Bias. This Agreement shall be interpreted as written and negotiated jointly by the parties. It shall not be strictly construed against either party, regardless of the actual drafter of the Agreement.
7.17 Costs, Attorneys' Fees, and Experts' Fees. In the event any obligation of this Agreement must be enforced, through litigation or otherwise, the prevailing party will be entitled to recover reasonable costs and expenses incurred in enforcing the obligation, including costs, reasonable attorneys’ fees and experts' fees.
7.18 Counterparts and Facsimile. This Agreement may be executed in duplicate and either copy or both copies are considered originals, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile signature.
7.19 Expenses. Each of the parties shall bear its own costs and expenses incurred hereunder, including, without limitation, travel, employee compensation, and incidental expenses.

Article 8. Glossary

8.1 “Affiliate” means an entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity, so long as such Control exists. For purposes of this Section 8.1, “Control” means control or ownership of (a) more than fifty percent (50%) of an entity’s outstanding shares or stock entitled to vote for the election of directors or similar managing authority of that entity, or (b) in the case of an entity not having outstanding shares or securities, more than fifty (50%) of the right to make the decisions for that entity.
8.2 “Compliant Portion” means only those specific portions of products that: (a) implement and are compliant with all relevant portions of the DTX Mechanical Interface Specification, and (b) are within the bounds of the Scope.
8.3 “Feedback” has the meaning given in Section 3.2 of this Agreement.
8.4 “DTX Mechanical Interface” means the mechanical interfaces and specifications as described in the DTX Mechanical Interface Specification.
8.5 “DTX Mechanical Interface Specification” means the specification to which this Agreement is attached setting forth the description and requirements for the DTX Mechanical Interface, and any future version of such specification published by AMD under the title "DTX Mechanical Interface Specification."
8.6 “Necessary Claims” of a party means those claims of all patents and patent applications throughout the world to which such party or its Affiliates has the right at any time during the term of this Agreement to grant licenses without such grant resulting in payment of royalties or other consideration to third parties (except for payments to Affiliates or employees), which claims are (a) technically essential to implement Compliant Portions of the DTX Mechanical Interface Specification and (b) within the bounds of the Scope. Necessary Claims do not include any claims other than those set forth above even if contained in the same patent as Necessary Claims.
8.7 "Scope" means the mechanical interface specifications solely to the extent disclosed with particularity in the DTX Mechanical Interface Specification where the sole purpose of such disclosure is to enable products to interoperate, interconnect, or communicate as defined within the DTX Mechanical Interface Specification. Notwithstanding the foregoing, the Scope shall not include (a) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with the DTX Mechanical Interface Specification, but are not themselves expressly set forth in the DTX Mechanical Interface Specification (e.g., semiconductor manufacturing technology, X86 architecture, and processor microarchitecture); and (b) the implementation of other published specifications not developed by or for AMD but referred to in the body of the DTX Mechanical Interface Specification.