INTEL SOFTWARE LICENSE AGREEMENT

This License Agreement is entered into effective on the date both parties sign 
below (“Effective Date”) by and between ___________________ (“Licensor”), and  
Intel Corporation, 2200 Mission College Boulevard, Santa Clara, California 95052 
(“Intel”).


I.  LICENSE.  
Subject to the terms of this Agreement including all restrictions below, Intel 
Corporation ("Intel") grants to Licensor the following non-exclusive, non-
transferable, royalty-free copyright licenses in the Software. The licenses 
granted in this Section I are subject to the third party software requirements 
as detailed in Section II (H) below.

A. “Developer Tools” includes the Intel® Embedded Graphics Driver and utility 
programs for configuration this driver.  Developer tools are provided in 
executable format.  Licensor may load them onto its computers at its site and 
run them for the purpose of using the other Software provided hereunder in 
accordance with the terms of this license.  Licensor may NOT redistribute the 
Developer Tools.  

B. “Application and Framework Code” includes the source code header files and 
Application Programming Interface (API) libraries for the Intel® Embedded 
Graphics Driver (“IEGD”) Port Driver Software Development Kit (“PD SDK”), sample 
port driver source code, and associated documentation.  Application and 
Framework Code is provided in source and executable format.  Licensor may 
reproduce, create derivative works of, and distribute derivative works of the 
Application and Framework Code (“Distributable Software”) solely in executable 
form, ONLY with, or as part of, Licensor’s Product (as defined below) subject to 
the restrictions set forth in this Agreement.  Distribution for any other 
purpose or in any other manner is prohibited under this license.

Subject to the terms and conditions of this Agreement, with respect to the 
Software, Intel grants Licensor a non-exclusive, non-transferable license 
(without the right to sublicense), under those claims of Intel’s patents that 
(a) are infringed by the Software (as delivered by Intel) and (b) Intel has the 
right to license, to make, use, sell, offer to sell and import the Software 
solely to the minimum extent necessary for Licensor to exercise the rights under 
the copyright licenses granted above.  This patent license shall apply solely to 
the Software as delivered, and not to any modifications to the Software, even if 
permitted under the licenses granted above. 

Software Identified in Section IV of this license is subject to different terms 
as set forth in Section IV.

II.  DISTRIBUTION RESTRICTIONS.

A.  “Licensor’s Product” must be a hardware product that includes and/or 
interfaces with an Intel IA chipset identified (i) in the Software documentation 
to be supported by the Software or (ii) by Intel on the 
http://developer.intel.com/design/intarch/swsup/graphics_drivers.htm website as 
supported by the Software (collectively, the Intel Supported IA Chipsets”).     

B.  Licensor may only distribute the Distributable Software as part of 
Licensor’s Product in accordance with Paragraphs C or D of this Section II.  

C.  DISTRIBUTION TO END USERS.  An "End User" is a party that is being provided 
Licensor’s Product for its own use, and not for the purpose of further 
distribution, resale, or furnishing Licensor’s Product to a third party.  
      Licensor may distribute the Distributable Software to End Users as part of 
Licensor’s Product subject to the condition that each End User enters into a 
written agreement (enforceable “shrink-wrap” or “click to accept” licenses are 
permissible) that (i) prohibits copying and distribution of the Distributable 
Software; and (ii) prohibits use of the Distributable Software except with 
Licensor’s Product; and (iii) includes terms that are at least as protective of 
Intel as the terms and conditions specified in Section III of this Agreement.

D.  DISTRIBUTION TO OTHERS.  Licensor may distribute the Distributable Software 
only as part of Licensor’s Product to parties other than End Users provided that 
such other parties: (i) have a valid license from Intel to the Distributable 
Software, and (ii) agree that the Distributable Software received from Licensor 
will be subject to the terms of this Agreement.

E.  OTHER DISTRIBUTION RESTRICTIONS. Distribution of the Distributable Software 
is subject to the following conditions:  (i) Licensor is solely responsible to 
their direct or indirect customers, distributors, sub-distributors and End Users 
for any warranty, update or support obligations or other liability which may 
arise from distribution of the Distributable Software hereunder, (ii) Licensor 
shall not make any statement that Licensor’s Product is "certified," or that its 
performance is guaranteed, by Intel, (iii) Licensor shall not use Intel's name 
or trademarks to market Licensor’s Product without written permission, and (iv) 
Licensor shall indemnify, hold harmless, and defend Intel (including all of its 
officers, employees, directors, subsidiaries, representatives, affiliates and 
agents) and Intel's suppliers from and against any claims or lawsuits, including 
attorney's fees and expenses, that arise or result from distribution of the 
Distributable Software pursuant to this Agreement.


F.  	COMPATABILITY RESTRICTIONS.  The IEGD PD SDK Software is a library of 
software modules exposing IEGD Application Programming Interfaces (APIs) for 
integration of device drivers to control Digital Video Output (DVO) transmitters 
that interface with Intel Supported IA Chipsets.  Licensor shall use 
commercially reasonable efforts to ensure that the PD SDK Software and any 
software that is derived from it which Licensor distribute pursuant to this 
Agreement remains compliant with the IEGD interfaces (API) as defined by Intel. 
      
G. GRANT BACK LICENSE. Licensor hereby grants to Intel a perpetual, irrevocable 
license without right to sublicense, under all patent, copyright, and trade 
secret rights that Licensor own or control in any derivative works of the 
Software made by or for Licensor hereunder, to: reproduce, create derivative 
works, publicly display and publicly perform any derivative works (including 
those works delivered to Intel and any further derivatives thereof); and make, 
have made, use, sell, offer to sell, import and export any products.

H. THIRD PARTY SOFTWARE.  Third party software (e.g. - drivers, utilities, 
operating system components, etc.) which may be distributed with the Software 
hereunder will also be subject to the terms and conditions of any third party 
licenses which may be supplied with such third party software or in the end user 
documentation, and installation, use and/or further distribution by Licensor 
will be subject to such third party licenses.  Some third party software and 
some of the Software components may be subject to open source license provisions 
and installation, use and/or further distribution by Licensor of such third 
party software and Software components are subject to the respective open source 
license under which it is provided.  Please see below for additional third party 
license information related to certain third party software.  Intel expressly 
disclaims liability of any kind with respect to installation, use or 
distribution by Licensor of third party software. 

III.  GENERAL.

OPEN SOURCE SOFTWARE RESTRICTIONS.  Unless expressly permitted elsewhere in this 
license, Licensor may not combine or distribute the Software with Open Source 
Software (as defined below) or with software developed using Open Source 
Software (e.g., tools) in a manner that subjects Intel or any portion of the 
Software provide by Intel hereunder to any license obligations of such Open 
Source Software.  “Open Source Software” means any software licensed under terms 
requiring that other software combined or distributed with such software: (i) be 
disclosed or distributed in source code form; (ii) be licensed on terms 
inconsistent with the terms of this Agreement.

NO SUPPORT UNDER THIS LICENSE AGREEMENT.  Intel has no obligation to support the 
Software under this Agreement.  Intel may offer support under a separate support 
agreement, please contact an Intel sales representative to find out the 
availability and cost of such support.

SUBCONTRACTORS.  Licensor may provide access to the Software to subcontractors 
who perform work solely on its behalf, provided that: (i) Licensor will be 
liable for any breach of this Agreement by such subcontractors; and (ii) such 
subcontractors must agree that they are subject to the terms of this Agreement, 
and they retain no license rights or other rights hereunder once they have 
discontinued their performance of work on Licensor’s behalf.

EXPORT.  Portions of the Software are subject to the U.S. Export Administration 
Regulations and other U.S. law, Licensor may not export or re-export Software to 
certain countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and 
Syria) or to persons or entities prohibited from receiving U.S. exports 
(including Denied Parties, Specially Designated Nationals, and entities on the 
Bureau of Industry and Security Entity List or involved with missile technology 
or nuclear, chemical or biological weapons).  Licensor shall NOT export, either 
directly or indirectly, any product, service or technical data or system 
incorporating Software without first obtaining any required license or other 
approval from the U. S. Department of Commerce or any other agency or department 
of the United States Government.  In the event any Software is exported from the 
United States or re-exported from a foreign destination by Licensor, Licensor 
shall ensure that the distribution and export/re-export or import of the 
Software is in compliance with all laws, regulations, orders, or other 
restrictions of the U.S. Export Administration Regulations and the appropriate 
foreign government.  Licensor shall NOT export/re-export any technical data, 
process, product, or service, directly or indirectly, to any country for which 
the United States government or any agency thereof or the foreign government 
from where it is shipping requires an export license, or other governmental 
approval, without first obtaining such license or approval. 

OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY.  Title to all copies of the 
Software and any intellectual property therein remains with Intel or its 
suppliers. The Software is copyrighted and protected by the laws of the United 
States and other countries, and by international treaty provisions. Licensor may 
not remove any copyright notices from the Software.  Intel may make changes to 
the Software, or to items referenced therein, at any time without notice, but is 
not obligated to support or update the Software. Except as otherwise expressly 
provided, Intel grants no express or implied right under Intel patents, 
copyrights, trademarks, or other intellectual property rights. Licensor may not 
transfer the Software.

DISCLAIMER OF WARRANTIES.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS 
OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, 
NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  Intel does not warrant or 
assume responsibility for the accuracy or completeness of any information, text, 
graphics, links or other items contained within the Software.

LIMITATION OF LIABILITY.  IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR 
ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS 
INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE 
THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED 
WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY 
NOT APPLY TO LICENSOR. LICENSOR MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM 
JURISDICTION TO JURISDICTION. 

TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement at any time if 
Licensor violate its terms. Upon termination, Licensor will immediately destroy 
the Software or return all copies of the Software to Intel.
 
APPLICABLE LAWS. Claims arising under this Agreement shall be governed by the 
laws of California, excluding its principles of conflict of laws and the United 
Nations Convention on Contracts for the Sale of Goods. Licensor may not export 
the Software in violation of applicable export laws and regulations. Intel is 
not obligated under any other agreements unless they are in writing and signed 
by an authorized representative of Intel.

GOVERNMENT RESTRICTED RIGHTS. The Software is provided with "RESTRICTED RIGHTS." 
Use, duplication, or disclosure by the Government is subject to restrictions as 
set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of 
the Software by the Government constitutes acknowledgment of Intel's proprietary 
rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission 
College Blvd., Santa Clara, CA 95052.

REVERSE ENGINEERING.  Licensor may not reverse-assemble, reverse-compile, or 
otherwise reverse-engineer any software provided solely in executable form.

IV.  ADDITIONAL SOFTWARE NOTICES.

A.  The Intel Embedded Graphics Driver includes AGP GART Linux kernel patch 
files, named "agpgart.patch-XXX", where XXX is the associated kernel version.  
All AGP GART Linux kernel patch files included with the Intel Embedded Graphics 
Driver are subject to the “GNU General Public License Version 2", which may be 
obtained at the following web site: http://www.gnu.org/licenses/gpl.txt 


In Witness Whereof, the parties’ authorized representatives have executed this 
Agreement.



________________ (“Licensor”)

By:						

Title:						

Date:							


INTEL CORPORATION (“Intel”)

By:						

Title:						

Date:						

