INTEL SAMPLE/REFERENCE SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not use or load this software and any associated materials (collectively,
the "Sample Software") until you have carefully read the following terms and 
conditions.  By loading or using the Sample Software, you agree to the terms 
of this Agreement.  If you do not wish to so agree, do not install or use the 
Sample Software.	
		 

1 DEFINITIONS

1.1 "Source Code" means the source code for the Licensed Software identified 
    below, as provided to Licensee, and as modified by Licensee for use with 
    Licensee Product.
1.2 "Object Code" means the executable or binary version of the Licensed 
    Software identified below, as provided to Licensee, and as modified by 
    Licensee for use with Licensee Product.
1.3 "Intel Product" means the product described in Exhibit A which is 
    purchased by Licensee from Intel for incorporation into Licensee Product.  
1.4 "Licensed Software" means the software program(s) in Source Code (if 
    applicable in Exhibit A), executable, or Object Code as set forth in 
    Exhibit A.
1.5 "Licensed Documentation" means the end user documentation as set forth 
     in Exhibit A.
1.6 "Licensed Items" means the Licensed Software and the Licensed 
    Documentation, collectively.
1.7 "Licensee Product" means only products manufactured and distributed by 
    Licensee which incorporate Intel Products as set forth in Exhibit A.


2 LICENSE GRANT AND RESTRICTIONS

2.1 Intel license grants are set forth in Exhibit A.  Distribution rights for 
the Licensed Items granted in Exhibit A, if any, are conditioned upon Licensee's 
distribution and license to its end-user customers pursuant to a written license 
agreement.  Such license agreement may be a "break-the-seal" license agreement.  
At a minimum such license shall safeguard Intel's ownership rights to the 
Licensed Items

2.2 No rights or licenses are granted by Intel to Licensee, expressly or by 
implication, with respect to any proprietary information or patent, copyright, 
mask work, trademark, trade secret, or other intellectual property right owned 
or controlled by Intel, except as expressly provided in this Agreement.


3 PROPRIETARY RIGHTS

3.1 The Licensed Items and all copies are and shall remain the property of 
Intel. If the applicable License Grant in Exhibit A provides for the creation 
of modifications or derivative works, they shall be the property of Licensee 
subject to any rights Intel may have in the Licensed Items.  Licensee 
understands and agrees that it does not have the right to distribute the 
Licensed Items as a stand-alone product, nor to grant a license to any other 
parties to distribute the Licensed Items as a stand-alone product under this 
Agreement.  Intel retains the right to use, copy, modify, sublicense, and 
distribute the Licensed Items.


4 LIMITED WARRANTY

INTEL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO LICENSED ITEMS. THE LICENSED 
ITEMS IS LICENSED "AS IS", AND INTEL IS NOT OBLIGATED TO PROVIDE ANY SUPPORT OR 
ASSISTANCE UNDER THIS AGREEMENT. NO INSTALLATION, TRAINING OR OTHER SERVICES 
WILL BE PROVIDED BY INTEL UNDER THIS AGREEMENT. INTEL IS NOT OBLIGATED TO 
PROVIDE ANY UPDATES, ENHANCEMENTS OR EXTENSIONS, ALTHOUGH INTEL MAY, AT ITS 
DISCRETION, PROVIDE UPDATES CREATED IN THE NORMAL COURSE OF BUSINESS.

ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 
AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE EXCLUDED, AND WILL NOT APPLY 
TO THE LICENSED ITEMS IN ANY FORM. 

Specifically, Intel will not have any liability to Licensee, or any third 
party for:

a)	any defects in the Licensed Items furnished hereunder; or
b)	inability of Licensee to develop or modify the Licensed Items to conform 
      to any given performance level or specification; or
c)	any claim of Licensee or any third party with respect to Licensed Items 
      arising out of the use or distribution of Licensed Items.

INTEL DOES NOT MAKE ANY WARRANTIES OF ANY KIND THAT THE LICENSED ITEMS DOES 
NOT OR WILL NOT INFRINGE ANY COPYRIGHT, MASK WORK, PATENT, TRADE SECRET, 
TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY IN 
ANY COUNTRY. 


5 LIMITATION OF LIABILITY

NEITHER INTEL NOR ITS VENDORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, 
INCIDENTAL, SPECULATIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT 
NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, OR INTERRUPTION 
OF BUSINESS, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.


6 INDEMNIFICATION

Licensee shall indemnify Intel and hold Intel harmless from and against any 
and all actions, claims, defenses, damages, expenses (including attorneys' 
fees) and liabilities arising from Licensee's use, modification, sublicensing 
or other disposition of the Licensed Items, including suits or claims brought 
against Intel by any third parties for Licensee's breach of any Licensee 
warranty to the third party or for Licensee's negligence to the third party. 
Licensee's duties under this Section 6 extend to any matters arising out of 
the alleged infringement by the Licensed Items as modified by Licensee, of any 
copyright, mask work, patent, trade secret, trademark, or other intellectual 
property right.


7 CONFIDENTIALITY

7.1 General.  Confidential information disclosed under this Agreement, 
including the existence and content of this Agreement, shall be considered 
"Confidential Information."  Use and disclosure of such Confidential 
Information shall be governed by the terms of Section ?7.2 of this Agreement.

7.2 Confidentiality of Terms.  The receiving Party will maintain the 
confidentiality of the Confidential Information of the disclosing Party with 
at least the same degree of care that it uses to protect its own confidential 
and proprietary information, but no less than a reasonable degree of care 
under the circumstances.  The disclosing Party will not assert any claims for 
breach of this Section 7.2 or misappropriation of trade secrets against the 
receiving Party arising from the receiving Party's disclosure of the 
disclosing Party's Confidential Information made more than five (5) years from 
the date of the disclosure, regardless of the termination of this Agreement.  
However, unless at least one of the exceptions set forth in the immediately 
proceeding sentence has occurred, the receiving Party will continue to treat 
such Confidential Information as the confidential information of the 
disclosing Party and only disclose any such Confidential Information to third 
parties under the terms of a non-disclosure agreement. The parties hereto 
shall keep the terms of this Agreement confidential and shall not now or 
hereafter divulge these terms to any third party except: 
  (a) with the prior written consent of the other party; 
  (b) as otherwise may be required by law or legal process, including to 
      legal and financial advisors in their capacity of advising a party 
      in such matters; 
  (c) during the course of litigation,  so long as the disclosure of such 
      terms and conditions are restricted in the same manner as is the 
      confidential information of other litigating parties; or 
  (d) in confidence to its legal counsel, accountants, banks and financing 
      sources and their advisors solely in connection with complying with 
      financial transactions; provided that, in (b) through (d) above, 
      (i) the disclosing party shall use all legitimate and legal means 
      available to minimize the disclosure to third parties, including without 
      limitation seeking a confidential treatment request or protective order 
      whenever appropriate or available; and (ii) the disclosing party shall 
      provide the other party with at least 10 days prior written notice of 
      such disclosure.


8 TERM AND TERMINATION

8.1 The term of this Agreement shall commence upon acceptance by click to 
agree, and/or use of the code , and shall continue until Licensee ceases to 
utilize the Licensed Items or this Agreement is terminated pursuant to 
Sections?8.2 or?8.3. 

8.2 Licensee may terminate this Agreement and the licenses granted herein at 
any time upon written notice to Intel. 


8.3 Intel reserves the right to have audits conducted to verify compliance 
with this Agreement. In the event that Intel, in its sole discretion, 
determines that the Licensed Items is not being used by Licensee exclusively 
for the purposes set forth above, or if Licensee is in breach of any of the 
terms and conditions of this Agreement, Intel has the right to immediately 
terminate this License Agreement. In such event, Licensee agrees to 
immediately return the Source Code to Intel, and to discontinue use and 
distribution of Object Code.

8.4 Upon termination of this Agreement for any reason, the sections of this 
Agreement entitled Indemnification, Limitation of Liability, and 
Confidentiality shall remain in effect.


9 U.S. GOVERNMENT RESTRICTED RIGHTS

All copies of the Object Code distributed directly or indirectly to the U.S. 
government are governed by and must be marked with the following legend: 

"The enclosed software products and documentation were developed at private 
expense, and are provided with "RESTRICTED RIGHTS."  Use, duplication or 
disclosure by the government is subject to restrictions as set forth in 
FAR 52.227-14 and DFARS 252.227-7013 et. seq. or its successor. The use of 
this product by the government constitutes acknowledgment of Intel's 
proprietary rights in the product."


10 NOTICES

Notices shall be addressed to the following specific individuals or specific 
departments of the parties to this Agreement at the address shown below:

Intel Corporation
2625 Walsh Avenue
Santa Clara, CA  95051-0988
Attn.:  General Counsel


11 EXPORT CONTROL

In the event Licensed Items is exported from the United States or 
exported/re-exported from a foreign destination by Licensee, Licensee shall 
insure that the distribution and export/re-export of product is in compliance 
with all laws, regulations, orders, or other restrictions of the U.S. Export 
Administration Regulations.  Licensee agrees that neither it nor any of its 
subsidiaries will export/re-export any technical data, process, product, or 
service, directly or indirectly to any country for which the United States 
government or any agencies thereof requires an export license or other 
government approval without first obtaining such license or approval.


12 RELATIONSHIP OF THE PARTIES

Neither party hereto will be deemed the agent or legal representative of the 
other for any purpose whatsoever and each party will act as an independent 
contractor with regard to the other in its performance under this Agreement.  
Nothing herein will authorize either party to create any obligation or 
responsibility whatsoever, express or implied, on behalf of the other or to 
bind the other in any manner, or to make any representation, commitment or 
warranty on behalf of the other.


13 PUBLIC RELEASE OF INFORMATION

Licensee will not release to the public or the media any notice or news 
release concerning this license agreement or the manufacture of products 
under this license agreement, without first submitting the prospective notice 
or release to Intel and obtaining its prior written approval, which will not 
be unreasonably withheld.


14 GENERAL

14.1 Any claim arising under or relating to this Agreement shall be governed 
by the internal substantive laws of the State of Delaware or federal courts 
located in Delaware, without regard to principles of conflict of laws.  

14.2 Each party hereby agrees to jurisdiction and venue in the courts of 
the State of California for all disputes and litigation arising under or 
relating to this Agreement. 

14.3 The rights and remedies provided in this Agreement are in addition to 
any other rights and remedies provided at law or in equity.

14.4 This Agreement, including its attachments, constitutes the entire 
agreement between the parties and supersedes all prior and contemporaneous 
negotiations and agreements regarding the subject matter in this Agreement.  
No amendment to or modification of this Agreement will be valid and binding 
unless duly executed by the parties.


 
EXHIBIT A

A.    DESCRIPTIONS:

"Licensed Software":
Intel sample/reference code for use with the Intel Embedded Graphics Drivers 
(IEGD).

"Licensed  Documentation"
N/A

"Intel Products"
Intel Embedded IA32 Chipsets, and associated Intel CPUs.


B.   LICENSE GRANTS:

	B.1 SOURCE AND OBJECT CODE WITH DERIVATIVES AND OBJECT CODE 
          DISTRIBUTION RIGHTS


	Intel grants to Licensee a non-exclusive, royalty-free license under 
      Intel copyrights to modify the Source Code, solely for enabling the 
      Licensed Software to operate with Licensee Product containing an "Intel 
      Product".  Licensee may create modifications to and merge portions of 
      the Source Code into Licensee's Product to create derivative works to 
      the Source Code and Object Code to operate only with an "Intel 
      Product".  Notwithstanding Section ?7 of this Agreement, Intel grants 
      to Licensee a non-exclusive, royalty-free license under Intel copyrights
      to distribute only the derivative works to the Source Code and the 
      derivative works to the Object Code and the Object Code to Licensee's 
      customers only for use with Licensee Product, and not as a stand-alone 
      product.  Derivative works to the Source Code and Object Code, are 
      subject to the provisions of Section ?2.1, ?2.2, ?3.1 of this Agreement.
      Licensee shall not reverse engineer, decompile, or disassemble any 
      object code in the Licensed Software.


       B.2 	LICENSED DOCUMENTATION WITH DISTRIBUTION RIGHTS


	Intel grants to Licensee a non-exclusive, non-transferable, royalty-free
      license under Intel copyrights to reproduce or have reproduced (solely 
      for the purpose of providing product to Licensee) and distribute the 
      Licensed Documentation to Licensee's customers only for use with 
      Licensee Product, and not as a stand-alone product.


Intel Corp                                                                  
Rev. 04/05/07  IEGD	

         


