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                                                REFERENCE DESIGN LICENSE AGREEMENT 

This is a legal agreement between you, the end user, and Lattice Semiconductor Corporation if you are an end user located in the United States and Lattice SG Pte. Ltd. if you are an end user located in a country other than the United States. "Lattice" in this Agreement means Lattice Semiconductor Corporation or Lattice SG Pte. Ltd. By proceeding with the installation or use of the reference design software made available by Lattice to you ("Reference Design"), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use, download or install the Reference Design, and if you have already obtained the Reference Design from an authorized source, promptly return the media package and all accompanying items (including written materials and binders or other containers) to the place you obtained them.
For purposes of this Agreement, any modified versions of the Reference Design that have been changed or customized by Lattice for Licensee (as defined below) after download by Licensee are subject to the terms and conditions of this Agreement.
Lattice and the individual or entity acquiring the Reference Design ("Licensee") agree as follows:
1.     Object Code License.  Lattice grants to Licensee a personal, non-exclusive, non-transferable right to use the Reference Design selected for download in object code form for the sole purpose of programming Lattice programmable logic devices. Licensee's end customers may use Lattice programmable logic devices that have been programmed with the Reference Design. Except for the rights expressly granted herein, the title and all intellectual property rights in and to the Reference Design remain the sole and exclusive property of Lattice or Lattice’s licensors. Licensee agrees not to remove or destroy any copyright notices, proprietary markings, or confidential legends placed upon, contained within, or associated with the Reference Design. Licensee will not distribute, copy, transfer, lend, incorporate, modify, or use the Reference Design for any purpose except as expressly provided herein. If Licensee fails to comply with the provisions of this Agreement, this Agreement is automatically terminated.
2.     Source Code License.  If the Reference Design is made available in source code form, Lattice grants to Licensee a personal, non-exclusive, non-transferable right to use and modify the Reference Design selected for download in source code form for the sole purposes of creating and implementing design to program Lattice programmable logic devices. Any use or attempted use of the Reference Design in violation of the foregoing restrictions is a breach of the Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies, and will result in automatic termination of this Agreement. Licensee agrees to hold confidential the source code and any other information which is furnished hereunder using the same degree of care as Licensee uses for its own confidential information, but in no event less than reasonable care and not to disclose such information to any third party. This obligation will not apply to information that (a) is in or enters the public domain without breach of this Agreement by Licensee; or (b) is rightfully received by Licensee from a third party without a duty of confidentiality; or (c) is independently developed by Licensee without use of Lattice's intellectual property; or (d) is already known to Licensee at the time of disclosure under this Agreement as shall be proved by contemporaneous written records; or (e) is made public by Lattice.
3.     Warranty Disclaimer.  THE REFERENCE DESIGN AND ANY DESIGN SERVICES PROVIDED BY LATTICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE.  LATTICE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LATTICE DOES NOT WARRANT THAT USE OF THE REFERENCE DESIGN WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE REFERENCE DESIGN TO ACHIEVE ITS INTENDED RESULTS AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE REFERENCE DESIGN. LICENSEE ASSUMES THE ENTIRE RISK OF THE REFERENCE DESIGN PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY, AND IN SUCH EVENT, LICENSEE WILL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE REFERENCE DESIGN.
4.     Limitation of Liability.  Licensee agrees that Lattice's entire liability arising under this Agreement and Licensee's sole remedy hereunder for any cause whatsoever, regardless of the form of the action, will be limited to the amount of monetary consideration, if any, paid to Lattice for the Reference Design. IN NO EVENT WILL LATTICE OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER CHARACTERIZED AS EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT, ARISING OUT OF THE USE OF OR INABILITY TO USE THE REFERENCE DESIGN, EVEN IF LATTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN. 
5.     Export Control.  Licensee agrees and certifies that the Reference Design will not be exported, directly or indirectly, into any country to which such export is prohibited by the United States Export Administration Act and the regulations thereunder without the required authorization from the United States government, nor will the Reference Design be used for any purpose prohibited by the same.
6.     Default and Termination.  This Agreement will continue indefinitely, until and unless terminated. It will terminate automatically in the event Licensee fails to perform any of its obligations hereunder. Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the Reference Design or by destroying the Reference Design together with all copies thereof. Upon termination of this Agreement for any reason, Licensee will either return to Lattice the original and all copies of the Reference Design, or upon Lattice's request, destroy such original and all copies and provide Lattice with written certification of their destruction. In addition, upon termination of this Agreement for any reason, Licensee will destroy all bitstream programming files that contain the Reference Design and provide Lattice with written certification of their destruction. Notwithstanding anything to the contrary, in the event of termination of this Agreement or any license granted herein, Licensee’s end customers may continue to sell and use systems containing the Reference Design previously and properly sublicensed in accordance with the terms hereof prior to such termination. The parties agree that their respective rights, obligations and duties, which by their nature extend beyond the termination of this Agreement shall survive any termination. 
7.     Government Use.  The Reference Design and any accompanying documentation provided to agencies of the U.S. Government are "commercial computer software" and "commercial computer software documentation" pursuant to DFARS 227.7202 and FAR 12.212, and their successors. All use, reproduction, release, performance, display or disclosure of the Reference Design and related documentation by or for the U.S. Government shall be in strict accordance with the terms and conditions of this Agreement.  Contractor/manufacturer is Lattice Semiconductor Limited c/o Lattice Semiconductor Corporation, 111 SW Fifth Avenue, Suite 700, Portland, Oregon 97204 and its licensors.
8.     General.  If Licensee is located in the United States, this Agreement will be governed by the laws of the State of Oregon, U.S.A., without reference to any conflict of law principles. If Licensee is located in a country other than the United States, this Agreement will be governed by the laws of the Republic of Singapore, without reference to any conflict of law principles. The application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded. Licensee may not sublicense, assign, or transfer this Agreement or the Reference Design. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER AND SUPERSEDES ANY OTHER COMMUNICATIONS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, REGARDING THE REFERENCE DESIGN. If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in full force and effect. The prevailing party in any legal action arising out of this Agreement will be entitled to reimbursement for reasonable and actual attorney's fees and expenses, in addition to any other rights and remedies such party may have. 
©2017 Lattice Semiconductor Corporation.  You may freely distribute the text of this Agreement provided you include this copyright notice.  However, modifications to the substantive terms herein are not permitted.  
20170327
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