1
EXHIBIT 10(b)
DESIGN, DEVELOPMENT SERVICES AND PRODUCTION AGREEMENT
This agreement ("AGREEMENT"), effective as of the ______ day of
__________, 1996 ("EFFECTIVE DATE") is by and between Rainbow Technologies, Inc.
("RAINBOW") and National Semiconductor Corporation ("NATIONAL"). This AGREEMENT
will be valid until May 31, 1999. NATIONAL and RAINBOW may be referred to under
this AGREEMENT as a "PARTY" or the "PARTIES".
WHEREAS, RAINBOW has expertise in the fields of software protection and
anti-piracy devices for information technology applications; and
WHEREAS, NATIONAL provides technical and design services related to the
design, development, and manufacture of integrated circuits; and
WHEREAS, RAINBOW wishes to engage the technical and design service
capabilities of NATIONAL to obtain the design, development and production of an
integrated circuit hereinafter referred to as the "SuperPro_NS" or "RAINBOW
ASIC"; and
WHEREAS, the SuperPro_NS integrated circuit will be designed using
NATIONAL's 0.65 micron CMOS EEPROM process, and later, when economically
feasible, will be migrated to NATIONAL's 0.4 micron CMOS EEPROM process;
Now, THEREFORE, the PARTIES agree as follows:
DEFINITIONS
"ATE" shall mean automatic test equipment.
"DESIGN DATABASE" shall include the net list, GDSII tape, maskworks,
and ATE program prepared under the DEVELOPMENT PROJECT, but shall
exclude any patent, copyrights, or trade secrets related to NATIONAL's
cells or subcells.
"DEVELOPMENT PROJECT" shall mean the work performed under this
AGREEMENT in preparation to manufacture the ASIC. (See APPENDIX A).
"DEVELOPMENT WORK" shall mean the work performed by NATIONAL for the
DEVELOPMENT PROJECT.
"k", if located immediately after any number, shall denote one thousand
(1000). (E.g., $60k shall mean $60,000 and 100k shall mean 100,000).
"NRE" shall mean any non-recurring engineering expense.
"PHASE" shall mean any phase of the DEVELOPMENT PROJECT.
"PROPRIETARY INFORMATION" shall mean all information delivered under
this AGREEMENT and marked confidential (as set forth in section 3.01)
that is not PUBLIC INFORMATION.
"PUBLIC INFORMATION" shall include: (a) published data sheets; (b)
published specifications; (c) published technical writings; and (d)
information in the public domain.
"INTELLECTUAL PROPERTY" shall include: (a) inventions and improvements
conceived, as those terms are used before the United States Patent
Office; (b) patents; (c) mask works; (d) copyrights; and (e) trade
secrets.
"RAINBOW ASIC" shall mean the SUPERPRO_NS, which is identified by
RAINBOW as part number 104669.
2
1.0 DEVELOPMENT
1.01 DEVELOPMENT PROJECT
A description of each PHASE of the DEVELOPMENT PROJECT is attached as
APPENDIX A. NATIONAL will use its reasonable best efforts to complete
the DEVELOPMENT WORK in accordance with the schedule set forth in
APPENDIX A.
1.02 SPECIFICATIONS
RAINBOW will furnish NATIONAL with the desired specifications for the
RAINBOW ASIC. NATIONAL will review the submitted specifications and
request any modifications it deems appropriate. The PARTIES will agree
to the final specifications for the RAINBOW ASIC and attach these
specifications as APPENDIX B.
1.03 RAINBOW'S RESPONSIBILITIES
RAINBOW shall provide NATIONAL the following information with respect
to the RAINBOW ASIC:
A. specifications including but not limited to APPENDIX B;
B. schematic files and net list files required to complete the
DEVELOPMENT PROJECT; and
C. supply test vectors and testing information required for
NATIONAL to create the functional tests and electrical
parametric tests (that is, test programs) for production ATE.
1.04 NATIONAL'S RESPONSIBILITIES
NATIONAL shall perform responsibilities in accordance with APPENDIX A.
RAINBOW shall signify acceptance of completion of each PHASE by
providing NATIONAL a signed copy of APPENDIX A at the appropriate PHASE
transaction date. RAINBOW shall indicate an unsatisfactory PHASE
completion by a description of the non-conformity. Specifically,
NATIONAL shall, in addition to other obligations under this AGREEMENT:
A. supply design notebook(s) which contain all simulations,
Device sizes, schematics, etc., that meet RAINBOW document
control requirements;
B. supply Calma GDSII compatible data base tape and a complete
data base for the RAINBOW ASIC when completed by NATIONAL
(electronic version of 1.04, A.);
C. characterize, to the Specification, a five piece sample of the
RAINBOW ASIC (in accordance with standard practice) and
provide RAINBOW the findings resulting from the analysis of
first silicon;
D. thoroughly analyze (in accordance with standard practice) the
RAINBOW characterization report and data resulting from
RAINBOW's analysis of first silicon;
E. upon completion of the analysis in C. and D. and after
receiving information concerning design errors (if any) from
RAINBOW, make any mutually agreed upon design corrections as
outlined in sections 2.01 and 2.02;
F. generate Test Programs for the production ATE; and
G. manage the production and deliveries of any RAINBOW ASIC.
H. provide deliverables in a timely manner as set forth in
APPENDIX D, RAINBOW ASIC development schedule.
I. provide a written report describing the results from
production qualification of the RAINBOW ASIC.
3
1.05 ADDITIONAL NATIONAL RESPONSIBILITIES
NATIONAL shall provide technical, engineering and developmental
services resulting in the delivery of ten, (10), prototypes of the
RAINBOW ASIC properly tested and packaged. (the "Tested Prototypes").
RAINBOW will have thirty (30) days to accept or reject the Tested
Prototypes. If RAINBOW accepts, then RAINBOW's notice of acceptance
will be in the form attached as APPENDIX C. If a written notice of
rejection is not received by NATIONAL within thirty (30) days of
shipment of the Tested Prototypes, the Tested Prototypes will be deemed
to have been accepted by RAINBOW.
NATIONAL will deliver additional prototypes of the RAINBOW ASIC at
$____ per unit within 4 weeks after RAINBOW places a purchase order for
such prototypes. The quantities of the prototypes will not exceed 750
pieces. If for any reason, including but not limited to wafer yield or
wafer foundry capacity restraints, NATIONAL cannot deliver the
additional prototypes of the RAINBOW ASIC within the 4 week schedule,
then NATIONAL will immediately notify RAINBOW of any new quantities and
delivery schedule.
1.06 DEVELOPMENT CHARGE AND PAYMENT SCHEDULE
In full payment for the design, development and layout work to be
performed for the DEVELOPMENT PROJECT, NATIONAL shall be paid a NRE for
the RAINBOW ASIC.
Non Recurring Engineering expense payments are due and payable upon the
acceptance by RAINBOW of each PHASE as described in section 1.04, and
the milestone schedule shown in APPENDIX A.
1.07 CHANGES
A. In the event RAINBOW desires to change the Specifications for
the DEVELOPMENT PROJECT, a request for change will be
submitted in writing to NATIONAL, and NATIONAL will estimate
the additional time and development costs necessary to
implement any requested change. RAINBOW must approve of the
additional cost and development time.
B. Upon receipt of RAINBOW's written approval, implementation of
the change will proceed and any additional cost will be paid
by RAINBOW. The Specifications will be amended to reflect any
change, and the DEVELOPMENT PROJECT will be modified as
necessary.
C. In order to facilitate proper financial control, NATIONAL has
provided the above fixed price quotation based on detailed
estimates of NATIONAL's efforts to complete this project. It
is anticipated that RAINBOW may require additional services
during or after completion of the DEVELOPMENT PROJECT, which
may affect cost or schedule. If RAINBOW (or its contract
manufacturer) requests any assistance from NATIONAL, then
NATIONAL will use its reasonable best efforts to provide such
additional services charges will be billed based on the actual
time expended by each individual assigned to the project.
Additional charges are payable on Net 30 day terms.
NATIONAL's current billing rate for senior engineers is
__________________ ($_______) per hour.
D. NATIONAL will xxxx RAINBOW for actual expenses of out of town
travel requested or previously approved by RAINBOW. All travel
expenses shall be paid by RAINBOW on thirty (30) day net
terms, from the date of invoice. Travel will be at coach or
standard room rates, unless these accommodations are not
available within the time constraints, in which case the next
available higher level of travel or accommodations will be
used.
2.0 WARRANTY, REMEDIES
2.01 WARRANTY OF DESIGN INTEGRITY
NATIONAL warrants that all or part of the RAINBOW ASIC designs and
other material delivered by NATIONAL to RAINBOW under this AGREEMENT
(hereinafter, "WARRANTED INFORMATION") shall be free of design rule
defects and layout defects; will be logically correct, and will be
consistent with acceptable engineering practices.
4
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO WARRANTIES, EXPRESSED
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, EXIST WITH RESPECT TO ANY PRODUCTS OR SERVICES PURCHASED UNDER
THIS AGREEMENT AND THEREFORE ALL SUCH WARRANTIES ARE EXPRESSLY
EXCLUDED.
2.02 REMEDY
In the event RAINBOW rejects WARRANTED INFORMATION, NATIONAL shall, at
NATIONAL's expense, promptly correct any defects which RAINBOW has
identified.
2.03 WARRANTY OF RAINBOW ASIC PERFORMANCE
NATIONAL hereby warrants that any RAINBOW ASIC delivered in the
production PHASE will perform according to the electrical requirements
defined by the Specifications and the functional requirements defined
by the RAINBOW-approved production test program for a period of twelve
(12) months following the delivery thereof (the "WARRANTY PERIOD").
Notwithstanding the foregoing, NATIONAL does not warrant failure in the
RAINBOW ASIC due to storage or handling by RAINBOW, its subcontractors
or agents which does not conform to the industry standards set forth
for storage and handling.
2.04 REMEDY OF RAINBOW ASIC PERFORMANCE
During the WARRANTY PERIOD, NATIONAL will repair or replace any defect
in any RAINBOW ASIC which fails to perform in accordance with the
RAINBOW-approved production test program. NATIONAL will perform its
warranty obligations within one hundred (100) days after RAINBOW
notifies NATIONAL of any defect in any RAINBOW ASIC.
2.05 WARRANTY OF TITLE, INDEMNIFICATION
NATIONAL, at its own expense, will indemnify, hold RAINBOW harmless and
defend any action brought against RAINBOW to the extent that it is
based on a claim that any NATIONAL property or any NATIONAL designed
material infringes any United States (or former COCOM member country)
patent, copyright, trade secret, or other proprietary right, provided
that NATIONAL is immediately notified in writing of such claim.
NATIONAL shall have the right to control the defense of all such
claims, lawsuits, and other proceedings. In no event shall RAINBOW
settle any such claim, lawsuit or proceeding without NATIONAL's prior
written approval.
RAINBOW, at its own expense, will indemnify, hold NATIONAL harmless and
defend any action brought against NATIONAL to the extent that it is
based on a claim that RAINBOW property and/or RAINBOW designed material
infringes any United States (or former COCOM member country) patent,
copyright, trade secret, or other proprietary right, provided that
RAINBOW is immediately notified in writing of such claim. RAINBOW shall
have the right to control the defense of all such claims, lawsuits and
other proceedings. In no event shall NATIONAL settle any such claim,
lawsuit, or proceeding without RAINBOW's prior written approval.
3.0 INTELLECTUAL PROPERTY MATTERS
3.01 PROPRIETARY INFORMATION
Any PROPRIETARY INFORMATION to be transferred by one PARTY to the other
PARTY under this AGREEMENT shall be marked "confidential",
"proprietary" or by words of similar import. If any PROPRIETARY
INFORMATION is disclosed in an oral manner, the disclosing PARTY will
inform the other PARTY at the time of disclosure of such information's
proprietary nature, and confirm the same in writing to the receiving
PARTY within thirty (30) days. The PARTIES agree to hold PROPRIETARY
INFORMATION in confidence and to exert the same effort to prevent
disclosure thereof as it would regarding its own proprietary
information but in no less than a reasonable degree of care. The
PARTIES agree to not disclose any PROPRIETARY INFORMATION without
written authority. The obligations of this paragraph shall terminate
with respect to any portion of the received PROPRIETARY INFORMATION:
(a) known prior to receipt; (b) becoming known through no act or
failure to act by either PARTY; or (c) furnished to third parties
without restriction on disclosure; or (d) independently developed by
the PARTY receiving the PROPRIETARY INFORMATION.
5
3.02 OWNERSHIP OF INTELLECTUAL PROPERTY
All INTELLECTUAL PROPERTY first conceived, discovered, developed, or
acquired by one PARTY (alone or jointly with another party) outside the
scope of the DEVELOPMENT PROJECT shall remain the sole and exclusive
property of such PARTY.
Except for the RAINBOW ASIC net list and maskworks, any INTELLECTUAL
PROPERTY first conceived, discovered, developed, or acquired solely by
NATIONAL under the DEVELOPMENT PROJECT shall be the exclusive property
of NATIONAL. Any RAINBOW ASIC net list or maskworks shall be owned
solely by RAINBOW. INTELLECTUAL PROPERTY first conceived, discovered,
developed, or acquired solely by RAINBOW under the DEVELOPMENT PROJECT
shall be the exclusive property of RAINBOW.
INTELLECTUAL PROPERTY first conceived, discovered, developed, or
acquired jointly, as those terms are used before the United States
Patent Office, by both PARTIES under the DEVELOPMENT PROJECT shall be
jointly owned by both PARTIES. Each PARTY shall have the right to
exploit and licenses JOINT INTELLECTUAL PROPERTY without accounting to
the other PARTY.
In furtherance of the foregoing: (a) except for those licenses granted
under section 3.03, no patent or software licenses of any kind are
granted or implied under this AGREEMENT; and (b) no RAINBOW ASIC unit
shall be transferred or sold to any third party without RAINBOW's
signed and written permission.
3.03 LICENSE GRANT
Upon full payment of all development charges, RAINBOW will be granted a
fully paid, perpetual, non-exclusive, license to:
A. use the NATIONAL DESIGN DATABASE to have RAINBOW ASIC units
produced for the benefit of RAINBOW by a third party vendor in
the event that NATIONAL: (i) breaches this AGREEMENT; (ii) is
unwilling or unable to produce and deliver an order of RAINBOW
ASIC units ordered by RAINBOW; or (iii) upon the occurrence of
an event described in section 12.0; and
B. use and include the RAINBOW ASIC designed and manufactured
under this AGREEMENT in any current or future RAINBOW
products.
4.0 PRODUCTION
4.01 PRODUCTION QUANTITIES
RAINBOW agrees to provide NATIONAL with schedules detailing requested
deliveries of the RAINBOW ASIC units one hundred twenty (120) days in
advance. RAINBOW's order will be acknowledged with detailed quantity
and delivery schedules. Terms and conditions of production deliveries
shall be defined by the purchase agreements. The production pricing is
shown below in section 4.02. Notwithstanding the detailed delivery
schedule, NATIONAL agrees that RAINBOW has the right to extend the date
of delivery of RAINBOW ASIC units scheduled to occur more than 90 days
from the date RAINBOW informs NATIONAL of the extended date. The
pricing below reflects no amortization.
4.02 PRODUCTION PRICING
Both PARTIES agree to the two scenarios described below, section 4.03
and section 4.04. These scenarios apply relative to the final die size
reached after the best design effort has been expended by NATIONAL. In
addition, if NATIONAL determines during the design effort that it
cannot attain either scenario 4.03 or scenario 4.04, NATIONAL may
exercise its option under section 8.01 to terminate the DEVELOPMENT
PROJECT and this AGREEMENT. In this case, any NRE paid to NATIONAL by
RAINBOW will be refunded to RAINBOW.
6
SCENARIO 4.03 PRODUCTION PRICE WITH LARGE DIE SIZE
The price for the RAINBOW ASIC units are as follows:
RAINBOW ASIC:
Die Size: 8,500 square mils maximum
Package: 20 pin 208 mil wide body SSOP
PACKAGED UNIT PRICE
o first 10k units $____ per unit
o up to 100k units per year $____ per unit
o up to 200k units per year $____ per unit
o up to 400k units per year $____ per unit
WAFFLE-PACK DIE PRICE TESTED-WAFER DIE PRICE
o first 10k die $____ per unit $____ per unit
o up to 200k die per year $____ per unit $____ per unit
o up to 400k die per year $____ per unit $____ per unit
o up to 800k die per year $____ per unit $____ per unit
NATIONAL agrees to renegotiate this pricing structure toward lower
pricing based on a sliding scale in the event the die size achieved is
smaller than 8,500 square mils. (e.g., the price would be $____ per
unit for an 8000 square mils die if 800k units were delivered).
The NRE under this scenario is agreed to be $334k per APPENDIX A.
SCENARIO 4.04 PRODUCTION PRICE WITH SMALL DIE SIZE
The unit price for the RAINBOW ASIC units are as follows:
RAINBOW ASIC
Die Size: 7,500 square mils or less
Package: 20 pin 208 mil wide body SSOP
PACKAGED UNIT PRICE
o first 10k units $____ per unit
o up to 100k units per year $____ per unit
o up to 200k units per year $____ per unit
o up to 400k units per year $____ per unit
WAFFLE-PACK DIE PRICE TESTED-WAFER DIE PRICE
o first 10k die $____ per unit $____ per unit
o up to 200k die per year $____ per unit $____ per unit
o up to 400k die per year $____ per unit $____ per unit
o up to 800k die per year $____ per unit $____ per unit
Under this scenario NATIONAL agrees to hold the pricing to the $____
unit price at 800k quantities as a fixed pricing. In consideration
thereof, RAINBOW agrees to pay the higher NRE of $____ per APPENDIX A.
NATIONAL, at its option, may achieve a smaller die size than 7,500
square mils, thus potentially improving its profitability, while
holding to the fixed pricing with RAINBOW.
7
5.0 PERFORMANCE TO SCHEDULE (PRODUCTION ORDERS)
5.01 CONSIDERATION FOR LATE DELIVERY ON EXPEDITED LOTS
RAINBOW shall be relieved of its obligation to pay an expedite fee if
the expedited lot is one (1) day late based on the acknowledged
delivery date from NATIONAL.
5.02 SHIP AHEAD ALLOWANCE
RAINBOW grants NATIONAL the right to ship product sixty (60) days ahead
of the original delivery date as specified on the acknowledged purchase
order.
5.03 YIELD FALLOUT/RECOVERY PLAN
NATIONAL shall start enough wafers to fulfill the quantities stated in
an acknowledged purchase order from RAINBOW, regardless of the yield
fallout from defective wafers within a production lot.
6.0 PRODUCTION ORDER DESCRIPTIONS
6.01 PURCHASE ORDERS
RAINBOW purchase orders are uncancelable and will explicitly state
RAINBOW part numbers, NATIONAL part numbers, and RAINBOW ASIC
descriptions and form of product delivery (i.e., packaged (SSOP),
waffle pack, wafer, or membrane).
7.0 BUSINESS STRATEGY
7.01 ESTABLISHING A SECOND MANUFACTURING LOCATION
NATIONAL may, in its sole discretion, establish a second manufacturing
location for RAINBOW ASIC production provided that it notifies RAINBOW
in advance. RAINBOW will not be held accountable for the costs
associated with starting a second manufacturing location.
NATIONAL will perform the necessary tasks to establish the
manufacturing capability at a second location if RAINBOW exercises this
option by payment of ______________________ ($_________) to NATIONAL.
The RAINBOW ASIC unit price shall not increase, regardless of where the
manufacturing takes place. Pricing shall be renegotiated if more
favorable cost structures are available at another site.
7.02 DISCONTINUANCE OF MANUFACTURING
If NATIONAL decides to discontinue manufacturing the RAINBOW ASIC,
NATIONAL must notify RAINBOW in writing at least twelve (12) months in
advance. NATIONAL will allow RAINBOW a "last buy" purchase order to
cover the twelve (12) month period prior to the discontinue date.
Furthermore, NATIONAL will provide reasonable assistance to transition
the manufacturing of the product to an alternate supplier.
8.0 CANCELLATION
If either PARTY materially breaches this AGREEMENT, the other PARTY may, upon
thirty (30) days written notice of such breach or default, cancel its remaining
obligations under this AGREEMENT. In no event shall NATIONAL be liable for delay
in the rendering of services under this AGREEMENT due to causes beyond its
reasonable control, including by way of illustration, but not limited to, acts
of God, acts of civil or military authority, fire, or inability's due to causes
beyond NATIONAL's reasonable control to obtain necessary labor, materials,
facilities, or services. In the event of such a delay, the dates of performance
under this AGREEMENT shall be deferred for a period equal to the time lost by
reason of the delay. Notwithstanding such event or delay, RAINBOW may, if so
desires, exercise its rights under section 8.01. In the event that this
AGREEMENT is terminated, each PARTY shall return all PROPRIETARY INFORMATION and
works in progress received from the other PARTY.
8
8.01 TERMINATION FOR CONVENIENCE OR FOR DEFAULT
RAINBOW shall have the right, upon giving thirty (30) days written
notice, to terminate the DEVELOPMENT PROJECT at any time. In the event
of such termination, RAINBOW's total liability to NATIONAL shall be
payment for the then current accumulated charges, including charges
that were to be amortized and were expended.
NATIONAL shall have the right, upon giving thirty (30) days written
notice, to terminate the Development project. If this AGREEMENT is
terminated by NATIONAL, then NATIONAL will return to RAINBOW any and
all development charges that have already been paid at the time of
termination. In such instance, NATIONAL will have no further liability.
This AGREEMENT will terminate upon the termination of the DEVELOPMENT
PROJECT. Section 3.0, however, will survive the termination of this
AGREEMENT.
9.0 INTEGRATION
This AGREEMENT constitutes the entire agreement between the PARTIES relating to
the subject matter contained within this AGREEMENT. This AGREEMENT supersedes
and repeals all previous negotiations or understanding between the PARTIES
relating to this subject matter.
10.0 MISCELLANEOUS
10.01 MODIFICATION
This AGREEMENT may not be modified, altered, changed or amended in any
respect unless done so in writing and signed by both PARTIES.
10.02 ASSIGNMENT OF AGREEMENT
NATIONAL may only assign this AGREEMENT or any portion hereof to an
affiliate of NATIONAL with prior written authorization from RAINBOW.
In the event that NATIONAL is unable to perform all or part of this
AGREEMENT, NATIONAL may only transfer its obligations with the
RAINBOW's prior written authorization.
10.03 SUBCONTRACTING
If NATIONAL assigns or subcontracts its obligations, NATIONAL will
remain liable for the performance of this AGREEMENT. If NATIONAL enters
any separate agreement with a subcontractor, such agreement shall: (a)
acknowledge that any INTELLECTUAL PROPERTY in any RAINBOW ASIC is owned
as set forth in section 3.0 of this AGREEMENT; and (b) protect
PROPRIETARY INFORMATION as set forth in section 3.01.
10.04 ACCESS TO PEOPLE AND INFORMATION
RAINBOW reserves the right to have technical or quality personnel
witness the development and manufacturing processes, and to perform any
necessary verification audits to assure the quality of the deliverable
items. This includes, but is not limited to, access to quality and
wafer process data and personnel. RAINBOW shall provide adequate
advanced notice to NATIONAL's designated program manager who will
arrange the logistics for such meetings.
11.0 NOTICE
Any notices delivered under this AGREEMENT, shall be in writing and addressed as
follows:
National Semiconductor Corp. Rainbow Technologies
0000 Xxxxx Xx. 50 Technology Dr.
MS 00-000 Xxxxxx, XX 00000
Xxxxxxxxx, XX 00000-0000 Attn: Xxxx Xxxxx
Attn: Xxxxx Xxxxxxxx
9
12.0 BANKRUPTCY
Notwithstanding the provisions of section 4.0, if either PARTY files a petition
in bankruptcy or is adjudicated a bankrupt, or commits an act of bankruptcy, or
if a petition in bankruptcy is filed against it, or if it makes an arrangement
pursuant to any bankruptcy or insolvency law, or if it discontinues its
business, or if a receiver is appointed for it or its business, then the other
PARTY shall, without further notice, have the immediate right to terminate this
AGREEMENT and enter upon the other PARTY's premises to repossess and remove (i)
any works in progress in connection with this AGREEMENT and (ii) any Proprietary
Property. In the event that NATIONAL files a petition, NATIONAL will return any
of the RAINBOW ASIC designs that are RAINBOW property.
13.0 FURTHER ACTIONS
At any time and from time to time, each PARTY agrees, without further
consideration, to take such actions and to execute and deliver such documents as
the other PARTY may reasonably request as necessary to effectuate the purposes
of this AGREEMENT.
14.0 GOVERNING LAW THIS AGREEMENT AND ITS PERFORMANCE SHALL BE GOVERNED BY,
SUBJECT TO, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, USA.
15.0 GENERAL LIMITATIONS OF LIABILITY
In no event, whether as a result of breach of this AGREEMENT or otherwise, shall
either PARTY be liable to the other for loss of profit or revenue, loss of
goodwill, claims of customers, or special, consequential or punitive damages of
any nature.
16.0 EXPORT CONTROL
Both PARTIES shall adhere to all applicable laws, regulations and rules relating
to the export of technical data to any proscribed country listed in such
applicable laws, regulations and rules of the United States. The obligations
under this section 16.0 shall survive the termination or expiration of this
AGREEMENT.
17.0 SIGNATURE
IN WITNESS WHEREOF, the PARTIES have had this AGREEMENT executed by their
respective authorized officers on the date(s) written below with the intent that
they be legally and equitably bound by its terms. This AGREEMENT shall not be
enforceable until stamped and initialed below by NATIONAL's Intellectual
Property Group.
NATIONAL SEMICONDUCTOR CORP.
By: ______________________________
______________________
Title: ___________________________ National IP Stamp Date
__________________________________
RAINBOW TECHNOLOGIES, INC.
By: ______________________________
Date
Title: ___________________________ ______________________
