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SOFWARE LICENSE AGREEMENT

Between

Université Pierre et Marie Curie (Paris 6), a not for profit corporation under the laws of France, N° SIRET : 19751722000012 - Code APE : 8542Z, having its place of business at 4, place Jussieu, 75252 Paris cedex 5, France, represented by its President Mr Jean Chambaz, (hereinafter called "UPMC"),

CNRS

On the one hand,

And

The RECIPIENT

On the other hand,

Hereinafter solely or collectively designed "Party/Parties"

Whereas the Laboratoire LIP6 (UMR 7606) at UPMC has developed a new software called HITAS/YAGLE, hereafter referred to as the "SOFTWARE", which allows hierarchical static timing analysis of VLSI designs.

HiTas is a static timing analysis tool. Its strength lies in its transparent hierarchical approach combined with the ability to perform analysis at the transistor-level, cell-level or a mixture of the two.

The transistor-level analysis brings the possiblity of handling full-custom circuits not individually but also as blocks within the hierachy of a complete chip. In addition, working at transistor level removes the need for costly and time consuming re-characterization when performing the analysis at different corners. The fact that delays are dynamically calculated throughout the design means that the differences in local context are automatically taken into account such as power supply variations due to IR drop, or simply using different voltages for low-power applications.

Yagle provides automatic generation of a behaviral model (in vhdl or Verilog) directly from a transistor netlist. Its major strength is the ability to take into account functional correlation between signals. This optimizes the partitioning and functional characterization as well as providing the means for automatically identifying and characterizing most kind of memory elements. Yagle is able to mix the totally automatic approach with a pattern-matching approach. This allows functional abstraction of circuits containing a mixture of analog and digital. This can be used to handle RAMs which contain sense amplifiers for example.

Whereas UPMC desire to make the SOFTWARE available for public use and benefit.

Whereas the RECIPIENT, wishes to use the SOFTWARE for research purposes and asked UPMC for a copy of the SOFTWARE.

NOW THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES:

1. GRANT OF RIGHTS:

Subject to the provisions contained herein, UPMC hereby grants RECIPIENT a non-exclusive royalty-free non-transferable rights to use the SOFTWARE and all relating documentations for research purposes for a period of 2 years, effective from the date of download of the SOFTWARE and the present agreement.

Upon execution of the present agreement by the RECIPIENT, UPMC authorizes the download of the SOFTWARE by the RECIPIENT.

In the event that the RECIPIENT wishes to use the SOFTWARE for commercial and/or industrialization purpose, it recognizes that this action requires the express and prior authorization of UPMC, in accordance with article 6. The terms of obtaining a commercial license have to be negotiated between the Parties, on a case by case base.

All rights, title, interest and copyright to the SOFTWARE, to all portions thereof, and to any associated documentation shall at all times remain the property of UPMC. RECIPIENT agrees that to use the SOFTWARE solely for non commercial purposes and in full compliance with the disposition of the present agreement.

No part of the SOFTWARE or of the accompanying written material may be reproduced, transmitted to another location or to any other person, stored in a retrieval system, or translated into any language or computer language in any form other than granted above by any means, electronic, mechanical, magnetic, optical, chemical, manual, or otherwise without the express written permission of UPMC.

The RECIPIENT may not modify, reverse engineer, decompile or disassemble the SOFTWARE or related documentations. The RECIPIENT may not use, copy, modify, or transfer the SOFTWARE or documentation or any copy except as expressly provided in this agreement.

2. FDA AND OTHER APPROVALS

The RECIPIENT agrees that this SOFTWARE has not been reviewed, nor received clearance for marketing from any health- regulation-agency such as the Food and Drug Administration, Health Canada or Agence Française de Sécurité Sanitaire des Produits de Santé, in any country.

3. DISCLAIMER OF WARRANTY:

This SOFTWARE is © copyright UPMC – 2011. UPMC holds all the ownership on the SOFTWARE.

UPMC and the authors of the SOFTWARE are hereinafter called the “DISCLOSERS”.

RECIPIENT acknowledges that the SOFTWARE is a research tool, that it is being supplied "as is" and that DISCLOSERS are not committed to provide any services, improvements or updates.

DISCLOSERS make no representation or warranties, express or implied. By way of example, but not limitation to, DISCLOSERS make no representation or warranties of merchantability or fitness for any particular purpose or that the use of the SOFTWARE will not infringe any patents, copyrights, trademarks, or other rights. DISCLOSERS shall not be liable for any liability or damages with respect to any claim by RECIPIENT or any third party on account of, or arising from, this licence or use of the SOFTWARE.

DISCLOSERS shall not be held liable for any liability nor for any direct, indirect, or consequential damages with respect to any claim by RECIPIENT or any third party on account of or arising from the use of the SOFTWARE.

DISCLOSERS are not liable for any hardware components used in conjunction with this SOFTWARE. DISCLOSERS are not liable for any failure of hardware components used with this SOFTWARE. If failure of the disk or hardware component has resulted from accident, abuse, or misapplication of the SOFTWARE, DISCLOSERS shall have no responsibility to replace the disk or hardware component under this limited warranty.

The entire risk as to the results and performance of the SOFTWARE is assumed by the RECIPIENT. Should the SOFTWARE prove defective, the RECIPIENT will assume all costs of necessary service, repair, or correction. Further, DISCLOSERS do not warrant, guarantee, or make any representations regarding the use of the SOFTWARE in terms of correctness, accuracy, reliability, currentness, or otherwise ; and the RECIPIENT relies on the SOFTWARE and the results solely at his own risk.

4. LIMITATION OF LIABILITY - INDEMNITY:

Under no circumstances and under no legal theory, whether in tort, contract or otherwise, shall UPMC or anyone else who has been involved in the creation, production, or delivery of this SOFTWARE be liable to RECIPIENT or any other person for any direct, indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages or losses, arising out of the use, the results of use, or inability to use such product, even if UPMC shall have been informed of the possibility of such damages, or for any claim by any other party.

To the extent allowed by law, RECIPIENT shall indemnify, hold harmless, and defend UPMC, its officers, employees, students, and agents against any and all claims arising out of the exercise of any rights under this agreement, including, without limiting the generality of the foregoing, against any damages, losses, or liabilities whatsoever with respect to death or injury to person or damage to property arising from or out of the possession, use, or operation of the SOFTWARE by the RECIPIENT.

5. PUBLICATION - ACKNOWLEDGMENT OF CONTRIBUTION - USE OF NAME

For any publication or communication of results, information or knowledge obtained with the utilization of the SOFTWARE, and for any published work based on the SOFTWARE, the RECIPIENT commits itself to indicating that the results are obtained using "HITAS/YAGLE SOFTWARE, UPMC/LIP6".

5.2 Nothing however in this agreement shall be construed as conferring rights to use in advertising, publicity, or otherwise the name of UPMC, of any of its employees or any of its marks.

6. NOTICES

Any notices or disclosures required or provided by the terms of this agreement shall be in writing, and shall be delivered personally or sent by certified or registered mail, return receipt requested, postage prepaid or by internationally-recognized express mail service providing evidence of delivery. The effective date of any notice shall be the date of first receipt by the receiving Party or the date of refusal of receipt. Notices shall be sent to the addresses/addressees given below:

  • Technical Contact:

    Laboratoire LIP6
    Département SoC
    Équipe CIAN
    4, place Jussieu
    F-75252 Paris cedex 05
    c/o: Mr. Jean-Paul Chaput

  • Administrative Contact:

    Université Pierre et Marie Curie (Paris 6)
    Direction de la Recherche et du Transfert de Technologies
    Tour Zamansky
    4, Place Jussieu
    75252 Paris cedex 05
    c/o: Mr Laurent BUISSON - Ref. UPMC : X11xxx

7. TERMINATION

This Agreement will be terminated by UPMC two (2) years after a SOFTWARE download by the RECIPIENT. Upon such termination, RECIPIENT shall immediately cease all uses of the Software and destroy the SOFTWARE and all copies thereof.

The provisions of Articles 3, 4, 5, 8 and 9 shall survive any termination.

8. GOVERNING LAW

This agreement shall be construed, interpreted and applied in accordance with the laws of France. If any claims or lawsuits concerning this license agreement of the SOFTWARE are brought against UPMC, the Parties agree to endeavour to seek an amicable solution to any disagreements or disputes that may arise during the performance of the agreement. Failing an amicable solution within three (3) months as from their occurrence, and unless emergency proceedings are necessary, the disagreements or disputes shall be referred to the jurisdiction of Paris which will be exclusively competent.

9. MISCELLANEOUS:

This Agreement constitutes the complete and exclusive agreement between UPMC and the RECIPIENT with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This agreement may not be modified. If any provision of this agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances.