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Form No.
：
QS-042-F07 Rev.
：
6 Kept by
：
LAIP
WLAN 802.11 License Agreement
This WLAN 802.11 License Agreement (
“
Agreement
”
) is made and entered into this (
“
EffectiveDate
”
) by and between ____________________________________________________ with its principal placeof business at(
“
Licensee
”
) and Ralink Technology Corporation, with its principalplace of business at 5F, No. 36, Taiyuan St., Jhubei City, Hsinchu County 302, Taiwan R.O.C. (
“
Ralink
”
),(Licensee and Ralink shall hereinafter referred to individually as the
“
Party
”
and collectively as the
“
Parties
”
).WHEREAS, Ralink and Licensee intend to further develop business relationship for certain Ralink
’
sproducts;WHEREAS, Ralink intends to provide certain software and documents to the Licensee for Licensee
’
stechnical evaluation or Licensee
’
s integration of Ralink
’
s products in Licensee
’
s products; andWHEREAS, Licensee wishes to license certain Source Code and Binary Code versions of Ralink Softwareand the Documents upon the terms and conditions hereinafter set forth.NOW, THEREFORE, the Parties hereto agree as follows:
1.
DEFINITIONS
A.
“
Binary Code
”
means all or any portion of the machine-readable and executable code firmware orsoftware programs furnished by Ralink to Licensee, and all corrections, updates, and binary versions of Modifications incorporated into such programs that have been furnished to Licensee.B.
“
Confidential Information
”
means all non-public information and materials received by either Party(
“
Receiving Party
”
) from the other Party (
“
Disclosing Party
”
) in connection with any activity under orrelating to this Agreement (including before the Effective Date).
“
Confidential Information
”
isdescribed generally as including, without limitation, technical, customer, product, service, and/orbusiness information or concepts in written, graphic, oral, or other tangible or intangible formsincluding, without limitation, specifications, product features, data, source code, computer programs,drawings, schematics, know-how, notes, models, reports, research, contracts, mock-ups, releaseschedules, and samples, whether in written, oral, electronic, website-based, or other form, and whetherprovided by a Party or one of its representatives, and all copies, summaries, and extracts of any of theforegoing. Confidential Information also includes all information identified by either Party as
“
confidential
”
or is the trade secret of either Party. Confidential Information does not includeinformation which is generally available to the public on an unrestricted basis, previously known by theReceiving Party, independently developed outside this Agreement, or lawfully disclosed by a thirdparty.C.
“
Documentation
”
means Ralink publications related to Software and actually furnished to Licensee,including without limitation, customer reference manuals and installation, administrative andprogrammer guides.D.
“
Intellectual Property Rights
”
means worldwide rights arising under contract, statute or common law,
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Form No.
：
QS-042-F07 Rev.
：
6 Kept by
：
LAIP
whether or not perfected, and associated with: (a) patents and patent applications; (b) works of authorship, including copyrights, mask work rights, and moral rights; (c) the protection of trade andindustrial secrets and confidential information; (d) any rights analogous to those set forth herein andany other proprietary rights relating to intangible or intellectual property now existing or laterrecognized in any jurisdiction (excluding trademarks, service marks, trade names, and trade dress); and(e) divisions, continuations, renewals, reassurances, reexaminations, applications, registrations, and anyextensions of the foregoing (as applicable), now existing or hereafter filed, issued or acquired.E.
“
Licensed Materials
”
means the Software and the Documentation furnished by Ralink to Licenseeunder this Agreement, which shall include any Software and Documentation furnished by Ralink toLicensee from time to time.F.
“
Modifications
”
means any and all changes, revisions, upgrades, improvements, fixed bugs orenhancements that Ralink makes to the Source Code prior to furnishing such Source Code to Licensee.G.
“
Ralink 802.11 Solution
”
means any system with Ralink 802.11 chipset developed by Ralink forwireless network application.H.
“
Software
”
means any and all Binary Code, Source Code and Ralink 802.11 driver, including all copiesof the Software program and its related supporting material provided by Ralink.I.
“
Source Code
”
means the human-readable version of the firmware or software programs furnished byRalink to Licensee, including without limitation, associated flow charts, algorithms, comments andother written instructions and technical documentation. Source Code includes but not limited to allModifications, application source code, driver source code, protocol source code and kernelmodification source code.
2.
LICENSE GRANT
A.
Subject to Licensee
’
s compliance with the terms and conditions of this Agreement, Ralink grants toLicensee, without the right to sublicense, a worldwide, non-transferable, non-exclusive license to usethe Binary Code of the Ralink 802.11 driver solely for the test of the Ralink 802.11 Solution (
“
BinaryCode License
”
).B.
Subject to Licensee
’
s compliance with the terms and conditions of this Agreement and upon Licensee
’
srequest, Ralink grants to Licensee, without the right to sublicense, a worldwide, non-transferable,non-exclusive, software license to use, modify, and create derivative works based upon the SourceCode of the Ralink 802.11 driver (
“
Source Code License
”
).C.
Ralink grants to Licensee, without the right to sublicense, a worldwide, non-transferable, non-exclusive,license to reproduce and distribute derivative works solely in binary form and solely as a part of products (within which such derivative works may be integrated or embedded) designed, marketed,manufactured, or sold by Licensee (
“
Licensee Products
”
).D.
Licensee shall not reverse engineer, decompile or disassemble the Software in whole or in part orpermit any third party to do so or attempt to do the like.E.
Licensee shall not port, use, sell or have the Software installed with any chips or chipsets other thansupplied by Ralink.F.
Except as expressly provided in this Agreement, Licensee shall make no other use of the Software.G.
If certain software to be interoperating with the Software is owned by any governmental authority,industry standards body or third party and Licensee is required to obtain the authorization or license of
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Form No.
：
QS-042-F07 Rev.
：
6 Kept by
：
LAIP
such software when using the Software, Licensee shall obtain the authorization or license at its owncost from such governmental authority, industry standards body or third party. Licensee shall provideRalink with written confirmation of the authorization if requested by Ralink. Licensee
’
s failure of obtaining such authorization shall constitute breach of this Agreement and shall be subject to theobligation under Section 7(B).
3.
LICENSE FEES AND RUNNING ROYALTIES
A.
Subject to Licensee
’
s compliance with the terms and conditions of this Agreement, the license fees andall other related Running Royalties terms for Ralink
’
s Binary Code License are
free
.B.
Subject to Licensee
’
s compliance with the terms and conditions of this Agreement, the license fees andall other related Running Royalties terms for Ralink
’
s Source Code License are
free
.
4.
DELIVERABLES
A.
Ralink shall provide Licensee with the Licensed Materials to the extent it deems necessary for Licenseeto conduct technical evaluation, integrating Ralink
’
s products in Licensee
’
s products or sales of suchproducts.B.
Any Software and Documentation issued and provided by Ralink to the Licensee in whatever form ormethod indicating Licensed Materials shall constitute Licensed Materials as defined in the above andforms part of this Agreement. Licensee shall be bound by this Agreement for any Licensed Materialreceived from Ralink.C.
The following statement shall be automatically incorporated in each release of Licensed Materialsdisregarding if Ralink reiterates in the release or not.
“
Licensed MaterialsLicensee acknowledges and consents that the Software and Documentation herein constitutes theLicensed Materials as defined in the WLAN 802.11 License Agreement signed by and between Ralink Technology Corporation and Licensee and forms part of such Agreement. Licensee shall be bound bythis Agreement for any Licensed Material received from Ralink.
”
5.
TECHNICAL SUPPORT
Upon mutual agreement between the Parties, Ralink may provide certain technical support.1.
Email support2.
Telephone or Conference call support3.
In-house troubleshooting of customer
’
s board4.
On-site support
6.
TITLE, PROTECTION OF PARTY PROPERTY, AND CONFIDENTIAL INFORMATION
A.
Ralink retains all title, right and interest to the Licensed Materials and Ralink Confidential Information,except for derivative works which shall be wholly owned by Licensee, provided however, that Licenseeshall not license any derivative work not contained in Licensee Products without the prior writtenconsent of Ralink, which shall not be unreasonably withheld. Licensee shall affix, to any mediacontaining a copy or all or any portion of the Software and to each whole or partial copy of any relateddocumentation, all copyright, proprietary information notices and restricted rights notices as were
of 00
QS-042-F07 Ralink WLAN 802 11 License Agreement_V.6_updated[1]
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| Upload Date: | 11/28/2009 |
| Copyright: | Attribution Non-commercial |
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