MARVELL LIMITED USE LICENSE AGREEMENT
WLAN DISTRIBUTION WITH FIRMWARE LICENSE

The use of the Deliverables, as defined herein, is exclusively governed by the terms of this limited use license agreement (the “Agreement”), dated and effective as of the Effective Date set forth below, by and between MARVELL INTERNATIONAL LTD., a Bermuda corporation with its principal place of business at Argyle House, 41A Cedar Avenue, Hamilton, HM 12, Bermuda (“Marvell”), and LICENSEE. By downloading, installing or using the Deliverables, Licensee accepts the terms of this Agreement. If Licensee does not agree to all of the terms of this Agreement, then Licensee must not download, install or use the Deliverables. Licensee and Marvell are each a “party” and, collectively, are the “parties” to this Agreement.

BY SELECTING THE “ACCEPT” OPTION BELOW, LICENSEE SHALL BE DEEMED TO HAVE ACCEPTED AND AGREED TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (“ACCEPTANCE”), AND THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE DATE OF SUCH ACCEPTANCE BY LICENSEE (THE “EFFECTIVE DATE”). FOR AVOIDANCE OF DOUBT, IT SHALL NOT BE A REQUIREMENT TO THE EFFECTIVENESS AND ENFORCEABILITY OF THIS AGREEMENT THAT MARVELL EXECUTE THIS AGREEMENT.

1. DEFINITIONS.

1.1 “Affiliate” means a corporation or other entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a party hereto (with “control” meaning ownership of more than fifty percent (50%) of the voting stock of the entity or, in the case of a non-corporate entity, an equivalent interest).

1.2 “Confidential Information” means (i) the Proprietary Deliverables and any portions, components or sub-files thereof; (ii) the structure, sequence and organization of the Proprietary Deliverables and the concepts, methods of operations and ideas disclosed therein; (iii) any trade secrets relating to the Deliverables and/or the Marvell Product; and (iv) the terms and conditions of this Agreement.

1.3 “Deliverables” means any of the Proprietary Deliverables and/or Open Source Deliverables which are set forth in Exhibit A below and are provided to Licensee hereunder. The list of Deliverables may be updated by Marvell in writing from time to time, and Exhibits A and B, as applicable, and shall be deemed to be amended upon Marvell’s provision of such notice to Licensee. The Deliverables shall be delivered to Licensee via Marvell’s extranet or such other secure electronic means as are mutually agreeable to the parties.

1.4 “Derivatives” means derivatives of the Deliverables created by Licensee, which term shall include: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for work protected by topography or mask right, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (iii) for patentable or patented material, any improvement; and (iv) for material protected by trade secret, any new material derived from or employing such existing trade secret.

1.5 “Intellectual Property” means any patents, patent rights, trademarks, service marks, registered designs, topography and semiconductor mask work rights, applications for any of the foregoing, copyrights, know-how, unregistered design rights, trade secrets and any other similar protected rights in any country.

1.6 “Licensee” means the entity downloading the Deliverables or for whom the Deliverables are downloaded.

1.7 “Licensee’s Product” means a Licensee product that incorporates the Marvell Product.

1.8 “Licensee’s Software” means a Licensee software product which integrates the Deliverables and/or Derivatives, is incorporated into Licensee’s Product or distributed for use solely with Licensee’s Product, and is operable exclusively with the Marvell Product.

1.9 “Marvell Product” means the proprietary wireless LAN solutions of Marvell or a Marvell Affiliate as set forth in Exhibit A hereof.

1.10 “Open Source Deliverables” means the Deliverables identified as Open Source Deliverables in Exhibit A hereto.

1.11 “Proprietary Deliverables” means the Deliverables identified as Proprietary Deliverables in Exhibit A hereto. Proprietary Deliverables shall include Deliverables identified as Third Party Deliverables, if any, in Exhibit A below.

2. LIMITED LICENSE.

2.1 The Open Source Deliverables are provided to Licensee under the applicable license terms and conditions set forth in Exhibits A and B hereto.

2.2 The Proprietary Deliverables are proprietary to Marvell, and Licensee’s use thereof is governed solely by this Agreement and is not subject to the terms and conditions of the GPL or the eCos License, as defined in Exhibit A, or any other license. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Marvell hereby grants to Licensee, during the term of this Agreement, a worldwide, non-transferable, non-exclusive, revocable, royalty-free limited license (i) to use and reproduce the Proprietary Deliverables, and modify those Proprietary Deliverables for which source code is provided solely at the address specified by Licensee when it registered to access the Marvell extranet site via the worldwide web at marvell.com (the “Authorized Site”) solely for development of Licensee’s Product and/or Licensee’s Software; and (ii) reproduce, have reproduced, display, perform, transmit, license, import, export, rent, lease and distribute through multiple tiers of distribution the Proprietary Deliverables and/or Derivatives thereof, in binary or executable form, solely as incorporated into Licensee’s Product and/or Licensee’s Software or distributed solely for use with Licensee’s Product.

2.2.1 In addition to the foregoing, any Third Party Deliverables shall also be subject to the restrictions and obligations set forth in Exhibits A and B below.

2.2.2 In addition to the foregoing, any firmware included in the Proprietary Deliverables may be redistributed by the Licensee under the terms of the redistribution license set forth in Exhibit C below (the “Firmware Redistribution License”). In the event of conflict with Section 2 of this agreement, the terms of the Firmware Redistribution License shall prevail.

2.3 In no event may Licensee (i) use the Proprietary Deliverables and/or Derivatives thereof in conjunction with any product other than Licensee’s Product and/or Licensee’s Software; (ii) license, sell or otherwise distribute the Proprietary Deliverables and/or Derivatives thereof as a standalone product; (iii) decrypt, disassemble, reverse assemble or reverse compile the Proprietary Deliverables, except to the extent that such restrictions are prohibited by applicable law; (iv) distribute the source code of any Proprietary Deliverables and/or Derivatives thereof; and/or (v) take any actions that would cause the Proprietary Deliverables or any portion thereof to become subject to the GPL, the eCos License or any other open source license requiring the distribution of the Proprietary Deliverables or any Derivative thereof in source code form. If Licensee is a European Union (“EU”) resident, information necessary to achieve interoperability of the Proprietary Deliverables with other programs within the meaning of the EU Directive on the Legal Protection of Computer Programs is available from Marvell upon written request.

2.4 The Deliverables are licensed, not sold, and are protected by the copyright laws of the U.S. and other countries and by international treaty provisions. All right, title and interest in and to the Deliverables and any copies thereof, regardless of form or media, shall remain solely with Marvell and its suppliers. Except as expressly provided herein, this Agreement does not grant Licensee any rights under any of Marvell’s patents, copyrights, trade secrets, trademarks or other Intellectual Property rights. Marvell retains all rights not explicitly granted herein.

2.5 Licensee shall own Derivatives, subject to Marvell’s underlying ownership rights in the Deliverables. Without prejudice to any of Marvell’s rights in the Deliverables, Licensee hereby grants back to Marvell and its Affiliates a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, have reproduced, display, perform, transmit, license, import, export, rent, lease, distribute through multiple tiers of distribution, modify and create or have created derivative works based on Derivatives of the Proprietary Deliverables, in whatever form, and to grant sublicenses of the foregoing to third parties. Upon Marvell’s written request, Licensee shall provide Marvell with the fully commented source code of any Derivatives of the Proprietary Deliverables. All Derivatives of the Open Source Deliverables shall be licensed back to Marvell pursuant to the terms and conditions set forth in Exhibit B below.

2.6 Licensee agrees that each copy of Licensee’s Software distributed by Licensee will be accompanied by and subject to a software license, the terms and conditions of which shall be at least as protective of the Deliverables and Derivatives as the terms and conditions Licensee uses for its own software products and the terms and conditions governing this Agreement. Open Source and Third Party Deliverables and Derivatives thereof included in Licensee’s Software must be licensed pursuant to the applicable terms set forth in Exhibits A and B. Licensee expressly agrees not to distribute Licensee’s Software to any third party that has not accepted the terms of such Licensee software license.

3. CONFIDENTIAL INFORMATION.

Licensee shall not disclose to any third party, or use in any manner not expressly permitted herein, any Confidential Information. Licensee agrees to take all reasonable measures to protect Confidential Information and prevent unauthorized disclosure thereof, which measures shall be at least as stringent as those measures Licensee takes to protect its own confidential information of like kind. Without in any way limiting the foregoing, Licensee shall restrict access to Confidential Information, including but not limited to the Proprietary Deliverables, to Licensee employees and individual third party contractors working on site at Authorized Site who have executed a written agreement with Licensee sufficient to protect Confidential Information in accordance with the provisions of this Agreement and who have a “need-to-know” to exercise the license rights granted to Licensee herein. Notwithstanding the above, all Confidential Information, and any documents and other tangible objects containing or representing Confidential Information, and all copies thereof shall be and remain the exclusive property of Marvell.

4. DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DELIVER¬ABLES AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MARVELL AND ITS SUPPLIERS DISCLAIM ANY WARRANTY OR OBLIGATION TO PROVIDE SUPPORT, UPDATES OR BUG FIXES FOR THE DELIVERABLES AND/OR CONFIDENTIAL INFORMATION. NEITHER MARVELL NOR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY, SUFFICIENCY OR SUITABILITY FOR ANY PURPOSES WHAT¬SO¬EVER OF THE DELIVERABLES AND/OR CONFIDENTIAL INFORMATION. NEITHER MARVELL NOR ITS SUPPLIERS MAKE ANY WARRANTIES OR REPRE¬SENTATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATU¬TORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRAN¬TIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

5. LIMITATION OF LIABILITY.

IN NO EVENT SHALL MARVELL, ITS AFFILIATES OR THEIR SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR LICENSEE’S USE OF OR INABILITY TO USE THE DELIVERABLES AND/OR CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMA¬TION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COLLECTIVE LIABILITY OF MARVELL, IT’S AFFILIATES AND THEIR SUPPLIERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE TO MARVELL HEREUNDER OR U.S. $100.00. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN JURISDICTIONS THAT PROHIBIT EXCLUSION OF LIABILITY OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY BE LIMITED IN THEIR APPLICATION TO LICENSEE AND, DEPENDING ON LOCAL LAW, LICENSEE MAY HAVE OTHER SPECIFIC LEGAL RIGHTS.

6. TERM AND TERMINATION.

6.1 The licenses granted hereunder are perpetual unless terminated earlier as specified herein. Licensee may terminate this Agreement at any time and for any reason upon the provision of written notice to Marvell. Without prejudice to any other right or remedy which may be available to it, Marvell shall be entitled to terminate this Agreement, upon the provision of written notice to Licensee, if Licensee: (i) ceases the development, distribution and/or support of Licensee’s Product and/or Licensee’s Software; (ii) commits a material breach of any term hereof that is incapable of cure, including but not limited to an assignment or attempted assignment in violation of Section 9.1 hereof, and/or a material breach of any term hereof that is capable of cure but remains uncured thirty (30) days after notice from Marvell to Licensee of the existence of such breach; (iii) makes any voluntary arrangement with its creditors for the general settlement of its debts or becomes subject to the supervision of a bank¬ruptcy tribunal; and/or (iv) has an order made against it, or passes a resolution, for its winding-up or has a lien holder take possession or has a receiver or similar officer appointed over all or substantially all of its property or assets.

6.2 Upon termination of this Agreement for any reason, Licensee agrees to immediately cease use of, and to return or destroy, at Marvell’s sole option, the Proprietary Deliverables, all Derivatives thereof and any other Confidential Information of Marvell in Licensee’s possession, custody or control, together with all copies and merged portions in any form, including but not limited to deletion of the foregoing from Licensee’s computers, and to certify such return or destruction in writing. Notwithstanding anything to the contrary contained herein, the introductory paragraph of this Agreement and the provisions of Sections 1, 2.1, 2.4, 2.5 and 3 through 9 shall survive any termination of this Agreement.

7. EXPORT.

The Deliverables and Confidential Information are subject to U.S. export control laws and regulations, and may be subject to export or import regulations in other countries. Licensee agrees that it will not export, reexport or transfer the Deliverables, Derivatives, Confidential Information or any products developed with or utilizing the Deliverables, Derivatives or Confidential Information, in violation of any applicable laws or regulations of the United States or the country where the Deliverables or Confidential Information were obtained. Licensee is responsible for obtaining any licenses or authorizations required for Licensee to export, reexport, transfer or import the Deliverables, Derivatives and Confidential Information. In addition to the above, the Deliverables, Derivatives and Confidential Information may not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or reexported to (i) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) any person, entity, organization or other party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Debarred Parties List, as published and revised from time to time; or (iii) any party engaged in nuclear, chemical/biological weapons or missile proliferation activities.

8. UNITED STATES GOVERNMENT RESTRICTED RIGHTS.

The Deliverables are “Commercial Items(s)” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. If Licensee is licensing the Deliverables and/or Derivatives for acquisition by the U.S. Government or any contractor therefor, Licensee must license consistent with the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies), and 48 C.F.R. § 227.7202 1 and 227.7202 4 (for the Department of Defense), and their successors.

9. MISCELLANEOUS.

9.1 Licensee shall not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder, whether in whole or in part, including by operation of law, without the prior written consent of an authorized signatory of Marvell. This Agreement will bind and inure to the benefit of the parties and any permitted successors and assigns.

9.2 Licensee hereby acknowledges that its breach of this Agreement may cause irreparable harm and significant injury to Marvell in an amount that may be difficult to ascertain and for which a remedy at law may be inadequate. Accordingly, Licensee agrees that, in addition to any other rights and remedies it may have, Marvell shall have the right to seek injunctive relief in any court of competent jurisdiction to enforce Licensee’s obligations under this Agreement.

9.3 This Agreement shall be construed and governed by the laws of California, excluding its conflict of laws rules. The parties hereto consent to the jurisdiction of all the courts in California, and agree that, except for requests for injunctive relief pursuant to Section 9.2, venue shall lie exclusively in California. THE PARTIES EXCLUDE IN ITS ENTIRETY THE APPLICATION TO THIS AGREEMENT OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

9.4 When any notice is required or authorized hereunder, such notice shall be given in writing by recognized delivery service or personal delivery addressed to the other party. Notices shall be sent to Licensee at the Authorized Site and to Marvell at the address set forth in the introductory paragraph of this Agreement and at Marvell International Ltd., c/o Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara California 95054, U.S.A., Attn: General Counsel and Vice President of Business Affairs. Either party may change the address for notice hereunder by providing the other party with ten (10) days written notice thereof.

9.5 The original of this Agreement has been written in the English language, and the governing language of this Agreement shall be English. Licensee hereby waives and agrees not to assert any right to have this Agreement written in the language of Licensee’s place of residence if other than English.

9.6 A waiver of any default hereunder or of any of the terms or conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.

9.7 In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar intent and effect shall be substituted for such invalid, illegal or unenforceable provision.

9.8 This Agreement constitutes the entire agreement between the parties with respect to the license of the Deliverables and Derivatives, and supersedes and terminates all other prior and/or contemporaneous verbal and/or written agreements and understandings with respect thereto. Except with respect to modifications made by Marvell to Exhibits A and B pursuant to Section 1.3 hereof, no modifications to this Agreement shall be enforceable except when in writing and signed by an authorized signatory of each party.

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EXHIBIT A


DELIVERABLES


The GPL Deliverables and eCos Deliverables, as defined below, shall constitute Open Source Deliverables; and the GoAhead Deliverables, as defined below, shall constitute Third Party Deliverables hereunder.

For wireless LAN embedded client solutions (Marvell Product):

Marvell’s proprietary reference design, firmware, operating system-specific drivers, PCMCIA/CF bus driver wrapper, WPA supplicant patch, wireless LAN API, manufacturing tools and ETCPIP library and test application for the Marvell Product, together with any associated documentation and materials, in any form or media, provided by Marvell to Licensee pursuant to this Agreement. The PCMCIA/CF bus driver wrapper and ETCPIP library and test application shall constitute “GPL Deliverables,” and the remaining Deliverables shall constitute “Proprietary Deliverables” hereunder. The GPL Deliverables will be provided to Licensee in source code form, the firmware portion of the Proprietary Deliverables will be provided in binary or executable form, and the remaining Proprietary Deliverables will be provided in, at Marvell’s sole discretion, source code and/or binary or executable form.

The WPA supplicant patch (“WPA Supplicant Patch”) portion of the Proprietary Deliverables is subject to the terms and conditions of the BSD license set forth in Exhibit B hereto (the “BSD License”) and the terms and conditions of this Agreement, which supplement and are compliant with the BSD License.

For wireless LAN 802.11n AP/WB/UR solutions (Marvell Product):

Marvell’s proprietary reference design, AP firmware, wireless driver, operating system-specific board support packages, U-Boot monitor, manufacturing tools and wireless LAN GUI command code for the Marvell Product, together with any associated documentation and materials, in any form or media, provided by Marvell to Licensee pursuant to this Agreement. The U-Boot monitor and Linux board support package shall constitute “GPL Deliverables,” and the remaining Deliverables shall constitute “Proprietary Deliverables” hereunder. The GPL Deliverables will be provided to Licensee in source code form, the AP firmware portion of the Proprietary Deliverables will be provided in binary or executable form, and the remaining Proprietary Deliverables will be provided in, at Marvell’s sole discretion, source and/or binary or executable form.

For Wireless LAN 802.11a,b,g hard AP, gateway and All-in-1 solutions (Marvell Product):

Marvell’s proprietary reference design, AP firmware, operating system-specific software development kits, wireless LAN API and manufacturing tools for the Marvell Product, and any associated documentation and materials, in any form or media, provided by Marvell to Licensee pursuant to this Agree¬ment. The eCos kernel code portion of the eCos SDK shall constitute “eCos Deliverables,” the remain¬ing Deliverables shall constitute “Proprietary Deliverables,” and the HTTP server portion of the Proprietary Deliverables shall constitute “GoAhead Deliverables” hereunder. The eCos Deliverables and the GoAhead Deliverables will be provided to Licensee in source code form, the AP firmware portion of the Proprietary Deliverables will be provided in binary or executable form, and the remaining Proprietary Deliverables will be provided in, at Marvell’s sole discretion, source code and/or binary or executable form.

For wireless LAN NIC solutions and softAP solutions implemented with a NIC (Marvell Product):


Marvell’s proprietary reference design, firmware, operating system-specific drivers and manufacturing tools for the Marvell Product, together with any associated documentation and materials, in any form or media, provided by Marvell to Licensee pursuant to this Agreement, all of which shall constitute “Proprietary Deliverables” hereunder. The firmware portion of the Proprietary Deliverables will be provided to Licensee in binary or executable form, and the remaining Proprietary Deliverables will be provided in, at Marvell’s sole discretion, source code and/or binary or executable form.

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EXHIBIT B


OPEN SOURCE AND THIRD PARTY DELIVERABLES LICENSE TERMS


Open Source Deliverables:

The GPL Deliverables are provided to Licensee under the terms of the GNU General Public License version 2 (the “GPL”), and any use of such GPL Deliverables shall comply with the terms and conditions of the GPL. A copy of the GPL is available in the license.txt file accompanying the Deliverables and at http://www.gnu.org/licenses/gpl.txt.

The eCos Deliverables are provided to Licensee under the terms of the eCos License v. 2 (the “eCos License”), and any use of such eCos Deliverables shall comply with the terms and conditions of the eCos License. A copy of the eCos License is available in the license.txt file accompanying the Deliverables and at http://www.gnu.org/licenses/ecos-license.html.

The WPA Supplicant Patch is provided to Licensee under the terms of the BSD license set forth below and any use of the WPA Supplicant Patch shall comply with the terms and conditions of the following:

Copyright © Marvell International Ltd. and its affiliates

All rights reserved.

1. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

2. Neither the name of Marvell nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Third Party Deliverables:

The GoAhead Deliverables are provided to Licensee under the terms of the GoAhead Webserver 2.1 License Agreement (the “GoAhead License”), and any use of such GoAhead Deliverables shall comply with the terms and conditions of the GoAhead License. A copy of the GoAhead License is available in the license.txt file accompanying the Deliverables and at http://webserver.goahead.com/webserver/license.htm.


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EXHIBIT C


FIRMWARE LICENSE TERMS


Copyright (c) Marvell International Ltd.

All rights reserved.

Redistribution. Redistribution and use in binary form, without modification, are permitted provided that the following conditions are met:

* Redistributions must reproduce the above copyright notice and the following disclaimer in the documentation and/or other materials provided with the distribution.

* Neither the name of Marvell International Ltd. nor the names of its suppliers may be used to endorse or promote products derived from this software without specific prior written permission.

* No reverse engineering, decompilation, or disassembly of this software is permitted.

Limited patent license. Marvell International Ltd. grants a world-wide, royalty-free, non-exclusive license under patents it now or hereafter owns or controls to make, have made, use, import, offer to sell and sell ("Utilize") this software, but solely to the extent that any such patent is necessary to Utilize the software alone, or in combination with an operating system licensed under an approved Open Source license as listed by the Open Source Initiative at http://opensource.org/licenses. The patent license shall not apply to any other combinations which include this software. No hardware per se is licensed hereunder.

DISCLAIMER. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.