This Agreement entered into as of your agreed below terms and conditions between you use this SPICE Model(including the corporation to which the user belongs, hereinafter referred to as "USER") and Nisshinbo Micro Devices Inc.,(hereinafter referred to as "NISD"),
Please read the following terms and condition before using this SPICE model.
NISD hereby shall grant to USER to use the SPICE Model and the enclosed SPICE Modeling Report in accordance with this Agreement(hereinafter referred to as "Purpose").
(1)Name of this SPICE Model
(2)Purpose for this SPICE Model
Operating Confirmation for the system using SPICE MODEL by SPICE simulator.
Article.3 (Licensing of use)
1.NISD shall grant to USER a non-exclusive, worldwide and non-transferable right to use the SPICE Model for the Purpose only as defined below.
(1) USER may simulate the NISD'products using this SPICE Model.
(2) USER may reproduce,modify and redistribute for the SPICE Model.
2.NISD shall provide to USER of the SPICE Model for free of charge.
3.USER shall have no rights to modify,reverse engineering the original of the SPICE Model except for the Purpose.
4.USER agrees that USER shall not provide the SPICE Model to a third party, without prior written consent.
1. USER may request maintenance support from NISD However,NISD do not guarantee the implementation of maintenance support and results of such implementation.
2. this SPICE Model may be subject to change without notice.
Article.5(Intellectual Property Rights)
1.NISD represents and warrants that in the use of the SPICE Model provided by NISD hereunder, NISD will not infringe any patents or any other intellectual property rights owned by third party.
2.Any intellectual property rights relating to the SPICE Model shall belong to NISD.
Article.6 (Limitation of Liability)
IN NO EVENT WILL NISD BE LIABLE FOR ANY CLAIM FOR INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS PROFITS ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF NISD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any confidential information, concerning the SPICE Model to USER shall be treated with upmost care and shall not be disclosed to any other parties unless NISD is allowed by a written agreement signed by the two parties nor there is clear evidence that proves the information is publicly known.
Article.8 (Export control)
1. User shall not sell, export, re-export, transfer or otherwise make available the SPICE Model and/or the Information to any firm(s), any corporation(s), and/or any person(s) that is likely to use the SPICE Model and/or the Information directly for research and development or manufacturing and use of ordinary, nuclear, chemical, biological weapons and/or missile technology.
2. User confirms it will not use, install or otherwise dispose of any of the SPICE Model and/or the Information in a manner contrary to any laws, regulations that control and administer the export, re-export and transshipment of the SPICE Model and/or the Information in the country in which each party is located.
This Agreement is not assignable by USER to any third party without the NISD's prior written consent. NISD shall have no obligation, duty, liability or responsibility, directly or indirectly, to any such USER nor shall such USER have any right, power or privileges against NISD.
1.This Agreement may be terminated by either Party immediately upon notice to the other Party if such other Party commits a material breach of any of the material provisions of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is received from the non-breaching Party, except that the time period shall be fourteen (14) days for breaches in respect of Confidential Information that result or are reasonably likely to result in a material adverse effect on the non-breaching Party.
2.Either Party to this Agreement may terminate this Agreement by written notice to the other Party as well if, and only if, such other Party
(a) becomes insolvent
(b) makes a general assignment for the benefit of creditors,
(c) suffers or permits the appointment of a receiver for its business or assets
(d) becomes subject as the debtor to any proceeding under any bankruptcy or insolvency Law, whether domestic or foreign, and such proceeding is not dismissed with prejudice within sixty (60) days after filing, or
(e) commences liquidation or dissolution proceedings, voluntarily or otherwise.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.
All disputes or disagreement arising between the parties out of or in connection with this Agreement shall be settled amicably between the parties in good faith. If no amicable settlement is made between the parties, then such disputes or disagreement shall be settled in arbitration under the rules of International Chamber of Commerce, in Tokyo, Japan. The determination of the arbitrator shall be final and binding upon the parties and shall be enforceable by any court of competent jurisdiction.
Article 13. (Governing Law)
This Agreement shall be governed by, and for all purposes be construed and deemed to be a contract made under and pursuant to, the laws of Japan, and shall bind and inure to the benefit of the parties hereto and legal successors of the respective parties hereto.
Article.14 (Entire Agreement)
This Agreement sets forth the entire agreement between the parties hereto as to the subject matter herein, and shall supersede and replace any prior undertaking, understanding and agreements, whether written or oral.
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