EVALUATION AND TESTING AGREEMENT

AUTHORIZED ACCEPTANCE OF TERMS OF USE OF COMPILER BY DOWNLOADING AND INSTALLING THE SOFTWARE ACCOMPANYING THIS LICENSE OR USING THE COMPILER TO WHICH THIS WEBSITE GIVES ACCESS YOU ARE WARRANTING AND REPRESENTING THAT YOU ARE NOT A COMPETITOR OF VIRAGE LOGIC, NOR AN AGENT OF, OR ACTING ON BEHALF OF A COMPETITOR OF VIRAGE LOGIC. INSTALLING AND USING THE SOFTWARE OR USING THE COMPILER INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EVALUATION AND TESTING AGREEMENT. READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLING OR USING THE SOFTWARE OR USING THE COMPILER FROM OUR WEBSITE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST CEASE USING THE COMPILER AND DELETE THE SOFTWARE FROM YOUR HARDWARE. NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE, THE COMPLIER OR THE DOCUMENTATION RELATED THERETO EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. This Agreement will govern the evaluation and testing of certain Virage Logic Products, as defined below. Virage Logic, at its sole option, shall determine the Virage Logic Products that Evaluator may evaluate and the length of any permitted evaluation. This Agreement remains in effect until terminated in accordance with Section 17 below. In consideration of the mutual promises set forth, the parties agree as follows: 1. DEFINITIONS (a) “Virage Logic Product” shall mean any product or service offered by Virage Logic via download or from its website for evaluation and testing. (b) “Expiration Date” shall mean the date on which any permitted evaluation ends, but in no event shall the Expiration Date be later than thirty (30) days from the date of acceptance of these terms. (c) "Evaluator" shall mean the party accepting these terms. 2. CONFIDENTIAL INFORMATION 2.1. Definition The term "Confidential Information” shall mean any information relating to or disclosed in the course of the Evaluator’s evaluation and testing activities, which is or should be reasonably understood to be confidential or proprietary to the disclosing party. "Confidential Information" shall include without limitation: (i) the Virage Logic Product, whether or not identified as Confidential Information, and (ii) any information concerning Evaluator’s and Virage Logic’s respective products and services, including product data and specifications, designs, diagrams, flow charts, drawings, test results, know-how, processes, methods, inventions, research, research projects, computer software programs, trade secrets, techniques, and product development. 2.2. Protection of Confidential Information (a) The receiving party shall take a reasonable degree of care to protect and keep confidential all Confidential Information (i) specified in paragraph 2.1, or (ii) marked as confidential at the time of disclosure, or (iii) unmarked but treated as confidential at the time of disclosure. (b) The receiving party shall take a reasonable degree of care to: (i) prevent the unauthorized use, dissemination, or publication of the disclosing party's Confidential Information, (ii) ensure that its employees, officers, agents and other representatives guard against and prevent disclosure of disclosing party's Confidential Information, and (iii) ensure that the disclosing party's Confidential Information will be available to its employees, officers, agents or other representatives strictly on a "need-to-know" basis. (c) The receiving party shall protect and safeguard the Confidential Information of the other party for a period of five (5) years following the Expiration Date. (d) If either party is required to disclose the other party’s Confidential Information pursuant to a court order, government agency or law, the party required to disclose shall notify the other party in writing immediately upon learning of the requirement to disclose and prior to making such disclosure. (e) The receiving party may not copy the Confidential Information of the disclosing party without written authorization from the disclosing party. (f) Upon written notice from disclosing party, receiving party shall return to disclosing party any and all tangible items as specified by the written notice within seven (7) calendar days of receipt of such written notice. At the termination of this Agreement, all Confidential Information shall be returned to the respective disclosing party by the respective receiving party, or be certified as destroyed by the respective receiving party, within fourteen (14) calendar days of the termination of this Agreement. 3. LIMITED LICENSE FOR EVALUATION AND TESTING PURPOSES 3.1. License Grant Virage Logic grants to Evaluator, subject to the terms and conditions of this Agreement, one (1) limited, non-exclusive, royalty-free, nontransferable license to use the Virage Logic Product solely for evaluation and testing purposes. 3.2.Limitations on License (a) Evaluator shall acquire a license for each computer in which the Virage Logic Product is installed or each employee who gains access to the compiler via our website. (b) Evaluator shall install only one (1) copy of the Virage Logic Product on each computer. (c) Evaluator shall install the Virage Logic Product on only one (1) hard disk of each computer. (d) Evaluator shall only allow its employees, officers, contractors, or agents to use Virage Logic Product and each such user must register prior to use. (e) Evaluator shall have only one (1) concurrent run of the Virage Logic Product on any single computer at a time. (f) Evaluator shall not make any copies of the Virage Logic Product without written authorization from Virage Logic and shall not provide any copy of the Virage Logic Product to any third party. (g) Use of the Virage Logic Product by Virage Logic competitors is prohibited. (h) Virage Logic reserves the right to refuse access to the Virage Logic Product to anyone at any time for any reason. 4. REVERSE ENGINEERING AND MODIFICATION PROHIBITION Evaluator shall not: (i) reverse engineer, de-compile, disassemble or otherwise attempt to create the source code for the computer software of the Virage Logic Product, or (ii) create derivative works based on the computer software of the Virage Logic Product, user manual or other documentation supplied by Virage Logic, or (iii) modify the Virage Logic Product. This duty survives the termination or expiration of this Evaluation Agreement. 5. NO PAYMENT BY VIRAGE LOGIC FOR EVALUATOR INFORMATION Virage Logic shall not become liable for any payment to Evaluator for any information Evaluator provides to Virage Logic concerning the Virage Logic Product. 6. ORAL AND WRITTEN REPORTS TO VIRAGE LOGIC BY EVALUATOR The contents of all oral and written reports, materials, information ideas, concepts, and know-how provided by Evaluator to Virage Logic concerning the Virage Logic Product shall be the property of Virage Logic and may be used by Virage Logic for all business purposes, without accounting or any payment to Evaluator. 7. PROPRIETARY RIGHTS (a) The Virage Logic Product and all reports, datasheets and other materials generated through use of the Virage Logic Product are and shall remain the sole and exclusive property of Virage Logic, or the owner of the underlying intellectual property in such Virage Logic Product, as applicable. Evaluator claims no intellectual property rights or any other property rights to the Virage Logic Product or any such report, datasheet or other material. (b) Under the terms of this Evaluation Agreement, Evaluator acquires: (i) no ownership of the Virage Logic Product, (ii) no other licenses of the Virage Logic Product except as provided in Section 3 of this Evaluation Agreement, (iii) no right to use the Virage Logic Product beyond the Expiration Date or termination of this Evaluation Agreement and (iv) no right to make or have made any product which incorporates the Virage Logic Product, nor to participate in development, manufacturing, marketing or maintenance of the Virage Logic Product. (c) Nothing in this Evaluation Agreement grants Evaluator any rights in or to use any of Virage Logic’s patents, trade secrets, trademarks, copyrights or other intellectual property except as provided in Section 3 of this Evaluation Agreement. (d) Evaluator shall not remove any proprietary notices, labels or marks from the Virage Logic Product. 8. WARRANTY DISCLAIMER THE VIRAGE LOGIC PRODUCT AND ANY SUPPORTING MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF REMEDIES IN NO EVENT WILL VIRAGE LOGIC OR ITS LICENSOR BE LIABLE FOR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE VIRAGE LOGIC PRODUCT, A THIRD PARTY CLAIM OR FROM ANY OTHER CAUSE. 10. RISKS FROM VIRAGE LOGIC PRODUCT Evaluator understands that the Virage Logic Product may have or produce errors and unexpected results. Evaluator agrees that use of the Virage Logic Product is entirely at Evaluator’s own risk. Evaluator shall not allow any third party to use the Virage Logic Product on Evaluator’s systems or otherwise and shall indemnify and hold Virage Logic or its licensor harmless from any damages or claims arising from use by any third party. Evaluator shall backup data and take other appropriate measures to protect Evaluator programs and data. 11. OBLIGATIONS DISCLAIMER Neither party is obligated under this Evaluation Agreement to purchase or offer for sale or license any product, service, or item from the other party 12. PARTNERSHIP DISCLAIMER This Evaluation Agreement does not create any agency or partnership relationship between Virage Logic and Evaluator. 13. INJUNCTIVE RELIEF Evaluator acknowledges that the Virage Logic Product contain and embody trade secrets and other intellectual property of Virage Logic, the disclosure or unauthorized use of which would cause substantial harm to Virage Logic that could not be remedied by the payment of damages alone. Accordingly, Virage Logic will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of Evaluator’s obligations of confidentiality or use of Virage Logic Product not in accordance with this Evaluation Agreement. 14. DEFAULT Either party may be declared in default of this Evaluation Agreement if it breaches any material provision hereof. The non-defaulting party shall have the right to terminate this Evaluation Agreement immediately upon its declaration of the other party's default. 15. CHOICE OF LAW This Evaluation Agreement shall be governed and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Any suit hereunder will be brought solely in the federal or state courts in the Northern District of California and Evaluator hereby submits to the personal jurisdiction thereof. The United Nations Convention on Contracts for the Sale of Goods does not apply to this license. 16. EXPORT CONTROLS The receiving party shall fully comply with the Export Administration Act of 1979, as amended, and the regulations promulgated thereunder (the "Act") and any similar laws, and will not export or reexport any confidential information, or any other information or products received hereunder, or products thereof, in contradiction of the Act or such laws. The Virage Logic Product and the underlying information and technology may not be downloaded or otherwise exported or reexported (i) into, or to a national or resident of any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the program you are agreeing to the following and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. The obligations of this section will survive any expiration or termination of this evaluation agreement. 17. TERMINATION (a) Virage Logic may terminate this Evaluation Agreement if Evaluator: (i) commits a material breach of any term of this Evaluation Agreement, (ii) becomes insolvent or makes an assignment for the benefit of creditors, (iii) becomes the subject of voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, or (iv) requests or suffers the appointment of trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets. (b) This Evaluation Agreement may be terminated by either party by providing written notice to the other party. Such termination shall be effective upon receipt of the notice of termination. (c) Within three (3) days of the Expiration Date, unless Evaluator is granted an extension or purchases a license for the same Virage Logic Product evaluated hereunder, Evaluator shall (as applicable): (i) destroy all copies of the Virage Logic Product and Virage Logic’s Confidential Information, including but not limited to all output generated as a result of the test and evaluation of the Virage Logic Product, (ii) remove and erase completely any copies of the object code of the Virage Logic Product, including but not limited to any licensing files installed on Evaluator’s computers or recorded on any hard disk or other storage medium of the Evaluator and (iii) cease all use of the Virage Logic Product and any reports, datasheets and other materials produced through use of the Virage Logic Product. (d) The rights and obligations of the parties contained in Sections 2, 4, 7, 8, 9, 10, 11, 13 and 15 shall survive the expiration or termination of this Evaluation Agreement. 18. PARTIAL INVALIDITY If any provision of this Evaluation Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Evaluation Agreement shall remain in full force and effect. 19. ENTIRE AGREEMENT This Evaluation Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications, whether written or oral. Modifications to this Evaluation Agreement must be made in writing and signed by both parties. 20. NO WAIVER Either party’s failure to enforce any of its rights under this Evaluation Agreement shall not act as a waiver of such rights. 21. TRANSFERENCE AND ASSIGNMENTS Neither this Evaluation Agreement nor any rights or obligations hereunder may be transferred or assigned by either party without the other party's prior written consent. 22. PUBLICITY AND AGREEMENT DISCLOSURE Evaluator shall not: (i) disseminate, publish or communicate any review, opinion, description, or information concerning the Virage Logic Product, (ii) disclose the existence or terms and conditions of this Evaluation Agreement, or (iii) use the fact of Evaluator’s test and evaluation of the Virage Logic Product for any publicity, marketing or other activities without the prior written consent of Virage Logic.