Europractice Agreement

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Terms & Conditions

for access to EUROPRACTICE Multi Project Wafer (MPW) runs

1. General

The terms and conditions contained herein apply to all deliveries made and services rendered by the EUROPRACTICE MPW Center (hereafter referred to as the "MPW Center") to CUSTOMER as a result of CUSTOMER's participation to EUROPRACTICE MPW runs. Any change in or amendment to these terms shall only be valid and only become effective after having been officially agreed to in writing by the MPW Center.

2. Design Registration

CUSTOMER has to register participation of an ASIC design on a Europractice MPW-run through the web-based online registration form, available on the official Internet homepage of EUROPRACTICE ( CUSTOMER has to select either IMEC vzw, located at Kapeldreef 75, B-3001, Leuven, Belgium or Fraunhofer-Institut (FhG-IIS), Am Wolfsmantel 33, D-91058 Erlangen, Germany as the desired EUROPRACTICE MPW Center. After completion of this form, CUSTOMER has to send the summary form, duly signed by its authorized signatory, by fax to the selected MPW center. Only when the signed summary form is received by the MPW Center and the design is checked for design errors, the MPW Center can accept the design for prototyping. Cancellation by CUSTOMER of registered designs is subject to the cancellation conditions as published on the official Internet homepage of EUROPRACTICE (

3. Prices and Payment

Prices for deliveries made or services rendered by the MPW Center to CUSTOMER shall be as set forth in the official price schedule published on the official Internet homepage of EUROPRACTICE ( or otherwise in a written quotation or price schedule, which upon CUSTOMER's request, will be made available to CUSTOMER. The terms of this price schedule, together with any changes or amendments thereto are fully incorporated into these 'Terms and Conditions' by this reference. The prices set forth in the price schedule are subject to change. Any amended price schedule will be published on the official Internet homepage of EUROPRACTICE ( together with its effective date. The MPW Center shall invoice CUSTOMER, for the amounts due, after acceptance by the MPW Center of CUSTOMER's design. CUSTOMER commits to pay the due amounts in due time and according to the provisions of these 'Terms and Conditions'. All invoices are payable within thirty days after the date of invoice. In case of non- or late payment of any amount by CUSTOMER to the MPW Center, such amount shall bear interest at the rate of one percent (1%) per month from the date on which such amount has become due and payable. CUSTOMER will make the payments to the MPW Center without withholding or deduction for or on account of any taxes, duties and/or other charges. The MPW Center has the right to request CUSTOMER for a letter of credit or proof of a sufficient bank warranty, or any other warranty, as the MPW Center may deem appropriate to warrant the execution of CUSTOMER of its obligations.

4. Delivery

All indicated delivery times are standard delivery times, based on the fabrication runtime of third party vendors. The MPW Center shall make commercially reasonable efforts to deliver on time. However, notwithstanding the foregoing, the MPW Center shall not be held liable for any delays or failures to meet delivery dates. If the MPW Center is notified by a third party vendor of any delay in the agreed time of delivery, it shall as soon as reasonably possible, notify CUSTOMER thereof in writing, stating whenever possible, the time when delivery can be expected. Deliveries will be made DDU, CUSTOMER delivery address, in accordance with the Incoterms 2000. Title to the deliveries and risk of loss will pass from the MPW Center to CUSTOMER upon delivery in accordance with the provision stated above. The scheduled dates of delivery are the dates of shipment to CUSTOMER's facilities or any other place of delivery specified by CUSTOMER.

5. Quality - Warranty - Liability - Indemnification

CUSTOMER expressly recognizes that the Europractice service cannot guarantee correct working of CUSTOMER generated designs manufactured on MPW runs. The fact that the MPW Center has performed DRC, ERC or LVS checks on CUSTOMER generated designs does not mean that the MPW Center guarantees correct working of the checked designs. The MPW Center only warrants that prototypes are taken from wafers that meet the standard quality level of the selected third party vendor(s) and have passed the standard third party vendor wafer parametric tests. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE MPW CENTER EXPRESSLY DISCLAIMS ANY WARRANTY THAT USE OF THE EUROPRACTICE SERVICE WILL PROVIDE WORKING OR USABLE PARTS, AND CUSTOMER IS NOT RELYING ON ANY WARRANTY OR ON ANY UNDERSTANDING OR BELIEF THAT THE USE OF THE EUROPRACTICE SERVICES WILL PROVIDE WORKING OR USABLE PARTS. THE MPW CENTER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE MPW CENTER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES CUSTOMER OR ANY SUBSIDIARY OR OTHER AFFILIATE OF CUSTOMER MAY SUFFER RELATING TO THE USE OF ANY FABRICATION AND/OR DELIVERY, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE FABRICATION OR THE DELIVERY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. THE MPW CENTER SHALL NOT BE LIABLE FOR, AND CUSTOMER HEREBY ASSUMES THE RISK OF, AND WILL RELEASE AND FOREVER DISCHARGE THE MPW CENTER, ITS AGENTS, OFFICERS AND EMPLOYEES, EITHER IN THEIR INDIVIDUAL CAPACITIES OR BY REASON OF THEIR RELATIONSHIP TO THE MPW CENTER, WITH RESPECT TO ANY EXPENSE, CLAIM, LIABILITY, LOSS, OR DAMAGE (INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE) EITHER DIRECT OR INDIRECT, WHETHER INCURRED, MADE OR SUFFERED BY CUSTOMER OR BY ANY THIRD PARTIES, IN CONNECTION WITH OR IN ANY WAY ARISING OUT OF THE FURNISHING OR USE OF THE FABRICATION AND/OR DELIVERY. IN ALL CASES, THE MPW CENTER'S LIABILITY TO CUSTOMER ON ANY GROUND AND UNDER ANY LAW WHATSOEVER SHALL NOT EXCEED A SUM EQUAL TO THE FEE PAID TO THE MPW CENTER BY CUSTOMER HEREUNDER. CUSTOMER warrants that any designs provided by CUSTOMER to the MPW Center shall not infringe the intellectual property rights of any third parties. CUSTOMER agrees to defend, indemnify and hold harmless the MPW Center and its trustees, officers, professional staff, employees and agents and their respective successors, heirs and assigns from all liability, demand, damage, loss or expense that they or any of them may at any time incur by reason of any claims, suits, actions, demands or judgments made against the MPW Center arising from the MPW Center integrated circuit fabrication services performed for CUSTOMER based upon CUSTOMER generated or provided designs, including, but not limited to, any claim or loss related to any product liability or alleged infringements of any patent, copyright, trademark or other proprietary rights.

6. Confidentiality and Proprietary Rights

The MPW Center and CUSTOMER recognize that the information exchanged hereunder is of a confidential and proprietary nature. Each party shall maintain all such confidential and proprietary information provided by the other party hereunder in confidence. As the EUROPRACTICE services envision transfer of such information to third party vendors, the MPW Center agrees that it shall require each such vendor to comply with non- disclosure provisions which shall provide due protection to the information provided by the CUSTOMER. Each party further agrees that it shall treat the other party's confidential and proprietary information with the same care with which it treats its own confidential and proprietary information. The obligation of confidentiality shall extend for a period of five (5) years from the date of disclosure by one party to the other. Each party specifically agrees that it shall not disclose any material which may be considered proprietary or confidential material of the other party or of any vendors to any third parties. Proprietary material shall include but shall not be limited to, proprietary vendor information such as yield and parametric data, whether it was provided to customers or extracted by them. Each party remains the sole owner of its intellectual property rights and know-how. No license or other rights are granted herein by one party to the other whether directly or by implication, estoppel or otherwise, with respect to any patent, trademark, copyright, mask work, trade secret or other intellectual property right of a party, except where such is necessary to perform the EUROPRACTICE services and make the requested deliveries.

7. Export Laws

The MPW Center is committed to compliance with export and sanctions-related laws and regulations, including EC Regulation No 428/2009, which provides for common EU control rules for exports, transfer, brokering and transit of dual-use items. Under such laws and regulations, all disclosed information, designs, software, ASIC, MPW (‘collectively referred to as “Items”) may require an export license prior to shipment if these are classified as ‘dual-use’ but can be exempt from export control licensing in case the Items are used for ‘Basic scientific research’, as defined in EC 428/2009 (GTN NTN, meaning experimental or theoretical work undertaken principally to acquire new knowledge of the fundamental principles of phenomena or observable facts, not primarily directed towards a specific practical aim or objective. By accepting these ‘Terms and Conditions’ CUSTOMER irrevocable declares that the Item(s) is(are) classified as ‘Basic scientific research’ and will inform the MPW Center immediately in writing if this is not the case. In addition, CUSTOMER shall not (i) use any EUROPRACTICE MPW run in the design, development, production, stockpiling or use of weapons of mass destruction, such as nuclear, chemical or biological weapons or missiles nor for any use supporting those weapon activities or (ii) re-export to any third party who is known or suspected to be involved in any such activities nor to any sanctioned entity.”

8. Assignment

Neither party shall assign its rights or delegate its duties under these 'Terms and Conditions' without the prior written consent of the other party hereto, except to any party succeeding to substantially all of the business interests of the assigning party.

9. Dispute Resolution - Applicable Law & Competent Courts

These 'Terms and Conditions' shall be governed by and interpreted in accordance with the laws of Belgium in case IMEC has been selected as the MPW Center and in accordance with the laws of Germany in case Fraunhofer has been selected as the MPW Center. All disputes in connection to the EUROPRACTICE services shall first be discussed in good faith between the parties in order to try to find an amicable solution. If no solution can be found to settle the dispute within forty-five (45) days after giving notice to the other party, then either party may submit the dispute for settlement to the courts of Leuven, Belgium, in case IMEC has been selected as the MPW Center and to the courts of Munich Germany in case Fraunhofer has been selected as the MPW Center. The Parties agree that only these courts, as the case may be, are exclusively competent to settle such dispute.

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