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SPICE MODEL LICENSE AGREEMENT
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Copyright(C) Nisshinbo Micro Devices Inc. 2022-
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This Agreement entered into as of your agreed below terms and conditions
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between you use this SPICE Model(including the corporation to which
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the user belongs, hereinafter referred to as "USER") and Nisshinbo Micro
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Devices Inc.,(hereinafter referred to as "NISD"),
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Please read the following terms and condition before using this SPICE model.
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Article.1 (Purpose)
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NISD hereby shall grant to USER to use the SPICE Model and the enclosed
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SPICE Modeling Report in accordance with this Agreement(hereinafter referred
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to as "Purpose").
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Article.2 (Definitions)
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(1)Name of this SPICE Model
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SPICE Model
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(2)Purpose for this SPICE Model
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Operating Confirmation for the system using SPICE MODEL by SPICE simulator.
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Article.3 (Licensing of use)
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1.NISD shall grant to USER a non-exclusive, worldwide and non-transferable
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right to use the SPICE Model for the Purpose only as defined below.
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(1) USER may simulate the NISD'products using this SPICE Model.
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(2) USER may reproduce,modify and redistribute for the SPICE Model.
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2.NISD shall provide to USER of the SPICE Model for free of charge.
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3.USER shall have no rights to modify,reverse engineering the original of
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the SPICE Model except for the Purpose.
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4.USER agrees that USER shall not provide the SPICE Model to a third party,
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without prior written consent.
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Article.4 (Support)
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1. USER may request maintenance support from NISD However,NISD do not
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guarantee the implementation of maintenance support and results of such
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implementation.
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2. this SPICE Model may be subject to change without notice.
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Article.5(Intellectual Property Rights)
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1.NISD represents and warrants that in the use of the SPICE Model provided by NISD
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hereunder, NISD will not infringe any patents or any other intellectual
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property rights owned by third party.
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2.Any intellectual property rights relating to the SPICE Model shall belong
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to NISD.
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Article.6 (Limitation of Liability)
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IN NO EVENT WILL NISD BE LIABLE FOR ANY CLAIM FOR INDIRECT, PUNITIVE,
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INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF
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BUSINESS PROFITS ARISING OUT OF OR IN RELATION TO THIS AGREEMENT,
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WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF NISD
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HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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Article.7 (Confidentiality)
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Any confidential information, concerning the SPICE Model to USER shall
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be treated with upmost care and shall not be disclosed to any other parties
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unless NISD is allowed by a written agreement signed by the two parties nor
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there is clear evidence that proves the information is publicly known.
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Article.8 (Export control)
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1. User shall not sell, export, re-export, transfer or otherwise make
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available the SPICE Model and/or the Information to any firm(s), any
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corporation(s), and/or any person(s) that is likely to use the SPICE Model
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and/or the Information directly for research and development or manufacturing
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and use of ordinary, nuclear, chemical, biological weapons and/or missile
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technology.
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2. User confirms it will not use, install or otherwise dispose of any of
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the SPICE Model and/or the Information in a manner contrary to any laws,
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regulations that control and administer the export, re-export and
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transshipment of the SPICE Model and/or the Information in the country
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in which each party is located.
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Article.9 (Assignment)
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This Agreement is not assignable by USER to any third party without the NISD's
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prior written consent. NISD shall have no obligation, duty, liability or
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responsibility, directly or indirectly, to any such USER nor shall such USER
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have any right, power or privileges against NISD
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.
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Article.10 (Termination)
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1.This Agreement may be terminated by either Party immediately upon notice
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to the other Party if such other Party commits a material breach of any
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of the material provisions of this Agreement, and such breach is not
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cured within thirty (30) days after written notice of such breach is
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received from the non-breaching Party, except that the time period shall
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be fourteen (14) days for breaches in respect of Confidential Information
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that result or are reasonably likely to result in a material adverse
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effect on the non-breaching Party.
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2.Either Party to this Agreement may terminate this Agreement by written
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notice to the other Party as well if, and only if, such other Party
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(a) becomes insolvent
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(b) makes a general assignment for the benefit of creditors,
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(c) suffers or permits the appointment of a receiver for its business or
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assets
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(d) becomes subject as the debtor to any proceeding under any bankruptcy
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or insolvency Law, whether domestic or foreign, and such proceeding is not
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dismissed with prejudice within sixty (60) days after filing, or
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(e) commences liquidation or dissolution proceedings, voluntarily or otherwise.
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Article.11 (Severability)
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In case any one or more of the provisions contained in this Agreement
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shall for any reason be held to be invalid, illegal or unenforceable
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in any respect, such invalidity, illegality or unenforceability shall
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not affect any other provisions of this Agreement, but this Agreement
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shall be construed as if such invalid or illegal or unenforceable
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provision had never been contained herein.
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Article.12 (Arbitration)
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All disputes or disagreement arising between the parties out of or in
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connection with this Agreement shall be settled amicably between the parties
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in good faith. If no amicable settlement is made between the parties,
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then such disputes or disagreement shall be settled in arbitration under
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the rules of International Chamber of Commerce, in Tokyo, Japan.
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The determination of the arbitrator shall be final and binding
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upon the parties and shall be enforceable by any court of competent jurisdiction.
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Article 13. (Governing Law)
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This Agreement shall be governed by, and for all purposes be construed
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and deemed to be a contract made under and pursuant to, the laws of Japan,
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and shall bind and inure to the benefit of the parties hereto and
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legal successors of the respective parties hereto.
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Article.14 (Entire Agreement)
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This Agreement sets forth the entire agreement between the parties hereto
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as to the subject matter herein, and shall supersede and replace any prior
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undertaking, understanding and agreements, whether written or oral.
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END
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