NTEL SOFTWARE LICENSE AGREEMENT 
(OEM, ODM, IHV Distribution)

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not use or load software or any associated materials (collectively, the "Software") until you have carefully read the following terms and conditions. By loading or using the Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Software.

1.	COPYRIGHT LICENSE. Subject to the terms of this Agreement, Intel grants to You a nonexclusive, nontransferable, worldwide, fully paid-up license under Intel's copyrights to:
A.	copy the Software internally for Your own development and maintenance purposes; and 
B.	distribute the Software, in object code form only, only if you are an Original Equipment Manufacturer or any other entity in the business of providing computer hardware products in the chain of manufacture or distribution to End Users and only to others in such chain of manufacture or distribution and to End Users for use solely as a server management tool for the Intel hardware-based server board or system (the "Intel Hardware") for which the Software is provided, as listed in the documentation accompanying the Software or as posted on the Intel website from which You obtained the Software. 
C.	copy and distribute the end-user documentation which may accompany the Software, but only in association with the Software. 

2.	PATENT LICENSE. Subject to the terms of this Agreement, Intel grants You a non-exclusive, non-transferable, worldwide patent license under Licensed Patent Claims to make copies of and use the Software solely for the reproduction or use of the Software as authorized under the Copyright License. “Licensed Patent Claims" means the claims of Intel's patents that are necessarily and directly infringed by reproduction, use and distribution of the Software that is authorized under the Copyright License, when that Software is in its unmodified form as delivered by Intel to You and not modified or combined with anything else. 

3.	ADDITIONAL RESTRICTIONS AND DISCLAIMERS.  

A.	The Software is protected by the intellectual property laws of the United States and other countries, and international treaty provisions. An essential basis of the bargain in this Agreement is that no licenses or other rights, including but not limited to patent and copyright licenses or rights, are granted to You by implication, estoppel or otherwise, except for the licenses expressly granted in the preceding paragraphs.  

B.	You agree that the consideration provided under this Agreement only covers the licenses expressly granted to You in the preceding paragraphs, that any other rights, including but not limited to additional patent rights, would require an additional license and additional consideration, and that nothing in this Agreement requires or will be treated to require Intel to grant any such additional license.

C.	You acknowledge that there are significant uses of the Software in its original, unmodified and uncombined form.  The consideration for the license in this Agreement reflects Intel’s continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Software that are made by You or third parties that infringe any Intel patent claim that is not a Licensed Patent Claim. 

D.	If You are not the final manufacturer or vendor of a computer system or software program incorporating the Software, then You may transfer a copy of the Software  (and related end-user documentation) to Your recipient for use in accordance with the terms of this Agreement, provided such recipient agrees to be fully bound by the terms hereof. You will not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party. You will not reverse- compile, disassemble or reverse-engineer the Software.

4.	OPEN SOURCE SOFTWARE.

A.	In the event Open Source Software is included with the  Software, such Open Source Software is licensed pursuant to the applicable Open Source Software license agreement identified in the Open Source Software comments in the applicable source code file(s) and/or File Header(s) provided with the Software. Additional detail may be provided (where applicable) in the accompanying on-line documentation. With respect to the Open Source Software, nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable Open Source Software license agreement.  You will not subject the Software or Documentation, in whole or in part, to any license obligations associated with Open Source Software, including combining the Software or Documentation with Open Source Software in a manner that subjects Intel, or any portion of the Software, to any license obligations of the Open Source Software.

B.	For purposes of this Agreement:

i.	“Open Source Software” means any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in Source Code form; (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Common Public License (CPL). 

ii.	“File Header(s)” means the information provided with the Software and any Open Source Software that identifies any notices or additional information about the Software or Open Source Software. 

5.	AUDIT.  Intel shall have the right to inspect or have an independent auditor inspect Your relevant records to verify Your compliance with the terms and conditions of this Agreement.

6.	CONFIDENTIALITY. The Software includes confidential information of Intel. You may not reveal, disclose or distribute the Software in any form, or display or perform it publicly or distribute any product thereof. You may not use the Software or any information relating to the Software except for the purposes stated above. You may only disclose the Software available to Your employees whose duties require such access and who are obligated to maintain the Software in confidence. This obligation of confidentiality shall not apply to information which is shown by contemporaneous documentation to be: (i) rightfully available to the public other than by breach of this Agreement by You; (ii) rightfully received by You from a third party without breach of a duty to Intel; (iii) independently developed by Your employees without access to the Software; or (iv) rightfully known to You prior to first receipt from Intel. You acknowledge and agree that if You breach these Confidentiality provisions, Intel will suffer irreparable harm for which money damages will not be an adequate remedy.  You therefore agree that Intel will be entitled to an injunction restraining any breach or threatened breach of these Confidentiality provisions without the necessity of proving irreparable harm or posting a bond, in addition to all other rights and remedies at law, in equity and under this Agreement. If You wish to have a third party consultant or subcontractor ("Contractor") perform work on Your behalf which involves access to or use of Software, You shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access to or use of Software no less restrictive than those set forth in this Agreement and excluding any distribution rights, and use for any other purpose. Otherwise, You shall not disclose the terms or existence of this Agreement or use Intel's Name in any publications, advertisements, or other announcements without Intel's prior written consent. You do not have any rights to use any Intel trademarks or logos.

7.	OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Intel or its suppliers. You may not mortgage, pledge or encumber any of the Software in any way. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. 

8.	SUPPORT. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Software. Intel may in its sole discretion offer such services under separate terms at Intel’s then-current rates. You may request additional information on Intel’s service offerings from an Intel sales representative. You agree to be solely responsible to Your End Users for any update or support obligation or other liability which may arise from the distribution of the Software.

9.	EXCLUSION OF WARRANTIES.  The Software is provided "as is" without any express or implied warranty of any kind including warranties of merchantability, non-infringement, or fitness for a particular purpose. Intel disclaims all warranties of any kind and the terms and remedies provided in this agreement are instead of any other warranty or condition, express, implied, or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification, or sample. Intel does not assume (and does not authorize any person to assume on its behalf) any other liability. 

10.	LIMITATION OF LIABILITY. The Software is being licensed to You for free, and use of the Software is at Your own risk. In no event will Intel be liable for any direct, indirect, incidental, consequential, special, or other losses or damages arising out of or related to this agreement or Your or Your customer’s use of the Software, including without limitation any of the following losses or damages (whether such losses or damages were foreseen, foreseeable, known, or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the products; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental, special, or consequential loss or damage however caused (including loss or damage of the type specified in this Limitation of Liability clause). Intel has no obligation to indemnify You for any liabilities, including, without limitation, liability for loss or corruption of data or infringement of intellectual property of any kind. 

11.	TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement immediately, upon notice from Intel, if You violate its terms. Upon termination, You will immediately destroy the Software (including providing certification of such destruction back to Intel) or return all copies of the Software to Intel. In the event of termination of this Agreement, all licenses granted to You hereunder shall immediately terminate, except for licenses that you have previously distributed to Your end-users pursuant to the license grant above.

12.	APPLICABLE LAWS. Any claims arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. Each Party hereby agrees to jurisdiction and venue in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The Parties consent to the personal jurisdiction of the above courts. 

13.	EXPORT REGULATIONS / EXPORT CONTROL. You shall not export, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency or department of the United States Government. In the event any product is exported from the United States or re-exported from a foreign destination by You, You shall ensure that the distribution and export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. You agree that neither you nor any of your subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval. 

14.	GOVERNMENT RESTRICTED RIGHTS. No Government procurement regulation or contract clauses or provision will be considered a part of any transaction between the parties under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by the parties in connection with a specific transaction.  The technical data and computer software covered by this license is a “Commercial Item,” as that term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable.  This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users under the terms and conditions in this Agreement.  Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this Software is properly authorized by an appropriate U.S. Government official.  This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer Software or documentation covered by this license.  All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer Software licenses granted in this Agreement.  The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

15.	ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights or duties hereunder, expressly, by implication, by operation of law, by way of merger (regardless of whether You are the surviving entity) or acquisition, or otherwise and any attempt to do so, without Intel’s express prior written consent, shall be null and void. Intel may assign this Agreement, and its rights and obligations hereunder, in its sole discretion. 

16.	ENTIRE AGREEMENT. The terms and conditions of this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior, contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties hereto shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided for herein. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel. Without limiting the foregoing, terms and conditions on any purchase orders or similar materials submitted by You to Intel, and any terms contained in Intel’s standard acknowledgment form that are in conflict with these terms, shall be of no force or effect. 

17.	NO AGENCY. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties. 

18.	SEVERABILITY. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 

19.	WAIVER. A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. No waiver of any provision of this Agreement will be valid unless in writing, specifying the provision to be waived, and signed by the party agreeing to the waiver.


EXHIBIT A
EULA

INTEL SOFTWARE LICENSE AGREEMENT 
(Single User)
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not use or load software from this site or any associated materials (collectively, the "Software") until you have carefully read the following terms and conditions. By loading or using the Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Software.


LICENSE. You may copy the Software onto a single computer for your personal, or internal business purpose use, and you may make one back-up copy of the Software, subject to these conditions:
a.	You may not copy, modify, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software. 
b.	You may not reverse engineer, decompile, or disassemble the Software. 
c.	You may not sublicense or permit simultaneous use of the Software by more than one user. 
d.	The Software may contain the software or other property of third party suppliers, some of which may be identified in, and licensed in accordance with, any enclosed “license.txt” file or other text or file. 
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. You may transfer the Software only if the recipient agrees to be fully bound by these terms and if you retain no copies of the Software.
EXCLUSION OF OTHER WARRANTIES. The Software is provided "as is" without any express or implied warranty of any kind including warranties of merchantability, non-infringement, or fitness for a particular purpose. Intel disclaims all warranties of any kind and the terms and remedies provided in this Agreement are instead of any other warranty or condition, express, implied, or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification, or sample. Intel does not assume (and does not authorize any person to assume on its behalf) any other liability. 
LIMITATION OF LIABILITY. The Software is being licensed to You for free, and use of the software is at Your own risk. In no event will Intel be liable for any direct, indirect, incidental, consequential, special, or other losses or damages arising out of or related to this agreement or Your or Your customer’s use of the Software, including without limitation any of the following losses or damages (whether such losses or damages were foreseen, foreseeable, known, or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the products; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental, special, or consequential loss or damage however caused (including loss or damage of the type specified in this Limitation of Liability clause). Intel has no obligation to indemnify You for any liabilities, including, without limitation, liability for loss or corruption of data or infringement of intellectual property of any kind. 
TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement at any time if you violate its terms. Upon termination, you will immediately destroy the Software or return all copies of the Software to Intel.
APPLICABLE LAWS. Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. You may not export the Software in violation of applicable export laws and regulations. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel.
U.S. GOVERNMENT CONTRACT PROVISIONS.  No Government procurement regulation or contract clauses or provision will be considered a part of any transaction between the parties under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by the parties in connection with a specific transaction.  The technical data and computer software covered by this license is a “Commercial Item,” as that term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable.  This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users under the terms and conditions in this Agreement.  Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this Software is properly authorized by an appropriate U.S. Government official.  This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer Software or documentation covered by this license.  All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer Software licenses granted in this Agreement.  The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

