<\/p>\nBy: \/s\/ Larry J. Gerhard By: \/s\/ Richard Y. Okumoto
\n ————————————– ——————————————<\/p>\n
Name: Larry J. Gerhard Name: Richard Y. Okumoto
\n ————————————– ——————————————<\/p>\n
Title: President, CEO Title: Executive Vice President & CFO
\n ————————————– ——————————————<\/p>\n
Date: 5\/19\/97 Date: Date: 5\/19\/97
\n ————————————– ——————————————<\/p>\n
<\/c><\/c><\/c><\/caption>\n<\/table>\n
-10-<\/p>\n
SCHEDULE A<\/p>\n
CSC PRODUCTS<\/p>\n
VISTA\/DUO SERIES TESTERS<\/p>\n
SC SERIES TESTERS<\/p>\n
SCHEDULE B<\/p>\n
VTB SOFTWARE<\/p>\n
VISUAL TESTBENCH COMPONENTS<\/p>\n
Visual Testbench consists of modified Visual HDL for Verilog and VHDL, Visual IF
\nTestbench harness code, Visual HDL simulation interface, various internal TDS
\nroutines, WDB input\/output routines and Visual Testbench on-line documentation.
\nFor customer delivery these source code modules are compiled to a single Visual
\nTestbench binary executable module.<\/p>\n
A Testbench is created using the Visual HDL Flow chart editor, Block diagram
\neditor and Waveform\/Timing diagram editor. The Testbench is connected to the
\nsimulated circuit using the Visual HDL Block Diagram editor and the Visual
\nTestbench Launch editor.<\/p>\n
The Testbench harness is compiled with the customer’s simulator and design as to
\nstimulate and examine the circuit under investigation. The Testbench harness
\nreads and writes TSSI WDB databases through binary linkable library functions.<\/p>\n
The examples include Visual HDL databases and Verilog or VHDL codes sufficient
\nto demonstrate basic and advanced product operation. The examples are
\noperational and will produce legitimate WDB output.<\/p>\n
DOCUMENTATION<\/p>\n
Visual Testbench documentation consists of a binary file in Framemaker mif
\nformat describing theory of operation, external controls, and function call
\ninterface of the product. The mif file is interpreted by a view for run time
\nviewing of the test.<\/p>\n
SCHEDULE C<\/p>\n
MAINTENANCE AGREEMENT<\/p>\n
This Maintenance Agreement (“Agreement”) is entered into between Summit Design,
\nInc., a Delaware Corporation (“Summit”) and Credence Systems Corp. (“CSC”) for
\nthe products described in the Software OEM License Agreement between Summit and
\nCSC (“the Software”), which is incorporated herein by this reference.<\/p>\n
IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN, THE PARTIES AGREE AS
\nFOLLOWS:<\/p>\n
1. FEES<\/p>\n
During the term of this Agreement and any renewal term thereof, Customer shall
\npay a maintenance fee for each term (“the Maintenance Feel’) as determined by
\nthe parties. The Maintenance Fee is due upon the execution of this Agreement,
\nor the expiration of any applicable warranty period for the above-described
\nSoftware (“Software”), whichever last occurs.<\/p>\n
2. TERM<\/p>\n
The term of this Agreement shall be eighteen (18) months. Thereafter, this
\nAgreement can be renewed for successive annual day period immediately prior to
\nthe expiration renewal term. After the eighteen months, this by either party
\nupon thirty (30) days’ written event of termination by Customer, Summit shall
\nany advance maintenance fees, and any fees due terms within the ninety (90) of
\nthe current term or any Agreement may be terminated notice: however, in the not
\nbe obligated to refund and payable shall remain due and payable without
\nadjustment for early termination.<\/p>\n
3. CUSTOMER OBLIGATIONS<\/p>\n
To facilitate Summit’s performance under this Agreement, Customer shall:<\/p>\n
3.1 Promptly notify Summit in writing or by telephone of the need for
\n maintenance services, the Software License Agreement Number, the Serial
\n Numbers and Release Numbers of the Software, the location of the Software
\n site number, a description of the CPU on which the Software is being used,
\n and the nature of the problem.<\/p>\n
3.2 Cooperate with Summit as reasonably necessary to identify the nature and
\n cause of the problem.<\/p>\n
3.3 Allow Summit access to Customers’ hardware, products, systems and
\n information (including confidential information), as may be reasonably
\n necessary to facilitate Summit’s identification of the nature, cause and
\n potential remedy of the problem, all subject to Customers’ security and
\n safety rules.<\/p>\n
4. SUMMIT’S OBLIGATIONS<\/p>\n
4.1 During the term of the Agreement and any renewal term thereof, Summit
\n shall respond to CSC requirements for telephone technical support and bug
\n fix requests.<\/p>\n
5. SPECIAL TERMS AND CONDITIONS<\/p>\n
5.1 This maintenance agreement does not provide for upgrade releases.<\/p>\n
5.2 This Agreement shall apply to the Software in its standard form, and
\n shall not apply to custom enhancements and modifications. Any requested
\n service on custom enhancements and modifications shall be charged to
\n Customer at Summit Design’s standard service rates then in effect.<\/p>\n
5.3 This Agreement shall apply only to the original release of the Software.<\/p>\n
5.4 Although Summit will exert reasonable efforts to provide prompt service,
\n Summit is not liable for damages resulting from delay in the provision of
\n service caused BY circumstances beyond reasonable control.<\/p>\n
5.5 Summit’s maintenance obligations under this Agreement do not include; (a)
\n services connected with system reconfiguration or relocation, (b) service
\n resulting from neglect, misuse or accidental damages to the Software, (c)
\n service resulting from modifications or repairs of the Software without
\n Summit’s authority, (d) service resulting from the failure of Customer to
\n provide and maintain a suitable installation environment, (e) service
\n resulting from the use of the Software for other than the purposes for
\n which it was designed, (f) the provision of supplies, accessories, or
\n media.<\/p>\n
SCHEDULE D<\/p>\n
LICENSE FEE AND PAYMENT<\/p>\n
Per Copy License Fee:
\nUS $***<\/p>\n
Payment and Delivery Schedule:<\/p>\n
CSC shall issue to SDI an irrevocable purchase order for *** VTB Software
\nlicenses for the amount of $16,000,000 on the Closing. Also on the Closing, CSC
\nshall establish an irrevocable letter of credit with a nationally recognized
\nfinancial institution reasonably acceptable to SDI, in the amount of $16,000,000
\nfor payment of such *** VTB Software licenses. SDI shall have the right to ship
\nup to the number of licenses corresponding to the maximum payments set forth
\nbelow and SDI shall receive the payment calculated at $*** per license, drawn
\nfrom the letter of credit upon each such shipment. If SDI does not ship the
\npermitted maximum during a quarter, the shortfall will be carried forward to the
\nnext quarter’s maximum amount.<\/p>\n
Year and
\n Calendar Quarterly Annual
\n Quarter Maximum Maximum
\n ——— ——— ——-
\n 1997 Ql
\n 1997 Q2
\n 1997 Q3 $ ***
\n 1997 Q4 $ ***
\n 1997 Total $ ***
\n 1998 Ql $ ***
\n 1998 Q2 $ ***
\n 1998 Q3 $ ***
\n 1998 Q4 $ ***
\n 1998 Total $ ***
\n 1999 Ql $ ***
\n 1999 Q2 $ ***
\n 1999 Q3 $ ***
\n 1999 Q4 $ ***
\n 1999 Total $ ***<\/p>\n
Shipment of VTB Software shall be made by the fifteenth day of the first month
\nfor each quarter and payment shall be drawn from the letter of credit on the
\nsame day. VTB Software will be shipped to CSC via overnight courier.<\/p>\n
* Certain information on this page has been omitted and filed separately with
\n the Commission. Confidential treatment has been requested with respect to
\n the omitted portions.<\/p>\n
SCHEDULE E<\/p>\n
END USER LICENSE AGREEMENT<\/p>\n
This is a legal Agreement between you, the end user, and Summit Design, Inc. By
\nopening this sealed media package and\/or by using the Software, you are agreeing
\nto be bound by the terms of this Agreement.<\/p>\n
GRANT OF LICENSE. Summit Design, Inc. (“Summit”) grants you the right to use
\none (1) copy of the enclosed Summit software program and accompanying
\ndocumentation (together with any upgrades supplied by Summit, the “Software”)
\naccording to the conditions specified below. Usage area to be less than one
\nkilometer in radius and subject to the terms and conditions of this Agreement.
\nAll rights not expressly granted herein are reserved by Summit, its suppliers,
\nlicensors, or successors.<\/p>\n
YOU MAY:
\na. Install the Software and its License Manager (FlexLM) on only one computer
\n or workstation;
\nb. make no more than one (1) copy of the Software in machine readable form,
\n solely for back-up purposes, provided that you reproduce all proprietary
\n notices on the copy; and
\nc. physically transfer the Software from one computer to another, provided
\n that the Software is used on only one computer at a time, and within a
\n usage area to be less than one kilometer in radius.<\/p>\n
YOU MAY NOT:
\na. Use the Software on more than one computer or workstation at a time;
\nb. modify, translate, reverse engineer, decompile, disassemble, create
\n derivative works based on, or copy (except to create the back-up copy) the
\n Software;
\nc. rent, lend, transfer, distribute, or grant any rights in the Software in
\n any form to any person without the written consent of Summit;
\nd. remove any proprietary notices, labels, or marks from the Software; or
\ne. operate the Software on networks where two client nodes using Summit
\n products of this type are greater than two (2) kilometers from each other
\n (WAN).<\/p>\n
UPGRADE PRODUCTS. Any upgrades to the Software may only be used in conjunction
\nwith the prior version of the Software.<\/p>\n
LIMITED WARRANTY AND DISCLAIMER. Summit warrants that for a period of ninety
\n(90) days from the date of sale of the Software to you, the media on which the
\nSoftware is furnished will, under normal use, be free from defects in materials
\nand workmanship. Summit’s entire liability and your exclusive remedy under this
\nwarranty (which is subject to you returning the Software to Summit) will be, at
\nSummit’s option, to replace the media or to refund the purchase price and
\nterminate this Agreement. Except for these express limited warranties, Summit
\nmakes, and you receive, no warranties or conditions, express, implied,
\nstatutory, or otherwise, and Summit specifically disclaims any implied
\nwarranties of merchantability, noninfringement and fitness for a particular
\npurpose. Summit does not warrant that the Software will meet your requirements
\nor that the operation of the Software will be uninterrupted or error free. You
\nassume the responsibility for the selection of your requirements, software, and
\nhardware to achieve your intended results; for installation; for use; and that
\nthe operations of the Software will be uninterrupted or error free. Some States
\ndo not allow the exclusion of implied warranties so that the above exclusions
\nmay not apply to you. This warranty gives you specific legal rights. You may
\nalso have other rights which vary from State to State.<\/p>\n
PROPRIETARY RIGHTS. This license is not a sale. Title and copyrights to the
\nSoftware and accompanying documentation, including the enclosed copies and any
\ncopy made by you, remain with Summit or its suppliers, licensors, or successors.<\/p>\n
LIMITATION OF LIABILITY. Summit’s liability arising out of this Agreement shall
\nnot exceed the amounts paid by you to obtain the Software. In no event will
\nSummit be liable for any loss of data, lost opportunity of profits, cost of
\ncover, or special, incidental, consequential, or indirect damages arising from
\nthe use of the Software in this Agreement, however caused and on any theory of
\nliability. These limitations will apply even if Summit or an authorized dealer
\nhas been advised of the possibility of such damage, and notwithstanding any
\nfailure of essential purpose of any limited remedy. You acknowledge that the
\namount paid for the Software reflects this allocation of risk. Some States do
\nnot allow the limitation or exclusion of liability for incidental or
\nconsequential damages, so the above limitation or exclusion may not apply to
\nyou.<\/p>\n
EXPORT RESTRICTIONS. You agree that you will not export or re-export the
\nSoftware in any form without the appropriate United States and foreign
\ngovernment licenses, and Summit written approval. Your failure to comply with
\nthis provision is a material breach of this contract. If you need advice on
\nsuch export laws and regulations, you should contact the U.S. Department of
\nCommerce, Export Division, Washington, DC 20230, USA, for clarification.<\/p>\n
TERMINATION. This Agreement is effective until terminated. You may terminate
\nthis Agreement at any time by removing from your system and destroying all
\ncopies of the Software and the accompanying documentation. Unauthorized copying
\nof the software or the accompanying documentation or otherwise failing to comply
\nwith the terms and conditions of this Agreement will result in automatic
\ntermination of this Agreement and will make available to Summit other legal
\nremedies. Upon termination of this Agreement, the license granted herein will
\nterminate and you must immediately destroy the Software and accompanying
\ndocumentation, and all back-up copies thereof.<\/p>\n
U.S. GOVERNMENT USE. The Software and accompanying documentation are deemed to
\nbe “commercial computer software” and “commercial computer software
\ndocumentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section
\n12.212, as applicable. Any use, modification, reproduction, release,
\nperforming, displaying or disclosing of the Software and accompanying
\ndocumentation by the U. S. Government shall be governed solely by the terms of
\nthis Agreement and shall be prohibited except to the extent expressly permitted
\nby the terms of this Agreement.<\/p>\n
MISCELLANEOUS. This is the entire Agreement between the parties relating to the
\nsubject matter hereof and no waiver or modification of the Agreement shall be
\nvalid unless signed by each party. The waiver of a breach of any term hereof
\nshall in no way be construed as a waiver of any other term or breach hereof. If
\nany provision of this Agreement shall be held by a court of competent
\njurisdiction to be contrary to law, the remaining provisions of this Agreement
\nshall remain in full force and effect. This Agreement is governed by the laws
\nof the State of Oregon without reference to conflict of laws principles. All
\ndisputes arising out of this Agreement shall be subject to the exclusive
\njurisdiction of the state and federal courts located in Multnomah County,
\nOregon, and the parties agree and submit to the personal and exclusive
\njurisdiction and venue of these courts. Should you have any question about this
\nAgreement, or if you desire to contract Summit Design, Inc., please write:
\nSummit Design, Inc., 9305 S.W. Gemini Drive, Beaverton, Oregon 97008 USA (503-
\n643-9281).<\/p>\n
BEFORE OPENING THIS ENVELOPE, carefully read the License Agreement on the
\nreverse side of this envelope. By opening this envelope and\/or by using the
\nsoftware contained herein, you are agreeing to be bound by the terms of the
\nLicense Agreement.<\/p>\n
SCHEDULE F<\/p>\n
TRADEMARKS<\/p>\n
Visual Test Serial No. 75\/002, 501 US
\nVisual Test 11216-TM1003 US
\nVisual Testbench 11216-TM1034 INTERNATIONAL CLASS 9<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7232,7862],"corporate_contracts_industries":[9513,9512],"corporate_contracts_types":[9613,9616],"class_list":["post-42825","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credence-systems-corp","corporate_contracts_companies-innoveda-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42825","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42825"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42825"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42825"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42825"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}