Software Download

DEFINITIONS.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

"Affiliate" of a party means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the party. For purposes of this definition, the term "control" means the power (or, as applicable, the possession or exercise of the power) to direct, or cause the direction of, the management, governance, or policies of a given entity, directly or indirectly, through any applicable means (whether through the legal, beneficial, or equitable ownership, of more than fifty percent (50%) of the aggregate of all voting or equity interests or securities of such entity, through partnership, or through some other form of ownership interest, by contract, or other applicable legal document, or otherwise).

"End-User" means a Person that purchases, licenses, or uses an Integrated Product for its own use and not for transfer or resale of any kind.

"EULA" means a license agreement approved by Qorvo setting forth the terms and conditions of an End-User's permitted use of the Software incorporated in or integrated with an Integrated Product.

"Integrated Products" means products made by or on behalf of OEM that incorporate or include the Software and one or more Qorvo ICs (as defined below) and OEM Components, solely to the extent such products are designed to operate in the operating environment described in the Specifications.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"OEM Components" means any and all components of the Integrated Products other than the Software or any Qorvo ICs.

"Open Source Component" means any software component that is provided under this Agreement as part of the Software that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Qorvo IC" means an integrated circuit produced by Qorvo including, but not limited to, ultra-wideband, Bluetooth, Zigbee, power management and sensor technologies, which may be sold to OEM (directly by Qorvo or through a distribution channel authorized by Qorvo) by itself or as a component in a module or other assembly.

"Qorvo Materials" means any and all of the Software, Specifications, and other technologies, information, and materials provided by Qorvo to OEM to enable OEM to develop, make or have made, market, distribute, license, or provide maintenance, support, or other services for Integrated Products.

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Software" means a software product downloaded by OEM and provided by Qorvo or one or more of its Affiliates, together with all related Specifications. The Software is provided only in object code, together with any necessary header files and ancillary files in source code.

"Specifications" means the technical specifications for the Software provided by Qorvo to OEM, which describes the functionality, components, features, or requirements of the Software, including any aspect of the installation, configuration, integration, operation, or use of the Software, as the same may be modified from time to time by Qorvo.

"Third-Party Materials" means, other than the Integrated Products and OEM Components, all materials and information in any form or medium, including any Open Source Components or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Software, that are not proprietary to Qorvo.

REGISTRATION. To get access to the Qorvo Materials, OEM may be required to provide certain contact details and other information. OEM's use of the Qorvo Materials is conditioned on all information provided by OEM or its Representative be correct, current, and complete. OEM and its Representatives agree and acknowledge that all such information will be governed by Qorvo's privacy notice, and OEM and its Representatives consent to all actions Qorvo takes with respect to its and their information consistent with such privacy notice.

LICENSE GRANTS AND DISTRIBUTION RIGHTS.

Software License. Subject to and conditioned on OEM's compliance with the terms and conditions of this Agreement, Qorvo hereby grants OEM a limited, worldwide, fully paid-up, royalty-free, non-exclusive, non-transferable, and non-sublicensable (except to End-Users) license during the Term to: (a) reproduce the Software in object code form only (except for Open Source Components, which may be copied in source code form as and to the extent permitted by the open source license agreements governing such Open Source Components), for purposes of developing and manufacturing Integrated Products that incorporate the Software; (b) demonstrate, market, and distribute the Software solely in object code form as so incorporated in the Integrated Products and solely to End-Users for such End-Users' own use under the EULA; (c) modify the source code of the header files and ancillary files solely as necessary to develop and manufacture the Integrated Products; and (d) use the Software and Qorvo Materials internally for the testing, servicing, and supporting the Integrated Products, and reproduce the Software in the quantities and to the extent necessary for these purposes (each of the foregoing items, (a) through (d), a "Permitted Purpose"). OEM shall be solely responsible for configuring, assembling, manufacturing, marketing, packaging, and shipping all Integrated Products.

Open Source Components. The Software may include Open Source Components. Any use of Open Source Components by OEM is subject to and governed solely by the terms and conditions of the applicable open source license agreement(s).

No Implied Rights. The Qorvo Materials are provided to OEM solely for the Permitted Purpose under the express terms of the licenses granted in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to OEM or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Software or other Qorvo Materials. All uses in this Agreement of the terms "sell," "sale," "resell," "resale," "purchase," "price," and the like mean the purchase or sale of a license: (a) in the case of OEM, under this Agreement; and (b) in the case of End-Users, under the EULA. Nothing in this Agreement grants or conveys, or permits OEM to grant or convey, any ownership right in any of the Qorvo Materials or Third-Party Materials, or any article or copy thereof or Intellectual Property Rights therein.

RESTRICTIONS. OEM shall not, and shall not permit any other Person to, access, use, or perform any other act on or relating to any Qorvo Materials except as expressly permitted by this Agreement and, in the case of any licensed Third-Party Materials, the applicable third-party license agreement. Without limiting the foregoing, except as otherwise expressly permitted in this Agreement, OEM shall not at any time, directly or indirectly: (a) market, distribute, license, or otherwise make available the Software, in whole or in part, including as a single product, on a stand-alone basis, or in any form other than incorporated in or otherwise as an integral part of an Integrated Product; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any part of the Software, except as, and only to the extent that, these acts are permitted with respect to any Open Source Components under the applicable open source license; (c) copy, modify, or create any derivative works or improvements of any Qorvo Materials except as otherwise explicitly permitted under this Agreement; (d) use the Qorvo Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including, without limitation: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and (iv) military or aerospace applications, weapons systems, or environments; (e) make any representations, warranties, guarantees, indemnities, claims, or other commitments: (i) actually, apparently, or impliedly on Qorvo's behalf; or (ii) concerning or relating to the Software that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims, or other commitments in this Agreement, the EULA, the Specifications, or any other written documents provided or made available by Qorvo to OEM that concern or relate to that Software; (f) remove, delete, add to, alter, or obscure the Specifications or EULA, or any warranties, disclaimers, copyright, trademark, patent, or other intellectual property, proprietary rights, or other notices, or any marks, symbols, or serial numbers that appear on or in connection with any Software as provided or directed by or on behalf of Qorvo; (g) use the Qorvo Materials for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Qorvo's material commercial disadvantage; or (h) under or in connection with any part of this Agreement or its subject matter, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or violates any applicable Law.

OEM OBLIGATIONS FOR MANUFACTURING, MARKETING AND DISTRIBUTION. During the Term and any Post-Term Sell-Off Period, OEM shall, in accordance with the terms and conditions of this Agreement and at its own cost: (a) manufacture the Integrated Products and promote, market, sell, and distribute the Integrated Products to End-Users, provided, however, that OEM may only manufacture Integrated Products during a Post-Term Sell-Off Period for the limited purposes set forth in Section 12.6; (b) ensure that End-Users receive, are aware of, and accept the terms and conditions of the EULA before using the Integrated Products and promptly report to Qorvo in writing any actual or suspected EULA non-compliance; and (c) promptly give Qorvo written notice of and investigate and address any notice, complaint, or claim of which OEM becomes aware concerning any data security breach, personal injury, property damage, or other injury alleged to have been caused, in whole or in part, by the Software or the functionality enabled by the Software in any Integrated Product.

SUPPORT AND CHANGES.

Customer Support. Except as expressly provided otherwise in Section 6.2, OEM is solely responsible for providing technical support to End-Users for the Integrated Products, including Software incorporated in or used with the Integrated Products.

Qorvo Technical Support. At OEM's written request, during the Term Qorvo may, in its sole discretion, provide to OEM technical support for the Software. Notwithstanding the foregoing or any other provisions of this Agreement, Qorvo shall have no obligation to provide technical support for: (a) altered or modified Software (other than such altered or modified Software as have been altered or modified by or in accordance with the Specifications or Qorvo's written directions to OEM); (b) Software that is not the then-current release of the Software available from Qorvo; (c) Software problems caused by OEM's or the End-User's negligence, hardware malfunction, or other causes beyond the control of Qorvo; (d) Software installed on or with hardware or in an operating system environment that is not supported by Qorvo; or (e) pre-release or beta Software.

Right to Change Software. Qorvo has the right at any time, in its sole discretion, to modify or make changes to the Software or Specifications.

CONFIDENTIALITY. From time to time during the Term, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Except for the Software, all Qorvo Materials are the Confidential Information of Qorvo. Confidential Information does not include information that, at the time of disclosure: (a) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (b) is known to the Receiving Party at the time of disclosure; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records, was or is independently developed by the Receiving Party. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Permitted Purpose or to otherwise exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided, however, that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each party's obligations under this Section 7 with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

INTELLECTUAL PROPERTY RIGHTS.

Ownership. All right, title, and interest in and to the Qorvo Materials and Third-Party Materials, including all Intellectual Property Rights therein, are and will remain, respectively, with Qorvo or its applicable Affiliate(s) and the respective rights holders in the Third-Party Materials. OEM has no right or license with respect to any Qorvo Materials or Third-Party Materials except as expressly licensed under Section 3.1 or the applicable third-party license, in each case subject to the requirements and restrictions set forth in this Agreement. All other rights in and to the Qorvo Materials and Third-Party Materials are expressly reserved by Qorvo or its applicable Affiliate(s) and the respective third-party licensor. OEM hereby grants to Qorvo, a perpetual, fully paid-up license to use any Intellectual Property Rights that OEM may acquire in or relating to any of the Qorvo Materials (including any rights in derivative works or patent improvements relating thereto), whether acquired by operation of law, contract, assignment, or otherwise, in any way necessary and useful to improve the Software.

Feedback. If OEM or any of its employees or contractors sends or transmits any communications or materials to Qorvo by mail, email, telephone, or otherwise, suggesting or recommending changes to the Qorvo Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Qorvo is free to use such Feedback. OEM hereby assigns to Qorvo on OEM's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Qorvo is free to use, without any attribution or compensation to OEM, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Qorvo is not required to use any Feedback. Notwithstanding the foregoing, Feedback does not include any registered patents of OEM or trade-secrets of OEM, which may be subject to a separate license between the parties.

REPRESENTATIONS AND WARRANTIES.

OEM Representations and Warranties. OEM represents and warrants to Qorvo that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement; (c) the execution of this Agreement by its Representative who enters this Agreement has been duly authorized by all necessary corporate or organizational action of OEM; and (d) by downloading the Software or by clicking accept or agree when this option is made available to you, this Agreement will constitute the legal, valid, and binding obligation of OEM, enforceable against OEM in accordance with its terms.

DISCLAIMER OF WARRANTIES. ALL QORVO MATERIALS, AND ANY OTHER INFORMATION OR MATERIALS PROVIDED BY QORVO ARE PROVIDED "AS IS" AND QORVO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND QORVO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, QORVO MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR OTHER QORVO MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET OEM'S OR ANY OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, HARDWARE, OR OTHER SYSTEMS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN OEM AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

OEM INDEMNIFICATION. OEM shall indemnify, defend, and hold harmless Qorvo and its Affiliates (including Qorvo), and each of its and their respective officers, directors, employees, agents, successors, and permitted assigns (each, a "Qorvo Indemnitee") from and against any and all Losses incurred by the Qorvo Indemnitee in connection with any Action by a third party (other than an Affiliate of a Qorvo Indemnitee) to the extent such Losses arise from any allegation in such Action of or relating to: (a) any Integrated Products or OEM Components; (b) any facts that, if true, would constitute OEM's material breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (c) OEM's negligence or more culpable act or omission.

LIMITATIONS OF LIABILITY.

EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES WILL QORVO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER (INCLUDING OEM'S USE, OR INABILITY TO USE, THE SOFTWARE) INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER ARISING UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE .

TERM AND TERMINATION.

Term. The term of this Agreement commences as of the first date OEM or its Representative downloads the Software or clicks accepts or agrees when this option is made available (the "Effective Date") and, unless terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect indefinitely for as long as OEM develops or sells Integrated Products (the "Term").

Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and (b) either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding the foregoing, this Agreement will automatically and immediately terminate upon any termination of the purchase agreement between OEM and Qorvo for the purchase of Qorvo ICs for cause.

Automatic Termination. This Agreement shall automatically terminate in the event OEM ceases to develop, market, or sell the Integrated Products that utilize Qorvo ICs with which the Software was designed to be used.

Right to Suspend or Terminate License and Disable Reproduction. In addition to the any other termination rights set forth in this Agreement, Qorvo may, on fifteen (15) days' prior written notice to OEM at any time, in its sole discretion and without any obligation or liability to OEM, discontinue, as applicable, Qorvo's licensing, maintenance, or support of the Software to OEM if for any reason Qorvo temporarily or permanently discontinues the licensing, maintenance, or support of such Software entirely or generally with respect to distribution to original equipment manufacturers.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement: (a) all direct EULA licenses and OEM sub-licenses granted to then-existing End-Users under this Agreement shall survive in accordance with their terms; (b) OEM shall have the right to retain and use one copy each of the Software and Specifications solely to perform its support obligations to then-existing End-Users under Section 6.1; and (c) subject only to OEM's sell-off rights under Section 12.6 and OEM's rights under Section 12.5(b): (i) all licenses granted to OEM hereunder will also expire or terminate; and (ii) OEM shall cease all use of Software and other Qorvo Materials, including in any production, marketing, distribution, licensing, sale, maintenance, support, or use of the Integrated Products.

Post-Term Sell-Off Period. Solely if this Agreement has expired, was terminated by Qorvo under Section 12.4, or OEM has terminated this Agreement pursuant to Section 12.2(a), OEM may, subject to and in accordance with the terms and conditions of this Agreement, market and sell off such remaining inventory of Integrated Products and make and sell off any such contractually committed Integrated Products for a period of six (6) months following the effective date of such expiration or termination of this Agreement, or such longer period of time as may be mutually agreed upon in writing by the parties after good faith negotiation (the "Post-Term Sell-Off Period").

Surviving Terms. The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 12.7, Section 4, Section 6.1, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12.5, Section 12.6, and Section 13.

MISCELLANEOUS.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Public Announcements. Qorvo shall have the right to issue or release an announcement, statement, press release, or other publicity or marketing materials relating to this Agreement (each, a "Public Announcement"), provided, however, that OEM shall have a reasonable opportunity to review and object to such a Public Announcement. Further, Qorvo may include OEM's name and/or other indicia in its lists of Qorvo's current or former authorized OEM distributors in promotional and marketing materials.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications will be sent to OEM at the address or other contact information provided when OEM registers to download the Software, and must be sent to Qorvo at the following address: Qorvo US, Inc; 7628 Thorndike Road; Greensboro, NC 27409; U.S.A.; Contracts.Dept@qorvo.com. Either party may designate another address at any time by providing the other party notice in accordance with this this Section 13.3.

Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections mean the sections of this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

Export Regulations. The Qorvo Materials may be subject to US export control Laws, including the US Export Administration Act and its associated regulations. OEM shall not, directly or indirectly, export, re-export, or release the Qorvo Materials to, or make the Qorvo Materials accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by Law. Licensee shall comply with all applicable federal Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Qorvo Materials available outside the U.S.

Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Entire Agreement.This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement; and (b) second, any other documents incorporated herein by reference. Notwithstanding the foregoing, the terms and conditions in this Agreement prevail over any and all additional or differing terms and conditions with respect of the subject matter of this Agreement, including any such terms and conditions provided by OEM ("OEM Terms"), regardless of where OEM has submitted or proposed such OEM Terms. Qorvo's performance under this Agreement does not constitute acceptance of any of the OEM Terms and the OEM Terms do not serve to modify or amend this Agreement. All OEM Terms will be of no force or effect and are rejected by Qorvo in their entirety.

Assignment. OEM shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Qorvo's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving OEM (regardless of whether OEM is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Qorvo's prior written consent is required. No delegation or other transfer will relieve OEM of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"). In the event of any failure or delay caused by a Force Majeure Event, the affected party will give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized Representative of each party. No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal Action arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in Wilmington and New Castle County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action. Service of process, summons, notice, or other document by mail to such party's address set forth herein will be effective service of process for any Action brought in any such court.

Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 7 or, in the case of OEM, OEM's obligations under Section 4, Section 5, or Section 8, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Attorneys' Fees. In the event that any Action is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.