
SOFTWARE LICENSE AGREEMENT

Important- Read carefully

This is a legally binding agreement between Atmel Corporation, including its
subsidiaries and affiliates ("Atmel") and You ("You"). In return for acquiring
a license to use the Software and related documentation and hardware
peripherals ("Software"), You agree to the following terms and conditions.

1. Grant of License.    

Atmel grants You a non-exclusive, non-transferable, non-sublicensable license:
(a) to use the Software on a single computer; (b) to make one copy of the
Software solely for backup purposes; (c) to solely use the Software with
devices manufactured by Atmel or sold by Atmel or its distributors.

2. Proprietary Rights.  

Nothwithstanding the license grant set forth in Section 1 above, Atmel retains
full rights, title and ownership including all copyrights, derivative works,
and all other intellectual property rights in and to the Software.  The
license set forth in Section 1 is not a sale of the Software.  You agree to
use your best efforts to prevent any unauthorized use or disclosure of the
Software.  

3. No Other Rights.  

Except as stated above, this Agreement does not grant You any rights to
patents, copyrights, trade secrets, trade names, trademarks (whether
registered or unregistered), or any other rights, franchises, or licenses in
respect of the Software.  YOU MAY NOT MODIFY, TRANSLATE, DISASSEMBLE, REVERSE
ENGINEER OR DECOMPILE THE SOFTWARE OR ANY COPY, IN WHOLE OR IN PART.

4. Term and Termination.  

This license is effective until terminated.  Either Atmel or You may terminate
this Agreement at any time.  The license will automatically terminate if You
fail to comply with any of the terms and conditions of this Agreement.  Upon
termination for any reason, You will immediately destroy or return to Atmel
the Software, including all documentation for and all whole or partial copies
of the Software.

5. Warranty Disclaimer. 

THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS-IS" WITH NO WARRANTY
WHATSOEVER.  ATMEL SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED AND/OR
STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  You
assume all responsibility for selection of the Software to achieve your
intended results and for the installation, use and results obtained from the
Software.  You assume the entire risk as to the quality and performance of the
Software.  Specifically, Atmel does not warrant (a) that the functions
contained in the Software will meet your requirements, (b) that the Software
will operate in the hardware or Software combinations that You may select, (c)
that the operation of the Software will be uninterrupted or error-free, (d)
that defects in the operation of the Software will be corrected, or (e) that
Atmel will support or maintain the Software.  Should the Software prove
defective, You (and not Atmel or an Atmel representative) assume the entire
cost of all necessary servicing, repair or correction.

6. LIMITATION OF LIABILITY.  

IN NO EVENT SHALL ATMEL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF THE USE
OF THE SOFTWARE EVEN IF ATMEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  IN NO EVENT SHALL THE LIABILITY OF ATMEL RELATING TO THE SOFTWARE OF
THIS AGREEMENT EXCEED THE PRICE PAID TO ATMEL FOR THE SOFTWARE.  ATMEL SHALL
NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR EXCESS COSTS OF REPROCUREMENT.

7. Export.  

You acknowledge that the laws and regulations of the United States restrict
the export and re-export of the Software.  You agree not to export or
re-export the Software in any form without the appropriate United States and
foreign governmental approval.

8. U.S. Government Restricted Rights Legend.	

(a)  If the Software is being licensed by or on behalf of a unit or agency of
the United States Government, this provision applies.  The Software (i) was
developed at private expense, and no part of it was developed with government
funds; (ii) is a trade secret of Atmel for all purposes of the Freedom of
Information Act; (iii) is "commercial computer Software" subject to limited
utilization as provided in the agreement between the vendor and government
entity; and (iv) is in all respects proprietary data belonging solely to
Atmel.	

(b)  The Software and Documentation are provided with RESTRICTED RIGHTS.  Use,
duplication, or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and
Computer Software clause of DFARS 52.227-7013.

9. General.  

(a)  Some states may not allow exclusion of implied warranties or exclusion or
limitation of incidental or consequential damages, so these exclusions and
limitations may not apply to You.  

(b)  This Agreement and all transactions concluded hereunder shall be governed
by the laws of the State of California, as such laws are applied to contracts
entered into and performed entirely in California by California residents.
Any litigation relating to this Agreement shall be subject to the exclusive
jurisdiction of the State courts located in Santa Clara County, California, or
the federal courts located in the Northern District of California.  

(c)   If any provision of this Agreement is held to be invalid, illegal or
unenforceable, that provision shall be construed in such a manner that it
becomes valid and enforceable and so as to reflect most closely the intent of
the parties in agreeing upon the provision in the first place, and the
remaining provisions of this Agreement shall continue in full force and effect
and shall not in any way be affected or impaired by any such determination of
invalidity, illegality or unenforceability. 

(d)  YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT THIS
AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN ATMEL AND YOU, WHICH
SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND COMMUNICATIONS BETWEEN
THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.  NO DIFFERENT
OR ADDITIONALTERMS WILL BE ENFORCEABLE AGAINST ATMEL UNLESS ATMEL GIVES ITS
EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS OF THIS
AGREEMENT.

