LA_OPT27 v3 September 2011

              FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT

IMPORTANT. Read the following Freescale Semiconductor Software License Agreement 
("Agreement") completely. By selecting the "I Accept" button at the end of this 
page, you indicate that you accept the terms of this Agreement. You may then 
download the file.  


This is a legal agreement between you, as an authorized representative of your 
employer (together "you"), and Freescale Semiconductor, Inc. ("Freescale") and 
its Affiliates. It concerns your rights to use this software and any 
accompanying written documentation (the "Licensed Software"). In consideration 
for Freescale allowing you to access the Licensed Software, you are agreeing to 
be bound by the terms of this Agreement. If you do not agree to all of the terms 
of this Agreement, do not download the Licensed Software. If at any point you no 
longer agree to all the terms of this Agreement, stop using the Licensed 
Software immediately and delete all copies of the Licensed Software in your 
possession or control. Any copies of the Licensed Software that you have already 
distributed, where permitted, and that have not been destroyed, will continue to 
be governed by this Agreement. Your prior use of the Licensed Software will also 
continue to be governed by this Agreement.  

Section 1.    Definitions

1.1  "Affiliate" means, any corporation, or entity directly or 
indirectly controlled by, controlling, or under common control with Freescale.  

1.2  "Authorized Employees" means your employees or contractors 
working at your premises on your behalf under a work for hire agreement

1.3  "Authorized System" means the hardware system(s) or software 
program(s) marketed by you which contains an i.MX processor and for which the 
Licensed Software will be adapted by Licensor pursuant to this Agreement and 
with which the Licensed Software will be integrated.

1.4  "Essential Patent" means a patent to the limited extent that 
infringement of such patent cannot be avoided in remaining compliant with the 
technology standards implicated by the usage of any of the Licensed Software, 
including optional implementation of such standards, on technical but not 
commercial grounds, taking into account normal technical practice and the state 
of the art generally available at the time of standardization. 

1.5  "Intellectual Property Rights" means any and all rights under 
statute, common law or equity in and under copyrights, trade secrets, and 
patents (including utility models), and analogous rights throughout the world,  
including any applications for and the right to apply for, any of the foregoing. 

1.6  "Licensed Software" means the software and the associated 
documentation.

1.7  "Agreement" means this document and the following Appendices 
which are attached hereto and included herein by reference :

-                      Appendix A : Other License Grants and Rights

Section 2.    Licenses

2.1  Separate license grants and rights to Third Party Software, if 
different from those granted in this Section 2, are as identified on Appendix A.

2.2  For Freescale Licensed Software, Freescale grants you a 
world-wide, personal, non-transferable, non-exclusive, license, under 
Freescale's Intellectual Property Rights:
(a)  to use, only as part of, or integrated within, Authorized 
Systems and not on a stand alone basis, the Licensed Software;
(b)  to reproduce, only as part of, or integrated within, 
Authorized Systems and not on a stand alone basis, the Licensed Software;
(c)  to directly or indirectly manufacture, demonstrate, copy, 
distribute, market and sell the Licensed Software in object code (machine 
readable) only as part of, or embedded within, Authorized Systems in object code 
form and not on a stand alone basis.  Notwithstanding the foregoing, those files 
marked as .h files ("Header files") may be distributed in source or object code 
form, but only as part of, or embedded within Authorized Systems. 
(d)  to copy, use and distribute as needed, solely in connection 
with an Authorized System, the proprietary information for the purpose of 
developing, maintaining and supporting Authorized Systems with which the 
Licensed Software is integrated.

2.3  For Freescale Licensed Software provided to you in source code 
form (human readable), Freescale further grants to you a worldwide, personal, 
non-transferable, non-exclusive, license, under Freescale's Intellectual 
Property Rights:
(a)  to prepare derivative works, only as part of, or integrated 
within, Authorized Systems and not on a stand alone basis, of the Licensed 
Software;
(b)  to use, demonstrate, copy, distribute, market and sell 
derivative works of the Licensed Software in object code (machine readable) only 
as part of, or integrated within, Authorized Systems and not on a stand alone 
basis.  Notwithstanding the foregoing, those files marked as .h files ("Header 
files") may be distributed in source or object code form, but only as part of, 
or embedded within Authorized Systems.

2.4  You may use subcontractors on your premises to exercise your 
rights under Section 2.2 and 2.3 so long as you have an agreement in place with 
the subcontractor containing confidentiality restrictions no less stringent than 
those contained in this Agreement.  You will remain liable for your 
subcontractors' adherence to the terms of this Agreement and for any and all 
acts and omissions of such subcontractors with respect to this Agreement and the 
Licensed Software. 

2.5  The licenses granted above in section 2.3 only extend to 
Freescale intellectual property rights that would be infringed by the Licensed 
Software prior to your preparation of any derivative work.   

2.6  You are solely responsible for obtaining any necessary third 
party approvals and any licenses for any necessary Essential Patents for their 
use in connection with technology that you incorporate into the your Authorized 
System (whether as part of the Licensed Software or not).  

2.7  The Licensed Software is licensed to you, not sold.  Title to 
Licensed Software delivered hereunder remains vested in Freescale or Freescale's 
licensor and cannot be assigned or transferred.  You are expressly forbidden 
from selling or otherwise distributing the Licensed Software, or any portion 
thereof, except as expressly permitted herein.  This Agreement does not grant to 
you any implied rights under any Freescale or third party intellectual property.

2.8  You may not translate, reverse engineer, decompile, or 
disassemble the Licensed Software except to the extent applicable law 
specifically prohibits such restriction.  You must prohibit your sub-licensees 
from translating, reverse engineering, decompiling, or disassembling the 
Licensed Software except to the extent applicable law specifically prohibits 
such restriction.

2.9  You must reproduce any and all of Freescale's (or its third 
party licensor's) copyright notices and other proprietary legends on copies of 
Licensed Software.  

2.10  If you distribute the Licensed Software to the United States 
Government, then the Licensed Software is "restricted computer software" and is 
subject to FAR 52.227-19 (c)(1) and (c)(2).   

2.11  You grant to Freescale a non-exclusive, non-transferable, 
irrevocable, perpetual, worldwide, royalty-free, sub-licensable license under 
your Intellectual Property Rights to use without restriction and for any purpose 
any suggestion, comment or other feedback related to the Licensed Software 
(including, but not limited to, error corrections and bug fixes).

2.12  You will not take or fail to take any action that could subject 
the Licensed Software to an Excluded License.  An Excluded License means any 
license that requires as a condition of use, modification and/or distribution of 
software subject to the Excluded License, that such software or other software 
combined and/or distributed with such software be (A) disclosed or distributed 
in source code form; (B) licensed for the purpose of making derivative works; or 
(C) redistributable at no charge.

Section 3.    Intellectual Property Rights

3.1  Subject to Freescale's ownership interest in the underlying 
Licensed Software, all intellectual property rights associated with, and title 
to, your Authorized System will be retained by or will vest in you.   

3.2  Your modifications to the Licensed Software, and all 
intellectual property rights associated with, and title thereto, will be the 
property of Freescale.  You agree to assign all, and hereby do assign all 
rights, title, and interest to any such modifications to the Licensed Software 
to Freescale and agree to provide all assistance reasonably requested by 
Freescale to establish, preserve or enforce such right.  Further, you agree to 
waive all moral rights relating to your modifications to the Licensed Software, 
including, without limitation, any and all rights of identification of 
authorship and any and all rights of approval, restriction, or limitation on use 
or subsequent modification.  Notwithstanding the foregoing, you will have the 
license rights granted in Section 2 hereto to any such modifications made by you 
or your licensor's.

Section 4.    Patent Covenant not to Sue 

4.1  As partial, material consideration for the rights granted to 
you under this Agreement, you covenant not to sue or otherwise assert your 
Patents against Freescale, a Freescale Affiliate or subsidiary, or a Freescale 
licensee of the Licensed Software for infringement of your Intellectual Property 
Rights by the manufacture, use, sale, offer for sale, importation or other 
disposition or promotion of the Licensed Software and/or any redistributed 
portions thereof.

Section 5.    Term and Termination

5.1  This Agreement will remain in effect unless terminated as 
provided herein.

5.2  You may terminate this Agreement immediately upon written 
notice to Freescale at the address provided below.

5.3  Either party may terminate this Agreement if the other party is 
in default of any of the terms and conditions of this Agreement, and termination 
is effective if the defaulting party fails to correct such default within 30 
days after written notice thereof by the non-defaulting party to the defaulting 
party at the address below.

5.4  Notwithstanding the foregoing, Freescale may terminate this 
Agreement immediately upon written notice if you:
(a)  breach any of your confidentiality obligations or the license 
     restrictions under this Agreement;   
(b)  become bankrupt or insolvent, or file a petition therefore;
(c)  make an assignment for the benefit of its creditors; 
(d)  enter proceedings for winding up or dissolution; 
(e)  are dissolved; or
(f)  are nationalized or is subject to the expropriation of all or 
     substantially all of its business or assets.

5.5  Upon termination of this Agreement, all licenses granted under 
Section 2 will expire, except that any licenses extended to end-users pursuant 
to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted prior to such 
termination will survive.  

5.6  After termination of this Agreement by either party and upon 
Freescale's written request, you will, at your discretion, return to the 
Freescale any confidential information including any and all copies thereof or 
furnish to Freescale at the address below, a statement certifying, with respect 
to the Licensed Software delivered hereunder that the original and all copies, 
except for archival copies to be used solely for dispute resolution purposes, in 
whole or in part, in any form, of the Licensed Software have been destroyed.

5.7  Notwithstanding the termination of this Agreement for any 
reason, the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will 
survive.

Section 6.    Warranty 

6.1  Freescale warrants that for the 30 day period following your 
download of the Licensed Software that the Licensed Software as delivered is 
free of material defects in materials and workmanship.

6.2  If Licensed Software is not as warranted, Freescale will, at 
its sole option, and as your exclusive remedy, either refund the fees associated 
with such Licensed Software, repair, or replace with the same or equivalent 
products that meet this warranty.  This warranty does not apply to Licensed 
Software that has been subjected to improper testing, assembly, mishandling, 
modification, or misuse, whether by you or by others.  This warranty will not be 
expanded, and no obligation or liability will arise, due to technical advice or 
assistance, qualification or testing data, computerized data, facilities or 
service Freescale may provide in connection with the Licensed Software.

6.3  Freescale does not warrant that the functions contained in the 
Licensed Software will meet your requirements or that the operation of the 
Licensed Software will be uninterrupted or error free. 

6.4  The warranty recited in this Section 6 extends only to you.  

6.5  THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER 
WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY 
QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE 
UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE 
FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

Section 7.    Indemnification

7.1  You will defend, indemnify and hold harmless Freescale from any 
and all damages claims, liabilities, and costs (including reasonable attorney's 
fees) related to your (including contractor's and licensee's) use of the 
Licensed Software and/or (2) your (including contractor's and licensee's) 
violation of the terms and conditions of this Agreement.  You are excused from 
this obligation to the extent any such claim arises solely from the Licensed 
Software as provided by Freescale.

Section 8.    General Provisions

8.1  Amendments and Waivers.       No amendment of any provision of 
this Agreement will be valid unless stated in writing and signed by authorized 
representatives of each of the parties.  No waiver by any party of any default, 
misrepresentation or covenant herein, whether intentional or not, will be deemed 
to extend any prior or subsequent default, misrepresentation, or covenant 
hereunder or affect in any way any rights arising by virtue of any prior or 
subsequent occurrence.

8.2  Choice of Law.           This Agreement will be governed by, 
construed, and enforced in accordance with the laws of the State of Texas.

8.3  Confidential Information.  You will treat the Licensed Software 
as confidential information and you agree to retain the Licensed Software in 
confidence perpetually with respect to Licensed Software in source code form 
(human readable), or for a period of five (5) years from the date of termination 
of this Agreement, with respect to all other parts of the Licensed Software.  
During this period you may not disclose any part of the Licensed Software to 
others than employees or contractors who have a need to know of the Licensed 
Software and who have executed written agreements obligating them to protect 
such Licensed Software.  You agree to use the same degree of care, but no less 
than a reasonable degree of care, with the Licensed Software as you do with your 
own confidential information. You may disclose Licensed Software to the extent 
required by a court or under operation of law or order provided that you notify 
Freescale of such requirement prior to disclosure, that you only disclose 
information required, and that the you allow Freescale the opportunity to object 
to such court or other legal body requiring such disclosure.

8.4  Counterparts.  This Agreement may be executed in one or more 
original counterparts, all of which together will constitute one agreement, and 
facsimile signatures will have the same effect as original signatures. 

8.5  Entire Agreement.       This Agreement, including its 
attachments, constitutes the entire agreement between the parties regarding the 
subject matter hereof, and supersedes all prior communications, negotiations, 
understandings, agreements or representations, either written or oral, by or 
among the parties regarding such subject matter.

8.6  Limitation of Liability.           EXCLUDING LIABILITY FOR A 
BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS IN 
SECTION 2, OR CLAIMS UNDER SECTION 7,  IN NO EVENT WILL EITHER PARTY BE LIABLE, 
WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, 
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR 
ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, 
SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.  
FREESCALE'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES 
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) 
SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO 
FREESCALE IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES 
ARE CLAIMED.

8.7  Notices.    All notices and  communications under this 
Agreement will be made in writing, and will be effective when received at the 
following addresses: 
Freescale:               Freescale Semiconductor, Inc.
                         6501 William Cannon Drive, West
                         Austin, Texas 78735
                         ATTN:  General Manager, Multimedia Applications Division

With a copy to:          Freescale Semiconductor, Inc.
                         6501 William Cannon West OE62
                         Austin, Texas 78735
                         ATTN: Law Director, Multimedia Applications Division

You:  The address provided at registration will be used.


Either party may change its notice information upon notice to the other party.  

8.8  Relationship of the Parties.     The parties are independent 
contractors.  Nothing in this Agreement will be construed to create any 
partnership, joint venture, or similar relationship.  Neither party is 
authorized to bind the other to any obligations with third parties.

8.9  Severability.  If any provision of this Agreement is held for 
any reason to be invalid or unenforceable the remaining provisions of this 
Agreement will be unimpaired and, unless a modification or replacement of the 
invalid or unenforceable provision is further held to deprive a party of a 
material benefit, in which case the Agreement will immediately terminate, the 
invalid or unenforceable provision will be replaced with a provision that is 
valid and enforceable and that comes closest to the parties' intention 
underlying the invalid or unenforceable provision. 

8.10  Succession and Assignment.   This Agreement will be binding upon 
and inure to the benefit of the parties and their permitted successors and 
assigns.  Neither party may assign this Agreement, or any part of this 
Agreement, without the prior written approval of the other party, which approval 
will not be unreasonably withheld or delayed.

8.11  Unauthorized Use.  The Licensed Software is not intended or 
authorized for use in anti-personnel landmines, and you agree that it will not 
be used for this purpose. Upon request from Freescale, you will furnish a 
written certification that you do not use or permit the use of the Licensed 
Software in anti-personnel landmines.  The Licensed Software is not intended or 
authorized for use in products surgically implanted into the body, for life 
support or for other products in which a product failure could cause personal 
injury or death.  If you permit the uses of Licensed Software for these 
unintended or unauthorized uses, you will fully indemnify, defend, and hold 
harmless Freescale, its Affiliates, subsidiaries, officers and directors, 
employees, and distributors from all liability related to such use, including 
attorneys' fees and costs. 

8.12  Export.    If, at the time or times of Freescale's 
performance hereunder, an export license is required for Freescale to lawfully 
export Licensed Software, then the issuance of the appropriate licenses to 
Freescale or its subcontractor shall constitute a condition precedent to 
Freescale's obligations hereunder. You understand and agree that you will not by 
any means or method, export, re-export, resell, ship or divert or cause to be 
exported, re-exported, resold, shipped, or diverted, directly or indirectly, the 
Licensed Software, or any Freescale product or technology except as permitted by 
and in accordance with the laws and regulations of the United States and, if 
different than the United States, the country from which the export or re-export 
originates. 

8.13  International Sale of Goods.  The United Nations Convention on 
Contracts for the International Sale of Goods will not apply to this document. 

8.14  Audit.  You will maintain accurate and up-to-date records pertaining to 
this Agreement and will grant Freescale or its authorized agent access to and 
copies of such records and information as requested by Freescale that pertain to 
your obligations under this Agreement.  Such access will be granted upon 
reasonable advance written notice, and be conducted during normal business hours 
with minimal impact to your business operations, and subject to confidentiality 
restrictions.  You will maintain such records for a period of at least three (3) 
years from the date of termination of this Agreement.  You must make prompt 
adjustment to compensate for any errors and/or omissions disclosed by such 
examination or audit.


APPENDIX A
Other License Grants and Rights:

The Licensed Software may include some or all of the following software which is 
not Freescale proprietary software and the rights granted herein are limited to 
those rights provided below:

Open Source Software.  
Open source software is not licensed under the terms of this Agreement, but is 
instead licensed under the terms of applicable open source license(s), such as 
the BSD License, Apache License or the GNU Lesser General Public License.  Your 
use of the open source software is subject to the terms of each applicable 
license.  You must agree to the terms of each such applicable license, or you 
should not use the open source software.

Atheros 

If the Licensed Software includes proprietary software developed by Atheros, you 
must separately obtain rights beyond evaluation and demonstration in connection 
with the Atheros software. 

Coding Technologies, acquired by Dolby Laboratories ("CTS")

If the Licensed Software includes software developed by CTS, you must separately 
obtain rights beyond evaluation and demonstration in connection with the CTS 
software from Dolby Laboratories.

Microsoft

If the Licensed Software includes software owned by the Microsoft Corporation 
("Microsoft"), it is subject to the terms of your license with Microsoft (the 
"Microsoft Underlying Software") and as such, Freescale grants no license to 
you, beyond evaluation and demonstration in connection with Freescale 
processors, in the Microsoft Underlying Software.  You must separately obtain 
rights beyond evaluation and demonstration in connection with the Microsoft 
Underlying Software from Microsoft.

Microsoft does not provide support services for the components provide to you 
through this Agreement.  If you have any questions or require technical 
assistance, please contact Freescale.  Microsoft Corporation is a third party 
beneficiary to this Agreement with the right to enforce the terms of this 
Agreement.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS AFFILIATES 
DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING SOFTWARE.  TO THE MAXIMUM 
EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS AFFILIATES WILL BE LIABLE, 
WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY DIRECT, INCIDENTAL, SPECIAL, 
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, 
DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR 
LOST PROFITS, SAVINGS, OR REVENUES, ARISING FROM THE FROM THE USE OF THE 
MICROSOFT UNDERLYING SOFTWARE. 
 
SanDisk Corporation Software

If the Licensed Software includes software developed by SanDisk 
Corporation ("SanDisk"), you must separately obtain the rights to reproduce and 
distribute this software in source code form from SanDisk.  Please follow these 
easy steps to obtain the license and software:

1.  Contact your local SanDisk sales representative to obtain the SanDisk 
License Agreement. 

2.  Sign the license agreement.  Fax the signed agreement to SanDisk USA 
marketing department at 408-542-0403.  The license will be valid when fully 
executed by SanDisk.

3.  If you have specific questions, please send an email to 
sales@sandisk.com

You may only use the SanDisk Corporation Software on products 
compatible with a SanDisk Secure Digital Card.  You may not use the SanDisk 
Corporation Software on any memory device product.  SanDisk retains all rights 
to any modifications or derivative works to the SanDisk Corporation Software 
that you may create.

Global Locate 

If the Licensed Software includes software and hardware developed by Global 
Locate, Inc. ("Global Locate"), and acquired by Broadcom Corporation, you must 
separately obtain rights beyond evaluation and demonstration for the Global 
Locate software from Broadcom Corporation. 


CSR

If the Licensed Software includes software and hardware developed by Cambridge 
Silicon Radio, Inc. ("CSR"), you must separately obtain rights beyond evaluation 
and demonstration for the CSR software from CSR.

