Chronos Tech - Intellectual Property License Agreement
This Intellectual Property License Agreement (the “Agreement”) governs the license of certain technology and the provision of related services by Chronos Tech, LLC (“Licensor”) to the individual or entity executing a License Schedule or equivalent document(s) that incorporates this Agreement by reference (“Licensee”). This Agreement is effective as of the date the initial License Schedule or equivalent document(s) is fully executed by both parties (the “Effective Date”).
Licensor and Licensee agree as follows:
1. DEFINITIONS
"Affiliates" means any entity that, now or in the future, directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting rights of the subject entity.
"Approved Foundry" means a third-party semiconductor manufacturer specified in an applicable License Schedule.
"Confidential Information" has the meaning ascribed to it in the non-disclosure agreement (“NDA”) previously executed between the parties.
"Documentation" means any user manuals, specifications, and other materials in any form provided by Licensor for use with a Licensed Technology.
"Error" means a reproducible defect in the Licensed Technology that causes it to deviate substantially from the specifications in its corresponding Documentation.
"Intellectual Property Rights" means all patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and any applications for these rights, in all countries.
"License Fees" means the fees payable by Licensee for the use of the Licensed Technology, as set out in the applicable License Schedule.
"Licensed IP" means the proprietary intellectual property elements, listed on a License Schedule, which represent an integrated circuit function that can be instantiated in an integrated circuit design.
“Licensed Technology" means (i) the Licensed IP; (ii) the Documentation; and (iii) any improvements or enhancements to the foregoing delivered hereunder (e.g., under Support Services).
"Licensee Product" means the specific Licensee product, identified in a License Schedule, in which the corresponding Licensed IP is instantiated.
"License Schedule" means a schedule, order form, statement of work, or equivalent document, executed by Licensor and Licensee, that incorporates this Agreement by reference and details the specific Licensed Technology, License Fees, delivery milestones, and other commercial terms of a transaction.
"Support Services" means the error correction and update services described in Section 5 of this Agreement.
"Warranty Period" means the period of time specified in the applicable License Schedule.
2. EXPRESS LIMITED LICENSES
2.1 License Rights
Subject to the terms of this Agreement, the terms of the License Schedule, and payment of all applicable License Fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, limited license under Licensor’s Intellectual Property Rights to: (a) access and use the Licensed IP to design, develop, test, and instantiate the Licensed IP into a Licensee Product; (b) make, have made, and manufacture the Licensee Product at an Approved Foundry; (c) import, market, distribute, and sell the Licensee Product to its customers worldwide, subject to applicable export laws; and (d) reproduce and create derivative works of the Documentation solely for creating technical documentation for use with the Licensee Product.
2.2 Restrictions
Except as expressly permitted herein, Licensee may not (and may not allow any third party to): (i) decompile or reverse engineer any Licensed Technology; (ii) create a derivative work of the Licensed IP; (iii) tamper with or circumvent any license key or other technological restriction; or (iv) use the Licensed Technology for any purpose not expressly permitted by this Agreement.
2.3 Ownership of IP Rights
Licensor and its licensors own all Intellectual Property Rights in and to the Licensed Technology. Licensee’s only rights are those expressly granted in this Agreement. Licensee retains all right, title, and interest in its own designs, subject to Licensor’s underlying rights in the Licensed IP incorporated therein.
3. DELIVERY AND SERVICES
3.1 Professional Services
If a License Schedule includes professional services, Licensor warrants it will perform such services in a professional and workmanlike manner.
3.2 Delivery
Upon receipt of any required upfront License Fees and subject to the terms to the applicable License Schedule, Licensor will deliver the Licensed Technology pursuant to the method and schedule stated in the applicable License Schedule.
4. PAYMENTS AND TAXES
4.1 Consideration
Licensee agrees to pay the License Fees according to the payment milestones and terms set forth in the applicable License Schedule.
4.2 Payment Terms
Unless otherwise specified in a License Schedule, undisputed payments are due within the number of days specified in the License Schedule after Licensee’s receipt of a valid invoice. All payments shall be made in U.S. dollars.
4.3 Taxes
License Fees are exclusive of any sales, use, or other similar taxes. Licensee is responsible for all such taxes, which will be stated separately on Licensor’s invoices where applicable. Licensor is responsible for taxes based on its own net income.
5. SUPPORT SERVICES
5.1 Support Services
For the period for which Licensee has paid the applicable fees, Licensor will provide: (a) a reasonable level of remote technical support to assist in resolving Errors; and (b) Error corrections and minor improvements to the Licensed Technology as they become generally available.
5.2 Support Renewal
Following the initial support term defined in the License Schedule, Licensee may purchase annual renewals of Support Services at the rates specified in the License Schedule or then-current price list. Licensor is under no obligation to provide Support Services for which fees have not been paid.
6. CONFIDENTIALITY AND SECURITY
6.1 NDA
The parties’ obligations under their separately executed non-disclosure agreement (“NDA”) are incorporated herein by reference and shall apply to all Confidential Information exchanged in connection with this Agreement.
6.2 Data Security
To the extent Licensor has access to Licensee’s systems or data, Licensor shall maintain an information security program with reasonable and appropriate technical and organizational safeguards to protect against unauthorized access, use, or disclosure of such data.
7. TERM AND TERMINATION
7.1 Term
This Agreement begins on the Effective Date and continues until terminated as provided herein.
7.2 Termination for Cause
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice.
7.3 Consequences of Termination
Upon termination, all licenses granted to Licensee will terminate. However, Licensee’s right to continue distributing and supporting existing Licensee Products that have been taped out and fully paid for prior to termination shall survive. Sections in this Agreement concerning ownership, confidentiality, payment obligations, warranty disclaimers, limitations of liability, and infringement indemnity shall also survive termination.
8. WARRANTIES AND DISCALIMER
8.1 Product Warranty
Licensor warrants that for the Warranty Period, the Licensed Technology will substantially conform to its corresponding Documentation. Licensee’s sole and exclusive remedy for a breach of this warranty will be for Licensor to use reasonable efforts to correct the non-conformity. If Licensor is unable to do so after a reasonable number of attempts, Licensor will refund the License Fees paid for the affected Licensed Technology.
8.2 Generative AI
Licensor warrants that it will not use any generative artificial intelligence tools in the creation of the Licensed IP unless Licensee expressly agrees in writing to the specific tool and methodology.
8.3 DISCLAIMER
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8, THE LICENSED TECHNOLOGY AND ANY RELATED SERVICES ARE PROVIDED "AS IS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. INFRINGEMENT CLAIM
9.1 Indemnity
Licensor will defend Licensee against any third-party claim that the Licensed Technology infringes any Intellectual Property Right and will pay all costs, damages, and expenses finally awarded, provided that Licensee: (i) promptly notifies Licensor of the claim; (ii) gives Licensor sole control of the defense and settlement; and (iii) provides reasonable assistance.
9.2 Injunctions
If Licensee’s use of the Licensed Technology is enjoined through, in the commercially reasonable opinion of Licensor, no fault of Licensee, Licensor will, at its option and expense: (i) procure the right for Licensee to continue using it; (ii) modify it to be non-infringing; or (iii) terminate the license and refund the License Fees paid for the enjoined technology.
10. LIMITATION OF LIABILITY
10.1
EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WILLFUL MISCONDUCT, OR ACTS OF GROSS NEGLIGENCE, NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT OF LICENSE FEES PAID BY LICENSEE FOR THE RELEVANT LICENSED TECHNOLOGY.
10.2
EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. GENERAL PROVISIONS
11.1 Governing Law
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Diego, California.
11.2 Assignment
Licensee may not assign this Agreement without the prior written consent of Licensor.
11.3 Publicity
No press releases or any other publicity regarding this Agreement or the business relationship between the parties is permitted without a separate written agreement regarding such publicity.
11.4 Entire Agreement
This Agreement, together with any applicable License Schedules and the NDA, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous understandings, oral or written.
11.5 Amendments
This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.
11.6 Severability
If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11.7 Notices
Any notice under this Agreement must be in writing and sent to the address of the other party specified in the License Schedule or as otherwise updated in writing.
11.8 Conflicts
In the event of any conflict between this Agreement and the License Schedule, the terms of the License Schedule shall govern.
12. CONTACTS
For licensing inquiries or legal questions, please contact: sales@chronostech.com.
Licensor and Licensee agree as follows:
1. DEFINITIONS
"Affiliates" means any entity that, now or in the future, directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting rights of the subject entity.
"Approved Foundry" means a third-party semiconductor manufacturer specified in an applicable License Schedule.
"Confidential Information" has the meaning ascribed to it in the non-disclosure agreement (“NDA”) previously executed between the parties.
"Documentation" means any user manuals, specifications, and other materials in any form provided by Licensor for use with a Licensed Technology.
"Error" means a reproducible defect in the Licensed Technology that causes it to deviate substantially from the specifications in its corresponding Documentation.
"Intellectual Property Rights" means all patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and any applications for these rights, in all countries.
"License Fees" means the fees payable by Licensee for the use of the Licensed Technology, as set out in the applicable License Schedule.
"Licensed IP" means the proprietary intellectual property elements, listed on a License Schedule, which represent an integrated circuit function that can be instantiated in an integrated circuit design.
“Licensed Technology" means (i) the Licensed IP; (ii) the Documentation; and (iii) any improvements or enhancements to the foregoing delivered hereunder (e.g., under Support Services).
"Licensee Product" means the specific Licensee product, identified in a License Schedule, in which the corresponding Licensed IP is instantiated.
"License Schedule" means a schedule, order form, statement of work, or equivalent document, executed by Licensor and Licensee, that incorporates this Agreement by reference and details the specific Licensed Technology, License Fees, delivery milestones, and other commercial terms of a transaction.
"Support Services" means the error correction and update services described in Section 5 of this Agreement.
"Warranty Period" means the period of time specified in the applicable License Schedule.
2. EXPRESS LIMITED LICENSES
2.1 License Rights
Subject to the terms of this Agreement, the terms of the License Schedule, and payment of all applicable License Fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, limited license under Licensor’s Intellectual Property Rights to: (a) access and use the Licensed IP to design, develop, test, and instantiate the Licensed IP into a Licensee Product; (b) make, have made, and manufacture the Licensee Product at an Approved Foundry; (c) import, market, distribute, and sell the Licensee Product to its customers worldwide, subject to applicable export laws; and (d) reproduce and create derivative works of the Documentation solely for creating technical documentation for use with the Licensee Product.
2.2 Restrictions
Except as expressly permitted herein, Licensee may not (and may not allow any third party to): (i) decompile or reverse engineer any Licensed Technology; (ii) create a derivative work of the Licensed IP; (iii) tamper with or circumvent any license key or other technological restriction; or (iv) use the Licensed Technology for any purpose not expressly permitted by this Agreement.
2.3 Ownership of IP Rights
Licensor and its licensors own all Intellectual Property Rights in and to the Licensed Technology. Licensee’s only rights are those expressly granted in this Agreement. Licensee retains all right, title, and interest in its own designs, subject to Licensor’s underlying rights in the Licensed IP incorporated therein.
3. DELIVERY AND SERVICES
3.1 Professional Services
If a License Schedule includes professional services, Licensor warrants it will perform such services in a professional and workmanlike manner.
3.2 Delivery
Upon receipt of any required upfront License Fees and subject to the terms to the applicable License Schedule, Licensor will deliver the Licensed Technology pursuant to the method and schedule stated in the applicable License Schedule.
4. PAYMENTS AND TAXES
4.1 Consideration
Licensee agrees to pay the License Fees according to the payment milestones and terms set forth in the applicable License Schedule.
4.2 Payment Terms
Unless otherwise specified in a License Schedule, undisputed payments are due within the number of days specified in the License Schedule after Licensee’s receipt of a valid invoice. All payments shall be made in U.S. dollars.
4.3 Taxes
License Fees are exclusive of any sales, use, or other similar taxes. Licensee is responsible for all such taxes, which will be stated separately on Licensor’s invoices where applicable. Licensor is responsible for taxes based on its own net income.
5. SUPPORT SERVICES
5.1 Support Services
For the period for which Licensee has paid the applicable fees, Licensor will provide: (a) a reasonable level of remote technical support to assist in resolving Errors; and (b) Error corrections and minor improvements to the Licensed Technology as they become generally available.
5.2 Support Renewal
Following the initial support term defined in the License Schedule, Licensee may purchase annual renewals of Support Services at the rates specified in the License Schedule or then-current price list. Licensor is under no obligation to provide Support Services for which fees have not been paid.
6. CONFIDENTIALITY AND SECURITY
6.1 NDA
The parties’ obligations under their separately executed non-disclosure agreement (“NDA”) are incorporated herein by reference and shall apply to all Confidential Information exchanged in connection with this Agreement.
6.2 Data Security
To the extent Licensor has access to Licensee’s systems or data, Licensor shall maintain an information security program with reasonable and appropriate technical and organizational safeguards to protect against unauthorized access, use, or disclosure of such data.
7. TERM AND TERMINATION
7.1 Term
This Agreement begins on the Effective Date and continues until terminated as provided herein.
7.2 Termination for Cause
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice.
7.3 Consequences of Termination
Upon termination, all licenses granted to Licensee will terminate. However, Licensee’s right to continue distributing and supporting existing Licensee Products that have been taped out and fully paid for prior to termination shall survive. Sections in this Agreement concerning ownership, confidentiality, payment obligations, warranty disclaimers, limitations of liability, and infringement indemnity shall also survive termination.
8. WARRANTIES AND DISCALIMER
8.1 Product Warranty
Licensor warrants that for the Warranty Period, the Licensed Technology will substantially conform to its corresponding Documentation. Licensee’s sole and exclusive remedy for a breach of this warranty will be for Licensor to use reasonable efforts to correct the non-conformity. If Licensor is unable to do so after a reasonable number of attempts, Licensor will refund the License Fees paid for the affected Licensed Technology.
8.2 Generative AI
Licensor warrants that it will not use any generative artificial intelligence tools in the creation of the Licensed IP unless Licensee expressly agrees in writing to the specific tool and methodology.
8.3 DISCLAIMER
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8, THE LICENSED TECHNOLOGY AND ANY RELATED SERVICES ARE PROVIDED "AS IS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. INFRINGEMENT CLAIM
9.1 Indemnity
Licensor will defend Licensee against any third-party claim that the Licensed Technology infringes any Intellectual Property Right and will pay all costs, damages, and expenses finally awarded, provided that Licensee: (i) promptly notifies Licensor of the claim; (ii) gives Licensor sole control of the defense and settlement; and (iii) provides reasonable assistance.
9.2 Injunctions
If Licensee’s use of the Licensed Technology is enjoined through, in the commercially reasonable opinion of Licensor, no fault of Licensee, Licensor will, at its option and expense: (i) procure the right for Licensee to continue using it; (ii) modify it to be non-infringing; or (iii) terminate the license and refund the License Fees paid for the enjoined technology.
10. LIMITATION OF LIABILITY
10.1
EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WILLFUL MISCONDUCT, OR ACTS OF GROSS NEGLIGENCE, NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT OF LICENSE FEES PAID BY LICENSEE FOR THE RELEVANT LICENSED TECHNOLOGY.
10.2
EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. GENERAL PROVISIONS
11.1 Governing Law
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Diego, California.
11.2 Assignment
Licensee may not assign this Agreement without the prior written consent of Licensor.
11.3 Publicity
No press releases or any other publicity regarding this Agreement or the business relationship between the parties is permitted without a separate written agreement regarding such publicity.
11.4 Entire Agreement
This Agreement, together with any applicable License Schedules and the NDA, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous understandings, oral or written.
11.5 Amendments
This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.
11.6 Severability
If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11.7 Notices
Any notice under this Agreement must be in writing and sent to the address of the other party specified in the License Schedule or as otherwise updated in writing.
11.8 Conflicts
In the event of any conflict between this Agreement and the License Schedule, the terms of the License Schedule shall govern.
12. CONTACTS
For licensing inquiries or legal questions, please contact: sales@chronostech.com.
© All Rights Reserved. Chronos Tech LLC.