1. Overview
This Intellectual Property License Agreement (“Agreement”) sets forth the standard terms and conditions under which Chronos Tech, LLC, a Delaware limited liability company (“Chronos Tech”), licenses certain proprietary intellectual property (“Licensed IP”) to customers (“Licensee”).

This Agreement governs the use of Licensed IP by Licensee and will be supplemented by a separate Sales Order that specifies commercial terms such as pricing, deliverables, and support obligations. By executing a Sales Order or otherwise accessing or using the Licensed IP, Licensee agrees to be bound by the terms of this Agreement. In the event of a conflict between this Agreement and the Sales Order, the terms of the Sale Order shall govern.

2. Definitions
“Licensed IP” means Chronos Tech’s proprietary RTL, standard cell libraries, constraints, testbenches, scripts, documentation, and any related technology described in the applicable Sales Order.

“Licensed Technology” includes the Licensed IP, any updates, bug fixes, enhancements, and related documentation delivered by Chronos Tech.

“Authorized Use” means internal use by Licensee solely for the purpose of integrating and manufacturing semiconductors or SoCs, as explicitly permitted in the applicable Sales Order.

“Confidential Information” means non-public information disclosed by either party, including technical, commercial, or operational data marked or reasonably understood to be confidential.

3. License Grant and Restrictions

3.1 License Grant
Subject to full payment of applicable fees, and subject to full compliance with the terms of this Agreement and any applicable Sales Order, Chronos Tech grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable (as set forth herein), worldwide license to use the Licensed Technology solely for the Authorized Use as defined in the applicable Sales Order.

3.2 Restrictions
Licensee shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source or underlying structure of the Licensed Technology (unless provided in source format);
• Modify or create derivative works of the Licensed IP;
• Disclose, distribute, or sublicense the Licensed Technology to third parties;
• Use the Licensed Technology beyond the scope explicitly permitted in the Sales Order.
• Use the Licensed Technology in any manner that violates, or could reasonably be expected to violate, any applicable law, regulation, or governmental requirement

4. Ownership
Chronos Tech retains all rights, title, and interest in and to the Licensed Technology and all related intellectual property rights, including, without limitation, all patents, trademarks, copyrights, and trade secrets. No rights are granted other than as expressly set forth herein. Licensee shall not remove, alter, or obscure any proprietary notices.

5. Delivery and Support
Chronos Tech will deliver the Licensed Technology electronically. Support Services, if applicable, will be described in a separate agreement or Sales Order and may require additional fees.
Chronos Tech is under no obligation to provide support unless explicitly agreed in writing.

6. Confidentiality
Each party agrees to protect the other’s Confidential Information using reasonable care, and not to use it except as necessary to fulfill obligations under this Agreement. These obligations will survive termination of the Agreement for five (5) years.

7. Warranties and Disclaimers

7.1 Mutual Warranties
Each party warrants that it has the legal authority to enter into and perform this Agreement.

7.2 Chronos Tech Warranty
Chronos Tech warrants for a period of twelve (12) months from delivery that:

• It owns or has rights to license the Licensed Technology; and
• The Licensed Technology will substantially conform to its documentation.

7.3 Disclaimer
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE LICENSED TECHNOLOGY IS PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Chronos Tech and its affiliates from any third-party claims arising from:

• Use of the Licensed Technology outside the scope of this Agreement;
• Any combination of the Licensed IP with Licensee’s products or third-party technology, unless such use is authorized in writing.

9. Limitation of Liability
To the maximum extent permitted by law:

• Chronos Tech’s aggregate liability under this Agreement shall not exceed the fees paid by Licensee for the relevant Licensed IP.
• In no event shall Chronos Tech be liable for any indirect, special, incidental, consequential, or exemplary damages, including, without limitation lost profits, business interruptions, or loss of data, even if advised of the possibility of such damages.

10. Term and Termination

• This Agreement shall commence on the Effective Date of the first Sales Order and continue unless terminated as provided herein.
• Either party may terminate this Agreement upon 30 days’ written notice for uncured material breach within a reasonable time.
• Upon termination, all licenses immediately terminate, and Licensee must cease all use of the Licensed Technology and destroy all copies.
• Chronos Tech may retain a copy of any materials necessary to demonstrate compliance or defend its rights.
• Certain provisions of this Agreement shall survive, including confidentiality and limitation of liability.

11. Export Control
Licensee agrees to comply with all U.S. and applicable international export laws and restrictions applicable to the Licensed Technology.

12. Miscellaneous

• Governing Law: This Agreement is governed by the laws of the State of California without regard to conflict of laws. Any disputes shall be heard exclusively in San Diego County, California.
• Assignment: Licensee may not assign this Agreement without Chronos Tech’s prior written consent.
• Entire Agreement: This Agreement and any Sales Orders constitute the entire agreement between the parties and supersede any prior agreements.
• Amendments: Any amendment must be in writing and signed by both parties.
• Force Majeure: Neither party shall be liable for delays due to events beyond its reasonable control.
• Publicity: Licensee may not use Chronos Tech’s name, trademarks, or logos without prior written consent.

13. Contact
For licensing inquiries or legal questions, please contact: sales@chronostech.com.