TANNER EDA

SOFTWARE LICENSE AGREEMENT

IMPORTANT: READ THIS SOFTWARE LICENSE AGREEMENT FIRST
THE TANNER EDA (Tanner) SOFTWARE PRODUCT PROVIDED (IN THE FORM OF AN ELECTRONIC
DOWNLOAD OR A CD-ROM OR IN OTHER MEDIA) (Software) WITH THIS SOFTWARE LICENSE
AGREEMENT (Agreement) CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY
MATERIALS, THE USE OF WHICH IS GOVERNED BY THIS AGREEMENT. ANY USE OF THE SOFTWARE
CONSTITUTES ASSENT AND ACCEPTANCE OF THIS AGREEMENT BY YOU AND THE BUSINESS ENTITY ON
WHOSE BEHALF YOU USE THE SOFTWARE (referred to herein, either individually or collectively, as You or
Your) AND SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF THE SOFTWARE IS PROVIDED PURSUANT TO AN ORDER SUBMITTED BY YOU (Order),
TANNERS ACCEPTANCE OF THE ORDER IS CONDITIONAL UPON YOUR ASSENT TO THE TERMS OF THIS
AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT AGREE WITH ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE AUTHORIZED OR LICENSED TO USE
THE SOFTWARE, EVEN IF YOU RECEIVED A LICENSE STRING FROM TANNER TO USE THE SOFTWARE.

1.

GRANT OF LICENSE. Subject to all of the terms and conditions of this Agreement (including, without
limitation, payment of the applicable License Fees pursuant to Section 3 below), Tanner grants to You a limited, nonexclusive, non-sublicensable and non-transferable license to install the Software (in machine-readable object code form
only) on a single workstation and to use and execute the Software on such workstation, or a single node in a computer
network, in accordance with the associated user documentation (Documentation together with the Software referred to
herein, collectively, as the Licensed Software) in support of Your internal business activities only. You acknowledge
that You have no right to receive, use or examine any source code or design documentation relating to the Software. The
Licensed Software is licensed and not sold. As between the parties, Tanner and its licensors retain all right, title and
interest in and to the Licensed Software, including all applicable intellectual property and proprietary rights existing
anywhere in the world, except as expressly and unambiguously licensed herein, and Tanner reserves all rights in the
Licensed Software not granted to You hereunder. The Software may be provided with a hardware lock or may contain a
software-based license manager in limiting access to Authorized Users. All hardware locks You receive shall remain
Tanners property.

2.

RESTRICTIONS. You shall not (and shall not allow others to): (i) copy the Licensed Software, except solely
for back-up or archival purposes or as reasonably required to use the Software strictly in accordance with this Agreement,
(ii) alter, adapt, translate or create derivative works based upon the Licensed Software, or include the Licensed Software in
any other products or software, (iii) decompile, disassemble, reverse engineer or otherwise attempt to discover or
reconstruct the source code (or underlying ideas, sequence, structure organization or algorithms) of any portion of the
Software, or attempt to do so, except to the limited extent the foregoing is expressly permitted by applicable law, in which
case You must first notify Tanner in writing and request interoperability information regarding the Software, (iv) provide,
rent, loan or lease the Licensed Software to any other party or provide any information services to any other party through
the use of the Software, whether in the form of a timesharing service, service bureau or other information processing
service, (v) remove, modify or obscure any product identification, copyright notice, trademark, and/or any other
proprietary legend contained in the Licensed Software or on the media containing the Software, (vi) disseminate
performance information or analysis relating to the Software, (vii) use the Software in hazardous environments requiring
fail-safe performance in which the failure of the Software could lead to death, personal injury or environmental damage,
(viii) bypass any copy protection code or other technological measure for controlling access to the Software; or (ix) use the
Software within a virtual (or otherwise emulated) environment. In addition, You acknowledge that the Software contains
certain computer programs licensed to Tanner by third party licensors. You agree to comply with any license provisions
required under Tanners agreements with such third party licensors, but not included in this Agreement, of which Tanner
may notify You from time to time.

3.

LICENSE FEES. The license fees set forth in the Order (License Fees) are exclusive of shipping, taxes,
duties and other governmental assessments, which shall be paid by You. If not otherwise specified in the Order, the
License Fees are due and payable within thirty (30) days following Your receipt of the Licensed Software.

4.

MAINTENANCE AND SUPPORT. If an Order (or other writing) accepted by Tanner specifies maintenance
and support services, then, subject to Your payment of the Annual Maintenance and Support Fee specified in the Order (or
other writing) (Maintenance and Support Fee), Tanner will provide the following maintenance and support services for
the Software during Tanners normal business hours (Maintenance and Support Services): Tanner will exercise

commercially reasonable efforts to (i) respond promptly via email to questions regarding reports of material errors in the
Software that You report, which significantly degrade the Software as compared to Tanners Specifications (each, an
Error), (ii) provide assistance via email and telephone relating to the installation and use of the Software, (iii) correct,
by providing a fix or a workaround, and (iv) provide updates, upgrades and new releases of the Software distributed to
Tanners customers during the Support Period. Tanner shall have no obligation to provide custom programming, training,
implementation changes or provide Maintenance and Support Services for (a) any hardware used with the Software, (b)
any version of the Software other than the then-current release or immediately preceding release, or (c) any failure or
defect in the Software caused by (v) the improper use, alteration, or damage of the Software, (w) modifications to the
Software not made by Tanner, (x) any application or other software not provided or approved by Tanner, (y) use of the
Software on hardware that fails to meet the minimum hardware requirements specified in the Documentation, or (z) any
hardware failure. The Maintenance and Support Fee shall be payable for each twelve (12)-month period while this
Agreement is in effect (each, a Support Period). Except as otherwise stated in an Order, The Maintenance and Support
Fee for the first Support Period is due and payable within thirty (30) days following Your receipt of the Licensed Software.
Thereafter, while this Agreement remains in effect, the Maintenance and Support Fee shall be payable in advance of each
anniversary of the Effective Date. In the event You fail to pay the Maintenance and Support Fee when due, then Tanner
shall have no obligation to provide You with any further Maintenance and Support Services, unless You reinstate the
Maintenance and Support Services (if allowed by Tanner) by paying to Tanner an amount equal to the unpaid Maintenance
and Support Fee, plus any other charges in accordance with Tanners then-current maintenance reinstatement policy.

5.

CONFIDENTIALITY. You acknowledge that the Software contains valuable trade secrets and other
information proprietary to Tanner and its licensors. You shall maintain such trade secrets and proprietary information in
strict confidence, (ii) disclose such information only to Authorized Users to the extent required to use the Software under
the terms of this Agreement and (iii) ensure all Authorized Users have entered into written agreements, which safeguard
the confidentiality of such trade secrets and proprietary information and restrict the use and disclosure of such information
by such Authorized Users, except as permitted in this Agreement.

6.

TERM AND TERMINATION. This Agreement will become effective upon Your acceptance of this Agreement
(Effective Date) and will remain in effect until terminated. If Tanner reasonably believes that You have failed to comply
with any provision of this Agreement, all rights and licenses granted to You hereunder, and all Maintenance and Support
Services, shall automatically terminate without notice and such rights and licenses shall immediately revert to Tanner.
Upon notice of termination from Tanner, You agree to cease all use of, and destroy, all copies of the Software in Your
possession or control. Except as otherwise provided in this Section 6, the terms of this Agreement shall survive
termination. Termination is not an exclusive remedy and all other remedies will be available to Tanner whether or not this
Agreement is terminated.

7.

LIMITED WARRANTY AND WARRANTY DISCLAIMER.

7.1

Limited Warranty. Tanner warrants to You for a period of ninety (90) days from the date of delivery of the
Licensed Software (the Warranty Period) that the Software as delivered will perform substantially in accordance with
the applicable functional description for the Software, set forth in Appendix A attached hereto, as may be updated by
Tanner from time to time (Specifications) when installed and operated as set forth in the Documentation. The foregoing
warranty shall not apply to any third party software or if a failure of the Software to substantially conform to the
Specifications is due, in whole or in part, to (i) any accident, abuse, attempted or actual modification by anyone other than
Tanner, misuse, improper installation or misapplication, of the Software or of any security device or program provided
with the Software, which shall be Your sole responsibility, or (ii) any malfunction of any hardware or other equipment
and/or software used in conjunction with the Software. In the event the Software fails to comply with the foregoing
warranty, Tanners entire liability and Your exclusive remedy shall be, in Tanners sole discretion, to either (a) remedy the
nonconformity within a reasonable period after notice and verification by Tanner thereof or (b) refund the License Fees for
the Software and terminate this Agreement and the license granted hereunder; provided that You return all copies of the
Licensed Software to Tanner or its authorized representative. THIS SECTION 7.1 STATES YOUR SOLE REMEDY FOR
A BREACH OF THE LIMITED WARRANTY OF THE SOFTWARE.

7.2

Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, TO THE

MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE, IS PROVIDED AS IS WITHOUT
WARRANTY OF ANY KIND, AND TANNER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND
CONDITIONS OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. TANNER DOES NOT WARRANT THAT THE LICENSED SOFTWARE
WILL BE ERROR-FREE, THAT USE OF THE LICENSED SOFTWARE WILL BE FREE FROM INTERRUPTION OR
OTHER FAILURES, THAT ANY ERRORS OR DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED
OR THAT THE LICENSED SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS.
YOU

ACKNOWLEDGE AND AGREE THAT TANNER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
REPRESENTATIONS REGARDING THE PERFORMANCE, USE OR RESULTS OF THE USE OF THE LICENSED
SOFTWARE OR ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. YOU
ASSUME THE ENTIRE RISK ASSOCIATED WITH YOUR USE OF THE LICENSED SOFTWARE. THIS
DISCLAIMER OF WARRANTY IS AN ESSENTIAL PART OF THIS AGREEMENT. Some jurisdictions do not allow
the exclusion of implied warranties or conditions, so the foregoing disclaimer may not apply to You. In the event the
disclaimer of implied warranties and conditions is not enforceable under applicable law, any implied warranties and
conditions shall be limited to ninety (90) days following the Effective Date.

8.

LIMITATION OF LIABILITY.

8.1
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, TANNER SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR:
8.1.1

LOSS OF OR INTERRUPTION TO BUSINESS; OR

8.1.2

LOSS OF PROFITS OR GOODWILL; OR

8.1.3

LOSS OF USE; OR

8.1.4

LOSS OR DAMAGE TO OR CORRUPTION OF DATA; OR

8.1.5

DAMAGE TO ANY OTHER SOFTWARE, HARDWARE OR OTHER EQUIPMENT; OR

8.1.6

UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA; OR

8.1.7

UNAUTHORIZED DISCLOSURE OF SENSITIVE, CONFIDENTIAL OR PROPRIETARY

INFORMATION; OR

8.1.8

LOSS ATTRIBUTABLE TO YOUR FAILURE TO MAKE AND RETAIN BACK-UP

COPIES OF DATA; OR

8.1.9

ANY COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR

RIGHTS; OR

8.1.10

ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL

DAMAGES; OR

8.1.11

ANY AMOUNT IN EXCESS OF THE AMOUNT OF THE LICENSE FEES PAID BY YOU
FOR THE SOFTWARE.

8.2
The limitations in this Section 8 shall not limit Tanners liability for fraudulent misrepresentation or for
death or bodily injury solely resulting Tanners negligence or willful misconduct.
9.

PATENT AND COPYRIGHT INFRINGEMENT. Tanner agrees to defend You against any claim that Your
use of the Licensed Software in accordance with this Agreement infringes a valid United States patent issued as of the
Effective Date or any United States copyright or trademark and Tanner agrees to pay all settlements of such claims
approved by Tanner and damages awarded against You in a final judgment (including reasonable attorneys fees), provided
You (i) promptly notify Tanner of any and all threats, claims and proceedings related thereto, (ii) provide Tanner
reasonable assistance, at Tanners expense, and (iii) permit Tanner the opportunity to assume sole control over the
investigation, defense, appeal (if any) and all negotiations for a settlement or compromise. Tanner shall have no obligation
with respect to any settlement it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES
OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of Tanner does not apply
with respect to the Licensed Software or portions or components thereof (a) that are not supplied by or on behalf of
Tanner, (b) that are modified after delivery by anyone other than Tanner (c) that are combined with other products,
software, processes or materials where the alleged infringement relates to such combination, (d) if you continue the
infringing activity after being notified thereof, or (e) where Your use of the Licensed Software is incidental to an
infringement, which does not result primarily from the Licensed Software. Should the Licensed Software become, or be
likely to become in Tanners reasonable opinion, the subject of an infringement claim, Tanner may, at its option and
expense, (x) procure the right for You to continue using the Licensed Software, (y) replace or modify the Licensed
Software to make it non-infringing, or (z) terminate the license granted hereunder and refund to You a prorated portion of
the License Fees paid by You, amortized on a straight-line basis over a period of five (5) years.

10.

U.S. GOVERNMENT USERS. The Licensed Software is a commercial item consisting of commercial
computer software and/or commercial computer software documentation as such terms are defined in FAR section
2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5). Consistent with FAR section 12.212 and
DFAR section 227.7202-1 through 227.7202-4, any use of the Licensed Software by or on behalf of an agency or other
instrumentality of the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited
except to the extent expressly permitted by the terms of this Agreement. You will ensure that each copy of the Licensed
Software that You use on behalf of the U.S. Government, or that You provide to, or for use by, the U.S. Government, is
labeled to reflect the foregoing.

11.

EXPORT. You shall comply with all applicable export and re-export laws, restrictions and regulations of the
U.S. Commerce Department and other U.S. Government agencies, and foreign agencies and authorities. Without limiting
the foregoing, You agree not to transfer (or authorize anyone to transfer) the Software (i) into (or to a national or resident
of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the United States has embargoed
goods or (ii) to anyone on the U.S. Treasury Departments list of Specially Designated Nationals or the U.S. Commerce
Departments Denied Persons List.

12.

MISCELLANEOUS. To the extent permitted by applicable law, You may not assign this Agreement or any of
Your rights hereunder without Tanners prior written consent and any attempt to do so without such consent shall be null
and void. No failure to exercise any right hereunder will operate as a waiver thereof. To the extent that any law, statute,
treaty or regulation by its terms, as determined by a court, tribunal or other governmental authority of competent
jurisdiction, is in conflict with the any of the terms of this Agreement, such Agreement terms shall be superseded only to
the extent necessary by the terms required by such law, statute, treaty or regulation. If any provision of this Agreement
shall be otherwise adjudged by any court of competent jurisdiction to be unlawful, void, unenforceable or invalid, then that
provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable. This Agreement shall be construed in accordance with the laws of the State of
California and the United States of America without regard to conflicts of laws provisions thereof and without regard to
the United Nations Convention on Contracts for the International Sale of Goods. You agree that the sole and exclusive
jurisdiction and venue for any actions related to the subject matter hereof shall be the state and U.S. federal courts located
in the County of Los Angeles, California. You irrevocably consent to the jurisdiction of such courts and to venue in such
forum with respect to any action or proceeding that relates to this Agreement. The prevailing party in any action to
enforce this Agreement shall be entitled to recover its reasonable costs and expenses including reasonable attorneys fees.
No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized
officer of Tanner. This Agreement is in the English language only, which language shall be controlling in all respects and
any revision of this Agreement in any other language shall not be binding. You hereby waive any right You may have to
have this Agreement written in the native language where you reside or where delivery of the Software occurred. Both
parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties
relating to the subject matter of this Agreement.
Please direct questions concerning this Agreement to:
Tanner EDA
825 South Myrtle Avenue
Monrovia, CA 91016-3424
USA
Telephone: +1-626-471-9701
Fax: +1-626-471-9800
Email: salesw@tanner.com

APPENDIX A

Tanner EDA Product Features

Tanner EDA Product Features

S-Edit

Schematic capture for IC design

Integration with SPICE simulation and waveform cross-probing

Export netlists in industry standard formats (SPICE, EDIF)

Import schematics from Cadence and ViewDraw

Support for schematic arrays, buses, and port bundles

Rubberband connectivity editing

Multiple symbol, schematic, and interface views per cell

Multiple page schematics

Multiple library support

Integrated symbol editor and library browsers

Automatic symbol generation

Scriptable and expandable using the Tcl programming language and the Tk graphical user interface toolkit

T-Spice

Analog circuit simulations

Netlist format compatible with HSPICE

Support for industry standard device models, including Penn State Philips Model (PSP), BSIM3.3, BSIM4.5,
BSIM SOI, EKV, MOS11, MOS20, VBIC and MEXTRAM

Graphical interface to run, pause, resume, and stop simulations

Command wizard for creating syntax-correct SPICE statements from a graphical interface

Text editor capable of highlighting SPICE syntax

Support for Monte Carlo analysis, parameter sweeping and optimization

L-Edit

Draw and edit hierarchical all-angle IC layout geometry

Drawing and editing features, including edit-in-place, customizable layer palette, boolean and grow operations

Hierarchical, portable design file

Import and export layout to industry standard formats (GDSII, CIF)

DRC

Hierarchical DRC engine

All-angle object checking

View errors in place in L-Edit

Support for boolean, selection and density operations

Graphical user interface for rule setup

Extract

Extract connectivity of layout and devices

Recognizes active, passive and subcircuit devices

Output includes device parameters: area, perimeter, width and length

Extracted SPICE netlist supports LVS (layout versus schematic comparison) and/or post-layout simulations

Extracts fringe and area parasitic interconnect capacitance to substrate

SPR

Standard cell place and route tool for small digital cores

Support for 2 or 3 metal layers

Cell clustering and critical nets assignment

Pad frame generator and core to pad router

Global signal routing for up to two signals (typically clocks)

T-Cells and UPI

Programmable interface for writing custom functions in L-Edit (C or C++)

Layout, task and batch automation

Automatically generated device layout from parameterized cells

SDL

Obtain connectivity information from schematics and display the information in design layouts

Instance needed cells automatically (including parameterized T-Cells)

Draw flylines between ports on a node

HiPer Verify

Integrated with L-Edit layout editor for database input and results viewing

Runs Calibre and Dracula foundry files natively

Supports orthogonal, 45, all-angle and curved layouts

Performs electrical rule checks (ERC) such as antenna checks

Density checking commands with stepping and overlapping windows and multi-layer expression options