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OPEN SOURCE LICENSE

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 deriva-

tive 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 confi-

dentiality restrictions no less stringent than those contained

in this Agreement. You will remain liable for your subcon-

tractors' 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 Essen-

tial 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 Agree-

ment does not grant to you any implied rights under any Fre-

escale or third party intellectual property.

2.8 You may not translate, reverse engineer, decompile, or dis-

assemble the Licensed Software except to the extent ap-

plicable law specifically prohibits such restriction. You must

prohibit your sub-licensees from translating, reverse engi-

neering, decompiling, or disassembling the Licensed Soft-

ware except to the extent applicable law specifically prohib-

its such restriction.

2.9 You must reproduce any and all of Freescale's (or its third

party licensor's) copyright notices and other proprietary leg-

ends on copies of Licensed Software.

2.10 If you distribute the Licensed Software to the United States Gov-

ernment, 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, ir-

revocable, perpetual, worldwide, royalty-free, sub-licensable

license under your Intellectual Property Rights to use with-

out restriction and for any purpose any suggestion, comment

or other feedback related to the Licensed Software (includ-

ing, 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) dis-

closed or distributed in source code form;

(B) licensed for the purpose of making derivative works; or

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 intellec-

tual property rights associated with, and title thereto, will be

the property of Freescale. You agree to assign all, and here-

by do assign all rights, title, and interest to any such modifi-

cations 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 he

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 other-

wise assert your patents against Freescale, a Freescale Af-

filiate 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 Agree-

ment, 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 sur-

vive.

5.6

After termination of this Agreement by either party and upon

Freescale's written request, you will, at your discretion, re-

turn to the Freescale any confidential information including

any and all copies thereof or furnish to Freescale at the ad-