ARM TOSA SPECIFICATION CONTRIBUTION LICENCE

THIS CONTRIBUTION LICENCE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND ARM LIMITED ("ARM") TO ALLOW YOU TO PROVIDE CONTRIBUTIONS (AS DEFINED) TO ARM ON THE SPECIFICATION (AS DEFINED) ("CONTRIBUTION LICENCE").

THIS CONTRIBUTION LICENCE IS GRANTED ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS HEREIN. BY CLICKING "I AGREE" OR OTHERWISE PROVIDING CONTRIBUTIONS YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS CONTRIBUTION LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS CONTRIBUTION LICENCE, ARM IS UNWILLING TO ENTER INTO THIS LEGAL AGREEMENT AND YOU SHOULD NOT PROVIDE ANY CONTRIBUTIONS TO ARM.

Definitions

Contributions means all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided to ARM by You relating to the SPECIFICATION.

Intellectual Property means any patents, patent rights, trade marks, service marks, registered designs, topography or semiconductor mask work rights, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognised by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.

CONTRIBUTOR means You and your Subsidiaries (as applicable).

Subsidiary means, if You are a single entity, any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by You. A company shall be a Subsidiary only for the period during which such control exists

SPECIFICATION means the relevant TOSA specification, which has already been accessed and licensed to You under the public TOSA Specification Licence which accompanied the Specification

Contribution Provisions

  1. CONTRIBUTOR grants to ARM, under all Intellectual Property owned or controlled by CONTRIBUTOR, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:

    1. to make, use, copy, modify, and create derivative works of, the Contributions as part of the SPECIFICATION;
    2. to make, use, copy, modify, and create derivative works of, the Contributions to implement the SPECIFICATION in any product;
    3. to sell, supply or otherwise distribute the whole or any part of the Contributions (and derivative works thereof) as part of the SPECIFICATION and as part of any product developed under the rights granted in 1 (ii); and
    4. to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.

  2. CONTRIBUTOR hereby represents and warrants that it has power to cause all patents owned or controlled by CONTRIBUTOR or its affiliates to be licensed as set forth in this Contribution Licence. CONTRIBUTOR shall not knowingly give to ARM any Contributions it has reason to believe is subject to any Intellectual Property claim or right of any third party.

  3. ARM shall be free to use, copy, disclose or otherwise distribute any Contributions to any third party or pursuant to the licence above without obligation or restriction of any kind.

Term and Termination

  1. This Contribution Licence shall remain in force until terminated by you or by ARM. Both parties may terminate this Contribution Licence at any time for any reason. Upon termination of this Contribution Licence, the provisions of Clauses 1, 2, and 3 in respect of any Contributions provided prior to Termination shall survive.

  2. Any termination of this Contribution Licence in accordance with the provisions of Clause 4 shall be effective in respect of all Subsidiaries. Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary.

General

  1. The validity, construction and performance of this Contribution Licence shall be governed by English Law.