Question:

LSISAS6160 Switch firmware upgrade warning
Answer:

SAS Switch Scripts End User License Agreement LSI Confidential

STOP!

BEFORE YOU INSTALL OR USE THIS SOFTWARE

LSI CORPORATION SAS Switch Scripts for LSI® Switch Products
END-USER LICENSE AGREEMENT FOR LSI LICENCED MATERIALS

IMPORTANT – READ CAREFULLY: This LSI End-User License Agreement (“EULA”)
is a legal agreement between you (either an individual or a single entity) and LSI Corporation
(“LSI”) for the LSI Licensed Materials identified above and licensed herein, which includes
computer software and may include associated media, printed materials, and “online” or
electronic documentation (“LICENCED SOFTWARE”). By installing, copying, or otherwise using
the LICENSED MATERIALS, you agree to be bound by the terms of this EULA. If you do not agree
to the terms of this EULA, you may not copy or use the LICENSED MATERIALS and should
promptly return the LICENSED MATERIALS. The LICENSED MATERIALS is protected by
copyright laws and international copyright treaties, as well as other intellectual property laws and
treaties. The LICENSED MATERIALS is licensed, not sold.


I AGREE                    I DON'T AGREE


1. DEFINITIONS.
1.1 “Affiliate” shall mean any corporation, firm, partnership, or other entity, whether
de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership
with LSI to the extent of at least fifty (50%) percent of the equity having the power to vote on or
direct the affairs of the entity, and any person, firm, partnership, corporation, or other entity
actually controlled by, controlling, or under common control with LSI.
1.2 “Confidential Information” shall have the same meaning set forth in Exhibit A
and includes the (a) LSI SAS Switch Scripts and Documentation and (b) terms and conditions
and existence of the Agreement.
1.3 “Derivative Works” shall mean: (a) for copyrightable or copyrighted material,
any translation (including translation into other computer languages), port, modification,
correction, addition, extension, upgrade, improvement, compilation, abridgment or other form in
which an existing work may be recast, transformed or adapted; (b) for patentable or patented
material, any improvement thereon; and (c) for material that is protected by trade secret, any new
material derived from such existing trade secret material, including new material which may be
protected by copyright, patent and/or trade secret.
1.4 “Documentation” shall mean any manuals or guides and other technical materials
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that LSI makes available to Licensee in connection with the LSI SAS Switch Scripts.
1.5 “End-User” shall mean any entity/person that has been granted a sublicense by
Licensee (or Reseller) to use the LSI SAS Switch Scripts and/or Documentation in conjunction
with LSI products for its own internal use, and not for distribution or resale.
1.6 “Intellectual Property Rights” shall mean any proprietary, intellectual or industrial
property rights, including, but not limited to, patent, copyright, trade secret, design, utility model,
invention registration, database, trademark, service mark, trade name and trade dress rights,
whether such rights arise from a registration or renewal thereof, or an application therefore, in
each case anywhere in the world.
1.7 “Licensee” shall mean the entity downloading this software or for whom this
software is downloaded.
1.8 “License Fee” shall mean a fee, if any, payable by Licensee to LSI for the license
rights granted herein.
1.9 “LSI” shall mean LSI Corporation, a Delaware corporation, doing business in
doing business in AL, CA, FL, MA, MD, MN, NC, NY, OH, OR, PA, SC and TX as LSI Logic
Corporation, with a place of business at 1621Barber Lane, Milpitas, California 95035 and its
Affiliates.
1.10 “LSI SAS Switch Scripts” means the technology identified in Exhibit B, attached
hereto now or as amended including but not limited to the human readable software, hardware
design files and documentation, as well as all other information and know-how relating to the
technology.
1.11 “Purpose” means to permit Licensee to use, modify and distribute the LSI SAS
Switch Scripts for the purpose of configuring certain LSI products.
1.12 “Resellers” shall mean Licensee’s distributors, value added resellers, original
equipment manufacturers and original design manufacturers.
1.13 “Taxes” shall mean all taxes, levies, imposts, duties, fines or other charges of
whatsoever nature however imposed by any country or any subdivision or authority thereof in
any way connected with this EULA or any instrument or agreement required hereunder, and all
interest, penalties or similar liabilities with respect thereto, except such taxes as are imposed on
or measured by a party’s net income or property.
2. LICENSE GRANTS AND RESTRICTIONS
2.1 LSI SAS Switch Scripts Grants.
2.1.1 LSI SAS Switch Scripts Grant. Subject to the terms of this EULA, LSI
hereby grants a worldwide, royalty-free, non-exclusive, limited license to (i) use, copy and have
copied, modify, market and distribute the LSI SAS Switch Scripts, through multiple tiers of
distribution via Resellers, or directly, to End Users only for use in conjunction with LSI
products, (ii) use, and permit Resellers to use, the LSI SAS Switch Scripts in order to create
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Derivative Works for use in association with LSI products and (iii) sublicense, with the right to
grant further sublicenses, to its Resellers, the rights granted in this Section 2.1.1.
2.1.2 SAS Switch Scripts Documentation. LSI hereby grants to Licensee a
nonexclusive, worldwide license to: (a) use and reproduce the Documentation for support
purposes, (b) to use, reproduce, modify and create Derivatives of the Documentation for the
purpose of designing, developing and distributing documentation solely for use with LSI
products, (“Licensee Documentation”) and (c) sublicense, with the right to grant further
sublicenses, to its Resellers, the rights granted in this Section 2.1.2 provided that all Licensee
Documentation includes proper attribution of LSI’s copyrights that otherwise might be
eliminated in the creation of such Licensee Documentation and that all LSI trademarks are
removed from such Licensee Documentation unless LSI has approved the work in writing prior
to distribution.
2.1.3. SAS Switch Scripts Restrictions. The licenses granted in Section 2.1 are
subject to the following restrictions: (a) Licensee shall reproduce all copyright notices and other
proprietary markings or legends contained within or on the LSI SAS Switch Scripts and
Documentation; (b) Licensee shall not distribute or disclose the LSI SAS Switch Scripts or
Documentation or part thereof to any Resellers or End Users, except pursuant to an agreement
with terms at least as protective of the SAS Switch Scripts and Documentation as the terms of
this EULA, and (c) Licensee shall, and shall require its Resellers, to include an End User License
Agreement containing either the minimum terms and conditions set forth in Exhibit C with each
copy of the SAS Switch Scripts that is distributed to an End User or terms at least as protective
of the SAS Switch Scripts and Documentation as the terms set forth in Exhibit C, and (d) except
as expressly permitted herein, Licensee shall not, and shall not allow its Resellers and End-Users
to, disassemble, de-compile, or reverse engineer the SAS Switch Scripts.
2.2 No Implied Licenses. Except for the express and limited licenses granted herein,
no rights or licenses are granted by LSI under this EULA, by implication, inducement, estoppel
or otherwise with respect to any proprietary information or to any patents, copyrights, trade
secrets, trademarks, maskworks or other Intellectual Property Rights owned or controlled by LSI.
Any further licenses must be express, in writing and signed by an authorized representative of
LSI.
2.3 Proprietary Markings and Notices. Licensee agrees that it will not, nor permit a
third party to, remove any copyright notices, proprietary markings, trademarks or trade names
from the LSI SAS Switch Scripts or Documentation. Licensee shall, and shall require its
Resellers and End Users, to reproduce LSI’s copyright notice and all other proprietary notices
and markings on all copies of the LSI SAS Switch Scripts or Documentation, including copies in
machine-readable form.
2.4 U.S. Government End Users. The LSI SAS Switch Scripts or Documentation
qualify as "commercial items," as that term is defined at 48 C.F.R. 2.101, consisting of
"commercial computer software" and "commercial computer software documentation" as such
terms are used in 48 C.F.R. 12.212. Consistent with 48 CFR 52.227-19, 48 C.F.R.12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to Government End User, or,
if this EULA is direct Government End User will acquire, the LSI SAS Switch Scripts or
Documentation with only those rights set forth herein that apply to non-governmental End
Users. Use of the LSI SAS Switch Scripts or Documentation constitutes agreement by the
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government entity that the computer software and documentation is commercial, and constitutes
acceptance of the rights and restrictions herein.
3. CONFIDENTIALITY
3.1 The Confidential Information exchanged by the parties in connection with this
EULA shall be governed by the terms set forth in Exhibit A.
3.2 Licensee shall restrict access to the LSI SAS Switch Scripts to its employees or
contractors: (a) with a need to know for the Purpose and (b) who have executed a non-disclosure
agreement with Licensee with protections similar to the protections set forth in Exhibit A.
4. WARRANTY DISCLAIMERS
4.1 THE PARTIES AGREE THAT LSI FURNISHES THE LSI SAS SWITCH
SCRIPTS AND DOCUMENTATION TO LICENSEE “AS IS,” UNSUPPORTED, WITHOUT
WARRANTY OF ANY KIND. LSI DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND
NON-INFRINGEMENT, INCLUDING ANY THAT MAY ARISE FROM A COURSE OF
PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. LSI SHALL NOT BE
LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY
OF ANY TYPE IN THE LSI SAS SWITCH SCRIPTS AND DOCUMENTATION. LSI
NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT
ANY OTHER LIABILITY IN CONNECTION WITH THE USE OF THE LSI SAS SWITCH
SCRIPTS AND DOCUMENTATION.
4.2 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH
LICENSEE’S USE OF THE LSI SAS SWITCH SCRIPTS AND DOCUMENTATION OR
DERIVATIVE WORKS IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION,
MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION (“HIGH RISK USES”).
LICENSEE REPRESENTS AND WARRANTS THAT IT WILL NOT USE THE LSI SAS
SWITCH SCRIPTS AND DOCUMENTATION OR DERIVATIVE WORKS IN ANY
MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK
DEVICE OR APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD
LSI HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT
LSI INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION
4.2.
4.3 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH
LICENSEE’S USE OF LSI SAS SWITCH SCRIPTS TO CREATE DERIVATIVE WORKS
AND IN CONNECTION WITH SUCH DERIVIATIVE WORKS. LSI MAKES NO
REPRESENATION OR WARRANTY THAT ANY UPGRADE, UPDATE, NEW VERSION
OF CODE OR OTHER MODIFICATION TO THE LSI SAS SWITCH SCRIPTS WILL BE
COMPATIBLE WITH OR WORK WITH SUCH DERIVATIVE WORKS. LICENSEE
SHALL INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS AGAINST ANY LOSS,
LIABILITY, OR DAMAGE OF ANY KIND THAT LSI INCURS IN CONNECTION WITH
SUCH DERIVATIVE WORKS.
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5. EXCLUSION OF CERTAIN DAMAGES.
5.1 EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL LSI, ITS
DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR SUPPLIERS/LICENSORS BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, THE COST OF
REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, PROFITS,
REVENUE, DATA OR USE OF DATA, INTERRUPTION OF BUSINESS OR OTHER
ECONOMIC LOSS, HOWEVER CAUSED, ARISING OUT OF THE USE OR INABILTY TO
USE THE LSI SAS SWITCH SCRIPTS AND DOCUMENTATION OR THIS EULA,
WHETHER SUCH DAMAGES ARE ALLEGED TO ARISE UNDER CONTRACT, TORT,
STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY EVEN IF LSI
OR ITS EMPLOYEES, SUPPLIERS/LICENSORS OR AFFILIATES ARE ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, IN NO EVENT
SHALL LSI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR
SUPPLIERS/LICENSORS BE LIABLE TO LICENSEE FOR ANY AMOUNTS IN EXCESS
OF THE GREATER OF: (A) THE TOTAL AMOUNT OF LICENSE FEES PAID OR
PAYABLE BY LICENSEE HEREUNDER OR (B) ONE HUNDRED DOLLARS ($100.00), IN
THE AGGREGATE FOR ANY AND ALL CLAIMS OR DAMAGES IN ANY WAY
ARISING OUT OF OR IN CONNECTION WITH THIS EULA, LSI SAS SWITCH SCRIPTS
AND/OR DOCUMENTATION.
7. OWNERSHIP
7.1 LSI shall own all right, title and interest in and to the LSI SAS Switch Scripts
and/or Documentation and the Derivative Works thereof created by LSI, including all
Intellectual Property Rights therein. Licensee shall have no ownership interest therein. Licensee
shall only own all right, title and interest in and to the Derivative Works created by Licensee,
including all the Intellectual Property Rights therein. Licensee shall have the right to freely
distribute any such Licensee created Derivative Work created for the Purpose. Licensee agrees
that LSI may continue to further modify, develop and change any of the LSI SAS Switch Scripts
and maintain any and all license and Intellectual Property Rights of those modifications and
Derivative Works created by LSI even if they are similar to or the same as Licensee created
Derivative Works.
7.2 LSI shall not be obligated to provide or be involved in any support, maintenance
or development of the LSI SAS Switch Scripts or Licensee created Derivative Works based on
the LSI SAS Switch Scripts licensed herein. LSI shall not be exposed to the Licensee created
Derivative Works. In the event LSI must be exposed to Licensee created Derivative Works, LSI
shall not be subject to any liability or claims, including from any alleged misappropriation or
infringement, arising from or in connection with the Licensee created Derivative Works.
8. TERMINATION
8.1 Term. This EULA shall continue in full force and effect until terminated in
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accordance with this Section 9.
8.2 Termination for Cause.
8.2.1 Material Breach. Either party may terminate this EULA upon written notice if the
other party materially breaches this EULA and fails to cure such breach within thirty (30) days
after receiving written notice of such breach from the non-defaulting party.
8.2.2 Cessation of Business. A party may terminate this EULA upon written notice in
the event the other party ceases to conduct business in the normal course, becomes insolvent,
enters into suspension of payments, moratorium, reorganization or bankruptcy, makes a general
assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature,
suffers or permits the appointment of a receiver for its business or assets, or avails itself of or
becomes subject to any other judicial or administrative proceeding that relates to insolvency or
protection of creditors' rights.
8.3 Termination for Convenience. LSI may terminate for convenience the licenses
granted in Section 2.1 herein for the LSI SAS Switch Scripts by giving the other party at least
five (5) days’ prior written notice.
8.4 Return of Confidential Information. Upon expiration or termination of this EULA
for any reason, each party agrees to promptly return to the other party, or, at the other party’s
request, destroy and certify by an officer of the party in writing the destruction of, all
Confidential Information of the other party furnished to such party. Upon the termination of the
LSI SAS Switch Scripts license under Section 8.3 above, Licensee shall promptly return to LSI,
or, at LSI’s request, destroy and certify by an officer of Licensee in writing the destruction of, all
Confidential Information of LSI furnished to Licensee which arises from or relates to the LSI
SAS Switch Scripts.
8.5 Survival. In the event of expiration or termination of this EULA for any reason:
(a) all End-User licenses properly granted shall survive and (b) the following sections of this
EULA shall survive: 1, 2.1.3, 2.3, 2.4, 3, 4, 5, 6, 7, 8.4, 8.5 and 9. Expiration or termination will
not prejudice either party to require performance of any obligation due at the time of such
expiration or termination.
9. GENERAL PROVISIONS
9.1 Force Majeure. Neither of the parties shall be considered in default of
performance under this EULA to the extent that performance of such obligations is delayed or
prevented by fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife,
labor disputes or disturbances, material shortages or rationing, governmental regulations,
communication or utility failures, or casualties to the extent such default is beyond the
reasonable control of such party and provided that the delayed party: (i) gives the other party
notice of such cause as soon as possible, to be confirmed in writing within fourteen (14)
calendar days of discovery of the event; and (ii) makes reasonable efforts to remedy any delay
in its performance.
9.2 Attorneys' Fees. In addition to any other relief awarded, the prevailing party in
any action arising out of this EULA shall be entitled to its reasonable attorneys' fees and costs.
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9.3 Assignment. Licensee shall not assign this EULA or any of its rights or delegate
any of its duties under this EULA without the prior written consent of LSI. Subject to the
foregoing, this EULA will be binding upon, enforceable by, and inure to the benefit of the parties
and their respective successors and assigns. Any attempted assignment in violation of this
Section 9.3 shall be null and void. LSI may assign this EULA, together with all of its rights and
obligations hereunder, in whole or in part, without Licensee’s consent in connection with a
merger, reorganization, sale or transfer of all or substantially all of LSI’s stock, assets or
applicable business unit.
9.4 Governing Law. This EULA and any actions arising out of or relating to this
EULA shall be construed and interpreted in accordance with the law of the State of California
without reference to its conflicts of law principles. The parties specifically disclaim the UN
Convention on Contracts for the International Sale of Goods.
9.5 Exclusive Jurisdiction. All disputes arising out of or related to this EULA will be
subject to the exclusive jurisdiction and venue of the Superior Court of the State of California
located in Santa Clara County, California or in the United States District Court for the Northern
District of California and the parties consent to the personal and exclusive jurisdiction and
venue of these courts.
9.6 English Language Controlling. This EULA is in the English language only, which
language shall be controlling in all respects, and all versions of this EULA in any other language
shall be for accommodation only and shall not be binding on the parties to this EULA. All
communications and notices made or given pursuant to this EULA, and all documentation and
support to be provided, unless otherwise noted, shall be in the English language.
9.7 Export Control. All obligations by LSI to furnish technology, software or
information under this EULA are subject to export control laws and regulations of the
applicable country. Licensee recognizes that any re-export of such technology or information
may be subject to export control laws and regulations of the United States and other countries
and Licensee agrees to comply with such laws and regulations, including obtaining all
authorizations or licenses as required by any country, as applicable, prior to undertaking any
such re-exports to the extent such actions are expressly authorized under the terms of this
EULA. If requested, Licensee also agrees to sign written assurances and other export-related
documents as may be required for LSI to comply with U.S. export regulations or any other
governmental regulatory agency requirement. Licensee recognizes that its obligations to
comply with all applicable export control laws and regulations survive the termination or
expiration of this EULA.
9.8 Equitable Relief. Each party acknowledges that a breach by the other party of any
confidentiality or proprietary rights provision of this EULA may cause the non-breaching party
irreparable damage, for which the award of damages may not be adequate compensation.
Consequently, the non-breaching party may institute an action to enjoin the breaching party
from any and all acts in violation of those provisions, which remedy shall be cumulative and not
exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened
breach of those provisions, in addition to any other relief to which the non-breaching party may
be entitled at law or in equity.
9.9 Waiver. No failure or delay on the part of either party in the exercise of any right
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8
or privilege hereunder shall operate as a waiver thereof or of the exercise of any other right or
privilege hereunder, nor shall any single or partial exercise of any such right or privilege
preclude other or further exercise thereof or of any other right or privilege.
9.10 Notice. Any notice or claim provided for herein shall be in writing and addressed
to Licensee at the last address provided by Licensee to LSI and to LSI at: LSI Corporation, 1621
Barber Lane M/S D-106, Milpitas, CA 95035 USA, Attn: General Counsel Facsimile: (408) 433-
7770 and shall be given (i) by personal delivery, effective upon delivery, (ii) by first class mail,
postage prepaid, addressed as set forth above, effective one (1) business day after proper deposit
in the mail, or (iii) by facsimile directed to the facsimile number set forth above, but only if
accompanied by mailing of a copy in accordance with (ii) above, effective as of the date of
facsimile transmission.
9.11 Severability. If any term, condition, or provision of this EULA, or portion of this
EULA, is found to be invalid, unlawful or unenforceable to any extent, the parties will endeavor
in good faith to agree to such amendments that will preserve, as far as possible, the intentions
expressed in this EULA. Such invalid term, condition or provision will be severed from the
remaining terms, conditions and provisions, which will continue to be valid and enforceable to
the fullest extent permitted by law.
9.12 Other Rights. Nothing contained in this EULA shall be construed as conferring
by implication, estoppel, or otherwise upon either party or any third party any license or other
right except, solely as to the parties hereto, the rights expressly granted hereunder.
9.13 Publicity. All publicity concerning this transaction referring to the other party
shall require the other party’s prior written approval, which consent shall not be unreasonably
withheld.
9.14 Relationship of the Parties. The relationship of the parties hereto is that of
independent contractors. Neither party, nor its agents or employees, shall be deemed to be the
agent, employee, joint venture partner, partner or fiduciary of the other party. Neither party shall
have the right to bind the other party, transact any business on behalf of or in the name of the
other party, or incur any liability for or on behalf of the other party.
9.15 Integration; Modification. This EULA, together with the Exhibits hereto,
embodies the final, complete and exclusive statement of the terms agreed upon by the parties
with respect to the subject matter hereof and supersedes any prior or contemporaneous
representations, descriptions, courses of dealing, or agreements in regard to such subject matter.
No amendment or modification of this EULA or any Exhibit hereto shall be valid or binding
upon the parties unless stated in writing and signed by an authorized representative of each party.
9.16 Headings. Headings used in this EULA are for ease of reference only and shall
not be used to interpret any aspect of this EULA.
9.17 Counterparts. This EULA may be executed in two counterparts, each of which
shall be an original and together which shall constitute one and the same instrument.
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EXHIBIT A
The parties agree to the following terms for the protection of Confidential Information:
1. Each party desires to furnish to the other party certain information that the Disclosing Party
regards as proprietary. Such information may include, but is not limited to, information of the
Disclosing Party relating to products, manufacturing processes, business strategies and plans,
pricing terms and conditions, customer lists, research and development programs, marketing or
technical information, LSI SAS Switch Scripts and the EULA between LSI and LICENSEE.
(“Confidential Information”). Confidential Information may be furnished in any tangible or
intangible form including, but not limited to, writings, drawings, computer tapes and other
electronic media, samples, and verbal communications. Any Confidential Information furnished
in tangible form shall be conspicuously marked as “Confidential,” “Proprietary,” or a similar
legend. Notwithstanding the foregoing, Confidential Information shall also include information
which would reasonably be understood to be confidential and/or proprietary. With respect to any
devices delivered pursuant to this Section 1 of this Exhibit A, including but not limited to
microelectronic chips, any technical information, including but not limited to circuit layout,
design, or software, embedded in any such device is Confidential Information notwithstanding
the absence of any proprietary marking on such device.
2. Each party agrees that for a period of four (4) years from the date of disclosure it shall
not disclose Confidential Information received from the Disclosing Party to any third party and
shall use such Confidential Information solely in furtherance of the parties’ rights and
obligations under the Agreement. The Receiving Party shall use the same degree of care in
maintaining the confidentiality of the Confidential Information as it uses with respect to its own
information that is regarded as confidential and/or proprietary by such party, but in any case shall
at least use reasonable care. Subject to the restrictions set forth in the Agreement, each party
agrees that it will restrict the access of all Confidential Information to only those of its
employees, contractors, and consultants who have need to be informed of the Confidential
Information for the purposes for which the Confidential Information is provided. The Receiving
Party shall have entered into non-disclosure agreements with such employees and contractors
having obligations of confidentiality as strict as those herein prior to disclosure to such
employees and contractors to assure against unauthorized use or disclosure.
3. The obligations of confidentiality and limitations of use shall continue for the period
stated in Section 2 of this Exhibit A provided, however, neither party shall be liable for any
disclosure of Confidential Information if the same information: (i) is in the public domain at the
time of disclosure or later comes within the public domain, except through the acts or omissions
of the Receiving Party and without breach of the terms of this Exhibit A; (ii) is rightfully in the
possession of or is known to the Receiving Party at the time of its disclosure; (iii) is approved
for release by written authorization of the Disclosing Party; (iv) becomes known to the Receiving
Party from a source other than the Disclosing Party without breach of an obligation of
confidentiality; (v) is disclosed to one or more third parties by the Disclosing Party without
restriction; (vi) is independently developed by or for the Receiving Party without access to or use
of the Confidential Information; (vii) is transmitted by a party after receiving written notification
from the other party that it does not desire to receive any further Confidential Information; or
(viii) is subject to disclosure in accordance with a court order, in which case the party required to
disclose such information shall give the other party prompt notice thereof and make reasonable
efforts appropriate to the circumstances to cooperate with the other party to either oppose such
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disclosure or secure an appropriate protective order, issued by a court or government agency,
provided that the Receiving Party provides the Disclosing Party: (a) prior written notice of such
obligation; and (b) the opportunity to oppose such disclosure or obtain a protective order.
4. The Receiving Party agrees that it will not copy, reverse engineer, decompile or
disassemble any software disclosed to it under this Exhibit A without the prior written consent of
the Disclosing Party and shall not remove, overprint or deface any notice of confidentiality,
copyright, trademark, logo, legend or other notices of ownership or confidentiality from any
originals or copies of Confidential Information it obtains from the Disclosing Party. Upon
written request by the Disclosing Party, the Receiving Party shall cease using the Confidential
Information, and all items of Confidential Information (including copies or extracts thereof) shall
be returned to the Disclosing Party, or destroyed, with the Receiving Party certifying the
destruction thereof.
5. The Disclosing Party makes no warranty as to the accuracy of any Confidential
Information, which information is furnished "AS IS" with all faults. In no event shall the
Disclosing Party be liable for the accuracy or completeness of the Confidential Information. All
right, title, and interest in and to the Confidential Information shall be and remain that of the
Disclosing Party. No right or license under any trademark, patent or copyright, or application for
same which are now or thereafter may be obtained by such party is either granted or implied by
the disclosure of Confidential Information, nor shall these terms nor the disclosure of
information hereunder be construed as creating a commitment as to any product, soliciting any
business or incurring any obligation not specified herein, or prohibiting either party from
proceeding independently to develop services or product competitive with those involved herein,
and/or associating themselves with competitors of the other party for purposes substantially
similar to those involved herein, and the Receiving Party agrees to be so limited with respect to
all Confidential Information received hereunder. It is understood that neither party in its
performance f its obligations hereunder shall be deemed a partner, joint venturer, agent,
employee, or representative of or with the other party solely by virtue of these terms and the
performance of obligations hereunder. Each party is an independent entity retaining complete
control over and responsibility for its own operations and employees.
6. The Receiving Party acknowledges that the Confidential Information may be controlled
by the U.S. Department of Commerce Export Administration Regulations or other requirements
of the U.S. government and other governmental regulatory agency related to the export of the
Confidential Information. Each party agrees that it shall not attempt to, or knowingly, export, reexport,
or transfer Confidential Information of the Disclosing Party to any country without first
having obtained all authorizations or licenses as required by any country, as applicable. If
requested, each party also agrees to sign written assurances and other export-related documents
as may be required for the other party to comply with US export regulations or any other
governmental regulatory agency requirement.
7. The parties agree that these terms and all disputes arising hereunder shall be governed by
the laws of the State of California, without regard to its conflicts of law principles. In addition, it
is acknowledged and agreed that since a breach of the obligations hereunder is likely to cause
irreparable harm to the Disclosing Party and that money damages alone may be inadequate as a
remedy for a breach of such obligations, the Receiving Party agrees that a Disclosing Party may
seek injunctive relief of any of these terms.
SAS Switch Scripts End User License Agreement LSI Confidential
11
9. These terms supersede any prior oral or written understandings and constitutes the entire
understanding between the parties as to the Confidential Information. No amendment or
modification of these terms shall be valid or binding on the parties unless made in writing and
signed on behalf of each of the parties by their respective duly authorized representatives. A
waiver by any one party of any of the terms and conditions herein in any instance shall not be
interpreted as a waiver of such terms or conditions for the future, or of any subsequent breach
thereof, or as a waiver on behalf of any other party.
10. The covenants, conditions and terms herein shall extend to and be binding upon and inure
to the benefit of the parties hereto and their respective officers, directors, employees, agents,
successors, parents, subsidiaries, related companies, transferees, assigns, and representatives.
11. If any term in this Exhibit A shall be held to be illegal or unenforceable by a court of
competent jurisdiction, the remaining terms shall remain in full force and effect.
SAS Switch Scripts End User License Agreement LSI Confidential
12
EXHIBIT B
Technology and Documentation
• SAS Switch Scripts
• SAS Switch Scripts associated documentation.
License Fees
• None
SAS Switch Scripts End User License Agreement LSI Confidential
13
EXHIBIT C
MINIMUM REQUIRED TERMS FOR AN END USER LICENSE AGREEMENT
COVERING THE SAS SWITCH SCRIPTS AND DOCUMENTATION
Licensee and its Resellers may only provide the LSI SAS Switch Scripts and Documentation to
End-Users under an agreement which includes terms substantially conforming to those set forth
in this Exhibit C. The agreement may satisfy the requirement of the preceding sentence either by
express provisions in the agreement or by reliance on applicable law of the governing
jurisdiction. However, if Licensee or its Reseller does not include terms in its form of agreement
that substantially conform to all of the terms in this Exhibit, and that omission results in damage
to LSI that would have been prevented by expressly including those terms, then Licensee shall be
liable to LSI for those damages.
1. Licensee shall make no representations or warranties on behalf of LSI with
respect to the LSI SAS Switch Scripts and Documentation or any other matter, and shall, on
LSI’s behalf, specifically disclaim any warranties as well as any implied warranties (including
the implied warranties of merchantability, fitness for a particular purpose, title and noninfringement)
with respect to the LSI SAS Switch Scripts and Documentation and any other
matters which is substantially similar to “Warranty Disclaimers” Section in this EULA.
2. Licensee shall, on behalf of LSI, make an exclusion of liability for special,
incidental and consequential damages and high risk uses with respect to the LSI SAS Switch
Scripts and Documentation, which is substantially similar to the “Exclusion of Certain Damages”
and “Limitation of Liability” Sections in this EULA.
3. Licensee shall include license restrictions substantially similar to those in the
“SAS Switch Scripts Restrictions,” “No Implied Licenses,” “Proprietary Markings and Notices,”
“U.S. Government End Users,” “Export Laws” and “Equitable Relief” Sections in this EULA.
4. Licensee shall include a provision stating that the LSI and its suppliers/licensors
retain all right, title and interest in and to the LSI SAS Switch Scripts and Documentation and all
LSI created derivative works thereof.
5. Licensee shall include a provision stating that the LSI SAS Switch Scripts and
Documentation are confidential information, and restricting use and disclosure of the same,
which provision is at least as protective as the “Confidentiality” Section of this EULA.
Answer ID:
A007745-082812
Last Reviewed: 1/8/2013
Category: ALL ITEMS
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