MICROCHIP REFERENCE DESIGNS ARE PROVIDED SOLELY TO ASSIST YOU IN DEVELOPING PRODUCTS THAT INCORPORATE MICROCHIP PRODUCTS. DOWNLOAD AND USE OF THE REFERENCE DESIGNS REQUIRE THAT YOU ACCEPT THIS REFERENCE DESIGN LICENSE AGREEMENT.  TO ACCEPT, CLICK "I ACCEPT" AND PROCEED WITH THE DOWNLOAD. IF YOU DO NOT ACCEPT, CLICK "I DO NOT ACCEPT," AND DO NOT DOWNLOAD OR USE ANY MICROCHIP REFERENCE DESIGNS. DOWNLOADING OR USING THE REFERENCE DESIGNS CONSTITUTES YOUR ACCEPTANCE OF THIS REFERENCE DESIGN LICENSE AGREEMENT.

REFERENCE DESIGN LICENSE AGREEMENT

This Reference Design License Agreement ("Agreement") is an agreement between you (if licensing as an individual) or the entity you represent (if licensing as a business) ("you" or "Licensee") and Microchip Technology Incorporated, a Delaware corporation, with a place of business at 2355 W. Chandler Blvd., Chandler, AZ 85224-6199, and its affiliates including Microchip Technology Ireland Limited, a company organized under the laws of Ireland, with a principal address at Ground Floor, Block W., East Point Business Park, Dublin, Ireland 3 (collectively, "Microchip") for the Microchip reference design files, design collateral, schematics, bill of materials, PCB design source files, Gerber files, images, application notes, test reports, accompanying software and documentation, and other graphic resources included in the download of the reference design files or otherwise provided by Microchip to Licensee (collectively, the "RD").

1. Use; Limitations; Definitions; Support

(a) Use: Subject to the terms of this Agreement, Microchip hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, worldwide license to:

(i) use, copy, and modify the RD and

(ii) use and copy Licensee modifications of the RD,

solely in the design and development of Licensee Products, provided that Licensee uses all Microchip Products identified in the RD.

(b) Limitations: Licensee has no right to (i) substitute third party products for Microchip Products except as agreed to by Microchip in writing or (ii) sublicense its rights under this Agreement or otherwise disclose or distribute the RD to any third party except as expressly provided in Section 2. Licensee’s right to copy the RD is limited to a reasonable number of copies solely as necessary to exercise its license rights in this Section 1.

(c) Definitions:

(i) "Microchip Products” means those Microchip devices purchased from Microchip or one of its authorized distributors that are identified in the RD, or if not identified in the RD, then such Microchip devices that are consistent with the purpose of the RD.

(ii) "Licensee Products” means products manufactured by or for Licensee that use or incorporate Microchip Products.

(d) Support: Contact your local Microchip sales office for support in using the RD, or obtain additional support (such as design check services) at https://www.microchip.com/en-us/support/design-help/client-support-services. Microchip has no obligation under this Agreement to provide technical support or maintenance for the RD, Microchip Products, or otherwise. If available, support may be subject to applicable fees and may require execution of a separate written agreement. Note that support towards customizing the RD to Licensee Products may incur additional fees and may require execution of a separate written agreement. Microchip does not guarantee customizations will work for all products.

2. Subcontractors

Licensee may provide the RD to its subcontractors solely for use in the design and development of Licensee Products for Licensee, provided that the subcontractor agrees in writing to terms consistent with the terms of this Agreement. Licensee is liable to Microchip for Licensee’s subcontractors’ acts and omissions. Licensee will provide Microchip a copy of the subcontractor agreement upon request.

3. Third-Party Software

(a) Third-Party Materials: Licensee agrees to comply with third-party license terms applicable to Third-Party Materials, if any. Microchip will not be held responsible for Licensee’s failure to comply with such terms. Microchip has no obligation to provide support or maintenance for Third-Party Materials. "Third-Party Materials" means the third-party software, systems, tools, or specifications (including those of a standards setting organization) referenced in, bundled with, or included in the RD.

(b) Open Source Components: Notwithstanding the license grant in Section 1 above, Licensee acknowledges that the RD may include Open Source Components. To the extent required by the licenses covering Open Source Components, the terms of such license apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, those restrictions will not apply to the Open Source Component. "Open Source Components" means components of the RD that are subject to the terms of an Open Source License. "Open Source License" means any software license approved as an open source license by the Open Source Initiative or any substantially similar license, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format.

4. Licensee Obligations

(a) Restrictions: Except as expressly permitted by this Agreement, Licensee will not (i) modify or alter the RD or a Microchip Product; (ii) adapt, translate, decompile, reverse engineer, disassemble the RD, any Microchip Product, or any samples or prototypes provided by Microchip, or create derivative works thereof; (iii) use all or any portion of the RD, any incremental modifications or derivative works, except in conjunction with Microchip Products; (iv) use the RD with any software or other materials that are subject to licenses or restrictions that, when combined with the RD, may require the combination to be made available and distributed in source code format (e.g., an Open Source License); and (v) remove or alter any copyright, trademark, or other proprietary notices contained on or in the RD or any copies.

(b) Indemnity: Licensee will indemnify (and, at Microchip’s election, defend) Microchip from and against any and all claims, costs, damages, expenses (including reasonable attorneys’ fees), liabilities, and losses, arising out of or related to: (i) Licensee’s modification, disclosure, or distribution of the RD or Third-Party Materials; (ii) the use, sale, or distribution of Licensee Products; and (iii) an allegation that Licensee Products or Licensee’s modification of the RD infringe third-party intellectual property rights.

(c) Licensee Products: Licensee understands and agrees that Licensee remains responsible for using its independent analysis, evaluation, and judgment in designing Licensee Products and has full and exclusive responsibility to assure the safety of its products and compliance of its products (and of all Microchip Products used in or for such Licensee Products) with applicable laws and requirements. Additionally, Microchip medical reference designs and demos are intended for evaluation and development purposes only. Use of Microchip devices in life support and/or safety applications is entirely at Licensee's risk.

5. Confidentiality

(a) Licensee agrees that the RD, underlying inventions, algorithms, know-how, and ideas relating to the RD, and any other non-public business or technical information disclosed by Microchip to Licensee are confidential and proprietary information, including information derived therefrom, belonging to Microchip and its licensors (collectively, "Confidential Information"). Licensee will use Confidential Information only to exercise its rights and perform its obligations under this Agreement and will take all reasonable measures to protect the secrecy of and avoid unauthorized access, disclosure, and use of Confidential Information. Such measures include, but are not limited to, the highest degree of care that it uses to protect its own information of a similar nature, but not less than reasonable care. Licensee will only disclose Confidential Information to its employees, subcontractors, consultants, auditors, and representatives (collectively "Representatives") who have a need to know such information and who have use and confidentiality obligations to Licensee at least as restrictive as those set forth in terms of this Agreement. Licensee is liable to Microchip for disclosure or misuse of Confidential Information by its Representatives. Use of Confidential Information for personal gain, for the benefit of a third party or to compete with Microchip, whether directly or indirectly, is a breach of this Agreement. Licensee will notify Microchip in writing of any actual or suspected misuse, misappropriation, or unauthorized disclosure of Confidential Information that comes to Licensee’s attention. Confidential Information will not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is known or becomes known to Licensee from a source other than Microchip without restriction and without breach of this Agreement or violation of Microchip’s rights, as demonstrated by credible evidence in existence at the time of disclosure; (iii) is independently developed by Licensee without use of or reference to the Confidential Information, as demonstrated by credible evidence in existence at the time of independent development; or (iv) is disclosed generally to third parties by Microchip without restrictions similar to those contained in this Agreement. Licensee may disclose Confidential Information to the extent required under law, rule, or regulation (including those of any national securities exchange), by subpoena, civil investigative demand, or similar process, or by a court or administrative agency (each a "Requirement"), provided, that to the extent permitted by applicable law, Licensee will provide prompt notice of such Requirement to Microchip to enable Microchip to seek a protective order or otherwise prevent or restrict such disclosure.

(b) Return of Materials: Upon Microchip’s request and direction, Licensee will promptly return or destroy the Confidential Information, including any physical information or materials provided to Licensee (together with any copies, excerpts, syntheses, CD ROMS, diskettes, etc.), and, in the case of information derived therefrom, provide written certification that all the Confidential Information has been expunged from any such materials or that all such materials have been destroyed. Further, if Licensee or its affiliates become competitors of Microchip, and Microchip notifies Licensee in writing of its status as a competitor in a given market, then Licensee will promptly engage in the return and certification process described above in this Section 5(b).

6. Ownership and Retention of Rights

All rights, title, and interest (including all intellectual property rights) in and to the RD and any incremental modifications (for example, removing programming headers, putting a module down on the board, and the like) to the RD whether made by or for Licensee or Microchip (collectively, "Microchip Property"), are and will remain the sole and exclusive property of Microchip, whether such Microchip Property is separate or combined with any other products. Licensee retains all right, title and interest in derivative works (more than incremental modifications) of the RD that Licensee makes for purposes of adapting the RD for use with Licensee’s Products, subject to Microchip’s (i) rights in the underlying RD and (ii) perpetual, worldwide, unlimited, royalty and fee free, transferable, sublicensable license to use, modify, copy, and distribute derivative works made by Licensee, which Licensee hereby grants. Licensee, on behalf of itself and its affiliates, agrees to, and does hereby, assign to Microchip or its designee all right, title, and interest (including all intellectual property rights) in and to any incremental modifications to the RD. Licensee will take (and will cause its affiliates, their subcontractors, and all related individuals to take) all action as may be reasonably necessary, proper, or advisable to perfect and secure the ownership, licenses, intellectual property, and other rights of or to Microchip as set forth in this Agreement. All rights not expressly granted under this Agreement are reserved to Microchip and its licensors and suppliers, and there are no implied rights. Licensee retains all right, title, and interest in and to any technology independently developed by Licensee not derived, directly or indirectly, from the Microchip Property or any other item of tangible property provided to Licensee by Microchip hereunder.  

7. Termination

This Agreement starts when accepted by Licensee and continues until terminated as provided in this Agreement. This Agreement automatically terminates if Licensee violates the restrictions set forth in Section 1, 2, or 4(a). Microchip may terminate this Agreement immediately upon notice if (a) Licensee or its affiliates become competitors of Microchip, or (b) Licensee breaches any other term of this Agreement and does not cure such breach within 30 days after receipt of written notice of such breach from Microchip. Upon termination of this Agreement, (i) the license grants and rights in Section 1 and 2(b) terminate, and (ii) Licensee will return to Microchip or destroy (and certify the destruction of) all Microchip Property and Confidential Information in its possession or under its control, and all copies thereof. Sections 2(b)(ii), 3, 4, 5, 6, 7, 8, 9, 10, and 11 survive termination of this Agreement.  

8. EU Consumers – Applicable Terms

WHERE LICENSEE IS A CONSUMER LOCATED IN EUROPE, THE FOLLOWING PROVISIONS APPLY INSTEAD OF SECTIONS 9 AND 10 BELOW: Microchip and its licensors will not be liable (a) for any loss suffered by Licensee in connection with the RD where such loss was not reasonably foreseeable when the RD was first downloaded by Licensee, even if such loss was the result of negligence or the failure of Microchip and its licensors to comply with this Agreement; or (b) irrespective of the basis of claim, for any loss of revenue, profit, or other business or economic loss suffered. Some RDs are made available to Licensee free of charge, and Licensee may at any time download further copies without charge to replace the RD initially downloaded and others may require a fee to be downloaded, or to download any further copies. In all circumstances, to the extent liability may lawfully be limited or excluded, the cumulative liability of Microchip and its licensors will not exceed US$1,000 (or equivalent sum in the currency of the country in which Licensee resides). However, none of the foregoing limits or excludes any liability for death or personal injury arising from negligence or for fraud, fraudulent misrepresentation, or any other cause that by law cannot be excluded and limited.

9. Warranty Disclaimers

EXCEPT FOR CONSUMERS TO WHOM SECTION 8 APPLIES, THE RD IS LICENSED ON AN "AS-IS" BASIS. MICROCHIP MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE RD, WHETHER EXPRESS, IMPLIED, STAUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. MICROCHIP AND ITS LICENSORS HAVE NO OBLIGATION TO CORRECT ANY DEFECTS IN THE RD. TECHNICAL ASSISTANCE, IF PROVIDED, WILL NOT EXPAND THESE WARRANTIES. IF CUSTOMER IS A CONSUMER, THE ABOVE WILL NOT ACT TO EXCLUDE YOUR STATUTORY RIGHTS.

10. Limited Liability

EXCEPT FOR CONSUMERS TO WHOM SECTION 8 APPLIES, IN NO EVENT WILL MICROCHIP BE LIABLE, WHETHER IN CONTRACT, WARRANTY, REPRESENTATION, TORT, STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND WHATSOEVER, HOWEVER CAUSED, OR ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, OR INTERRUPTION OF BUSINESS ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF MICROCHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MICROCHIP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED US$1,000.

11. General

(a) This Agreement is governed by and is to be construed in accordance with the laws of the State of Arizona and the United States, without regard to conflicts of law provisions. The parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts in Maricopa County, Arizona for any dispute relating to this Agreement. WHERE LICENSEE IS A CONSUMER LOCATED IN EUROPE, this Agreement is subject to the laws of the country in which the RD is downloaded, and, to the extent so mandated by such laws, subject to the jurisdiction of the courts of that country. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods in connection with this Agreement.

(b) Unless the parties have a mutually executed agreement relating to the licensing of this RD by Microchip to Licensee (“Signed Agreement”), this Agreement constitutes the entire agreement between the parties with respect to the RD and supersedes and replaces prior or contemporaneous written or verbal agreements or communications between the parties regarding the RD, including any purchase orders. If the parties have a Signed Agreement, this Agreement does not supersede or replace that Signed Agreement. This Agreement may not be modified except by a written agreement signed by an authorized representative of Microchip. Microchip reserves the right to update this Agreement from time to time and to replace the existing Agreement without notice to Licensee. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of this Agreement, and no waiver is effective unless made in writing and signed by an authorized representative of the waiving party.

(c) Licensee agrees to comply with all import and export laws and restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority.

(d) This Agreement binds and inures to the benefit of the parties and each party’s permitted successors and assigns. Licensee may not assign this Agreement in whole or in part, whether by law or otherwise, without Microchip’s prior written consent. Any merger, consolidation, amalgamation, reorganization, transfer of all or substantially all assets or other change in control or majority ownership ("Change of Control") is considered an assignment for the purpose of this Section. Any attempt to assign this Agreement without such consent is null and void. Microchip may assign this Agreement, including to an affiliate and in the event of a Change of Control.

(e) Licensee acknowledges its breach of any confidentiality or proprietary rights provision of this Agreement would cause Microchip irreparable damage, for which the award of damages would not be an adequate remedy. Licensee, therefore, agrees if Microchip alleges that Licensee has breached or violated any such provisions then Microchip may seek equitable relief, in addition to all other remedies at law or in equity.

(f) Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the RD is being licensed to U.S. Government end users (i) only as Commercial Items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of the applicable Microchip licenses. To the extent the RD (or a portion thereof) qualifies as ‘technical data’ as such term is defined in 48 C.F.R. §252.227-7015(a)(5), then its use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in subparagraphs (a) through (e) of the Rights in Technical Data clause at 48 C.F.R. §252.227-7015. Contractor/manufacturer is Microchip Technology Inc., 2355 W. Chandler Blvd., Chandler, AZ 85224-6199.

Questions about this Agreement should be sent to: Microchip Technology Inc., 2355 W. Chandler Blvd., Chandler, AZ 85224-6199 USA. ATTN: Marketing.

Copyright © 2024 Microchip Technology Inc., and its affiliates. All rights reserved.

V04-03-24