LICENSE.Freescale

FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you (either as an individual or as an
authorized representative of your employer) and Freescale Semiconductor,
Inc. ("Freescale"). It concerns your rights to use this file and any
accompanying written materials (the "Software"). In consideration for
Freescale allowing you to access the Software, you are agreeing to be
bound by the terms of this Agreement. If you do not agree to all of the
terms of this Agreement, do not download the Software. If you change your
mind later, stop using the Software and delete all copies of the Software
in your possession or control. Any copies of the Software that you have
already distributed, where permitted, and do not destroy will continue
to be governed by this Agreement. Your prior use will also continue to
be governed by this Agreement.

LICENSE GRANT.  Freescale grants to you, free of charge, the
non-exclusive, non-transferable right (1) to use the Software, (2) to
reproduce the Software, (3) to prepare derivative works of the Software,
(4) to distribute the Software and derivative works thereof in source
(human-readable) form and object (machine readable) form, and (5) to
sublicense to others the right to use the distributed Software. If you
violate any of the terms or restrictions of this Agreement, Freescale
may immediately terminate this Agreement, and require that you stop
using and delete all copies of the Software in your possession or control.

COPYRIGHT.  The Software is licensed to you, not sold. Freescale
owns the Software, and United States copyright laws and international
treaty provisions protect the Software. Therefore, you must treat the
Software like any other copyrighted material (e.g. a book or musical
recording). You may not use or copy the Software for any other purpose
than what is described in this Agreement. Except as expressly provided
herein, Freescale does not grant to you any express or implied rights
under any Freescale or third-party patents, copyrights, trademarks, or
trade secrets. Additionally, you must reproduce and apply any copyright or
other proprietary rights notices included on or embedded in the Software
to any copies or derivative works made thereof, in whole or in part,
if any.

SUPPORT.  Freescale is NOT obligated to provide any support, upgrades or
new releases of the Software. If you wish, you may contact Freescale and
report problems and provide suggestions regarding the Software. Freescale
has no obligation whatsoever to respond in any way to such a problem
report or suggestion. Freescale may make changes to the Software at any
time, without any obligation to notify or provide updated versions of
the Software to you.

NO WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE EXPRESSLY
DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED AS
IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK
ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS
YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE
CONSTRUED AS A WARRANTY OR REPRESENTATION BY FREESCALE THAT THE SOFTWARE
OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE
WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF
THIRD PARTIES.

INDEMNITY.  You agree to fully defend and indemnify Freescale from any and
all claims, liabilities, and costs (including reasonable attorney's fees)
related to (1) your use (including your sublicensee's use, if permitted)
of the Software or (2) your violation of the terms and conditions of
this Agreement.

LIMITATION OF LIABILITY.  IN NO EVENT WILL FREESCALE BE LIABLE, WHETHER
IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL
LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY
BE DISCLAIMED BY LAW.

COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS.  This software may be subject
to the U.S. Export Regulations and/or the regulatory authority of the
country in which the download takes place. By downloading this software
you understand and agree to comply with all applicable export control
regulations when further transferring or exporting the software either
as downloaded or as integrated into other software or commodities.

GOVERNMENT USE.  Use of the Software and any corresponding documentation,
if any, is provided with RESTRICTED RIGHTS. Use, duplication or
disclosure by the Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and
(2) of the Commercial Computer Software--Restricted Rights at 48 CFR
52.227-19, as applicable. Manufacturer is Freescale Semiconductor, Inc.,
6501 William Cannon Drive West, Austin, TX, 78735.

HIGH RISK ACTIVITIES.  You acknowledge that the Software is not fault
tolerant and is not designed, manufactured or intended by Freescale for
incorporation into products intended for use or resale in on-line control
equipment in hazardous, dangerous to life or potentially life-threatening
environments requiring fail-safe performance, such as in the operation
of nuclear facilities, aircraft navigation or communication systems, air
traffic control, direct life support machines or weapons systems, in which
the failure of products could lead directly to death, personal injury
or severe physical or environmental damage (High Risk Activities). You
specifically represent and warrant that you will not use the Software
or any derivative work of the Software for High Risk Activities.

CHOICE OF LAW; VENUE; LIMITATIONS.  You agree that the statutes and
laws of the United States and the State of Texas, USA, without regard
to conflicts of laws principles, will apply to all matters relating to
this Agreement or the Software, and you agree that any litigation will
be subject to the exclusive jurisdiction of the state or federal courts
in Texas, USA. You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to this
Agreement or the Software must be filed within one (1) year after such
claim or cause of action arose or be forever barred.

PRODUCT LABELING.  You are not authorized to use any Freescale trademarks,
brand names, or logos.

ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between you and Freescale regarding the subject matter of this Agreement,
and supersedes all prior communications, negotiations, understandings,
agreements or representations, either written or oral, if any. This
Agreement may only be amended in written form, executed by you and
Freescale.

SEVERABILITY.  If any provision of this Agreement is held for any reason
to be invalid or unenforceable, then the remaining provisions of this
Agreement will be unimpaired and, unless a modification or replacement
of the invalid or unenforceable provision is further held to deprive
you or Freescale of a material benefit, in which case the Agreement
will immediately terminate, the invalid or unenforceable provision will
be replaced with a provision that is valid and enforceable and that
comes closest to the intention underlying the invalid or unenforceable
provision.

NO WAIVER.  The waiver by Freescale of any breach of any provision of
this Agreement will not operate or be construed as a waiver of any other
or a subsequent breach of the same or a different provision.