PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE OML FORMAT.
DOWNLOADING OR USING THE OML FORMAT INDICATES PARTICIPANT’S COMPLETE AND
UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF
YOU DO NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE THE OML FORMAT
AND IMMEDIATELY DELETE ALL COPIES IN YOUR POSSESSION
OPEN MANUFACTURING LANGUAGE INITIATIVE PARTICIPANT AGREEMENT
This Open Manufacturing Language (“OML”) Initiative Participant Agreement (“Agreement”) between Mentor Graphics Corporation (“Mentor Graphics”) and ___________________________ (“Participant”) is effective as of  (“Effective Date”).
Mentor Graphics has created the OML Format and improves it from time to time with updates. Mentor Graphics wishes to support widespread use of the OML Format by participants in the electronics industry (“OML Initiative”).
Mentor Graphics and Participant agree as follows:
1.1 “OML Format” means an OML communication format developed by Mentor Graphics, the specification of which may be downloaded from the Website.
1.2 “Participant Products” means the following Participant products: ________________________________________________
1.3 “Website” means the OML Initiative website at [www.omlcommunity.com].
2. LICENSE GRANT
Mentor Graphics grants to Participant a nontransferable, nonexclusive license to use the OML Format solely to
develop, test and support an interface with the Participant Products.
Mentor Graphics will provide updates to the OML Format to Participant as such updates become generally available to other participants. At its sole discretion and without any obligation whatsoever, Mentor Graphics may provide technical support to Participant for the OML Format. The latest copy of the specification will be made available to participants via the Website.
Participant will promote the integration between the OML Format and Participant Products by: (i) joining the OML Initiative as a “Participant” member, via the Website, to include providing a statement about Participant’s OML Format implementation for use in Mentor Graphics’ promotional materials and on the Website; (ii) allowing Mentor Graphics to use Participant’s logo in Mentor Graphics promotional materials and on the Website; and (iii) agreeing to the publication by Mentor Graphics of Participant’s support of the OML Initiative.
5. DISCLAIMER OF WARRANTY
THE OML FORMAT IS PROVIDED “AS-IS.” NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE OML FORMAT OR ANY OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
6. LIMITATION OF LIABILITY
EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT WILL MENTOR GRAPHICS OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF MENTOR GRAPHICS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION 6 WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
PARTICIPANT AGREES TO INDEMNIFY AND HOLD HARMLESS MENTOR GRAPHICS AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH PARTICIPANT’S: USE OF THE OML FORMAT; BREACH OR ALLEGED BREACH OF THESE TERMS; VIOLATION OF ANY LAW, RULE, REGULATION, CODE, STATUTE, ORDINANCE OR ORDER OF ANY GOVERNMENT OR QUASI-GOVERNMENT AGENCY INCLUDING, BUT NOT LIMITED TO, REGULATORY, ADMINISTRATIVE AND LEGISLATIVE AGENCIES; VIOLATION OF ANY THIRD PARTY’S RIGHTS INCLUDING, BUT NOT LIMITED TO, ANY INTELLECTUAL PROPERTY, PUBLICITY, CONFIDENTIALITY, PROPERTY OR PRIVACY RIGHT; MISREPRESENTATION OF ANY KIND; OR USE OF THE OML FORMAT IN OR FOR HAZARDOUS APPLICATIONS. IN MENTOR GRAPHICS’ SOLE DISCRETION, AT PARTICIPANT’S EXPENSE, MENTOR GRAPHICS MAY ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY PARTICIPANT. PARTICIPANT AGREES TO COOPERATE AND COMPLY WITH MENTOR GRAPHICS’ DEFENSE OF ANY CLAIM. PARTICIPANT WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM HAVING AN IMPACT ON MENTOR GRAPHICS WITHOUT PRIOR WRITTEN CONSENT OF MENTOR GRAPHICS. THE PROVISIONS OF THIS SECTION 7 WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
Either party may terminate this Agreement without cause at any time upon 30 days written notice. Notwithstanding the foregoing, Mentor Graphics may terminate this Agreement immediately upon written notice if Participant fails to comply with the terms of this Agreement. Upon termination of this Agreement, Participant shall promptly cease further development of any interfaces and promptly return, or certify in writing deletion and destruction (including all copies) of, the OML Format to Mentor Graphics.
The OML Format is subject to regulation by local laws and European Union (“E.U.”) and United States (“U.S.”) government agencies, which prohibit export, re-export or diversion of certain products, information about the products, and direct or indirect products thereof, to certain countries and certain persons. Participant agrees that it will not export or re-export the OML Format in any manner without first obtaining all necessary approval from 3 appropriate local, E.U. and U.S. government agencies. If Participant wishes to disclose any information to Mentor Graphics that is subject to any E.U., U.S. or other applicable export restrictions, including without limitation the U.S. International Traffic in Arms Regulations (ITAR) or special controls under the Export Administration Regulations (EAR), Participant will notify Mentor Graphics personnel, in advance of each instance of disclosure, that such information is subject to such export restrictions.
10. U.S. GOVERNMENT LICENSE RIGHTS
The OML Format was developed entirely at private expense. The parties agree that all software is commercial computer software within the meaning of the applicable acquisition regulations. Accordingly, pursuant to U.S. FAR 48 CFR 12.212 and DFAR 48 CFR 227.7202, use, duplication and disclosure of services by or for the U.S. government or a U.S. government subcontractor is subject solely to these terms and conditions, which will supersede any conflicting terms or conditions in any government order document, except for provisions which are contrary to applicable mandatory federal laws.
11. THIRD PARTY BENEFICIARY
Mentor Graphics (Ireland) Limited, Microsoft Corporation and other licensors may be third party beneficiaries of this agreement with the right to enforce the obligations set forth herein.
12. CONTROLLING LAW
This Agreement will be governed by and construed under the laws of the state of Oregon without regard to conflict of law rules. All disputes arising out of or in relation to this Agreement will be submitted to the exclusive jurisdiction of the courts of Portland, Oregon. Nothing in this section will restrict Mentor Graphics’ right to bring an action (including for example a motion for injunctive relief) against Participant in the jurisdiction where Participant is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.
This Agreement does not transfer any intellectual property rights from Mentor Graphics or a third party to Participant, and Participant does not acquire any ownership interest or rights in the OML Format. Neither this Agreement nor Participant’s use of the OML Format create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Participant and Mentor Graphics. Waiver of terms or excuse of breach must be in writing and will not constitute subsequent consent, waiver or excuse.