[meta-freescale] [PATCH] add NXP-EULA licenses

chunrong.guo at nxp.com chunrong.guo at nxp.com
Thu Jul 26 01:11:13 PDT 2018

From: Chunrong Guo <chunrong.guo at nxp.com>

Signed-off-by: Chunrong Guo <chunrong.guo at nxp.com>
 custom-licenses/NXP-EULA | 387 +++++++++++++++++++++++++++++++++++++++++++++++
 1 file changed, 387 insertions(+)
 create mode 100644 custom-licenses/NXP-EULA

diff --git a/custom-licenses/NXP-EULA b/custom-licenses/NXP-EULA
new file mode 100644
index 0000000..bbe4d1c
--- /dev/null
+++ b/custom-licenses/NXP-EULA
@@ -0,0 +1,387 @@
+IMPORTANT. Read the following NXP Semiconductors Software License Agreement
+("Agreement") completely. By downloading and using files in this project,
+you indicate that you accept the terms of the Agreement and you acknowledge
+that you have the authority, for yourself or on behalf of your company, to
+bind your company to these terms. You may then download or install the file.
+This is a legal agreement between you, as an authorized representative of your
+employer, or if you have no employer, as an individual (together "you"), and
+Freescale Semiconductor, Inc., a wholly-owned subsidiary of NXP Semiconductors
+N.V. ("NXP"). It concerns your rights to use the software identified in the
+Software Content Register and provided to you in binary or source code form and
+any accompanying written materials (the "Licensed Software"). The Licensed
+Software may include any updates or error corrections or documentation relating
+to the Licensed Software provided to you by NXP under this License. In
+consideration for NXP allowing you to access the Licensed 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 or install the Licensed Software.
+If you change your mind later, stop using the Licensed Software and delete all
+copies of the Licensed Software in your possession or control. Any copies of the
+Licensed 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.
+1.1. "Affiliates" means, any corporation, or entity directly or indirectly
+controlled by, controlling, or under common control with NXP Semiconductors N.V.
+1.2. "Essential Patent" means a patent to the limited extent that infringement
+of such patent cannot be avoided in remaining compliant with the technology
+standards implicated by the usage of any of the Licensed Software, including
+optional implementation of the standards, on technical but not commercial
+grounds, taking into account normal technical practice and the state of the art
+generally available at the time of standardization.
+1.3. "Intellectual Property Rights" means any and all rights under statute,
+common law or equity in and under copyrights, trade secrets, and patents
+(including utility models), and analogous rights throughout the world, including
+any applications for and the right to apply for, any of the foregoing.
+1.4. "Software Content Register" means the documentation accompanying the
+Licensed Software which identifies the contents of the Licensed Software,
+including but not limited to identification of any Third Party Software.
+1.5. "Third Party Software" means, any software included in the Licensed
+Software that is not NXP Proprietary software, and is not open source software,
+and to which different license terms may apply.
+2.1. Separate license grants to Third Party Software, or other terms applicable
+to the Licensed Software if different from those granted in this Section 2, are
+contained in Appendix A. The Licensed Software is accompanied by a Software
+Content Register which will identify that portion of the Licensed Software, if
+any, that is subject to the different terms in Appendix A.
+2.2. Exclusively in connection with your development and distribution of product
+containing a programmable processing unit (e.g. a microprocessor, microcontroller,
+sensor or digital signal processor) supplied directly or indirectly from NXP
+("Authorized System") NXP grants you a world-wide, personal, non-transferable,
+non-exclusive, non-sublicensable, license, under NXP's Intellectual Property
+(a) to use and reproduce the Licensed Software only as part of, or integrated
+within, Authorized Systems and not on a standalone basis;
+(b) to directly or indirectly manufacture, demonstrate, copy, distribute, market
+and sell the Licensed Software in object code (machine readable) only as part of,
+or embedded within, Authorized Systems in object code form and not on a standalone
+basis. Notwithstanding the foregoing, those files marked as .h files ("Header
+files") may be distributed in source or object code form, but only as part of,
+or embedded within Authorized Systems.
+(c) to copy, use and distribute as needed, solely in connection with an Authorized
+System, proprietary NXP information associated with the Licensed Software for
+the purpose of developing, maintaining and supporting Authorized Systems with
+which the Licensed Software is integrated or associated.
+2.3. For NXP Licensed Software provided to you in source code form (human
+readable), NXP further grants to you a worldwide, personal, non-transferable,
+non-exclusive, non-sublicensable, license, under NXP's Intellectual Property
+(a) to prepare derivative works of the Licensed Software, only as part of, or
+integrated within, Authorized Systems and not on a standalone basis;
+(b) to use, demonstrate, copy, distribute, market and sell the derivative works
+of the Licensed Software in object code (machine readable) only as part of, or
+integrated within, Authorized Systems and not on a standalone basis.
+Notwithstanding the foregoing, those files marked as .h files ("Header files")
+may be distributed in source or object code form, but only as part of, or
+embedded within Authorized Systems.
+2.4. You may use subcontractors on your premises to exercise your rights under
+Section 2.2 and 2.3 so long as you have an agreement in place with the
+ subcontractor containing confidentiality restrictions no less stringent than
+those contained in this Agreement. You will remain liable for your subcontractors'
+adherence to the terms of this Agreement and for any and all acts and omissions
+of such subcontractors with respect to this Agreement and the Licensed Software.
+3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual
+property rights that would be infringed by the Licensed Software prior to your
+preparation of any derivative work.
+3.2. The Licensed Software is licensed to you, not sold. Title to Licensed
+Software delivered hereunder remains vested in NXP or NXP's licensor and cannot
+be assigned or transferred. You are expressly forbidden from selling or
+otherwise distributing the Licensed Software, or any portion thereof, except as
+expressly permitted herein. This Agreement does not grant to you any implied
+rights under any NXP or third party intellectual property.
+3.3. You may not translate, reverse engineer, decompile, or disassemble the
+Licensed Software except to the extent applicable law specifically prohibits
+such restriction. You must prohibit your sub-licensees from translating, reverse
+engineering, decompiling, or disassembling the Licensed Software except to the
+extent applicable law specifically prohibits such restriction.
+3.4. You must reproduce any and all of NXP's (or its third party licensor's)
+copyright notices and other proprietary legends on copies of Licensed Software.
+3.5. If you distribute the Licensed Software to the United States Government,
+then the Licensed Software is "restricted computer software" and is subject to
+FAR 52.227-19 (c)(1) and (c)(2).
+3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, perpetual,
+worldwide, royalty-free, sub-licensable license under your Intellectual Property
+Rights to use without restriction and for any purpose any suggestion, comment or
+other feedback related to the Licensed Software (including, but not limited to,
+error corrections and bug fixes).
+3.7. You will not take or fail to take any action that could subject the Licensed
+Software to an Excluded License. An Excluded License means any license that
+requires, as a condition of use, modification or distribution of software subject
+to the Excluded License, that such software or other software combined and/or
+distributed with the software be (i) disclosed or distributed in source code form;
+(ii) licensed for the purpose of making derivative works; or (iii) redistributable
+at no charge.
+3.8. You may not publish or distribute information, results or data associated
+with the use of the Licensed Software to anyone other than NXP; however, you
+must advise NXP of any results obtained including any problems or suggested
+improvements thereof. NXP retains the right to use such results and related
+information in any manner it deems appropriate.
+4. OPEN SOURCE. Open source software included in the Licensed Software is not
+licensed under the terms of this Agreement, but is instead licensed under the
+terms of the applicable open source license(s), such as the BSD License, Apache
+License or the GNU Lesser General Public License. Your use of the open source
+software is subject to the terms of each applicable license. You must agree to
+the terms of each applicable license, or you cannot use the open source software.
+5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP's ownership interest in the
+underlying Licensed Software, all intellectual property rights associated with,
+and title to, your Authorized System will be retained by or will vest in you.
+Your modifications to the Licensed Software, and all intellectual property
+rights associated with, and title thereto, will be the property of NXP. Upon
+request, you must provide NXP the source code of any derivative of the Licensed
+Software. You agree to assign all, and hereby do assign all rights, title, and
+interest to any such modifications to the Licensed Software to NXP and agree to
+provide all assistance reasonably requested by NXP to establish, preserve or
+enforce such right. Further, you agree to waive all moral rights relating to your
+modifications to the Licensed Software, including, without limitation, all rights
+of identification of authorship and all rights of approval, restriction, or
+limitation on use or subsequent modification. Notwithstanding the foregoing, you
+will have the license rights granted in Section 2 hereto to any such modifications
+made by you or your licensees.
+6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the rights
+granted to you under this Agreement, you covenant not to sue or otherwise assert
+your patents against NXP, a NXP Affiliate or subsidiary, or a NXP licensee of
+the Licensed Software for infringement of your Intellectual Property Rights by
+the manufacture, use, sale, offer for sale, importation or other disposition or
+promotion of the Licensed Software and/or any redistributed portions of the
+Licensed Software.
+7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses for any
+relevant Essential Patents for your use in connection with technology that you
+incorporate into your product (whether as part of the Licensed Software or not).
+8. TERM AND TERMINATION. This Agreement will remain in effect unless terminated
+as provided in this Section 8.
+8.1. You may terminate this Agreement immediately upon written notice to NXP at
+the address provided below.
+8.2. Either party may terminate this Agreement if the other party is in default
+of any of the terms and conditions of this Agreement, and termination is effective
+if the defaulting party fails to correct such default within 30 days after written
+notice thereof by the non-defaulting party to the defaulting party at the address
+8.3. Notwithstanding the foregoing, NXP may terminate this Agreement immediately
+upon written notice if you: breach any of your confidentiality obligations or
+the license restrictions under this Agreement; become bankrupt, insolvent, or
+file a petition for bankruptcy or insolvency, make an assignment for the benefit
+of its creditors; enter proceedings for winding up or dissolution ;are dissolved;
+or are nationalized or become subject to the expropriation of all or substantially
+all of its business or assets.
+8.4. Upon termination of this Agreement, all licenses granted under Section 2
+will expire, except that any licenses extended to end-users pursuant to Sections
+2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such termination
+will survive.
+8.5. After termination of this Agreement by either party and upon NXP's written
+request, you will, at your discretion, return to the NXP any confidential
+information including all copies thereof or furnish to NXP at the address below,
+a statement certifying, with respect to the Licensed Software delivered hereunder
+that the original and all copies, except for archival copies to be used solely
+for dispute resolution purposes, in whole or in part, in any form, of the
+Licensed Software have been destroyed.
+8.6. Notwithstanding the termination of this Agreement for any reason, the terms
+of Sections 1, 3, 5 through 25 will survive.
+9. SUPPORT. NXP is not obligated to provide any support, upgrades or new releases
+of the Licensed Software under this Agreement. If you wish, you may contact NXP
+and report problems and provide suggestions regarding the Licensed Software. NXP
+has no obligation to respond to such a problem report or suggestion. NXP may make
+changes to the Licensed Software at any time, without any obligation to notify
+or provide updated versions of the Licensed Software to you.
+10. NO WARRANTY. To the maximum extent permitted by law, NXP expressly disclaims
+any warranty for the Licensed Software. The Licensed 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 licensed software, or any systems you design using the
+licensed software (if any).
+11. INDEMNITY. You agree to fully defend and indemnify NXP from all claims,
+liabilities, and costs (including reasonable attorney's fees) related to (1)
+your use (including your contractors or distributee's use, if permitted) of
+the Licensed Software or (2) your violation of the terms and conditions of this
+13. EXPORT COMPLIANCE. Each party shall comply with all applicable export and
+import control laws and regulations including but not limited to the US Export
+Administration Regulations (including prohibited party lists issued by other
+federal governments), Catch-all regulations and all national and international
+embargoes. Each party further agrees that it will not knowingly transfer, divert,
+export or re-export, directly or indirectly, any product, software, including
+software source code, or technology restricted by such regulations or by other
+applicable national regulations, received from the other party under this
+Agreement, or any direct product of such software or technical data to any
+person, firm, entity, country or destination to which such transfer, diversion,
+export or re-export is restricted or prohibited, without obtaining prior written
+authorization from the applicable competent government authorities to the extent
+required by those laws.
+14.1. If you sell Authorized Systems directly to any government or public entity,
+including U.S., state, local, foreign or international governments or public
+entities, or indirectly via a prime contractor or subcontractor of such
+governments or entities, NXP makes no representations, certifications, or
+warranties whatsoever about compliance with government or public entity
+acquisition statutes or regulations, including, without limitation, statutes
+or regulations that may relate to pricing, quality, origin or content.
+14.2. The Licensed Software has been developed at private expense and is a
+"Commercial Item" as defined in 48 C.F.R. 2.101, consisting of "Commercial
+Computer Software", and/or "Commercial Computer Software Documentation," as
+such terms are used in 48 C.F.R. 12.212 (or 48 C.F.R. 227.7202, as applicable)
+and may only be licensed to or shared with U.S. Government end users in object
+code form as part of, or embedded within, Authorized Systems. Any agreement
+pursuant to which you share the Licensed Software will include a provision that
+reiterates the limitations of this document and requires all sub-agreements to
+similarly contain such limitations.
+15.1. In some cases, NXP may promote certain Licensed Software for use in
+safety-related applications. NXP's goal is to educate licensees so that they
+can design their own end-product solutions to meet applicable functional safety
+standards and requirements. You make the ultimate design decisions regarding
+your products and are solely responsible for compliance with all legal,
+regulatory, safety, and security related requirements concerning your products,
+regardless of any information or support that may be provided by NXP. Accordingly,
+you will indemnify and hold NXP harmless from any claims, liabilities, damages
+and associated costs and expenses (including attorneys' fees) that NXP may incur
+related to your incorporation of any product in a safety-critical application or
+15.2. Only Licensed Software that NXP has specifically designated as "Automotive
+Qualified" is intended for use in automotive, military, or aerospace applications
+or environments. If you use Licensed Software that has not been designated as
+"Automotive Qualified" in an automotive, military, or aerospace application or
+environment, you do so at your own risk.
+15.3. Licensed Software is not intended or authorized for any use in anti-personnel
+16. CHOICE OF LAW; VENUE. This Agreement will be governed by, construed, and
+enforced in accordance with the laws of the State of Texas, USA, without regard
+to conflicts of laws principles, will apply to all matters relating to this
+Agreement or the Licensed Software, and you agree that any litigation will be
+subject to the exclusive jurisdiction of the state or federal courts Texas, USA.
+The United Nations Convention on Contracts for the International Sale of Goods
+will not apply to this document.
+17. CONFIDENTIAL INFORMATION. Subject to the license grants and restrictions
+contained herein, you must treat the Licensed Software as confidential information
+and you agree to retain the Licensed Software in confidence perpetually, with
+respect to Licensed Software in source code form (human readable), or for a period
+of five (5) years from the date of termination of this Agreement, with respect
+to all other parts of the Licensed Software. During this period, you may not
+disclose any part of the Licensed Software to anyone other than employees who
+have a need to know of the Licensed Software and who have executed written
+agreements obligating them to protect such Licensed Software to at least the
+same degree of care as in this Agreement. You agree to use the same degree of
+care, but no less than a reasonable degree of care, with the Licensed Software
+as you do with your own confidential information. You may disclose Licensed
+Software to the extent required by a court or under operation of law or order
+provided that you notify NXP of such requirement prior to disclosure, which you
+only disclose information required, and that you allow NXP the opportunity to
+object to such court or other legal body requiring such disclosure.
+18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand names,
+or logos.
+19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
+you and NXP 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, signed by you and NXP.
+20. 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 NXP 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.
+21. NO WAIVER. The waiver by NXP 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.
+22. AUDIT. You will keep full, clear and accurate records with respect to your
+compliance with the limited license rights granted under this Agreement for three
+years following expiration or termination of this Agreement. NXP will have the
+right, either itself or through an independent certified public accountant to
+examine and audit, at NXP's expense, not more than once a year, and during normal
+business hours, all such records that may bear upon your compliance with the
+limited license rights granted above. You must make prompt adjustment to compensate
+for any errors and/or omissions disclosed by such examination or audit.
+23. NOTICES. All notices and communications under this Agreement will be made in
+writing, and will be effective when received at the following addresses:
+	NXP:	Freescale Semiconductor, Inc.
+		6501 William Cannon West  OE62
+		Austin, Texas 78735
+		ATTN: Legal Department
+	You:	The address provided at registration will be used.
+24. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing
+in this Agreement will be construed to create any partnership, joint venture,
+or similar relationship. Neither party is authorized to bind the other to any
+obligations with third parties.
+25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and inure to
+the benefit of the parties and their permitted successors and assigns. You may
+not assign this Agreement, or any part of this Agreement, without the prior
+written approval of NXP, which approval will not be unreasonably withheld or

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