Intel's Movidius(TM) Myriad(TM) Development Kit (MDK) - MvNCAPI-ma<version>.mvcmd

MOVIDIUS SOFTWARE DEVELOPMENT LICENSE AGREEMENT

THIS AGREEMENT is entered into as of the Effective Date (defined below)                             

BETWEEN:

1.	MOVIDIUS LIMITED a company incorporated in Ireland under company number 408970 and having its 
registered office at O'Connell Bridge House, 1st Floor, D'Olier Street, Dublin 2, Ireland (the "Licensor"); 
and

2.	[FULL CORPORATE NAME] a company incorporated in [ ] under company number [ ] with registered 
and/or principal offices at [ ] (the "Licensee").

BACKGROUND 

The Licensor wishes to make available to the Licensee via the Movidius.org website and otherwise certain 
information, documents, software, products and materials for use by or on behalf of the Licensee for the 
Permitted Purpose. The Licensor wishes to grant a license to the Licensee to use the Materials subject to and in 
accordance with the terms of this Agreement. 

IT IS AGREED, in consideration of the mutual covenants and undertakings herein contained, as follows:

1	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement, the following words and phrases shall have the meanings given to them below, 
save where the context otherwise requires:

"Affiliate"
in relation to a body corporate, any other entity which directly or indirectly 
Controls, is Controlled by, or is under direct or indirect common Control with, 
that body corporate from time to time; 
"Agreement" 
this license agreement;
"Confidential 
Information"
the Licensee's Confidential Information and/or the Licensor's Confidential 
Information;
"Control"
means that a person possesses, directly or indirectly, the power to direct or 
cause the direction of the management and policies of the other person 
(whether through the ownership of voting shares, by contract or otherwise) 
and "Controls" and "Controlled" shall be interpreted accordingly;
"Effective Date"
"Initial 
Evaluation Date"
the date on which this Agreement is signed by both parties;
the date 60 days after the Effective Date;
"Intellectual 
Property Rights" 
or "IPRs" 
(a)	copyright, rights related to or affording protection similar to copyright, 
rights in databases, patents and rights in inventions, semi-conductor 
topography rights, trade marks, rights in Internet domain names and 
website addresses and other rights in trade names, designs, Know-
How, trade secrets and other rights in Confidential Information;
(b)	applications for registration, and the right to apply for registration, for 
any of the rights listed at (a) above that are capable of being registered 
in any country or jurisdiction; and
(c)	all other rights having equivalent or similar effect in any country or 
jurisdiction;
"Know-How" 
all ideas, concepts, schemes, information, knowledge techniques, 
methodology and anything else in the nature of know-how relating to the 
Software;
"Law"
any applicable law, statute, bye-law, regulation, order, regulatory policy, 
guidance or industry code, rule of court or directives or requirements of any 
relevant regulatory body; 
"Licensee's 
Confidential 
Information" 
any information, however it is conveyed, that relates to the business, affairs, 
developments, trade secrets, know-how, personnel, and suppliers of the 
Licensee, including all IPRs, together with all information derived from any of 
the above, and any other information clearly designated as being confidential 
(whether or not it is marked "confidential") or which ought reasonably be 
considered to be confidential;
"Licensor's 
Background 
IPRs" 
(a)	IPRs owned by the Licensor before the Effective Date, for example 
those subsisting in the Licensor's proprietary semiconductor 
topographies, standard development tools, program components or 
standard code used in computer programming or in physical or 
electronic media containing the Licensor's Know-How or generic 
business methodologies; and/or 
(b)	IPRs created by the Licensor independently of this Agreement; 
but excluding IPRs owned by the Licensor subsisting in the Licensor Software;
"Licensor's 
Confidential 
Information"
any information, however it is conveyed that relates to the business, affairs, 
developments, trade secrets, know-how, personnel and suppliers of the 
Licensor, including IPRs, together with all information derived from the 
above, and any other information clearly designated as being confidential 
(whether or not it is marked as "confidential") or which ought reasonably to 
be considered to be confidential;
"Licensor 
Silicon"
means the Licensor's proprietary integrated circuits 
"Materials"
means the information, documents, Software, products, documents, tools, 
utilities and materials made available by the Licensor to the Licensee via the 
Site and otherwise;
"Party"
Means each of Licensor and Licensee
"Permitted 
Purpose"
means the limited purpose(s) specified in paragraph 1 of Schedule 1;
"Site" 
means the Movidius.org website;
"Software" 
Means the Myrid2 MDK software (whether existing at the Effective Date or 
created subsequently) which is owned by the Licensor or an Affiliate of the 
Licensor and which is made available to the Licensee or the Licensee's 
Subsidiaries under this Agreement;
"Standard 
License Terms" 
such terms as include the non-exclusive, perpetual, irrevocable (subject to 
clause 7.1), royalty-free rights on the part of the Licensee to:
(a)	download, use, copy and modify the Materials and all IPRs in the 
Materials solely for the Permitted Purpose and exclusively in 
connection with the Licensor Silicon; and
(b)	grant limited sub-licenses to third parties, including without limitation 
to end-users, to use the IPRs in the Software solely for the Permitted 
Purpose and in connection with the use by end users of hardware 
products of the Licensee containing the Licensor Silicon, or of third 
party hardware products containing both Licensee's software and the 
Licensor Silicon, provided always that such sub-licenses shall prohibit 
the reverse engineering of the Software; 
"Sublicense 
Conditions" 
those conditions that Licensor is required to pass down to Licensee pursuant 
to agreements between Licensor and certain third parties that have licensed 
components of the Software to Licensor; and
"Subsidiary"
means anybody corporate under the direct or indirect Control of another.

1.2	In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice 
versa; (b) reference to a gender includes the other gender and the neuter; (c) references to any 
legislation, statutory provision or statutory instrument include a reference to that legislation, 
statutory provision or statutory instrument as amended, extended or re-enacted from time to time 
and to any regulations made under it; and (d) any phrase introduced by the words "including", 
"includes", "in particular", "for example" or similar shall be construed as illustrative and without 
limitation to the generality of the related general words.

1.3	The headings in this Agreement are for ease of reference only and shall not affect its interpretation.

2	LICENSE GRANT

               The Licensor hereby grants to the Licensee and each of its Subsidiaries (only for so long as they remain 
a Subsidiary of the Licensee) a license of the Materials and the Software on the Standard License 
Terms subject to the terms and conditions of this Agreement.  For the avoidance of doubt, sublicenses 
granted pursuant to section (b) of the Standard License Terms may include the right to grant further 
sublicenses so long as all such further sublicenses shall be limited to use of the IPRs in the Software 
for the Permitted Purpose and in connection with the use of hardware products of the Licensee 
containing the Licensor Silicon, or of third party hardware products containing both Licensee's 
software and the Licensor Silicon, provided always that such sub-licenses shall prohibit the reverse 
engineering or duplication of the Software. 

2.2     The license granted to Licensee is subject to the Sublicense Conditions specified in Schedule 2 with  
respect to certain components of the Software (each a "Component").

2.3          Licensee may obtain access to the Software only through those Licensee personnel ("Authorized 
Licensee Personnel") who are engaged in the Permitted Purpose and who have registered through 
the Access Registration Terms & Conditions at https://www.movidius.org/authorisation/terms

3	INTELLECTUAL PROPERTY RIGHTS

3.1	Except as expressly set out in this Agreement the Licensee shall not acquire any title, right, or interest 
in or to any Intellectual Property Rights of the Licensor or its licensors whether created in connection 
with this Agreement or otherwise, including (a) the Licensor Software; (b) any third party IPRs; or (c) 
the Licensor's Background IPRs.  All modifications, improvements and derivatives of the foregoing 
Intellectual Property Rights created in the course of this Agreement, whether by Licensor or Licensee, 
shall be owned by Licensor.

3.2	Where the Licensee acquires, by operation of law, title to IPRs that is inconsistent with the allocation 
of title set out in clause 3.1, it shall assign in writing such Intellectual Property Rights as it has 
acquired to the Licensor forthwith on the request of the Licensor (whenever made).

4	CONFIDENTIALITY

4.1	Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this 
Agreement, each party shall treat the other party's Confidential Information that is disclosed pursuant 
to this Agreement as confidential and safeguard it accordingly and not disclose the other party's 
Confidential Information to any other person without the owner's prior written consent.

4.2	Clause 4.1 shall not apply to the extent that (a) such disclosure is a requirement of Law placed upon 
the party making the disclosure; (b) such information was in the possession of the party making the 
disclosure without obligation of confidentiality prior to its disclosure by the information owner; (c) 
such information was obtained from a third party without obligation of confidentiality; (d) such 
information was already in the public domain at the time of disclosure otherwise than by a breach of 
this Agreement; or (e) it is independently developed without access to the other party's Confidential 
Information.

4.3	Each party may only disclose the Confidential Information of the other party to the personnel of the 
first party who are directly involved in the performance of this Agreement and who need to know the 
information, and shall ensure that such personnel are (i) aware of and shall comply with these 
obligations as to confidentiality and (ii) have signed a written confidentiality agreement with terms at 
least as restrictive as those in this Agreement. 

4.4	Neither party shall, and each party shall procure that its personnel do not, use any of the other party's 
Confidential Information received otherwise than for the purposes of this Agreement.

4.5	Nothing in this clause 4 shall prevent the Licensor from using any techniques, ideas or know-how 
gained during the performance of the Agreement in the course of its normal business to the extent 
that this use does not result in a disclosure of the other party's Confidential Information or an 
infringement of IPR.

4.6	This clause 4 shall only apply to Confidential Information disclosed pursuant to this Agreement.  
Nothing in this Agreement shall change either Party's obligations regarding Confidential Information 
disclosed pursuant to the Non-Disclosure Agreement signed [date], whether such disclosure 
happened before, or happens after, the Effective Date of this Agreement.

5	FEES

5.1	The Licensee shall pay to the Licensor a (once-off or periodic) license fee in respect of access to the 
Materials and the rights and licenses contained in this Agreement in the amount and payable at the 
frequency and otherwise on the terms specified in paragraph 2 of Schedule 1.

5.2	All sums payable under this license are exclusive of VAT or any applicable local sales taxes, for which 
the Licensee shall be responsible.

5.3	If the Licensee fails to make any payment due to the Licensor under this agreement by the due date 
for payment, then, without limiting the Licensor's remedies under clause 7, the Licensee shall pay 
interest on the overdue amount at the rate of 1.5% per month. Such interest shall accrue on a daily 
basis from the due date until actual payment of the overdue amount, whether before or after 
judgment. The Licensee shall pay the interest together with the overdue amount.

6	DISCLAIMER & LIMITATIONS ON LIABILITY

6.1	The Materials are provided "as is" and without warranty of any kind and all conditions, warranties or 
other terms which might have effect between the parties or be implied or incorporated into this 
license or any collateral contract, whether by statute, common law or otherwise, are hereby 
excluded, including the implied conditions, warranties or other terms as to satisfactory quality, 
merchantability, fitness for purpose, non-infringement of third party rights, the use of reasonable skill 
and care, or arising from any course of dealing or usages of trade.

6.2	Subject to the provisions of clause 6.1:

6.2.1	neither Party shall in any circumstances have any liability for any losses or damages which 
may be suffered by the other Party (or any person claiming under or through the other 
Party), whether the same are suffered directly or indirectly or are immediate or 
consequential, and whether the same arise in contract, tort (including negligence) or 
otherwise howsoever, which fall within any of the following categories:

(a)	special damage even if the other Party was aware of the circumstances in which such 
special damage could arise;

(b)	loss of profits;

(c)	loss of anticipated savings;

(d)	loss of business opportunity;

(e)	loss of goodwill;

(f)	loss or corruption of data,

provided that, subject to clause 6.2.2, this clause 6.2.1 shall not prevent claims for loss of or 
damage to the other Party's tangible property or any other claims for direct financial loss 
that are not excluded by any of categories (a) to (f) inclusive of this clause 6.2.1;

6.2.2	except for breach of the provisions of this Agreement regarding the Licensor's IPRs or 
Confidential Information, the total liability of the each Party, whether in contract, tort 
(including negligence) or otherwise and whether in connection with this license or any 
collateral contract, shall in no circumstances exceed a sum equal to the amounts becoming 
due and payable by Licensee to Licensor under this Agreement in the twelve months prior to 
the accrual of any claim for damages  and

6.2.3	each Party agrees that, in entering into this license, either it did not rely on any 
representations (whether written or oral) of any kind or of any person other than those 
expressly set out in this license or (if it did rely on any representations, whether written or 
oral, not expressly set out in this license) that it shall have no remedy in respect of such 
representations and (in either case) the Licensor shall have no liability in any circumstances 
otherwise than in accordance with the express terms of this license.

6.3	The exclusions in clauses 6.1 and 6.2 shall apply to the maximum extent permissible at law, but  does 
not exclude liability for:

6.3.1	death or personal injury caused by the negligence of the liable Party, its officers, employees, 
contractors or agents;

6.3.2	fraud or fraudulent misrepresentation;

6.3.3	any other liability which may not be excluded by law.

6.4	Neither Party will be liable to the other Party for (a) any indirect, special, consequential or purely 
economic loss or damage, or (b) any loss of profits, turnover, business opportunities, or damage to 
goodwill (whether direct or indirect).

6.5	The Parties expressly agree that if any limitation or provision contained or expressly referred to in this 
clause 6 is held to be invalid under any law, it will be deemed omitted to that extent, and if any Party 
becomes liable for loss or damage to which that limitation or provision applied, that liability will be 
subject to the remaining limitations and provisions set out in this clause 6.

6.6	Nothing in this clause 6 shall act to reduce or affect a Party's general duty to mitigate its loss.

7	TERMINATION

7.1	The Licensor may terminate this Agreement if the Licensee is in material breach of its obligations 
hereunder by giving the Licensee 14 days' written notice specifying the breach and requiring its 
remedy. If the Licensee fails to remedy the breach this Agreement shall terminate on the date which 
is 14 days after the date of the notice.

7.2	Either Party may terminate this Agreement by written notice to the other Party at any time during the 
period up to the Initial Evaluation Date with our without cause. The entitlement to so terminate this 
Agreement under this clause 7.2 shall lapse and be of no further effect after the Initial Evaluation 
Date.

7.3	The termination of this Agreement in accordance with clause 7 shall not prejudice or affect any right 
of action or remedy which accrued or thereafter accrues to either Party. All provisions which survive 
this Agreement (expressly or impliedly) shall remain in force and in effect following this termination 
or its expiry.

7.4	On termination or expiry of this Agreement (a) each Party shall (at the owner's option) return or 
destroy all material and information which it possesses or controls and was supplied to it by the other 
in connection with this Agreement; and (b) each Party shall provide written certification that it has 
complied with this clause and shall ensure that any sub-contractors and agents which it may have 
engaged do the same regarding any such material and information which they possessed and/or 
controlled.

7.5	Termination of this Agreement shall be without prejudice to any sub-licenses granted by the Licensee 
to end-users in accordance with this Agreement which shall continue in accordance with their 
relevant terms.

8	MISCELLANEOUS

8.1	The Licensee agrees and acknowledges that the Licensor's Software licensed under this Agreement is 
subject to export and import restrictions in certain countries and agrees to comply with all applicable 
international and national laws that apply to the Licensor's Software including the Irish export and 
local import administration regulations, as well as end-user, end-use and destination restrictions 
issued by Irish and other governments. 

8.2	The Licensee shall not assign, novate or otherwise dispose of, transfer, sub-contract or create any 
trust in relation to any or all of its rights and obligations under this Agreement without the prior 
written consent of the Licensor, provided however that in the event of Licensee's merger, 
consolidation, or purchase, Licensee may transfer or assign this Agreement to the new owner without 
the prior written consent of Licensor provided that the new owner agrees in writing to be bound to 
the obligations of the Licensee under this Agreement. 

8.3	The rights and remedies provided by this Agreement may be waived only in writing by the relevant 
Representative in a manner that expressly states that a waiver is intended, and such waiver shall only 
be operative with regard to the specific circumstances referred to.

8.4	Unless a right or remedy of the Licensee is expressed to be an exclusive right or remedy, the exercise 
of it by the Licensee is without prejudice to the Licensee's other rights and remedies.  Any failure to 
exercise or any delay in exercising a right or remedy by either Party shall not constitute a waiver of 
that right or remedy or of any other rights or remedies.

8.5	The rights and remedies provided by this Agreement are cumulative and, unless otherwise provided in 
this Agreement, are not exclusive of any right or remedies provided at law or in equity or otherwise 
under this Agreement.

8.6	Nothing in this Agreement is intended to create a partnership, or legal relationship of any kind that 
would impose liability upon one Party for the act or failure to act of the other Party, or to authorise 
either Party to act as agent for the other party.  Neither Party shall have authority to make 
representations, act in the name of, or on behalf of, or to otherwise bind the other Party.

8.7	If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court 
of competent jurisdiction, such provision shall be severed without effect to the remaining provisions.  
If a provision of this Agreement that is fundamental to the accomplishment of the purpose of this 
Agreement is held to any extent to be invalid, the Licensor and the Licensee shall immediately 
commence good faith negotiations to remedy that invalidity.

8.8	Each Party undertakes at the request of the other Party, and at the cost of the requesting Party to do 
all acts and execute all documents which may be necessary to give effect to the meaning of this 
Agreement.

8.9	This Agreement, together with the documents referred to in it, constitutes the entire agreement and 
understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels 
and nullifies any previous agreement between the Parties in relation to such matters notwithstanding 
the terms of any previous agreement or arrangement expressed to survive termination.

8.10	Each of the Parties acknowledges and agrees that in entering into this Agreement and the documents 
referred to in it does not rely on, and shall have no remedy in respect of, any statement, 
representation, warranty or undertaking (whether negligently or innocently made) other than as 
expressly set out in this Agreement. The only remedy available to either party in respect of any such 
statements, representation, warranty or understanding shall be for breach of contract under the 
terms of this Agreement.

8.11	This Agreement shall be governed by and construed in accordance with the laws of the State of 
California, USA and each Party agrees to submit to the exclusive venue and jurisdiction of the federal 
and state courts located in San Francisco, California, provided however that either Party may petition 
the courts of any applicable jurisdiction, without need to post bond or other security, for urgent 
injunctive or other similar relief to prevent breach of this Agreement by the other.
?
Schedule 1

1.
To facilitate the development of an interoperability software interface for facilitating the 
incorporation of Licensor Silicon into Licensee products.
2.

A once off Movidius.Org Access License Fee of US$500,000 which is payable 60 Days after the 
Effective Date (the Initial Evaluation Date).
3.
An Annual Renewal License Fee of US $70,000 first payable on the anniversary of the 
Effective Date and annually thereafter.



?
Schedule 2





Sublicense Conditions imposed by MCCI Corporation ("MCCI") on the MCCI Component. 

(i)	Licensee acknowledges that although copyrighted, the MCCI Component is unpublished  
and embodies valuable trade secrets proprietary to MCCI; 
(ii)	Licensee is prohibited from copying the MCCI Component, except for a reasonable 
number of back-up copies.
(iii)	Licensee is prohibited from providing access to the MCCI Component to any person for 
any purpose other than processing Licensee's internal data for the authorized use of the 
MCCI Component.
(iv)	Licensee acknowledges that the MCCI Component is classified as "Restricted Computer 
Software" and the US Government may acquire only "Restricted Rights" in the MCCI 
Component and its documentation.
(v)	Licensee is prohibited from exporting, licensing or otherwise transferring the MCCI 
Component in any form to any country where such transfer is prohibited by the United 
States Export Administration Act, or any successor legislation, or in violation of the laws 
of any other country.  

Sublicense Conditions imposed by MulticoreWare, Inc. ("MCW") on the MCW Component. 

(i)	Licensee shall reproduce, on all copies of the MCW Component, and not remove, alter or 
obscure in any way, all proprietary rights notices of MCW, or its contributors or 
licensors, on or within the copies of the MCW Component and any applicable 
documentation.

Sublicense Conditions imposed by CODECart Alliance S.R.L. ("CCA") on the CCA Component. 

(i)	Licensee is not allowed to copy, adapt, reverse engineer, decompile, disassemble, 
modify, adapt or make error corrections to the CCA Component in whole or in part. 
(ii)	Licensee may not use the CCA Component and related information to create any know-
how, algorithms, procedures or software whose expression is substantially similar to 
that of the CCA Component, nor use the foregoing in any manner that would be 
restricted by any IPRs subsisting in the CCA Component other than to the extent such 
IPRs are expressly licensed hereunder to Licensee.  
(iii)	Licensee may use the CCA Component only in order to conduct in-house checks for 
security breaches or debugging which may affect system level stability.


Sublicense Conditions imposed by standard provisions applicable to open source 
(i)	Licensee will be bound to those open source terms and conditions that are accepted by 
Licensee Authorized Personnel in the course of registering through the Access Registration 
Terms & Conditions at https://www.movidius.org/authorisation/terms  



[signature page follows]

Whereof this Agreement has been duly executed by the Parties.




Duly authorized for and on behalf of 
MOVIDIUS LIMITED

_________________________
Signature 
_________________________
Print name
_________________________
Title
_________________________
Date




Duly authorized for and on behalf of 
[FULL CORPORATE NAME]

_________________________
Signature 
_________________________
Print name
_________________________
Title
_________________________
Date

