Reference Guide

first obtaining all authorizations required by the United States and all applicable laws and regulations, Export any Software or
Documentation (A) to any prohibited or restricted entity or a country subject to sanctions without first obtaining a license
or authorization; and (B) for the development, design, manufacture, or production of nuclear, missile, chemical, or biological
weapons, or for any other purpose prohibited by the United States government or other applicable governments. Upon request
by Intel, Licensor agrees to provide export classifications for all Software and technical data. If Intel receives notice that
Licensee is or will become identified as a sanctioned or restricted party under applicable regulations, then Intel will not be
obligated to perform any of its obligations under this Agreement if performance would result in violation of the sanctions or
restrictions. Licensee represents and warrants that it is not located in any country subject to U.S. sanctions, and is not an entity
listed on a denial order published by the United States government or any other relevant government.
U.S. GOVERNMENT CONTRACT PROVISIONS. This Agreement is for Licensee's temporary license of Software. No
Government procurement regulation or contract clauses or provisions will be considered a part of any transaction between
Licensee and Intel under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by
Licensee and Intel in connection with a specific transaction. The technical data and computer software covered by this license
is a "Commercial Item," as that term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software"
and "commercial computer software documentation" as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48
C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use
by and on behalf of the U.S. Government, with only those rights as are granted to all other end users under the terms and
conditions in this Agreement. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this
Software is properly authorized by an appropriate U.S. Government official. This U.S. Government Contract Provisions clause
is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer
Software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with
the technical data and computer Software licenses granted in this Agreement. The U.S. Government will only have the right to
reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.
ASSIGNMENT. Licensee may not delegate, assign, or transfer this Agreement, the license(s) granted in this Agreement, or
any of Licensee's other rights or duties under this Agreement, whether by contract, operation of law, acquisition, merger,
consolidation, sale of all or substantially all of Licensee's outstanding shares or assets, other changes in control, or any other
event, and any attempt to do so will be a material breach of this Agreement and will be null and void. Intel may assign, delegate,
and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
ENTIRE AGREEMENT. This Agreement contains the complete and exclusive agreement and understanding between the parties
concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements,
understandings, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties
relating to the same subject matter. This Agreement has no effect on any signed non-disclosure agreements between the
parties, which remain in full force and effect as separate agreements according to their terms. The provisions of this
Agreement will prevail notwithstanding any different conflicting or additional provisions that may appear on any purchase order,
acknowledgment, invoice, or other writing issued by either party in connection with this Agreement.
RELATIONSHIP OF THE PARTIES - NO AGENCY. Nothing contained in this Agreement will be construed as creating any
agency, employment relationship, partnership, principal-agent relationship, or other form of joint enterprise between the parties.
SEVERABILITY. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable
under applicable law, the court will modify the provision or part to the minimum extent necessary to make it valid and
enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or
part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this section will not affect
the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.
AMENDMENTS; WAIVER. No modification or amendment to this Agreement will be effective unless in writing and approved by
an authorized representative of Intel in a written document specifically stating that the Agreement is modified or amended. A
party's failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that
provision or any other provision of this Agreement at any time. No waiver of any provision of this Agreement will be valid unless
in writing, specifying the provision to be waived, and signed by the party agreeing to the waiver.
LANGUAGE. This Agreement is in the English language only, which language will be controlling in all respects, and all versions
of this Agreement in any other language will be for accommodation only and will not be binding on Licensee or Intel. All
communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided,
unless otherwise noted, will be in the English language.
Version 12/27/2016
EXHIBIT A INTEL END USER SOFTWARE LICENSE AGREEMENT
INTEL END-USER SOFTWARE LICENSE AGREEMENT (Final, Site License)
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING Do not use, install or load this software and any associated
documentation and other materials (collectively, the "Software") until you have carefully read the following terms and
conditions. By loading, installing or using the Software, you and Intel Corporation or its relevant subsidiary in your territory
("Intel") agree to the terms of this Agreement. If you do not agree, do not use, install or load the Software.
Intel® Setup and Configuration Software ("Intel® SCS")
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