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Copyright (c) 2003-2008 QLogic Corporation

QLogic Leadville qlc HBA device driver

This program includes a device driver for the QLogic Leadville qlc HBA

device driver distributed with QLogic hardware specific firmware binary

files. You may modify and redistribute the device driver code (but not

the firmware binary files) under License "A", version 1.0 of the Common

Development and Distribution License ("CDDL") as published by Sun

Microsystems, Inc. and reproduced below. The hardware binary files are

licensed under License "B".

REGARDLESS OF WHAT LICENSING MECHANISM IS USED OR APPLICABLE,

THIS PROGRAM IS PROVIDED BY QLOGIC CORPORATION "AS IS" AND ANY EXPRESS

OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE

DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT,

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES

(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)

HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,

STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING

IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE

POSSIBILITY OF SUCH DAMAGE.

USER ACKNOWLEDGES AND AGREES THAT USE OF THIS PROGRAM WILL NOT

CREATE OR GIVE GROUNDS FOR A LICENSE BY IMPLICATION, ESTOPPEL, OR

OTHERWISE IN ANY INTELLECTUAL PROPERTY RIGHTS (PATENT, COPYRIGHT, TRADE

SECRET, MASK WORK, OR OTHER PROPRIETARY RIGHT) EMBODIED IN ANY OTHER

QLOGIC HARDWARE OR SOFTWARE EITHER SOLELY OR IN COMBINATION WITH THIS

PROGRAM.

License A:

COMMON DEVELOPMENT AND DISTRIBUTION LICENSE (CDDL)

Version 1.0

1. Definitions.

1.1. "Contributor" means each individual or entity that creates or

contributes to the creation of Modifications.

1.2. "Contributor Version" means the combination of the Original

Software, prior Modifications used by a Contributor (if any),

and the Modifications made by that particular Contributor.

1.3. "Covered Software" means (a) the Original Software, or (b)

Modifications, or (c) the combination of files containing

Original Software with files containing Modifications, in

each case including portions thereof.

1.4. "Executable" means the Covered Software in any form other than

Source Code.

1.5. "Initial Developer" means the individual or entity that first

makes Original Software available under this License.

1.6. "Larger Work" means a work which combines Covered Software or

portions thereof with code not governed by the terms of this

License.

1.7. "License" means this document.

1.8. "Licensable" means having the right to grant, to the maximum

extent possible, whether at the time of the initial grant or

subsequently acquired, any and all of the rights conveyed herein.

1.9. "Modifications" means the Source Code and Executable form of any

of the following:

A. Any file that results from an addition to, deletion from or

modification of the contents of a file containing Original

Software or previous Modifications;

B. Any new file that contains any part of the Original Software

or previous Modification; or

C. Any new file that is contributed or otherwise made available

under the terms of this License.

1.10. "Original Software" means the Source Code and Executable form of

computer software code that is originally released under this

license.

1.11. "Patent Claims" means any patent claim(s), now owned or hereafter

acquired, including without limitation, method, process, and

apparatus claims, in any patent Licensable by grantor.

1.12. "Source Code" means (a) the common form of computer software code

in which modifications are made and (b) associated documentation

included in or with such code.

1.13. "You" (or "Your") means an individual or a legal entity

exercising rights under, and complying with all of the terms of,

this License. For legal entities, "You" includes any entity which

controls, is controlled by, or is under common control with You.

For purposes of this definition, "control" means (a) the power,

direct or indirect, to cause the direction or management of such

entity, whether by contract or otherwise, or (b) ownership of

more than fifty percent (50%) of the outstanding shares or

beneficial ownership of such entity.

2. License Grants.

2.1. The Initial Developer Grant.

Conditioned upon Your compliance with Section 3.1 below and

subject to third party intellectual property claims, the Initial

Developer hereby grants You a world-wide, royalty-free, non-

exclusive license:

(a) under intellectual property rights (other than patent or

trademark) Licensable by Initial Developer, to use, reproduce,

modify, display, perform, sublicense and distribute the

Original Software (or portions thereof), with or without

Modifications, and/or as part of a Larger Work; and

(b) under Patent Claims infringed by the making, using or selling

of Original Software, to make, have made, use, practice, sell,

and offer for sale, and/or otherwise dispose of the Original

Software (or portions thereof).

(c) The licenses granted in Sections 2.1(a) and (b) are effective

on the date Initial Developer first distributes or otherwise

makes the Original Software available to a third party under

the terms of this License.

(d) Notwithstanding Section 2.1(b) above, no patent license is

granted: (1) for code that You delete from the Original

Software, or (2) for infringements caused by: (i) the

modification of the Original Software, or (ii) the combination

of the Original Software with other software or devices.

2.2. Contributor Grant.

Conditioned upon Your compliance with Section 3.1 below and subject to

third party intellectual property claims, each Contributor hereby

grants You a world-wide, royalty-free, non-exclusive license:

(a) under intellectual property rights (other than patent or trademark)

Licensable by Contributor to use, reproduce, modify, display,

perform, sublicense and distribute the Modifications created by

such Contributor (or portions thereof), either on an unmodified

basis, with other Modifications, as Covered Software and/or as part

of a Larger Work; and

(b) under Patent Claims infringed by the making, using, or selling of

Modifications made by that Contributor either alone and/or in

combination with its Contributor Version (or portions of such

combination), to make, use, sell, offer for sale, have made, and/or

otherwise dispose of: (1) Modifications made by that Contributor

(or portions thereof); and (2) the combination of Modifications

made by that Contributor with its Contributor Version (or portions

of such combination).

(c) The licenses granted in Sections 2.2(a) and 2.2(b) are effective on

the date Contributor first distributes or otherwise makes the

Modifications available to a third party.

(d) Notwithstanding Section 2.2(b) above, no patent license is granted:

(1) for any code that Contributor has deleted from the Contributor

Version; (2) for infringements caused by: (i) third party

modifications of Contributor Version, or (ii) the combination of

Modifications made by that Contributor with other software (except

as part of the Contributor Version) or other devices; or (3) under

Patent Claims infringed by Covered Software in the absence of

Modifications made by that Contributor.

3. Distribution Obligations.

3.1. Availability of Source Code.

Any Covered Software that You distribute or otherwise make

available in Executable form must also be made available in Source

Code form and that Source Code form must be distributed only under

the terms of this License. You must include a copy of this License

with every copy of the Source Code form of the Covered Software

You distribute or otherwise make available. You must inform

recipients of any such Covered Software in xecutable form as to

how they can obtain such Covered Software in Source Code form in a

reasonable manner on or through a medium customarily used for

software exchange.

3.2. Modifications.

The Modifications that You create or to which You contribute are

governed by the terms of this License. You represent that You

believe Your Modifications are Your original creation(s) and/or

You have sufficient rights to grant the rights conveyed by this

License.

3.3. Required Notices.

You must include a notice in each of Your Modifications that

identifies You as the Contributor of the Modification. You may not

remove or alter any copyright, patent or trademark notices

contained within the Covered Software, or any notices of licensing

or any descriptive text giving attribution to any Contributor or

the Initial Developer.

3.4. Application of Additional Terms.

You may not offer or impose any terms on any Covered Software in

Source Code form that alters or restricts the applicable version

of this License or the recipients' rights hereunder. You may

choose to offer, and to charge a fee for, warranty, support,

indemnity or liability obligations to one or more recipients of

Covered Software. However, you may do so only on Your own behalf,

and not on behalf of the Initial Developer or any Contributor. You

must make it absolutely clear that any such warranty, support,

indemnity or liability obligation is offered by You alone, and You

hereby agree to indemnify the Initial Developer and every

Contributor for any liability incurred by the Initial Developer or

such Contributor as a result of warranty, support, indemnity or

liability terms You offer.

3.5. Distribution of Executable Versions.

You may distribute the Executable form of the Covered Software

under the terms of this License or under the terms of a license of

Your choice, which may contain terms different from this License,

provided that You are in compliance with the terms of this License

and that the license for the Executable form does not attempt to

limit or alter the recipient's rights in the Source Code form from

the rights set forth in this License. If You distribute the

Covered Software in Executable form under a different license, You

must make it absolutely clear that any terms which differ from

this License are offered by You alone, not by the Initial

Developer or Contributor. You hereby agree to indemnify the

Initial Developer and every Contributor for any liability incurred

by the Initial Developer or such Contributor as a result of any

such terms You offer.

3.6. Larger Works.

You may create a Larger Work by combining Covered Software with

other code not governed by the terms of this License and

distribute the Larger Work as a single product. In such a case,

You must make sure the requirements of this License are fulfilled

for the Covered Software.

4. Versions of the License.

4.1. New Versions.

Sun Microsystems, Inc. is the initial license steward and may

publish revised and/or new versions of this License from time to

time. Each version will be given a distinguishing version number.

Except as provided in Section 4.3, no one other than the license

steward has the right to modify this License.

4.2. Effect of New Versions.

You may always continue to use, distribute or otherwise make the

Covered Software available under the terms of the version of the

License under which You originally received the Covered Software.

If the Initial Developer includes a notice in the Original

Software prohibiting it from being distributed or otherwise made

available under any subsequent version of the License, You must

distribute and make the Covered Software available under the terms

of the version of the License under which You originally received

the Covered Software. Otherwise, You may also choose to use,

distribute or otherwise make the

Covered Software available under the terms of any subsequent

version of the License published by the license steward.

4.3. Modified Versions.

When You are an Initial Developer and You want to create a new

license for Your Original Software, You may create and use a

modified version of this License if You: (a) rename the license

and remove any references to the name of the license steward

(except to note that the license differs from this License); and

(b) otherwise make it clear that the license contains terms which

differ from this License.

5. DISCLAIMER OF WARRANTY.

COVERED SOFTWARE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS"

BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED

SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR

PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND

PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. SHOULD ANY

COVERED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE

INITIAL DEVELOPER OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY

NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF

WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

NO USE OF ANY COVERED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT

UNDER THIS DISCLAIMER.

6. TERMINATION.

6.1. This License and the rights granted hereunder will terminate

automatically if You fail to comply with terms herein and fail to

cure such breach within 30 days of becoming aware of the breach.

Provisions which, by their nature, must remain in effect beyond

the termination of this License shall survive.

6.2. If You assert a patent infringement claim (excluding declaratory

judgment actions) against Initial Developer or a Contributor (the

Initial Developer or Contributor against whom You assert such

claim is referred to as "Participant") alleging that the

Participant Software (meaning the Contributor Version where the

Participant is a Contributor or the Original Software where the

Participant is the Initial Developer) directly or indirectly

infringes any patent, then any and all rights granted directly or

indirectly to You by such Participant, the Initial Developer (if

the Initial Developer is not the Participant) and all Contributors

under Sections 2.1 and/or 2.2 of this License

shall, upon 60 days notice from Participant terminate

prospectively and automatically at the expiration of such 60 day

notice period, unless if within such 60 day period You withdraw

Your claim with respect to the Participant Software against such

Participant either unilaterally or pursuant to a written agreement

with Participant.

6.3. If You assert a patent infringement claim against Participant

alleging that the Participant Software directly or indirectly

infringes any patent where such claim is resolved (such as by

license or settlement) prior to the initiation of patent

infringement litigation, then the reasonable value of the licenses

granted by such Participant under Sections 2.1 or 2.2 shall be

taken into account in determining the amount or value of any

payment or license.

6.4. In the event of termination under Sections 6.1 or 6.2 above, all

end user licenses that have been validly granted by You or any

distributor hereunder prior to termination (excluding licenses

granted to You by any distributor) shall survive termination.

7. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT

(INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL YOU, THE

INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF

COVERED SOFTWARE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE

LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER

FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR

LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE

POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL

NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM

SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS

SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR

LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS

EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

8. U.S. GOVERNMENT END USERS.

The Covered Software is a "commercial item" as that term is defined

in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer

software" (as that term is defined at 48 C.F.R. " 252.227-7014(a)

(1)) and "commercial computer software documentation" as such terms

are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.

12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all

U.S. Government End Users acquire Covered Software with only those

rights set forth herein. This U.S. Government Rights clause is in

lieu of, and supersedes, any other FAR, DFAR, or other clause or

provision that addresses Government rights in computer software

under this License.

9. MISCELLANEOUS.

This License represents the complete agreement concerning subject

matter hereof. If any provision of this License is held to be

unenforceable, such provision shall be reformed only to the extent

necessary to make it enforceable. This License shall be governed by

the law of the jurisdiction specified in a notice contained within

the Original Software (except to the extent applicable law, if any,

provides otherwise), excluding such jurisdiction's conflict-of-law

provisions. Any litigation relating to this License shall be subject

to the jurisdiction of the courts located in the jurisdiction and

venue specified in a notice contained within the Original Software,

with the losing party responsible for costs, including, without

limitation, court costs and reasonable attorneys' fees and expenses.

The application of the United Nations Convention on Contracts for

the International Sale of Goods is expressly excluded. Any law or

regulation which provides that the language of a contract shall be

construed against the drafter shall not apply to this License. You

agree that You alone are responsible for compliance with the United

States export administration regulations (and the export control

laws and regulation of any other countries) when You use, distribute

or otherwise make available any Covered Software.

10. RESPONSIBILITY FOR CLAIMS.

As between Initial Developer and the Contributors, each party is

responsible for claims and damages arising, directly or indirectly,

out of its utilization of rights under this License and You agree to

work with Initial Developer and Contributors to distribute such

responsibility on an equitable basis. Nothing herein is intended or

shall be deemed to constitute any admission of liability.

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NOTICE PURSUANT TO SECTION 9 OF THE COMMON DEVELOPMENT AND

DISTRIBUTION LICENSE (CDDL)

The OpenSolaris code released under the CDDL shall be governed by the

laws of the State of California (excluding conflict-of-law provisions).

Any litigation relating to this License shall be subject to the

jurisdiction of the Federal Courts of the Northern District of

California and the state courts of the State of California, with venue

lying in Santa Clara County, California.

License B:

THIS PRODUCT CONTAINS COMPUTER PROGRAMS AND RELATED DOCUMENTATION

("SOFTWARE") THAT BELONG TO QLOGIC CORPORATION ("QLOGIC"), THE USE OF WHICH

IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT") UNLESS

OTHERWISE AGREED TO IN WRITING BY QLOGIC. CLICKING ON THE "AGREE" BUTTON

BELOW, INSTALLING/USING THE SOFTWARE OR ENTERING A LICENSE KEY CONSTITUTES

ACCEPTANCE BY LICENSEE ("LICENSEE" MEANS YOU OR THE BUSINESS ENTITY ON WHOSE

BEHALF YOU USE OR INSTALL THE SOFTWARE, AS APPLICABLE) OF ALL THE TERMS AND

CONDITIONS OF THIS AGREEMENT UNLESS OTHERWISE AGREED TO IN WRITING BY QLOGIC.

IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,

LICENSEE SHALL NOT INSTALL/USE THE SOFTWARE OR ENTER A LICENSE KEY. WRITTEN

APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS

AGREEMENT.

1. License Grant. Subject to the terms and conditions of this

Agreement, QLogic grants Licensee a limited, non-exclusive license

to redistribute, install, download and/or use the Software (in

object code form only) with certain approved products manufactured

by or for QLogic and approved products manufactured by or for an OEM

customer of QLogic ("QLogic Approved Products"). This license is

only available to original end user purchasers of QLogic Approved

Products that have been purchased through QLogic authorized

distribution channels or approved OEM distribution channels. This

license is not available to any end users of QLogic products who

have purchased QLogic products, which have previously been used and

the license is not available to any purchaser of QLogic application

specific integrated circuits ("ASICs") or any product incorporating

an ASIC, unless the product incorporating the ASIC is a QLogic

Approved Product. No rights or licenses in the Software are granted

to Licensee other than those rights expressly granted in this

Agreement. Nothing in this License entitles Licensee to any

upgrades or updates to, or future releases of, the Software. If

Licensee redistributes the Software, then Licensee shall reproduce

all copyright notices and must include this Agreement or an

agreement which is at least as restrictive as this Agreement.

2. Permitted Use. Licensee may only install and use the Software in

accordance with the documentation provided with the Software and

with QLogic Approved Products.

3. Intellectual Property Rights. The Software contains or embodies

intellectual property of QLogic (or any of its licensors). The

structure, organization and code are valuable trade secrets of

QLogic (or its licensors). QLogic and/or its licensors do not grant,

convey or license to Licensee any rights under any patents,

copyrights, trademarks or any other intellectual property except as

specifically granted herein. The Software is protected under U.S.

copyright laws, international treaty provisions and applicable laws

(including patent laws, if applicable) of the country in which it is

being used. Any unauthorized duplication of the Software is

expressly forbidden.

4. Ownership of Software. Notwithstanding anything to the contrary,

QLogic and its licensors retain all title to and, except as

expressly and unambiguously licensed herein, all rights and interest

in (i) the Software, all copies and derivative works thereof (by

whomever produced), and (ii) all copyright rights, patent rights,

trade secret rights, moral rights and all other intellectual

property and proprietary rights anywhere in the world in the

Software. The Software is only licensed to Licensee and is not

sold.

5. Restrictions and Cooperation. Licensee shall not (and shall not

allow any third party to) (i) decompile, disassemble, or otherwise

reverse engineer or attempt to reconstruct or discover any source

code, or underlying ideas or algorithms of the Software (except to

the extent expressly permitted under applicable law); (ii) provide,

lease, lend, use for timesharing or otherwise use or allow others to

use the Software to or for the benefit of third parties; (iii)

except as specified in the applicable user documentation, modify,

incorporate into or with other hardware or software, or create a

derivative work of any part of the Software; (iv) disseminate

performance information or analysis from any source relating to the

Software; (v) make any copies of the Software except as required to

use the Software as licensed hereunder, except for one (1) copy

solely for archival and back-up purposes, or (vi) remove any

product identification, copyright notice or other proprietary legend

from the Software. Licensee agrees to cooperate with QLogic and its

licensors in connection with their efforts to protect their

copyright/patent rights and other legal rights in the Software.

QLogic may, from time to time, implement additional security

measures for the Software, and Licensee shall cooperate with

such measures and be responsible for installing upgrades that

include such measures.

6. Further Obligations. Licensee shall defend, indemnify and hold

QLogic harmless from and against any and all claims, damages,

liabilities, costs and expenses (including, without limitation,

attorneys" fees) arising out of Licensee"s breach of its obligations

under this Agreement.

7. Term and Termination. This Agreement will become effective on the

date Licensee clicks on the "Agree" button below or otherwise uses

the Software and will remain in force until terminated. Licensee

may terminate this Agreement at any time, and QLogic may terminate

this Agreement if Licensee breaches any of the terms or conditions

hereunder. Licensee agrees to destroy or return to QLogic the

original and all copies of the Software immediately upon any

termination of this Agreement.

8. Confidentiality. Licensee acknowledges that the Software contains

valuable trade secrets of QLogic and other information proprietary

to QLogic and its licensors. Licensee shall: (i)"keep confidential

such trade secrets and proprietary information, including without

limitation all information concerning ideas and algorithms related

to the Software, (ii)"disclose such information only to its

employees and agents to the extent required to use the Software

under the terms of this Agreement and (iii)"bind its employees,

consultants, agents and other third parties in writing to maintain

the confidentiality of such trade secrets and proprietary

information and not use or disclose such information except as

permitted in this Agreement.

9. Limited Warranty and Disclaimer. THE SOFTWARE IS PROVIDED "AS IS"

WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

NON-INFRINGEMENT. QLOGIC DOES NOT WARRANT THAT THE SOFTWARE IS

ERROR-FREE OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. QLOGIC

DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE

USE, OR THE RESULTS OF THE USE OF THE SOFTWARE INCLUDING, WITHOUT

LIMITATION, THE CORRECTNESS, ACCURACY OR RELIABILITY OF SUCH USE OR

RESULTS.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW,

IN NO EVENT WILL QLOGIC BE LIABLE TO LICENSEE OR ANY THIRD PARTY

FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING,

WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOST SAVINGS, OR FOR

THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY

EVEN IF QLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

OR FOR ANY CLAIM BY ANY THIRD PARTY.

11. Export. Licensee represents, warrants and agrees that it will not,

directly or indirectly, export, re-export or transmit the Software

or any part thereof to any country in which such export, re-export

or transmission is restricted by any applicable U.S. regulation or

statute, without the prior written consent of both QLogic and, if

required, of the Bureau of Export Administration of the U.S.

Department of Commerce, or such other governmental entity as may

have jurisdiction over such export or transmission. In addition to

the above, Software may not, in the absence of authorization by

U.S. and local law and regulations, as required, be used by or

exported or reexported to (i) any U.S. sanctioned or embargoed

country, or to nationals or residents of such countries; or (ii)

any person, entity, organization or other party identified on the

U.S. Department of Commerce's Denied Persons or Entity List, the

U.S. Department of Treasury's Specially Designated Nationals or

Blocked Persons Lists, or the Department of State's Debarred

Parties List, as published and revised from time to time; or

(iii) any party where the end-use involves nuclear,

chemical/biological weapons, rocket systems or unmanned air

vehicles.

12. Miscellaneous. A party"s failure to exercise or its delay in

exercising any rights hereunder will not be deemed to be a waiver

of such right. If any provision of this Agreement shall be held by

any court of competent jurisdiction to be unenforceable or invalid,

that provision shall be limited or eliminated to the minimum extent

necessary so that this Agreement shall otherwise remain in full

force and effect and enforceable. This Agreement shall be

construed pursuant to the laws of the State of California and the

United States without regard to conflicts of laws provisions

thereof and without regard to the United Nations Convention on

Authority for the International Sale of Goods. Licensee

irrevocably submits to the jurisdiction of any state or federal

court sitting in the State of California, United States of America,

and consents to venue in such forum with respect to any action or

proceeding that relates to this Agreement. No amendment

to or modification of this Agreement will be binding unless in

writing and signed by a duly authorized officer of QLogic. The

provisions of Sections 3-11 shall survive termination of this

Agreement. This Agreement is in the English language only, which

language shall be controlling and any revision of this Agreement in

any other language shall not be binding. Both parties agree that

this Agreement is the complete and exclusive statement of the

mutual understanding of the parties and supersedes and cancels all

previous written and oral agreements and communications relating to

the subject matter of this Agreement. NO VENDOR, DISTRIBUTOR,

DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO

MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR

PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE

REPRESENTATIONS OR PROMISES IN THIS AGREEMENT.