Tensilica, Incorporated.

TERMS OF USE OF THE TENSILICA WEBSITE AND INFORMATION CONTAINED THEREIN

IMPORTANT: This is a legal agreement (the "Agreement") between you (the "User") and Tensilica, Inc., a Delaware corporation with business offices located at 3255-6 Scott Boulevard, Santa Clara, California, 95054-3013 ("Tensilica").

It is important that you read this Agreement before accessing or using any information or products on this Tensilica World Wide Web site (the "Site"). By accessing or using any of the information or products on this site, you acknowledge that you have read this Agreement and agree to be bound by its terms.

If you do not agree to be bound by all of the terms of this Agreement, do not attempt to access or use any of the information or products on this site.

1. Tensilica grants to User a non-exclusive, non-transferable, limited license to use the Evaluation Products only for the Evaluation Purpose during the Evaluation Period as such terms are defined below and for no other purpose whatsoever. User agrees to use the Evaluation Products solely for the Evaluation Purpose and only during the Evaluation Period. Any further licensing of Tensilica products by User shall be the subject of a separate agreement. Tensilica reserves the right to refuse in its sole discretion to license the Evaluation Products or any other products to User.

2. DEFINITIONS. For purposes of this Agreement:

(a) The "Evaluation Products" are collectively: (i) any content and data accessible to User on the Site (the "Content"); (ii) any software products made available to User on the Site, in object code form only (the "Software"); and (iii) any documents made available to User on the Site (the "Documentation).

(b) The "Evaluation Purpose" shall be limited to the internal evaluation by User for the sole purpose of determining whether User desires to obtain a license to use any of the Evaluation Products for other than solely internal Evaluation Purpose.

(c) The "Evaluation Period" shall be: (i) in the case of any item of the Content now or hereafter placed on the Site, from the time User accepts this Agreement to the time Tensilica, in its sole and absolute discretion, removes such item of Content from the Site or otherwise makes it inaccessible to User; (ii) in the case of the Software and the Documentation, from the time Tensilica provides User with a Password (defined below) to access the Software and Documentation in accordance with Section 5 below until the time such user name and/or password expire or are cancelled by Tensilica in its sole and absolute discretion in accordance with Section 5 below.

(d) The "User Data Form" shall be the request form that User must submit to request access to the Software and/or Documentation.

3. OWNERSHIP. Except as expressly set forth in this Agreement, all right, title and interest in the Evaluation Products remain with Tensilica or its licensors, and any proprietary information contained in the Evaluation Products is protected by copyright, trademark and trade secret law and international treaties.

4. LIMITATIONS ON USE. The Evaluation Products may not be used for any purpose other than Evaluation Purpose and may not, without limitation, be offered for sale or lease. User may use the Software in accordance with this Agreement only on the Site, which User may access from only one computer at the location specified on the User Data Form (the "Designated Machine") and may not download or otherwise transfer or reproduce the Software. In the event that User is authorized by Tensilica to download the Documentation, User may do so only on the Designated Machine, may save the Documentation as a single file on the Designated Machine and may print one (1) hard copy of the Documentation. User shall return to Tensilica or destroy such file and copy upon Tensilica's request, which may be made at any time, and certify such return and/or destruction in writing to Tensilica. User may not otherwise download or reproduce the Documentation in any form whatsoever or authorize or assist any third party to do so. User may not, nor may User authorize or assist another to, modify, translate, convert to another programming language, decompile, reverse engineer or disassemble any portion of the Evaluation Products. User may not allow access to the Evaluation Productby, nor disclose the username and/or password provided to User by Tensilica to, anyone other than the employees of User who have entered into agreements with User containing confidentiality provisions at least as restrictive as those set forth in this Agreement and who have a need to access the Evaluation Products for the Evaluation Purpose.

5. ACCESS. User must submit a fully completed User Data Form setting forth such information as Tensilica in its sole discretion requires in order to request access to the Software and Documentation. Notwithstanding anything to the contrary herein, Tensilica shall have the right in its sole and absolute discretion to refuse to provide User with access to the Software and/or Documentation, or to subsequently revoke such access at any time, for any or no reason. In the event that Tensilica grants User access to the Software and/or Documentation, Tensilica will supply User with one or more user names and passwords (collectively, the "Password") to access such items. If not terminated earlier by Tensilica, the Password will automatically expire 7 days from the date of its issuance by Tensilica. User will disclose the Password only to those employees of User who have a right to access such items as provided in this Agreement and who are your authorized representatives.

6. CONFIDENTIALITY. As used in this Agreement, "Confidential Information" means: (i) each and every Evaluation Product and all parts thereof in any form, and any related technology, idea, algorithm or information contained in the Evaluation Products; (ii) the Password; and (iii) any information disclosed by Tensilica to User relating to any of the Evaluation Products designated as confidential at the time of disclosure or which would be considered confidential by a reasonable person. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (a) is known and has been reduced to tangible form by User prior to the time of disclosure for the first time under this Agreement; or (b) is independently developed by User without the use of any of the Confidential Information. User shall have the burden to prove by clear and convincing evidence that the foregoing exceptions apply. User will not use the Confidential Information for any purpose other than the Evaluation Purpose. User will use commercially reasonable efforts to protect the Confidential Information from unauthorized disclosure. User may disclose the Confidential Information only to employees of User who have a need to know such Confidential Information in furtherance of the Evaluation Purpose and who have entered into agreements with User containing confidentiality provisions at least as restrictive as those set forth in this Section 6 with respect to the Confidential Information. User will not disclose any of the Confidential Information to any third party without the clear and express written consent of Tensilica. User specifically agrees that it will not disclose any, or any portion of any, Evaluation Product to any third party, for any reason.

7. WARRANTIES AND COVENANTS BY USER. User represents, warrants and covenants as follows: (i) User is a potential customer of Tensilica; (ii) User will not use any of the Evaluation Products or any part thereof in any manner inconsistent with the terms and conditions of this Agreement, nor will User authorize or assist others to do so; (iii) User is not a competitor of Tensilica's; (iv) User will not use the Evaluation Products in any way, directly or indirectly, to compete with Tensilica; (v) all of the information supplied by User to Tensilica in the past, contemporaneously herewith and at any time hereafter, including without limitation information supplied on the User Data Form, was, is and will be at all times true, accurate, complete and not misleading; and (vi) User shall immediately notify Tensilica in writing at the address above (Attn: Legal Department) of any unauthorized use or disclosure of any of the Evaluation Products or part thereof or any Confidential Information.

8. INDEMNIFICATION BY USER. User will defend, indemnify and hold harmless Tensilica against all claims, suits, proceedings, losses, liabilities damages and expenses (including reasonable attorneys' fees and allocated costs of Tensilica's in-house counsel), arising from or related to the following: (i) a breach of any warranty set forth in Section 7 above, (ii) the use or disclosure of Confidential Information in any manner inconsistent with this Agreement, or (iii) the use of the Evaluation Products accessed through use of the Password assigned to User in any manner inconsistent with this Agreement by any person, whether or not authorized by User.

9. NO WARRANTIES BY TENSILICA. The Evaluation Products and all accompanying materials are provided "AS IS," without warranty of any kind. To the maximum extent permitted by law, Tensilica hereby disclaims all warranties, express, implied and statutory, including but not limited to, implied warranties of merchantability and fitness for a particular purpose (regardless of whether Tensilica knows of such purpose) and against infringement. The entire risk arising out of the use or performance of the Evaluation Products and any accompanying written materials remains with User.

10. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TENSILICA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EVALUATION PRODUCTS, EVEN IF TENSILICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION OF AGREEMENT. Sections 2 through 4 and 6 through 15 shall survive termination of this Agreement.

12. NONASSIGNABILITY. User may not assign or transfer this Agreement or any Evaluation Product or all or any part of its rights under this Agreement, by operation of law or otherwise, including without limitation to any purchaser of User's assets or securities. Any change in control of User shall constitute an assignment for the purposes of this Agreement. Tensilica may assign this Agreement. Any assignment attempted in contravention of this Section 12 shall be null and void, and shall entitle Tensilica to terminate this Agreement immediately upon written notice to User.

13. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of the State of California excluding its conflict of law principles. The courts located in or serving Santa Clara County, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and User and Tensilica hereby consent to such jurisdiction and venue.

14. EXPORT REQUIREMENTS. User may not export the Evaluation Products outside of the United States without Tensilica's express written consent. The Evaluation Products and all related technical information or materials may be subject to export controls under U.S. Government export regulations, and User shall comply with all such regulations, as may be advised by Tensilica from time-to-time.

15. MISCELLANEOUS. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement contains the parties' entire understanding and agreement concerning the subject matter of this Agreement and may only be modified by a written instrument signed by each party's duly authorized representative. Any waiver by either party of any default or breach under this Agreement shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

August 2002