Software License Agreement



 Exhibit 10.21 
 SLA – Digital Core Design 
 Software License Agreement 

Software License Agreement (“AGREEMENT”) between DCD, Digital Core Design, a Bytom corporation with a 

place of business located at Worclawska 94, Byton 41-903, Poland (“IP SUPPLIER”), and PVI Solutions Inc., a 

Petaluma, corporation whose business address is 201 1st St Suite 111, Petaluma, CA 94952, USA (“LICENSEE”). 
  

	1.	LICENSE. Upon execution of payment for the SOFTWARE by LICENSEE to IP SUPPLIER, IP SUPPLIER 


hereby grants to LICENSEE and LICENSEE accepts, subject to the terms of this AGREEMENT, non-exclusive, 

non-transferable, royalty free, and nonassignable Unlimited Design License to use the current version of the 

SOFTWARE described in the Schedule I attached hereto (“SOFTWARE”), in an unlimited number of designs. 

Use of the SOFTWARE for any design outside the LICENSED SITE listed in the Schedule 2, attached hereto 

(“LICENSED SITE”), is prohibited. 
  

	2.	CONDITIONS ON USE. The SOFTWARE is for the LICENSEE’S own use inside the LICENSED SITE. 


LICENSEE shall not sublicense, distribute, rent, lease, time share, or assign the SOFTWARE or documentation 

without the prior written approval from IP SUPPLIER, LICENSEE has the right to integrate SOFTWARE with 

LICENSEE’S own products inside ASIC, CPLD and FPGA (“CHIPS”), and distribute the CHIPS as a standalone 

product or components of LICENSEE’s products. 
  

	3.	TITLE. Title to the SOFTWARE and accompanying documentation shall remain with IP SUPPLIER. The 


SOFTWARE and documentation have to contain unchanged information about IP SUPPLIER rights. 

 

	4.	TERM. This AGREEMENT shall commence upon its execution by both LICENSEE and IP SUPPLIER and, 


unless sooner terminated pursuant to Section 11, shall continue indefinitely thereafter. 

 

	5.	AUTHORIZED USE. This License grants use of the SOFTWARE on the developed design by the LICENSEE 


Inside the LICENSED SITE. LICENSEE may copy the SOFTWARE for backup purposes only. LICENSEE 

agrees to reproduce and incorporate IP SUPPLIER’s trade secrets and copyright notice in all copies. LICENSEE 

has no other rights to use the SOFTWARE. 
  

	6.	CONFIDENTIAL INFORMATION. LICENSEE acknowledges that the IP SUPPLIER asserts that the 


SOFTWARE and associated documentation contain confidential and trade secret information of IP SUPPLIER, 

LICENSEE agrees to treat as confidential and safeguard the SOFTWARE and all permitted copies thereof, and to 

restrict access thereto to LICENSEE’s employees having a need for such access and who have been instructed as 

to its confidential status and not disclose the SOFTWARE, or any properly marked information about its 

operation, performance, design, or implementation to any other party without written authorization from IP 

SUPPLIER. LICENSEE’s obligation with respect to, Section 3, 6, and 7 shall survive any termination of this 

AGREEMENT. 
  

	7.	OWNERSHIP. IP SUPPLIER represents that, it is the owner of the SOFTWARE and has good title free and 


clear of any claim, lien, or other encumbrance to the SOFTWARE and has the right to grant LICENSEE a 

license for its use. 
  

	8.	LIMITED WARRANTY ON MEDIA. IP SUPPLIER warrants software magnetic media to be free from 


defects in materials and workmanship under normal use for ninety (90) days after receipt by LICENSEE. During 

this 90 day period, LICENSEE may return a defective tape a diskette to IP SUPPLIER and it will be replaced 

without charge. 
  

	9.	DISCLAIMER OF SOFTWARE WARRANTY. IP SUPPLIER warrants that the SOFTWARE was 


independently developed, and IP SUPPLIER has the right to license and distribute the SOFTWARE to the 

LICENSEE as provided herein. IP SUPPLIER also warrants and represents that the SOFTWARE does not 

infringe the copyright, trade secret, or to the IP SUPPLIER’S knowledge, any patent rights of a third party. IP 

SUPPLIER does not warrant that the functions contained in the SOFTWARE will meet LICENSEE’S 

requirements or operate in the combination that may be selected by the LICENSEE, that the operation of the 

SOFTWARE will be uninterrupted or error free. The agents, dealers, and employees of IP SUPPLIER are not 

authorized to make any modifications to this warranty, or additional warranties binding on IP SUPPLIER about 

or for this SOFTWARE. 
  

	10.	LIMITATION OF LIABILITY. IP SUPPLIER warrants that the SOFTWARE will conform, as to all 


operational features as listed in Schedule 1, to IP SUPPLIER’s current published specifications on the date of 

delivery. LICENSEE must notify IP SUPPLIER in writing, within ninety (90) days of delivery of the 

SOFTWARE to the LICENSEE, of its claim of a defect. If SOFTWARE is found defective, IP SUPPLIERS’s sole 

obligation under this warranty is to remedy such defect in a manner consistent with IP SUPPLIER’s regular 

business practices. 
  







 SLA – Digital Core Design 

 
 The above is a limited warranty and it is the only warranty
made by IP SUPPLIER. IP SUPPLIER MAKES 
 AND LICENSEE RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED AND THERE
ARE 
 EXPRESSLY EXCLUDED ALL WARRANTIES OF NONINFRIGEMENT, MERCHANTABILITY OR 

FITNESS FOR ANY PARTICULAR PURPOSE. 
 IP SUPPLIER’s liability for breach of this AGREEMENT shall be limited to the repair or replacement of the 
 SOFTWARE or refund any fees paid by LICENSEE to IP SUPPLIER in the preceding twelve (12) months for the 
 the SOFTWARE. IP SUPPLIER SHALL HAVE NO LIABILITY WITH RESPECT TO ITS 

OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR 

INCIDENTAL DAMAGES (INCLUDING LOSS OR DAMAGE SUFFERED BY LICENSEE AS A  

RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF IT HAS BEEN ADVISED OF 

THE POSSIBILITY OF SUCH DAMAGES. The stated express warranty is in lieu of all liabilities or 

obligations of IP SUPPLIER for damages arising out of or in connection with the delivery, use, or performance of 

the SOFTWARE. 

LICENSEE agrees that IP SUPPLIER’s liability arising out of contract, negligence, strict liability in tort or 

warranty shall not exceed any amounts paid by LICENSEE in the preceding twelve (12) months for the 

SOFTWARE. 
  

	11.	TERMINATION. IP SUPPLIER may terminate this AGREEMENT upon written notice, effective immediately, 


if LICENSEE fails to comply with any of the terms and conditions of the AGREEMENT. Upon termination, 

LICENSEE shall discontinue use of the SOFTWARE and documentation and return all copies to IP SUPPLIER 

at LICENSEE’S expense. Both parties shall also have the right to terminate this license in the event that the other 

party (i) terminates or suspends its business or (ii) becomes insolvent or becomes subject to direct control by a 

trustee, receiver or similar authority. 
 Without limiting any of the above provisions, in the event of termination as a result of the LICENSEE’s failure to 
 comply with any of its obligations under this license AGREEMENT, the LICENSEE shall continue to be 
 obligated for any payments due. Termination of the license shall be in addition to and not in lieu of any equitable 
 remedies available to IP SUPPLIER. 
  

	12.	ENTIRE AGREEMENT. This document is the entire agreement between LICENSEE and IP SUPPLIER 


concerning the SOFTWARE. This AGREEMENT shall be governed by the Polish law. 

 

	13.	GENERAL 

 (a) No action,
regardless of form, arising out of this AGREEMENT may be brought by LICENSEE more than 
 two years after the cause of action has
arisen. 
 (b) If any provision of this AGREEMENT is invalid under any applicable statute or rule of law, it is to that extent

 to be deemed omitted. 
 (c) The LICENSEE may not assign or sub-license, without the prior written consent of IP SUPPLIER, its rights, 
 duties or obligations under this AGREEMENT to other person or entity, in whole or in part. 
 (d) IP SUPPLIER shall have the right to collect from LICENSEE its reasonable expenses incurred in enforcing 
 this AGREEMENT including attorney’s fees. 
 (e) The waiver or failure of IP
SUPPLIER to exercise in any respect any right provided for herein shall not be 
 deemed a waiver of any further right hereunder.

 (f) License fee is started in a Purchase Order issued by LICENSEE. Payment is done in advance following date 

placed below along with LICENSEE signature. 
 (g) SOFTWARE is delivered via FTP site to LICENSEE within two (2) days after reception of payment. All 
 hard-copy SOFTWARE deliverables as listed in Schedule 1, are shipped within one week after reception of 
 payment. 
  

									
	ACCEPTED BY:	 		 	
			
	IP SUPPLIER	 		 	LICENSEE
					
	By:	 	 /s/ Tomek Krzyzak 
	 		 	  By:	 	 /s/ Martin Fornage 



									
	Name:	 	 Tomek Krzyzak
	 		 	   Name:	 	 Martin Fornage



									
	Title:	 	 Vice President
	 		 	Title:	 	 CTO



									
	Date:	 	 08-May-2007
	 		 	 Date:	 	 08-May-2007