(2) replace such Products with non-infringing substitute
Products, or (3) refund the purchase price of such Products.
(c) If the infringement by Distributor is alleged prior to Altera's completion
of delivery of the Products, Altera may decline to make further shipments
without being in breach of this Agreement.
(d) If any suit, proceeding, or claim of infringement is asserted against Altera
based on a claim that the goods manufactured by Altera in compliance with
Distributor's specifications and supplied to Distributor directly infringe any
duly issued United States patent, then Distributor shall indemnify Altera to the
same extent as specified in subparagraph 11.7(a) of this Agreement. However,
Distributor shall not be obligated to indemnify Altera for specifications
developed solely by Distributor's end customer.
(e) THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO
FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, IN REGARD THERETO.
12.
SOFTWARE LICENSE. Altera grants and Distributor accepts a non-exclusive
license to use and sublicense Altera Software Products and other copyrighted
materials, including but not limited to printed materials, on the following
terms (the "License"):
12.1 The Software Products covered by this Agreement are confidential and
proprietary to Altera and its licensors, and Altera and its licensors retain all
title, copyright, patent and other proprietary rights to the Software Products
and all copies thereof.
12.2 Distributor may sublicense Altera Software Products to its customers for
use according to the terms of Altera's end user license agreement, which is
included with the Software Products. Any sublicense granted to Distributor's
customers must be made subject to the terms of the Altera Program License
Agreement. Any attempt by Distributor to sublicense Altera Software Products in
contravention of this Agreement shall be null and void.
12.3 Distributor may use Altera Software Products to perform demonstrations of
the use of Altera Products, or to train sales people in the use of Altera
Products, or to train customers in the use of Altera Products.
12.4 Distributor may use Altera Software Products to program other Altera
Products for Distributor's customers. Distributor may not use Altera Software
Products to program non-Altera Products.
12.5 Distributor may use a single copy of any Software Product only on a single
computer or on a single network of workstations.
12.6 Distributor may make one copy of any Software Product that it has installed
on a single computer or single network of workstations at Distributor's place of
business in any computer-
readable or printed form for back-up or archival purposes only and subject to
the terms of this Paragraph 12.
12.7 Distributor agrees not to disassemble, decompile, or otherwise reverse
engineer any Altera Software Product, nor may it make any copy thereof or apply
any techniques to derive the trade secrets embodied therein, except as
explicitly permitted by the national legislation implementing the EC Council
Directive of 14 May 1991 on the legal protection of computer programs. In
particular, Distributor agrees that it shall not be entitled for any purpose