Revised 06/03/2013

Application of Terms and Conditions of Sale: Unless Customer has a written, signed, separate agreement with LSI, the following terms and conditions (“Terms and Conditions”) shall govern the sale of Products by LSI to Customer and shall apply to all quotations and offers made and purchase orders accepted by LSI. LSI's acceptance of Customer's order is conditioned upon Customer’s acceptance of these Terms and Conditions regardless of whether the Customer accepts them in writing, by implication or by acceptance of and payment for Product sold hereunder, and regardless of when Customer's purchase order or procurement document is issued or whether it precedes or follows issuance of these Terms and Conditions.

By purchasing Products, Customer agrees to be exclusively bound by and accepts these Terms and Conditions. All other terms and conditions contained on any order form or correspondence originated by Customer are null and void and without effect notwithstanding acceptance of the order by LSI. LSI’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the provisions herein.

1. Definitions
“Application Software” means LSI software that performs one or more specific tasks directly for the end user (or for other software applications), distinct from software employed in the management, maintenance, operation, configuration or optimization of the Product

“Customer” means any buyer of Products from LSI under these Terms and Conditions

“Custom IC” means an integrated circuit, including an application specific integrated circuit (ASIC), designed by Customer or for Customer by LSI, and manufactured to Customer’s design specifications by LSI.

“Custom Board Product” means any board product, including but not limited to, host bus adapter board, a RAID storage adapter board, or Solid State Drive (“SSD”) based adapter, designed by or for Customer, and manufactured to Customer’s design specifications by LSI, solely and exclusively for Customer.

“Drive Life Warranty Indicator” means the indicator in an SSD based adapter product that tracks the NAND write levels and compares those to the warranted NAND writes.

“Drive Life” means amount of drive life remaining for a product with a Drive Life Warranty Indicator.

“End User” means any person or entity to whom or to which Customer or Customer’s Reseller licenses or sells a Product for such person or entity’s own internal use and not for distribution or resale.

“Firmware” means LSI programs and/or data structures running on a Product to enable its basic operation.

“LSI” means LSI Corporation or the affiliate of LSI Corporation that accepts the Customer order, as the case may be. LSI Corporation, a Delaware corporation, does business as LSI Logic Corporation in PA and TX and as LSI Corporation, a Delaware corporation, in OR.

“Other Custom Product(s)” means a Product for which Customer is the primary purchaser, not including Custom ICs, Custom Board Products or Software.

“Other Software” means any and all LSI Software that is neither Application Software nor Firmware.

“Products” means LSI Standard Products, Custom ICs, Custom Board Products, Other Custom Products, Software and any Software service provided by LSI.

“Reseller” shall mean any person or entity appointed by Customer to sell Products and to sublicense and distribute the Software to End Users.

“Shipment Date” means LSI’s estimated shipment date as set forth in LSI’s acknowledgment for Customer’s purchase order.

“Software” means any and all LSI Firmware, Application Software, Other Software and all associated documentation provided to Customer by LSI and any updates, upgrades and revisions thereof and thereto.

“Standard Product(s)” means a product of the kind which LSI makes available to the general market, including standard integrated circuit products and standard flash storage processors (collectively, “Standard ICs”); standard content processing boards (“Standard Content Processing Boards”); and standard host adapter boards, standard RAID storage adapter boards (collectively, “Standard Adapter Boards”), , and flash or SSD based adapters or Combined Storage Architecture (“CSA”) adapter products (collectively “Standard SSD Adapters”). Standard Products do not include Custom ICs, Custom Board Products, or Other Custom Products.

2. Prices, Taxes, and Other Fees.
Prices will be based on LSI’s current price list on the date LSI acknowledges Customer’s purchase order or as specified in a quotation provided to Customer, as applicable; provided, however, in the event that a Product is listed at an incorrect price or with incorrect information due to an error, LSI shall have the right, at its sole discretion, to refuse or cancel any purchase order or part of a purchase order for that Product without further liability. All prices are quoted in US dollars, unless agreed to otherwise in writing by LSI. Prices do not include freight-related costs, insurance costs, customs clearance fees or any taxes that may be applicable to the Products. Customer shall be responsible for all applicable taxes, including without limitation, all taxes, levies, imposts, duties, fees, fines, or other charges of whatsoever nature however imposed by any country or any subdivision or authority thereof in any way connected with these Terms and Conditions, and all interest, penalties, or similar liabilities with respect thereto (other than taxes based on the net income or property of LSI), unless agreed to otherwise in writing by LSI. Customer agrees to pay such taxes unless Customer has provided a valid tax-exemption certificate to LSI prior to Product shipment.

3. Payment Terms.
Except as LSI may advise Customer otherwise, payment terms are net thirty (30) days from invoice date. At the expense of Customer, LSI may require Customer to set up an irrevocable and confirmed letter of credit for shipments to non-US destinations. All payments shall be made in U.S. dollars. Each shipment (including partial shipments) will constitute an independent transaction and will be separately invoiced. Customer shall pay for same in accordance with the specified payment terms without regard to other shipments, deduction, or setoff. LSI will invoice Customer upon shipment; provided, however, that if Customer delays shipments, LSI may invoice Customer when LSI is prepared to ship. LSI may invoice Customer immediately upon termination of any order. Customer shall bear all costs (including bank fees) associated with transmitting payments to LSI. Without limiting other remedies, all past due payments will accrue interest at one and a half percent (1.5%) per month on the unpaid balance, or the highest rate allowed by law. Customer will pay for all collection costs, attorneys’ fees, and court costs incurred in the collection of past due amounts. Customer hereby grants to LSI a purchase money security interest in the Products to secure the purchase price of the Product until the purchase price is paid in full. Customer agrees to execute and deliver all documents requested by LSI to perfect and maintain LSI's security interest. Orders are subject to a maximum outstanding credit limit (measured counting all outstanding invoices, whether or not past due, combined with the value of all accepted orders) as reasonably determined by LSI. LSI may refuse to accept purchase orders, if such acceptance would result in Customer exceeding such credit limit. The amount of credit or terms of payment may be changed or credit withdrawn by LSI in its sole discretion at any time.

4. Delivery, Title, Risk of Loss.
Products will be delivered Ex-Works LSI shipping location or LSI subcontractor shipping location (INCOTERMS, 2010). If Customer does not provide LSI with written shipping instructions in its purchase order, or the particular carrier and/or mode of shipment selected by Customer is not available at the time of shipment, LSI may select the carrier and mode of shipment without assuming any liability for loss, theft or delay. As applicable, title passes at the time risk of loss passes.

Any lead times or shipment dates (requested and/or quoted) provided by LSI are estimates only and LSI is not liable for any loss, damage, costs or expenses for any failure to deliver in accordance with the given lead time or shipment date. LSI may deliver the Products in installments. In the event that LSI’s ability to supply Product becomes constrained, LSI may, as LSI deems reasonable, reduce quantities or delay shipments to Customer and may allocate production and delivery among its customers.

5. Modification and Substitution, Discontinued Designs.
LSI may modify the specifications of Standard Products and substitute Standard Products manufactured to such modified specifications at any time without prior notice to Customer, provided such Standard Products substantially conform to the form, fit and function of the original Product. LSI may, at its own discretion, provide Customer with notice of a modification of specifications for Standard Products and may offer Customer the opportunity to place final purchase orders for the unmodified version of such Standard Products. LSI may at any time cease production of any Product. Prior to discontinuing a Product, excluding Software, LSI will make commercially reasonable efforts to provide Customer with six (6) months’ notice and, during such six (6) month period, Customer may place purchase orders for delivery within the twelve (12) months following notice of discontinuation. LSI reserves the right to provide a shorter notice and delivery schedule based on its business conditions.

6. Rescheduling, Cancellation.
Reschedule: Customer shall not defer or reschedule any purchase order, or any portion thereof, within thirty (30) days of the Shipment Date for such purchase order.

One Time Reschedule: Except as LSI may advise Customer otherwise, at any time prior to thirty (30) days from the Shipment Date, Customer may defer or reschedule any such purchase order, or any portion thereof, one time only, to a shipment date that is the sooner of: (a) not more than forty-five (45) days after the initial Shipment Date for such purchase order or (b) the last business day of LSI’s fiscal quarter in which that shipment was initially scheduled.

Cancellations: No purchase order or portion thereof may be cancelled which has been previously rescheduled at the request of Customer. Except as LSI may advise Customer otherwise, other purchase orders for Products may be cancelled, subject to the payment of a cancellation fee. The cancellation fee is a percentage of the value of the cancelled portion of the purchase order as follows: (a) for Custom ICs (i) 0% before start of wafer fab; (ii) 80% after start of fab but before start of assembly; and (iii) 100% after start of assembly; and (b) for Standard Products: (i) thirty one (31) or more days prior to the originally scheduled shipment date as set forth in LSI's order acknowledgment, 0%, and (ii) between the originally scheduled shipment date as set forth in LSI's order acknowledgement and thirty (30) days prior to such date, 100%. The relevant date of cancellation will be the date that LSI actually receives written notice of cancellation. Notwithstanding anything to the contrary in these Terms and Conditions, Customer may not cancel any purchase order or portion thereof, for Custom Board Products or Other Custom Products, without the prior written consent of LSI. LSI will set cancellation fees for Custom Board Products and Other Custom Products at its discretion on a case by case basis.

Notwithstanding the forgoing, in no event (i) shall Customer have the right to reschedule or cancel any order for any discontinued Product (including any Product in the process of being discontinued) or (ii) shall LSI be required to process any reschedule or cancellation request made after Product has been picked (i.e., begun the process for shipping).

7. Limited Warranty and Disclaimer.
LSI warrants that, for the following time periods, as measured from the date of shipment to Customer (each an “Applicable Warranty Period”), (i) production units of the Products, excluding Software and Software services, manufactured by LSI will be free from defects in material and workmanship, and substantially conform with the written specification furnished by or agreed to by LSI and (ii) that production units of Application Software and Firmware will substantially conform to LSI’s published specifications or documentation therefore:

  • Custom ICs and Standard ICs - one (1) year
  • Standard Adapter Boards  and Custom Board Products (except batteries, memory, and any other pluggable devices) and excluding any SSD based adapter - three (3) years
  • Standard Content Processing Boards – ninety (90) days
  • Other Custom Products – one (1) year
  • Batteries, memory, and any other pluggable devices - one (1) year
  • Standard SSD Adapters– the lesser of the period of thirty-six (36) months from the date of shipment to Customer or the end of the Drive Life, which is when the Drive Life Warranty Indicator reaches ten (10) or ten percent (10%).
  • SSD based adapter that is a Custom Board Product– the lesser of the period of thirty-six (36) months from the date of shipment to Customer or the end of the Drive Life, which is when the Drive Life Warranty Indicator reaches ten (10) or ten percent (10%).
  • Application Software and Firmware – ninety (90) days

If any failure of a Product (excluding Software and Software services) to conform to this limited warranty (a “Defect”) is suspected, Customer, after obtaining a Returned Material Authorization number from LSI, shall ship suspected defective samples to LSI, following LSI's instructions regarding the return. No Product will be accepted for repair, replacement, credit or refund without the written authorization of and in accordance with LSI’s instructions. LSI shall analyze the failures, making use, when appropriate, of technical information provided by Customer relating to the circumstances surrounding the failures. LSI will verify whether any Defect appears in the Product. In cases where LSI expressly agrees to pay for freight for returns of Product containing a Defect (“Defective Product”), freight will be paid based on the original “ship to” location, and Customer may be required to perform export clearance. If LSI determines that the returned Products do not contain a Defect, Customer shall pay LSI all costs of handling, inspection, repairs and transportation at LSI’s then prevailing rates. LSI shall, at LSI's option, either repair or replace the Defective Product with the same or equivalent Product without charge at LSI’s manufacturing or repair facility, or credit or refund the purchase price to the extent of product life remaining if applicable, provided: (i) Customer notifies LSI in writing of the claimed Defect within thirty (30) days after Customer knows or reasonably should know of the claimed Defect, (ii) LSI's examination of the returned Product discloses that the claimed Defect actually exists and (iii) the Defect appears within the Applicable Warranty Period. Replacement Products may be refurbished. Any Product that has either been repaired or replaced by LSI under the terms of this limited warranty will have warranty coverage for the remaining period of time of the originally shipped Product.

LSI’s sole obligation under this warranty with respect to Firmware or Application Software is to use commercially reasonable efforts to correct or to replace any non-conforming Firmware or Application Software or, in LSI’s sole discretion, to require return of the same and refund to Customer all amounts paid by Customer for the nonconforming Firmware or Application Software.

The above warranty does not apply to, and LSI makes no warranties with respect to Other Software, samples, drawings, descriptive matter, and advertising issued by LSI and any descriptions or illustrations contained in LSI’s catalogues or brochures, or Products that are experimental products, prototypes (including X-code and M-code units), Products which are bare semiconductor dies, or not finished or fully encapsulated devices (other than preamps), pre-production units or units from risk lots (all of which are provided “AS IS”), or to items which have been damaged after shipment, subjected to misuse, neglect, accident or abuse or operating or environmental conditions that deviate from the parameters established in applicable specifications; or have been improperly installed, stored, maintained, repaired or altered by anyone other than LSI; or have had their serial numbers or month and year of manufacture or shipment removed, defaced or altered or in the case of Application Software or Firmware, any products for which LSI does not receive payment of a license fee. LSI does not warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, LSI does not warrant that the Software or any equipment, system or network on which such Software is used will be free of vulnerability to intrusion or attack. This warranty does not extend to any system into which a Product is incorporated. This warranty applies only to Customer and may not be assigned or extended by Customer to any of its customers or other users of the Products. LSI will not accept any returns from Customer’s customers or users of Customer’s products. As used herein “risk lots” refers to production units of Custom ICs, Other Custom Products, or Custom Boards, ordered by Customer prior to formal production approval. In no event shall Seller be responsible for deinstallation or reinstallation of any Product or item or for the expenses thereof.

EXCEPT FOR THE LIMITED WARRANTY STATED IN THIS SECTION, ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO ANY PRODUCT OR OTHER ITEMS DELIVERED UNDER THESE TERMS AND CONDITONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. This section sets forth LSI’s sole obligation and Customer’s exclusive remedy for any damages caused by any Product defect or failure.

8. Confidential Information.
 Customer acknowledges that materials received from LSI may be considered confidential and proprietary (“Confidential Information”). Customer agrees to maintain in strict confidence such information that, if disclosed in writing, is identified and marked as confidential (or with words of similar meaning) at the time of its disclosure or that, if disclosed verbally, by its nature and the circumstances of disclosure, should be considered confidential. All information disclosed in electronic form will be deemed confidential. Customer shall not disclose Confidential Information to any third party without the prior written consent of LSI. Customer shall protect Confidential Information from disclosure to others with at least the same degree of care as Customer exercises to protect its own information of similar type and importance, but in no event with less than reasonable care. The obligation of confidentiality will not apply, or will cease to apply, to any information that: (a) was known to Customer prior to its receipt of Confidential Information; (b) is or becomes publicly available without breach of these Terms and Conditions; (c) is received from a third party without an obligation of confidentiality to LSI; or (d) is developed independently by employees of Customer not having access to such Confidential Information.

9. Intellectual Property.
LSI and Customer agree that no ownership rights are transferred under these Terms and Conditions, and LSI retains all right, title and interest in and to inventions, discoveries, improvements, methods, ideas, programs, and related documentation, other works of authorship fixed in any tangible medium of expression, mask works or other forms of intellectual property, whether or not patentable, copyrightable or subject to mask work rights or other forms of protection, which are made, created, developed, written, conceived or first reduced to practice by LSI solely, jointly or on its behalf, in the course of, arising out of or as a result of work done related to the Products including, but not limited to, any and all patents, copyrights, trademarks, trade secrets arising out of or subsisting in or related to the Products.

Software provided by LSI to Customer is licensed, not sold. To the extent that Software is not governed by a separate software license agreement agreed to by the parties in writing or accompanying the Products, LSI grants to Customer a revocable, non-exclusive, worldwide, non-transferable, royalty-free license to use, perform, display, reproduce and distribute the Software solely as incorporated into, or used in connection with, other Products (but not on a standalone basis) directly, or through Resellers by means of multiple tiers of distribution, to End Users; and with the right to sublicense to Resellers only, the right to distribute the Software solely as incorporated into, or used in connection with, other Products (but not on a standalone basis) to End Users. LSI does not grant any right to sell or license the Software on a stand-alone basis. The licenses granted in this Section are subject to the restrictions set forth below. Customer may sublicense the right to use and reproduce the Software to its contract manufacturers (“CMs”) and/or original design manufacturers (‘ODMs”) for purposes of manufacturing Customer’s products, provided that each such CM and ODM agrees to abide by the terms hereof and Customer shall remain responsible for any failure of its CMs or ODMs to so comply.

Customer will not itself or allow any Reseller or third party to: (a) reproduce the Software; (b) modify, incorporate into or with other software, or create a derivative work of any part of the Software, (c) reverse-engineer any Products or decompile, disassemble, or otherwise attempt to derive the source code of the Software except to the extent such restriction is prohibited by applicable law; (d) distribute, sublicense, lease, rent, loan or otherwise transfer the Software to any third party except as expressly permitted herein; (e) remove Software from any Product into which such Software has been embedded; or (f) use the Software to provide processing services to third parties or otherwise use the Software on a service bureau basis, electronically distribute or timeshare the Software or market the Software by interactive cable or remote processing services.

Customer shall not distribute or disclose the Software, nor permit any Reseller or third party to distribute or disclose the Software, except pursuant to an agreement with terms at least as protective as those set forth herein. The sale of any Product by LSI shall not in any way confer upon Customer, or upon anyone claiming under Customer, any license (expressly, by implication, by estoppel or otherwise) under any patent claim of LSI or others covering or relating to any combination, machine or process in which such Product is or might be used, or to any process or method of making such Product.

Copyright Notices. Customer agrees that it will not remove any copyright notices, proprietary markings, trademarks or trade names from any Product. Customer shall reproduce LSI’s copyright notice (if any) and all other proprietary notices on all copies of Product, including copies in machine-readable form. All copies of Software (including any derivative works) shall be and remain the property of LSI or, if applicable, LSI’s licensor.

Trademarks. Customer shall not use the name LSI or any of LSI’s trademarks or service marks as part of its corporate or other legal name, or as part of the name under which it conducts business. In addition, Customer shall not have the right to use the LSI name, trademarks or service marks in any other way unless and until an LSI trademark license has been duly executed between Customer and LSI.

10. Force Majeure.
LSI will have no liability for delays or failures in performance of any obligation under these Terms and Conditions that are caused by any act or occurrence that is beyond LSI’s reasonable control, including, but not limited to, fire, flood, earthquake or other natural disaster, shortages of materials, labor disputes, war or civil disturbance, declared acts of terrorism, disruption of normal production, inadequate yield of products despite LSI’s reasonable efforts, or an interruption of the means of transportation (“Force Majeure Events”). In such event, LSI’s performance will be excused for the time that the Force Majeure Event continues. LSI may, in the event of such circumstance, allocate Products in a fair and reasonable manner, taking into account LSI’s contractual commitments, its available production output among itself and its other customers, including, at LSI’s option, those not under contract.

11. Export Control.
Customer acknowledges that any Products, Software, and/or technical information (including, but not limited to services and training) provided hereunder may be subject to export controls, including but not limited to export controls administered under the U.S. Export Administration Regulations (EAR). Upon delivery of such Products, Software and/or technical information (including, but not limited to services and training), Customer shall be responsible for ensuring compliance with all applicable export laws and regulations relating to the export thereof, and will not export or re-export any Products, Software and/or technical information (including, but not limited to services and training) received from LSI in violation of any applicable law. Customer agrees that none of such items, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to prohibited or embargoed countries, nor be used for any prohibited end-use, such as nuclear activities, chemical/biological weapons, or missile projects, unless expressly authorized by the U.S. Government. If requested, Customer agrees to sign written assurances and other export-related documents as may be required to comply with U.S. export regulations or any other governmental regulatory agency requirement. Customer warrants that in performance of this Agreement it has complied with and shall comply with all applicable federal, state, local laws, regulations and ordinances now or hereafter enacted.

12. Limitation of Liability; Exclusive Remedies.
For purposes of the limitations of liability set forth herein, “LSI” shall include LSI, its affiliates, subsidiaries, and the directors, officers, employees, agents, representatives, subcontractors and suppliers of each of them. LSI’s entire liability and Customer’s exclusive remedy against LSI for any damages caused by any Product defect or failure or arising from the performance or non-performance of any work, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be: (1) for failure to deliver or for delays in delivery of production quantities, LSI shall have no liability unless the delivery is delayed by more than thirty (30) days by causes not attributable either to Customer or to the conditions beyond LSI’s reasonable control in which case Customer shall have the right, as its sole remedy, to terminate the order without incurring termination charges; (2) for bodily injury or death to any person proximately caused by LSI, Customer’s right to proven direct damages; and (3) for any other claims, LSI’s liability shall be limited to direct damages that are proven, in an amount not to exceed $100,000. Moreover, in no event will LSI’s aggregate liability exceed proven direct damages in an amount equal to ten percent (10%) of the aggregate consideration paid by customer to LSI for the Products giving rise to the claim over the 12-month period preceding the event giving rise to the claim. Multiple claims will not enlarge this limit. This limitation of liability shall apply whether or not such claim is foreseeable, even if LSI has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any exclusive remedy provided in these Terms and Conditions.

In no event will LSI be liable for any special, indirect, punitive, incidental or consequential damages (including, without limitation, loss of profits or revenue, or costs of procurement of substitute goods) arising out of, or in connection with these Terms and Conditions or arising out of any act or omission by LSI or its suppliers or contractors occurring in connection with performance under these Terms and Conditions regardless of the form of action, whether based in contract or in tort (including negligence), statute, whether or not foreseeable, even if LSI has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any exclusive remedy provided in these Terms and Conditions.

13. High Risk Uses.
 ALL PRODUCTS AND SOFTWARE ARE MANUFACTURED SOLELY FOR STANDARD COMMERCIAL APPLICATIONS AND ARE NOT INTENDED FOR USE IN ANY CRITICAL SAFETY SYSTEM, LIFE-SUPPORT SYSTEM, MEDICAL DEVICE, NUCLEAR FACILITY, MILITARY DEVICE, SATELLITE, AVIATION EQUIPMENT OR OTHER HIGH-RISK APPLICATIONS (“HIGH-RISK APPLICATIONS”). LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USE OF THE PRODUCT OR SOFTWARE FOR ANY HIGH-RISK APPLICATIONS. CUSTOMER WARRANTS THAT IT WILL NOT USE, OR KNOWINGLY PERMIT ANY OF ITS DIRECT OR INDIRECT CUSTOMERS TO USE ANY PRODUCT OR SOFTWARE IN ANY HIGH-RISK APPLICATIONS. CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT LSI INCURS IN CONNECTION WITH A BREACH OF THIS WARRANTY.

14. Miscellaneous.
14.1 Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Neither party, nor its agents or employees, shall be deemed to be the agent, employee, joint venture partner, partner or fiduciary of the other party. Neither party shall have the right to bind the other party, transact any business on behalf of or in the name of the other party, or incur any liability for or on behalf of the other party.

14.2 Assignment. Customer shall not assign these Terms and Conditions or any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of LSI. Subject to the foregoing, these Terms and Conditions will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns. Any attempted assignment in violation of this Section shall be null and void.

14.3 Governing Law. The parties are familiar with New York commercial law, have been guided by New York commercial law in their negotiation of this matter, and desire to avoid uncertainty and disputes concerning the law that will govern these Terms and Conditions between the parties. Each party conducts business in the State of New York. Accordingly, the parties expressly intend and agree that the construction, interpretation, and performance of these Terms and Conditions and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and excluding the Convention for the International Sale of Goods.

14.4 Waiver. No failure or delay on the part of either party in the exercise of any right or privilege hereunder shall operate as a waiver thereof or of the exercise of any other right or privilege hereunder, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege.

14.5 Other Rights. Nothing contained in these Terms and Conditions shall be construed as conferring by implication, estoppel, or otherwise upon either party or any third party any license or other right except, solely as to the parties hereto, the rights expressly granted hereunder.

14.6 Publicity. All publicity concerning this transaction referring to the other party shall require the other party’s prior written approval, which shall not be unreasonably withheld; provided, however, that nothing in this section shall be construed to limit the right of either party to issue such disclosures that are reasonably believed by that party to be required by law.

14.7 Notice. Any notice or claim provided for herein shall be in writing and addressed to LSI as set forth below, and shall be given (i) by personal delivery, effective upon delivery, (ii) by first class mail, postage prepaid, addressed as set forth below, effective one (1) business day after proper deposit in the mail, or (iii) by facsimile directed to the facsimile number set forth below, but only if accompanied by mailing of a copy in accordance with (ii) above, effective as of the date of facsimile transmission.

LSI Corporation
1110 American Parkway NE
Allentown, PA 18109
U.S.A.
Attn: VP, Commercial Law Group
Facsimile: (610) 712-1450

14.8 U.S. Government End Users. All Software and documentation provided hereunder qualify as “commercial items,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 52.227-19, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Customer will provide to Government end user, or, if these Terms and Conditions directly apply, Government end user will acquire, such software and documentation with only those rights set forth herein that apply to non-governmental end users. Use of such software and documentation constitutes agreement by the government entity that the computer software and documentation is commercial, and constitutes acceptance of the rights and restrictions herein.

14.9 Entire Agreement. These Terms and Conditions embody the final, complete and exclusive agreement between the parties. These Terms and Conditions may not be amended by Customer without prior written consent of LSI.