TEXAS INSTRUMENTS INCORPORATED ("TI")
TERMS AND CONDITIONS FOR THE PROVISION AND RECEIPT OF
SAMPLES OF TI PRODUCTS




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GENERAL:

SAMPLES OF TI PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND FOR EXPERIMENTAL AND TESTING PURPOSES ONLY. You, the recipient of samples, may not use samples in final production systems, and may not resell samples. TI DISCLAIMS ALL WARRANTIES AND ANY AND ALL LIABILITIES, EXPRESS OR IMPLIED, REGARDING SAMPLES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY LIABILITY FOR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LIABILITY FOR ANY OTHER DAMAGES OF ANY KIND.

TI may provide technical, applications or design advice, quality characterization, reliability data or other services in connection with these samples or otherwise. ANY SUCH ADVICE OR ASSISTANCE IS PROVIDED "AS IS," AND "WITH ALL FAULTS" AND TI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. Further, you agree that TI's provision of these services shall not alter the exclusion of warranties and liabilities for product samples as set forth above, and that no additional obligations or liabilities shall arise from TI providing such services.

Any sale of TI products by TI shall be exclusively subject to and governed by the Texas Instruments Incorporated Standard Terms and Conditions of Sale for Semiconductor Products available at http://www.ti.com/sc/docs/stdterms.htm.
USE OF TI PRODUCTS IN SAFETY-CRITICAL, MILITARY AND AUTOMOTIVE APPLICATIONS:

TI products are not authorized for use in safety-critical applications (such as life support) where a failure of the TI product would reasonably be expected to cause severe personal injury or death, unless officers of the parties have executed an agreement specifically governing such use. You shall fully indemnify TI and its representatives against any damages arising out of the unauthorized use of TI products in such safety-critical applications.

TI products are neither designed nor intended for use in military/aerospace applications or environments unless the TI products are specifically designated by TI as military-grade or "enhanced plastic". Only products designated by TI as military-grade meet military specifications. You acknowledge and agree that any such use of TI products which TI has not designated as military-grade is solely at your risk, and that you are solely responsible for compliance with all legal and regulatory requirements in connection with such use.

TI products are neither designed nor intended for use in automotive applications or environments unless the specific TI products are designated by TI as compliant with ISO/TS 16949 requirements. In any case of such use of non-designated products, TI will not be responsible for any failure to meet ISO/TS 16949 requirements.

You represent that you have all necessary expertise in the safety and regulatory ramifications of your applications, and you acknowledge and agree that you are solely responsible for compliance with all legal, regulatory and safety-related requirements concerning your products and any use of TI products in your applications, notwithstanding any applications-related information or support that may be provided by TI
GOVERNING LAW:

This contract shall be governed by and interpreted in accordance with the laws of the state of Texas, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of this contract will continue in full force and effect. This contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (UN-CISG), or by the Uniform Computer Information Transactions Act (UCITA). You agree that non-exclusive jurisdiction for any dispute arising out of or relating to this contract lies within courts located in the state of Texas and consents to venue in Dallas County, Texas. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and TI may seek injunctive relief in any United States or foreign court.
EXPORT CONTROL:

You agree that unless prior authorization is obtained from the U.S. Department of Commerce, neither you nor your subsidiaries shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in part 772 of the Export Administration Regulations of the U.S. Department of Commerce ("EAR")), received from TI, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or direct product is prohibited by the EAR. You furnish the assurances provided herein to TI in compliance with part 740 (technology and software under restriction) of the EAR.

You further agree to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code received from TI under this contract or any direct product of such technical data, software or software source code. Accordingly, you shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by us or applicable non-US laws. Further, you shall give notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such product, technical data, software or software source code from you with the intention of exportation. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. If government approvals cannot be obtained, TI may terminate, cancel or otherwise be excused from performing any obligations it may have under this contract.

Any product export classification made by TI shall be for TI's internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such product or whether an export license or other documentation is required for the exportation of such product. The entire export control section contained herein shall survive termination of this contract.


ENTIRE AGREEMENT:

This contract constitutes the entire agreement between the parties relating to the provision of the product samples of TI products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the provision of product samples of TI products made by any TI representative, which are not stated herein, shall be binding on TI. No addition to or modification of any provision of this contract shall be binding upon TI unless made in writing and signed by a duly authorized TI representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any order for product samples or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and order acknowledgements. The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.