MicroChip-PK2

IMPORTANT: 
YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
TO RECEIVE A LICENSE FOR THE ACCOMPANYING SOFTWARE.  TO ACCEPT THE
TERMS OF THIS LICENSE, OPEN THIS PACKAGE AND PROCEED WITH THE
DOWNLOAD OR USE OF THE SOFTWARE.  IF YOU DO NOT ACCEPT THESE LICENSE
TERMS, DO NOT OPEN THIS PACKAGE, DOWNLOAD, OR USE THIS SOFTWARE.

PICkit(tm) 2 PK2CMD SOFTWARE LICENSE 

This License Agreement (Agreement) is a contract between You (as
an individual or as a representative of your employer) and
Microchip Technology Incorporated ("Company") for the PICkit(tm) 2
PK2CMD software (including source code) accompanying this Agreement
(the "Software").  In consideration for access to the Software, You
agree to be bound by this Agreement. 

1.  LICENSE GRANT. Subject to all of the terms and conditions of
this Agreement, Company grants You a non-exclusive, non-
sublicensable, non-transferable license to use the Software with
Company products, modify the Software for use with Company products,
and market, sell or otherwise distribute: 

(a) Your end application that integrates Software and Company
    products ("Licensee Product"); or 

(b) Your modifications to the Software provided that the modified
    Software has the following copyright and disclaimer notice
    prominently posted in a location where end users will see it
    (e.g., installation program, program headers, About Box, etc.):

"Copyright (c) 2005-2008 Microchip Technology Inc. All rights
reserved. This version of the PICkit(tm) 2 PK2CMD Software has been
modified by [INSERT YOUR NAME, DATE OF SOFTWARE MODIFICATION HERE].
You may use, copy, modify and distribute the Software for use with
Microchip products only.  If you distribute the Software or its
derivatives, the Software must have this copyright and disclaimer
notice prominently posted in a location where end users will see it
(e.g., installation program, program headers, About Box, etc.).  To
the maximum extent permitted by law, this Software is distributed
"AS IS" and WITHOUT ANY WARRANTY INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE,
or NON-INFRINGEMENT. IN NO EVENT WILL MICROCHIP OR ITS LICENSORS BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGESOF ANY KIND ARISING FROM OR RELATED TO THE USE, MODIFICATION
OR DISTRIBUTION OF THIS SOFTWARE OR ITS DERIVATIVES."

You may not copy or reproduce all or any portion of Software, except
to the extent that such activity is specifically allowed by this
Agreement or expressly permitted by applicable law notwithstanding
the foregoing limitations.

All copies of the Software created by You or for You, including
derivatives, must include the copyright, trademark and other
proprietary notices as they appear on the original or, in the event
You modified the Software, the notice listed above. You may not
remove or alter any identifying screen that is produced by the
Software.

2.  OWNERSHIP AND TITLE. Software is licensed pursuant to the
    Agreement, not sold.  All right, title and interest, including
    intellectual property rights, in and to Software, derivatives
    thereof, implementation of the Software in microcontrollers,
    and hardware and software implementations of Software or
    derivatives shall remain in Company. You will not obtain
    ownership rights to derivatives of Software, and by accepting
    the terms of this Agreement assign any such rights to Company
    that You do receive.  Except as specifically stated in the
    Agreement, you are granted no other rights, express or implied,
    to the Software, derivatives thereof, or other Company
    intellectual property such as trade secrets, patents, 
    copyrights, and trademarks.

3.  CONFIDENTIALITY. You agree not to disclose Software to any
    third party, except as permitted by this Agreement.  To the
    extent that Software becomes part of the public domain, is
    independently developed, or obtained free from any obligation
    of confidentiality then the obligation of confidentiality
    under this Agreement shall not apply.

4.  COPYRIGHT. The Software is protected by U.S. copyright laws
    and international copyright treaties, as well as other
    intellectual property laws and treaties.

5.  TERMINATION OF AGREEMENT. Without prejudice to any other
    rights, Company may terminate this Agreement if You fail to
    comply with the terms and conditions of this Agreement.
    Upon termination, You shall immediately: (a) stop using and
    distributing the Software and derivatives thereof; (b) destroy
    all copies of the Software and derivatives in your possession;
    and (c) remove Software from any of Your tangible media and
    from systems on which the Software exists.  Termination of
    this License shall not affect the right of any end user or
    consumer to use Licensee Product or modified Software;
    provided that such product or modified Software was purchased
    or distributed prior to the termination of this License.

6.  DANGEROUS APPLICATIONS. You acknowledge that Software has not
    been designed to be fault tolerant.  You warrant that You will
    not use Software or derivatives in a dangerous, hazardous, or
    life supporting application where the failure of such
    application could lead directly to death, personal injury, or
    environmental damage.

7.  INDEMNITY. You will indemnify and hold Company and its
    licensor(s), its related companies and its suppliers, harmless
    for, from and against, any claims, costs (including attorney's
    fees), damages or liabilities, including without limitation
    product liability claims, arising out of: (a) Your use,
    modification and distribution of the Software and its
    derivatives; or (b) violation of this Agreement. COMPANY AND
    ITS LICENSOR(S) ASSUME NO RESPONSIBILITY FOR, NOR INDEMNIFY
    YOU AGAINST, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL
    PROPERTY CLAIMS BROUGHT AGAINST YOU RELATING TO THE SOFTWARE.

8.  NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY
    AND ITS LICENSOR PROVIDE SOFTWARE "AS IS" AND EXPRESSLY
    DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
    INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
    NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF
    USE OR PERFORMANCE OF SOFTWARE, AS WELL AS ANY DERIVATIVES OF
    THE SOFTWARE MADE FOR YOU OR ON YOUR BEHALF.  COMPANY AND ITS
    LICENSOR(S) ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR
    ERRORS OR OMISSIONS OF SOFTWARE AND DO NOT WARRANT THE
    FOLLOWING: (A) THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET
    YOUR REQUIREMENTS; (B) THE OPERATION OF SOFTWARE WILL BE
    UNINTERRUPTED OR ERROR-FREE; OR (C) ANY DEFECTS IN SOFTWARE
    WILL BE CORRECTED. 

9.  LIMITATION OF LIABILITY. COMPANY AND ITS LICENSOR TOTAL
    AGGREGATE LIABILITY IN CONTRACT, WARRANTY, TORT (INCLUDING
    NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY,
    INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE
    LICENSE FEE YOU PAID FOR THE SOFTWARE. IN NO EVENT SHALL
    COMPANY AND ITS LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
    INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA,
    HARM TO YOUR EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE
    GOODS, TECHNOLOGY OR SERVICES, ANY CLAIMS BY THIRD PARTIES
    (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF), ANY CLAIMS
    FOR INDEMNITY OR CONTRIBUTION, OR OTHER SIMILAR COSTS. If any
    remedy is determined to have failed of its essential purpose,
    all limitations of liability and exclusion of damages set forth
    in the limited warranty shall remain in effect.

10. SURVIVAL.  Sections 2-15 shall survive termination of this
     Agreement. 

11. CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS. You agree that
    this Agreement and any conflicts regarding Software, shall be
    construed, interpreted and governed by the laws, and subject
    to the exclusive jurisdiction of the state or territory in the
    Company Terms and Conditions of Sale ("T&Cs").  In the event
    that the T&Cs do not apply or the choice of law or
    jurisdiction are not indicated therein, then this Agreement
    shall be construed, interpreted and governed by the laws, and
    subject to the exclusive jurisdiction of the State of Arizona,
    U.S.A. without regard to any conflict of laws principles. You
    agree that regardless of any law to the contrary, any cause of
    action related to or arising out of this Agreement or Software
    must be filed within one year after such cause of action
    arose, or be considered waived.

12. EXPORT COMPLIANCE. You will not export or re-export Software,
    technical data, direct products thereof or any other items
    which would violate any applicable export control laws and
    regulations including, but not limited to, those of the United
    States and the United Kingdom.  You agree that it is Your
    responsibility to obtain copies of and to familiarize yourself
    fully with these laws and regulations to avoid violation.

13. ASSIGNMENT. Neither this agreement nor any rights, licenses
    or obligations hereunder, may be assigned by You without the
    Company's prior written approval.

14. ENTIRE AGREEMENT: MODIFICATIONS AND WAIVER. This Agreement
    constitutes the entire agreement of the parties with respect
    to the subject matter of this Agreement, and merges and
    supersedes all communications relating to this subject matter,
    whether written or oral. Except as expressly set forth in this
    Agreement, no modification of this Agreement will be effective
    unless made in writing signed by Company.  No failure or delay
    by Company or its licensor(s) to assert any rights or remedies
    arising from a breach of this Agreement shall be construed as a
    waiver or a continuing waiver of such rights and remedies, nor
    shall failure or delay to assert a breach be deemed to waive that
    or any other breach. If any part of this Agreement is found by a
    court of competent jurisdiction to be invalid, unlawful or
    unenforceable then such part shall be severed from the remainder
    of this Agreement and replaced with a valid provision that comes
    closest to the intention underlying the invalid provision.

Copyright (c) 2005-2008, Microchip Technology Inc. All rights
reserved.