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If you agree to this Agreement on behalf of a company, you represent and warrant that you have authority to bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company.
In that event, "Licensee" herein refers to such company. Delivery of Content. Licensee agrees that it has received a copy of the Content, including Software i. BOM, Gerber, user manual, schematic, test procedures, etc. Licensee agrees that the delivery of any Software does not constitute a sale and the Software is only licensed.
ON Semiconductor shall own any Modifications to the Software. At a minimum such license agreement shall safeguard ON Semiconductor's ownership rights to the Software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement. Except as expressly permitted in this Agreement, Licensee shall not use, modify, copy or distribute the Content or Modifications.
Except as expressly permitted in this Agreement, Licensee shall not disclose, or allow access to, the Content or Modifications to any third party. Except as expressly permitted in this Agreement, Licensee shall not itself and shall restrict Customers from: copying, modifying, creating derivative work of, decompiling, disassembling or reverse-engineering the Content or any part thereof.
Warranty Disclaimer. No Support Obligation. However, during the term of this Agreement ON Semiconductor may from time-to-time in its sole discretion provide such Support to Licensee, and provision of same shall not create nor impose any future obligation on ON Semiconductor to provide any such Support.
Licensee is and shall be solely responsible and liable for any Modifications and for any Licensee Products, and for testing the Software, Modifications and Licensee Products, and for testing and implementation of the functionality of the Software and Modifications with the Licensee Products.
The term of this agreement is perpetual unless terminated by ON Semiconductor as set forth herein. ON Semiconductor shall have the right to terminate this Agreement upon written notice to Licensee if: i Licensee commits a material breach of this Agreement and does not cure or remedy such breach within thirty 30 days after receipt of written notice of such breach from ON Semiconductor; or ii Licensee uses the Software outside of the scope of the Agreement; or iii Licensee becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not dismissed with prejudice within sixty 60 days after filing.
The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: 2. Upon the effective date of termination of this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use, copying, modification and distribution of the Content and shall promptly either destroy or return to ON Semiconductor all copies of the Content in Licensee's possession or under Licensee's control.
Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to ON Semiconductor. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments "Export Laws" to ensure that neither the Content, nor any direct product thereof is: i exported directly or indirectly, in violation of Export Laws; or ii intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical or biological weapons proliferation.
Limitation of Liability. ON Semiconductor shall: a notify Licensee promptly upon learning of such a Claim; b give Licensee reasonable information and assistance regarding such Claim; and c tender to Licensee authority to direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided however that Licensee shall not enter into any such settlement without ON Semiconductor's express prior written consent, which consent shall not be unreasonably withheld.
Licensee agrees that it shall not issue any press releases containing, nor advertise, reference, reproduce, use or display, ON Semiconductor's name or any ON Semiconductor trademark without ON Semiconductor's express prior written consent in each instance; provided, however, that Licensee may indicate that the Licensee Product is interoperable with ON Semiconductor Products in product documentation and collateral material for the Licensee Product.
Performance Comparisons. Licensee shall not distribute externally or disclose to any Customer or to any third party any reports or statements that directly compare the speed, functionality or other performance results or characteristics of the Software with any similar third party products without the express prior written consent of ON Semiconductor in each instance; provided, however, that Licensee may disclose such reports or statements to Licensee's consultants i that have a need to have access to such reports or statements for purposes of the license grant of this Agreement, and ii that have entered into a written confidentiality agreement with Licensee no less restrictive than that certain NDA.
Neither this Agreement, nor any of the rights or obligations herein, may be assigned or transferred by Licensee without the express prior written consent of ON Semiconductor, and any attempt to do so in violation of the foregoing shall be null and void.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. Any provision of this Agreement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Failure by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed by the party charged with such waiver. The remedies herein are not exclusive, but rather are cumulative and in addition to all other remedies available to ON Semiconductor. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section 2.
Upon reasonable advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by Licensee in writing such approval not to be unreasonably withheld , to examine and audit such records and Licensee's compliance with the terms of Section 2. Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor.
All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee "Licensee Confidential Information" , and ON Semiconductor shall protect the confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties with the sole exception of the independent third party auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit rights described in this Section Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto.
The parties hereto are for all purposes of this Agreement independent contractors, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations. In this Agreement, words importing a singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof.
This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representations or discussions, written or oral, between the parties regarding the subject matter hereof.
This Agreement may not be amended except in writing signed by an authorized representative of each of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same agreement. Notwithstanding any terms to the contrary in any non-disclosure agreements between the Parties, Licensee shall treat this Agreement and the Content as ON Semiconductor's "Confidential Information" including: not using the Confidential Information except as expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information; and not disclosing the Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, or as otherwise required by law.
It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will remain the property of ON Semiconductor, and the Licensee is authorized to use those materials only in accordance with the terms and conditions of this Agreement.
Nothing contained in this Agreement limits a party from filing a truthful complaint, or the party's ability to communicate directly to, or otherwise participate in either: i any investigation or proceeding with a United States government agency alleging a securities law violation, waste, fraud, or abuse; or ii an investigation or proceeding that is protected under a whistleblower provision of a U.
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BAS21: General Purpose High Voltage Diode