ON Semiconductor Software Development Tools End User License Agreement ("EULA")

This Software Development Tools End User License Agreement ("EULA") is made
and entered into between SEMICONDUCTOR COMPONENTS INDUSTRIES LLC, a
Delaware limited liability company and its subsidiaries and affiliates with
an address at 5005 E. McDowell Road, Phoenix, Arizona 85008, (dba "ON
Semiconductor") and you ("Licensee"), either an individual or a single
entity for the ON Semiconductor software that accompanies this EULA, which
includes computer software and may include firmware, associated media,
printed materials, and/or electronic documentation ("Software").  You agree
to be bound by the terms of this EULA by installing, copying, or using this
software.  If you do not agree with the terms of this EULA, you must not use
or install this software and you may return it to your place of purchase
for a full refund (if applicable).

1.0 Software License.

  1.1 Rights Granted.  Subject to the terms and conditions of this EULA, ON
  Semiconductor grants to Licensee, an individual, a personal, non-exclusive
  license to use the Software to design, develop, test, and demonstrate
  Licensee's software or firmware products ("Licensee Software") for
  execution on or with ON Semiconductor products or with ON Semiconductor
  products combined with other related hardware, including Licensee's
  hardware ("Licensed Product").

  1.2 Each user of the Software must have an individual license for the
  Software (a "Seat").  The number of individual licensed users ("Seats") is
  stipulated on the product purchase agreement for the Software.  If the
  number of licensed users ("Seats") is not stipulated in such an agreement,
  a one (1) seat license use is granted to Licensee.

  1.3 Licensee may make copies of Software for backup purposes only, as long
  as such copies are not distributed outside of Licensee's premises.

2.0 Third Party Software.  The Software may include third-party software
programs ("Third Party Software"), which are provided for the convenience
of Licensee, and Licensee's use of such Third Party Software is subject to
the terms and conditions of any license agreement stipulated by that third
party, and Licensee hereby agrees to be bound thereto.

3.0 Redistributable Software.

  3.1 The Software may also include certain source code identified as "Sample
  Code", which is located in a file designated, for example, as
  "RedistributableSoftware.txt".  In addition to the rights granted under
  Section 1.1, ON Semiconductor grants to Licensee, an individual, a
  personal, non-exclusive and royalty-free license to use and modify the
  source code version of the Sample Code for the sole purpose of designing,
  developing, testing, and demonstrating Licensee Software with Licensed
  Products only; and to copy and distribute object code versions of the
  Sample Code for use with Licensed Products only and subject to the
  redistribution requirements of Section 3.3.

  3.2 The Software may further include components identified as
  "Redistributable Software", which are located in the file designate.  Also,
  such Redistributable Software or components thereof may include their own
  EULA for redistribution use ("Redistribution EULA").  In addition to the
  rights granted under Section 1.1, ON Semiconductor grants to Licensee an
  individual, a personal, non-exclusive and royalty-free license to copy and
  distribute object code versions of the Redistributable Software for use
  with Licensed Products only and subject to the redistribution requirements
  of Section 3.3.

  3.3 If Licensee elects to distribute Sample Code or Redistributable
  Software as defined above, Licensee agrees (a) to distribute the Sample
  Code and/or Redistributable Software in object format only; (b) that Sample
  Code and/or Redistributable Software will only be used on or with Licensed
  Products; (c) that if the Sample Code and/or Redistributable Software is
  distributed outside of Licensee's organization or premises that it be
  pursuant to an applicable Redistribution EULA or pursuant to an end user
  license agreement with terms no less rigid than the terms of this EULA
  (which may be "break-the-seal", "click-wrap", or signed); (d) to not remove
  or obscure any copyright, trademark or patent notices in the Software as
  delivered to Licensee; (e) to indemnify, hold harmless, and defend ON
  Semiconductor from and against any claims or lawsuits, including attorney's
  fees, that arise or result from the use or distribution of the Licensee
  Software; (f) to otherwise comply with the terms of this EULA; and (g)
  agree that ON Semiconductor reserves all rights not expressly granted.

  3.4 In the event that the terms of any Redistribution EULA conflicts with
  the terms of this Agreement, the terms of this Agreement shall apply.

4.0 Software Updates.  "Updates" includes all updates, upgrades, add-ons,
plug-ins, features, revised or additional components to the Software
provided by ON Semiconductor, including the means or services
(Internet-based or otherwise) used to deliver the Updates.  The terms of
this EULA apply to all such Updates made available to the Licensee after
the date the Licensee obtains the initial distribution of the Software,
unless other overriding license terms are provided along with the Updates.

5.0 Upgraded Software.  If the Software accompanying this EULA is provided
by ON Semiconductor as an upgrade to previous similar software, the terms
of this EULA shall prevail for the Software accompanying this EULA even if
the user downgrades to the previous version of the software.  If the product
purchase agreement for the previous version of the software did not include
a specified number of seats, but the license to the previous version of the
software did include a specification of a number of users or Seats, that
number of Seats shall be interpreted as the number of seats for this
Software.

6.0 License Restrictions.

6.1 Licensee acknowledges the license granted under this EULA does not
allow Licensee, nor shall Licensee authorize any third party, to
redistribute any Software (except for designated Sample Code or
Redistributable Software).

6.2 "Confidential Information" includes the technology information,
proprietary information or trade secrets provided by or disclosed to
Licensee in connection with the Software.  Licensee shall not use ON
Semiconductor Confidential Information for any purposes other than the
purposes set forth in this EULA, and shall maintain in confidence all
Confidential Information communicated, discussed, delivered, or made
available by ON Semiconductor.  Licensee shall have no obligation to ON
Semiconductor with respect to any confidential information that Licensee
can prove (a) is or has become generally known or available, through no
breach of this EULA by Licensee; (b) is already known by Licensee without
obligation of confidentiality as proven by competent evidence; (c) is
rightfully received from a third party without obligation of
confidentiality through no breach of this EULA by Licensee; (d) is
independently developed by Licensee without reference to or use of ON
Semiconductor Confidential Information.  Where there is a discrepancy
between the restrictions on Confidential Information disclosure described
in this clause and that described in any other agreement entered into
between Licensee and ON Semiconductor, the more restrictive agreement shall
apply.

7.0 Ownership and Compliance.  ON Semiconductor owns and shall retain all
right, title and interest in and to the Software including all intellectual
property rights therein, and Licensee shall have no rights with respect to
the Software other than the rights granted in this EULA.  Licensee shall
retain all right, title and interest in and to any Licensee component of a
Licensed Product or Licensee Software except to the extent that any ON
Semiconductor intellectual property is incorporated therein.  All ownership
rights to Sample Code and Redistributable Software as provided by ON
Semiconductor, or any ON Semiconductor intellectual property contained
therein, remain with ON Semiconductor, whether or not Sample Code is
modified and/or distributed by Licensee, and whether or not Redistributable
Software is distributed by Licensee.

8.0 Reverse Engineering.  Licensee may not, and Licensee may not permit any
other party, to disassemble, decompile, or otherwise reverse engineer the
Software, except, and only to the extent that such activity is expressly
permitted by law except for the conditions outlined herein.

9.0 Maintenance.  ON Semiconductor will not provide any maintenance to the
Licensee's customers for the Software licensed under this EULA.  Any direct
maintenance or support terms provided to Licensee are stipulated in the
product purchase agreement.

10.0 Termination.  Either party may terminate this EULA if the other party
materially breaches the EULA and the breach cannot be cured, or is not
cured within thirty (30) days after written notice from the non-defaulting
party.  Upon termination by either party, all copies of the Software must be
uninstalled, deleted, and destroyed.  Licensee shall immediately cease
distribution of the Redistributable Software.  The following provisions
shall survive any termination or expiration of this Agreement: 6.2, 7.0,
8.0, 11.0, 12.1, and 12.2.

11.0 Indemnification.  Licensee will at all times indemnify and hold
harmless ON Semiconductor from and against any and all claims, damages,
liabilities, costs and expenses (including legal expenses and counsel fees)
arising out of (a) any use of the Licensed Product or Licensee Software by
any end user, and/or (b) distribution or use of the Sample Code or the
Redistributable Software by the Licensee.

12.0 Disclaimers.

12.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND
FITNESS FOR A PARTICULAR PURPOSE.  LICENSEE SHALL MAKE NO WARRANTY OR
INDEMNITY, EXPRESS OR IMPLIED, ON BEHALF OF ON SEMICONDUCTOR.  ON
SEMICONDUCTOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR FREE.  LICENSEE ACKNOWLEDGES THAT ON
SEMICONDUCTOR PROVIDES NO INDEMNIFICATION FOR LICENSEE FOR DAMAGES OR
INJUNCTIVE RELIEF ARISING UNDER ANY CLAIM OR CAUSE OF ACTION BROUGHT BY A
THIRD PARTY INCLUDING ANY END USER UNDER PATENT, COPYRIGHT, TRADE SECRET
AND/OR ANY OTHER BODY OF INTELLECTUAL PROPERTY LAW.

12.2 IN NO EVENT SHALL ON SEMICONDUCTOR BE LIABLE TO LICENSEE OR ANY OTHER
PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR
LOSS OF GOODWILL, WORK STOPPAGE, LOST DATA, OR COMPUTER HARDWARE OR
SOFTWARE DAMAGE, FAILURE OR MALFUNCTION, LOSS OF PROFIT OR REVENUE, OR
CLAIMS BY THIRD PARTIES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN ON SEMICONDUCTOR
AND LICENSEE, WHETHER OR NOT ON SEMICONDUCTOR IS ADVISED OF THE POSSIBILITY
OF SUCH LOSS.

13.0 Governing Law.  The terms of this EULA shall be interpreted, construed
and governed in all respects in accordance with the laws of New York,
U.S.A., excluding its conflict of laws provisions.

14.0 Entire Agreement.  This Agreement together with ON Semiconductor
Standard Terms and Conditions of Sale constitutes the entire understanding
of the parties, and revokes and supersedes all prior agreements, oral or
written, between the parties, and is intended as a final expression of
their Agreement.  This Agreement shall take precedence over any other
documents that may be in conflict therewith.

LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS
IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
