• Fabrication for the SKY130 Open PDK
• 40 projects per shuttle

MULTI-PROJECT WAFER PROGRAM TERMS

Thank you for your interest in Efabless Corporation, a Delaware Corporation having its principal place of business at 2570 N 1st St, Suite 200, San Jose, California 95131 (“efabless”, “we”, or “us”), and our multi-project wafer program (the “Program”), pursuant to which you, an individual and independent semiconductor circuit designer or an authorized individual acting on behalf of a corporate entity that desires to participate in the Program (“you” or “Customer”) may submit your designs based on our Caravel design (your “Design”) for inclusion on a multi-project wafer (an “MPW”), and receive certain Deliverables.  These Multi-Project Wafer Program Terms (the “Agreement”), govern your participation in the Program. 

By clicking “I ACCEPT,” submitting a or otherwise participating in the Program, you are acknowledging that you have read, understand and agree to accept and be bound by the terms and conditions of this Agreement.  If you do not agree, you may not participate in the Program. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement, in which case "you" or “Customer” shall refer to such entity, and to each individual user (including you) participating in the Program on such entity’s behalf. The effective date of this Agreement (“Effective Date”) is the date that you accept or agree to this Agreement by clicking “I ACCEPT,” or otherwise accessing, or using the Services.  Use of our website and related services is subject to our Terms of Service (available online at https://efabless.com/terms_of_service, and which are incorporated by reference herein).

1. PROJECT SUBMISSION

• The Program. Company, together with one or more manufacturing and supply partners, provides the Program, pursuant to which eligible users may submit Designs for inclusion on a specific MPW (the “Project”). The details of the Program generally are as provided herein and as further described in in Exhibit A.

• Projects. Each Project will be conducted subject to the terms of this Agreement, together with certain Project-specific details, terms, and requirements (i.e. eligibility requirements, applicable fees, cost, estimated timelines, and number of parts to be produced, ) for the applicable Project set forth in the accompanying description materials (the “Project Page”). You must agree to the terms on the Project Page to be eligible to be considered for the Project.

• Sponsored Projects. From time to time, a third party (the “Sponsor”) may sponsor a specific MPW or other portion of the Program (a “Sponsored Project”), in which case certain Project details and applicable Project Terms may be set by the Sponsor, as set forth on the Project Page for the applicable Sponsored Project. Such additional terms may include reduced or waived fees, limitations on number participants, Design requirements, licenses, or other additional requirements.

• Project Submission; Schedule. Customer shall submit its Design to Company in accordance with the Project Terms, including being targeted to the correct process and designed for implementation in the correct carrier chip design (collectively, the Design so implemented, the “Combined Design”), and the submission guidelines and requirements provided on the Project Page and other Program documentation. You understand and agree that failure to provide all required materials (including applicable documentation and trade control certifications) may mean that you are ineligible to participate in the Program or a particular Project. You recognize that Company is under no obligation to review, test, validate, verify, or otherwise evaluate your submission in any way, though we reserve the right to do so, and to reject any Design submitted for any reason, including without limitation failure to provide any applicable requirement materials, or any determination by Company that inclusion of your Design in the Project will, directly or indirectly, lead to liability of any kind.  We will notify you if your Design has been rejected for participation in the Program. Customer acknowledges that any proposed Program schedules, reservation dates, and/or tape-out dates are estimates only and are subject to change at any time by Company for any reason.  Unless a Sponsored Program expressly waives the reservation fee, all Designs submitted to Company for the Program must be accompanied by a reservation fee (as set forth in the applicable Program ).  In the event that the Program does not proceed for any reason, as your sole remedy and Company’s sole liability to you, Company will refund your Reservation Fee.

• Project Reservations. Some Projects require a deposit to secure a reservation for a spot on the Project. Paying a deposit does not guarantee that your Design will be implemented in the Project, but your deposit will be refunded if your Design is not included for any reason (including if there are not enough eligible Designs submitted to fill the Project, or Company determines in its discretion not to complete the Project).  Deposits are creditable towards the Manufacturing Fee payable in respect of the manufacturing and delivery of the Deliverables.

• Deliverables. If Company includes your Design in an applicable Project, then Company use commercially reasonable efforts to arrange for the manufacture of the MPW, and deliver certain deliverables that are set forth in the applicable Program Page (“Deliverables”). All Deliverables are deemed accepted upon delivery to you. You understand that your participation in the Program, and the products and services provided to you are provided AS-IS, and without warranty of any kind.

2. FEES

• Fees. Customer shall pay Company the fees as set forth in the Program Page (the “Fees”), and shall be paid via one of our designated acceptable electronic payment mechanisms. Except as expressly set forth herein, all Fees and Expenses are quoted and/or invoiced in United States dollars and are nonrefundable.  

• Payment. In order to participate in a Project that involves any Fees you must have a payment mechanism on file with us.  Deposit payments are charged up front in order to be eligible for inclusion in a Project, and by registering to submit a Design for a Project that requires a deposit you are authorizing us to charge the Deposit Fee upon such registration.  Manufacturing Fees are payable upon tapeout of the Project, and by registering to submit a Design for a Project that requires a Manufacturing Fee, you are authorizing us to charge the Deposit Fee upon tapeout.  You understand and acknowledge that if your payment does not process, your reservation may be cancelled and filled with another Design (in which case your reservation will be returned), so it is solely your responsibility to ensure that the payment mechanism you have on file with is active and capable of being charged.

• Taxes. Fees do not include any local, state, federal or foreign taxes, levies, or duties of any nature. Customer is responsible for paying all taxes, excluding taxes based on Company's income. Any fees, costs, or expenses related to taxes or import duties related to the manufacture and delivery of the Deliverables your sole responsibility, and we reserve the right to invoice and collect such amounts from you directly in the event that any applicable authority charges such amounts directly to us.

3. TERM; TERMINATION

• Term. The Agreement will commence upon the Effective Date and will remain in effect until terminated pursuant to this Section 3.

• Termination for Cause. This Agreement terminate upon the earliest of: (1) thirty (30) days after written notice from one Party to the other of the defaulting Party’s material breach of this Agreement, which breach is not cured within such thirty (30)  day period; (2) immediately upon written notice by either Party to the other if the other Party becomes insolvent or initiates any insolvency or bankruptcy proceeding (provided that the proceeding is not dismissed or withdrawn within sixty (60) days thereafter), makes an assignment for the benefit of creditors or appoints any trustee or liquidator, or otherwise ceases to carry on business in the ordinary course.

• Effect of Termination. Termination of this Agreement shall not relieve Customer of the obligation to pay any Fees accrued or payable to Company prior to the effective date of termination (including with respect to the manufacture of Deliverables for which Company has already included in the applicable MPW Program). Upon termination of this Agreement, each Party will immediately return all Confidential Information, data, materials, and other property of the other Party in its possession.

• Survival. All rights to payment, causes of action, and any provision that, by their terms, are intended to survive termination, shall survive termination of this Agreement, including without limitation Sections 4 through 7.

4. PROPRIETARY RIGHTS

• Your Design. You retain all your right, title, and interest in and to your Design.  In order to facilitate your participation in the Program, you hereby grant to Company and its affiliates, partners (including any applicable Sponsor) and suppliers a nonexclusive worldwide, irrevocable, royalty-free, fully paid up right and license to incorporate your Design into Combined Design, and make, have made the Design as part of such ASIC, as provided herein, and to take any and all such interim steps using your Design as may be reasonably necessary to facilitate such design, manufacture, and delivery.

• Company reserves all its rights in and to the full carrier chip ASIC design known as Caravel and all modifications and derivative works it creates thereof.  Notwithstanding the generality of the foregoing you acknowledge that while the current version of Caravel is licensed for access and use under the terms of the Apache Software License version 2.0 (which includes certain rights to make modifications), efabless .

• Feedback. Any suggestions, enhancement requests, recommendations, or other feedback regarding Company’s products or services (“Feedback”) that Customer provides, shares, or discloses to Company is submitted to Company on a non-confidential basis (regardless of anything to the contrary in any Feedback or any accompanying correspondence), and Customer, under all its intellectual property or other applicable rights, hereby authorizes Company and its successors and licensees to exploit and sublicense such Feedback in any manner without payment, attribution, restriction, or limitation of any kind.

• Confidentiality. “Confidential Information” means any non-public information provided by a Party to the other Party that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, any trade secrets and information about either Party’s business, customers, technology, products and/or services. The receiving Party may only use Confidential Information to fulfill its express obligations under this Agreement. The receiving Party may not disclose any Confidential Information to any third party, except to its employees or consultants with a legitimate need-to-know who are under confidentiality obligations to the Receiving Party that are at least as restrictive as those set forth in this Agreement. The receiving Party will take every reasonable precaution to protect the confidentiality of Confidential Information.

5. TRADE CONTROLS. Customer agrees to comply with all applicable import, export, and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State and any similar applicable laws and regulations of another country.  Specifically, Customer agrees that it shall not, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of any manufactured parts or other items received from Company under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States or another applicable country, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.  Additionally, in order to aide Company in its compliance with these laws and regulations, Customer agrees not to provide a design that: (i) would be subject to the ITAR or (ii) if subject to the EAR, either would either be controlled for purposes other than Anti-Terrorism (“AT”) purposes or would be classified as EAR99.  Finally, Customer represents that it is not a person prohibited under U.S. laws and regulations from receiving items subject to U.S. export controls.  Customer agrees to provide any and all information and documentation (including any applicable certifications) requested by Company in connection with the validation and implementation of applicable trade control compliance obligations, and represents, warrants, and covenants that all such information, documentation, and certifications will be accurate, complete, and up to date.

6. DISCLAIMERS AND LIMITATIONS

• Warranties. Each Party represents and warrants to the other Party (but to no third party) that it is duly organized, in good standing, and has all requisite power and authority to enter into this Agreement.  Company represents and warrants to Customer that it will perform the Services in a professional, and workmanlike manner, and Customer represents and warrants to Company that Customer’s Design does not and will not infringe or misappropriate the intellectual property rights of any third party, and Company’s use of such materials hereunder (including the manufacture and delivery of the test chips based on such design), does not and will not violate the rights of any third party, and Customer hereby agrees to indemnify and hold harmless Company and its partners, suppliers, and affiliates from and against any and all losses, harms, liabilities, costs and expenses arising out of or related to any a breach of the foregoing, or of  Section 5, above.

• Disclaimer. THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”, WITH ANY AND ALL FAULTS AND, WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  FOR THE AVOIDANCE OF DOUBT, (I) ALL DATES AND TIMELINES PROVIDED ARE ESTIMATES ONLY AND NO REPRESETNTATION OR WARRANTY IS MADE THAT DELIVERY WILL NOT BE DELAYED OR DISRUPTED, AND (II) NEITHER COMPANY NOR ANY OF ITS PARTNERS, SUPPLIERS, OR VENDORS WILL PERFORM ANY TESTING ON ANY DELIVERABLES, AND WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO QUALITY, PERFORMANCE, YIELD, OR OTHERWISE.

• Limitations on Liability. EXCEPT FOR A BREACH OF SECTION 4.3 (“Confidentiality”), NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY HEREUNDER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES (INCLUDING WITH RESPECT TO LOST PROFITS, BUSINESS, OR DATA) HOWEVER CAUSED, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

7. MISCELLANEOUS

• Assignment. Neither Party may assign this Agreement without the prior express written consent of the other Party and any attempt to do so is void, provided that either Party may assign this Agreement together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets related to this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

• Independent Contractors. The Parties are independent contractors. Neither Party has the authority to represent or bind the other.

• Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth above or to such other address as either Party may provide in writing.

• Waiver; Amendment. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

• Severability; Counterparts. If any provision of this Agreement is held to be unenforceable, the provision shall, if possible, be interpreted so as best to accomplish the objectives of the original provision, and the other provisions of this Agreement shall remain in full force. The Parties may execute this Agreement in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

• Entire Agreement. This Agreement together with its Exhibits constitutes the entire understanding and agreement between the Parties with respect to the Services and Deliverables provided hereunder, and supersedes all previous and contemporaneous agreements concerning such Services and Deliverables.

• Order of Precedence. In the event of any conflict between the provisions in this Agreement and any other document, agreement, or other writing concerning Company’s provision of the Services and Deliverables to Customer, the terms of this Agreement shall prevail to the extent of any inconsistency.

• Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  Each Party consents to, and agrees that each Party is subject to, the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California with respect to any actions for enforcement of or breach of this Agreement.

• Force Majeure. Except for obligations to make payments, neither Party will be held responsible for any delay or failure in performance of its obligations hereunder to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of terrorism or war, act of God, pandemic, or other causes beyond its reasonable control.

EXHIBIT A
PROGRAM REQUIREMENTS

The following requirements must be met in order to qualify for inclusion in the Program:

• Your Design must be targeted on the currently-supported SkyWater Open PDK for the 130nm process and must be designed within the 10 mm² design area.
• Your Design must use a common test harness and padframe based on the Caravel repo. New Projects should start by duplicating or forking the Caravel User Project repo and implementing their Project using the user_project_wrapper. The Caravel repo is configured as a submodule in the Project under the ‘caravel’ directory. Note -- you do not need to initialize nor clone the Caravel sub-directory to complete or submit your Design. See the project README for further instructions. The Design must be implemented within the user space of the layout and meet all requirements for the Caravel.
• Your Design must successfully pass the MPW precheck tool, including LVS and DRC clean using the referenced versions of OpenLane flow. Designs should implement and pass a simulation testbench for their design integrated into Caravel. The Caravel User Project provides an example of how to implement this.

PROJECT PAGE

Tentative Dates:

• Program Duration: []
• Tapeout: June 18, 2021
• Delivery: October 6, 2021

DELIVERABLES

• Five (5) Evaluation Board assemblies.
• One hundred (100) QFN packaged parts

FEES

• Reservation Fee: $200 (refundable in the event we elect not to manufacture the Project, and creditable towards the Manufacturing Fee).
• Manufacturing Fee: $9,750.00 per Project (inclusive of the number of packaged parts identified above)