Software License Agreement

Micron Technology, Inc. Software License Agreement


PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) FROM MICRON TECHNOLOGY, INC. (“MTI”) CAREFULLY: BY INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE AND ANY RELATED PRINTED MATERIALS (“SOFTWARE”), YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE.

LICENSE: MTI hereby grants to you the following rights: You may use and copy the Software and redistribute it to third parties subject to the terms of this Agreement. You must maintain all copyright notices on all copies of the Software. MTI may make changes to the Software at any time without notice to you. In addition MTI is under no obligation whatsoever to update, maintain, or provide new versions or other support for the Software.

OWNERSHIP OF MATERIALS: You acknowledge and agree that the Software is proprietary property of MTI and is protected by United States copyright law and international treaty provisions. Except as expressly provided herein, MTI does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated proprietary rights, are and shall remain with MTI. This Agreement does not convey to you an interest in or to the Software, but only a limited right to use, copy and redistribute the Software in accordance with the terms of this Agreement. The Software is licensed to you and not sold.

DISCLAIMER OF WARRANTY: The Software is provided “AS IS” without warranty of any kind. MTI EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MTI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, MTI DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. IN NO EVENT SHALL MTI, ITS AFFILIATED COMPANIES OR THEIR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

TERMINATION OF THIS LICENSE: MTI may terminate this license at any time if you are in breach of any of the terms of this Agreement. Upon termination, you will immediately destroy all copies the Software.

GENERAL: This Agreement constitutes the entire agreement between MTI and you regarding the subject matter hereof and supersedes all previous oral or written communications between the parties. This Agreement shall be governed by the laws of the State of Idaho without regard to its conflict of laws rules.

CONTACT: If you have any questions about the terms of this Agreement, please contact MTI’s legal department at (208) 368-4500.

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Non-Disclosure Agreement

Micron Technology, Inc. NDA Agreement

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ON-LINE NONDISCLOSURE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (EACH A "RECIPENT") AND MICRON TECHNOLOGY, INC. ("MTI") STATING THE TERMS AND CONDITIONS THAT GOVERN THE CONFIDENTIALITY OF INFORMATION POSTED TO OR MADE AVAILABLE THROUGH THE MICRON WEBSITE. PLEASE CAREFULLY READ THIS NONDISCLOSURE AGREEMENT ("AGREEMENT") BEFORE CLICKING "ACCEPT" AT THE BOTTOM OF THE PAGE. BY CLICKING ON"ACCEPT", RECIPIENT IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF RECIPIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "DECLINE" AND RECIPENT WILL BE UNABLE TO ACCESS CONFIDENTIAL INFORMATION.

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3. Purpose of Disclosure and Restriction on Use. Confidential Information is disclosed hereunder strictly for the purpose of Recipient’s internal evaluation and/or to assist Recipient in the implementation of an MTI device or product into a commercial product ("Purpose"). Recipient shall use the Confidential Information solely in accordance with the terms of this Agreement to accomplish the Purpose and shall make no further use, in whole or in part, of the Confidential Information.

4. Non-Disclosure. Recipient agrees to protect the Confidential Information, using at least the same degree of care it uses to protect its own confidential and proprietary information, but in no case with less than reasonable care. Recipient shall not disclose, publish or disseminate Confidential Information to anyone other than those of its employees, agents, contractors and consultants (collectively "Representatives") who have a need to know the information in order to accomplish the Purpose and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information on terms no less restrictive and protective than those contained within this Agreement. Recipient will be responsible for any violation of the terms of this Agreement by its Representatives. Recipient may disclose Confidential Information to the extent required by law, provided Recipient shall promptly notify MTI in writing of such requirement to disclose and Recipient shall cooperate with MTI’s efforts to protect the Confidential Information. Recipient shall notify MTI promptly in writing in the event of any disclosure of the Confidential Information which is not authorized under this Agreement.

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9. Return of Confidential Information. Within ten (10) business days of MTI’s written request, and at MTI’s option, Recipient shall return or certify to MTI the destruction of the Confidential Information including, without limitation, hard copy and electronic documents and all materials created by Recipient that contain the Confidential Information.

10. Governing Law and Attorneys' Fees. This Agreement shall be governed by the laws of the State of Idaho, U.S.A., excluding its conflict of laws principles. Recipient hereby consents to the personal jurisdiction of the courts of Idaho for any dispute arising out of this Agreement. In the event of any suit, action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and reasonable costs incurred.

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12. Injunctive Relief. Recipient acknowledges and agrees that disclosure of Confidential Information in violation of the terms of this Agreement will cause irreparable harm to MTI for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that, in addition to any other remedies available to MTI, in the event of any breach or threatened breach of this Agreement, MTI shall be entitled to injunctive relief and Recipient waives any requirement for the posting of a bond in connection therewith.

13. No Implied Waiver. MTI’s failure or delay in exercising any of its rights hereunder will not constitute a waiver of such rights unless expressly waived in writing.

14. General. This Agreement:

(i) may be amended or modified only by an express writing signed by Recipient and an authorized representative of MTI;

(ii) will not be construed as creating any joint venture, partnership or other form of business association between the parties hereto;

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(iv) shall inure to the benefit of and be binding upon the parties, their successors, the assigns of MTI and the permitted assigns of Recipient;

and (v) is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall not be binding on the parties hereto.

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Export Compliance Certification (ECC)

Micron Technology Inc. ECC Agreement

To access this information, you must agree to comply with all applicable U.S. export control restrictions, including all laws, regulations, and requirements.  By clicking “I Agree” below, you agree to comply with those restrictions, including that: 

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    Corporate governance

    Micron Governance and Sustainability Committee

    Charter of the Governance and Sustainability Committee
    of the Board of Directors of Micron Technology, Inc.

        

    1. Purpose

     

    The purpose of the Governance and Sustainability Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to:

    1.01. Director Compensation. Assist the Board in discharging its responsibilities with respect to the compensation of the Company's non-management directors;

    1.02. Identification of Candidates. Assist the Board in discharging its responsibilities relating to the identification of qualified candidates to become Board members, consistent with criteria approved by the Board pursuant to Section 4.06 below;

    1.03. Recommendation of Nominees. Assist the Board in discharging its responsibilities relating to the selection of nominees for election or re-election as directors at annual meetings of stockholders (or special meetings of stockholders) at which directors are to be elected or re-elected;

    1.04. Recommendation of Candidates to Fill Vacancies. Assist the Board in discharging its responsibilities relating to the selection of candidates to fill any vacancies on the Board;

    1.05. Sustainability. Assist the Board in overseeing and monitoring the Company’s development and integration of material social and environmental strategies;

    1.06. Development of Corporate Governance Guidelines. Assist the Board in discharging its responsibilities relating to the development and recommendation to the Board of Corporate Governance guidelines and principles applicable to the Company;

    1.07. Oversight and Evaluation. Assist the Board in discharging its responsibilities to oversee the evaluation of the Board;

    1.08. Stockholder Engagement. Assist the Board in discharging its responsibilities relating to stockholder engagement and stockholder proposals;

    1.09. Human Capital and Diversity. Assist the Board in discharging its responsibilities relating to the oversight and monitoring of the Company’s human capital management efforts, including, but not limited to, Company culture, talent development and retention, and diversity, equality and inclusion programs and initiatives; and

    1.10. Political Activity. Assist the Board in discharging its responsibilities relating to the oversight and monitoring of the manner in which the Company conducts its public policy and government affairs activities, including policies and guidelines regarding political contributions by the Company, lobbying activities, the employee political action committee, contributions to trade associations and other similar organizations that engage in political activity.

    2. Membership, Qualifications, and Compensation

     

    2.01. Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least two members of the Board. Members of the Committee shall meet the criteria of this Section 2 as well as all other criteria, if any, required by the Securities and Exchange Commission (the “SEC”) or Nasdaq Global Select Market of the Nasdaq Stock Market LLC ("Nasdaq").

    2.02. Independence. Each member shall be “independent” as defined in the listing standards of Nasdaq, in effect from time to time.

    2.03. Committee Compensation. The fees paid to members of the Committee shall be determined by the Board in its sole discretion.

    3. Chair

     

    Unless the Board elects the Committee Chair, the members of the Committee shall designate a Chair by the majority vote of the full Committee membership.

    4. Duties and Responsibilities

     

    In order to carry out the purpose described above, the Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

    4.01. Director Compensation. The Committee shall, periodically, evaluate non-management director and Board committee member compensation and recommend to the Board the appropriate level of such compensation. In determining the appropriate level of non-management director and committee member compensation, the Committee may consider, without limitation, current market trends and industry practices and the recommendations of an independent compensation consultant. Matters such as customary levels of compensation will be evaluated when determining the form and amount of non-employee director compensation.

    4.02. Executive and Director Stock Ownership Guidelines. The Committee shall, periodically, review stock ownership guidelines for the non-management directors and officers of the Company who have been designated “Section 16 Officers” by the Board, and monitor compliance with such guidelines.

    4.03. Identification and Evaluation of New Candidates. The Committee shall from time to time as it deems appropriate, or upon request by the Board Chair, identify, recruit, screen, and interview individuals that the Committee believes are qualified to join the Board as new members, consistent with criteria approved by the Board pursuant to Section 4.06 below. Stockholder recommendations for directors are subject to the same criteria used to evaluate other candidates.

    4.04. Recommendation of Candidates. Prior to each annual meeting of stockholders (or special meeting of stockholders) at which directors are to be elected or re-elected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.06 below.

    4.05. Vacancies on the Board. In the event a vacancy arises on the Board, a new directorship is created or a director advises the Board of his or her intention to resign, in the event the Board determines to fill such vacancy, the Committee shall recommend to the Board for appointment such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.06 below.

    4.06. Criteria for Selection. For purposes of Sections 4.03 through 4.05 above, the Committee may consider the following Board-approved criteria, with each factor being given such weight, if any, as the Committee deems appropriate in its judgment, when recommending to the Board candidates for election or re-election to the Board:

    4.06.01 Incumbency on the Board and overall performance;

    4.06.02 Substantial experience in the semiconductor industry or other related industries, which experience has been gained through management, training, oversight, or education;

    4.06.03 Strong business acumen and judgment acquired through education, training, or experience;

    4.06.04 Excellent interpersonal skills that facilitate a strong working relationship with other directors of the Company;

    4.06.05 Personal and business circumstances that permit the director to have time to provide appropriate oversight of the Company;

    4.06.06 Relationships with key individuals in industry, government, and educational circles that may be of assistance to the Company and its operations;

    4.06.07 Significant experience in making difficult decisions and judgments as an officer or director (or former officer or director) or equivalent of a publicly held company, substantial privately held company or other significant organization;

    4.06.08 Specialized knowledge that may be of significant assistance to the Company or its operations;

    4.06.09 Ownership in the Company;

    4.06.10 “Independence” as defined and required by the listing standards of Nasdaq and relevant rules and regulations of the SEC;

    4.06.11 Factors relating to the overall composition of the Board (including its size and structure) and principles of diversity viewed broadly (including, but not limited to, viewpoints, skills, talents, experience, geography, gender, race, and ethnic background); and

    4.06.12 Such other criteria as may be meaningful or helpful, in the judgment of the Committee, to the oversight of the Company, given all the relevant facts and circumstances at the time of the search, selection or nomination of a director.

    4.07. Contractual Limitations. The foregoing notwithstanding, if the Company is legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements.

    4.08. Majority Voting. The Committee shall recommend to the Board the action to be taken with respect to any offer of resignation from a director who did not receive a majority of votes cast at his or her election.

    4.09. Evaluation of Board. The Committee shall oversee the evaluation of the Board.

    4.10. Conflicts of Interest. The Committee shall consider questions of possible conflicts of interest of Board members and other corporate officers; review actual and potential conflicts of interest of Board members and corporate officers, other than related party transactions, and make appropriate recommendations to the Board. In the event a director with an unresolved conflict of interest tenders his or her resignation in accordance with the Corporate Governance Guidelines, the Committee shall make a recommendation to the Board on whether to accept such resignation.

    4.11. Corporate Governance Recommendations. The Committee shall review and make recommendations to the Board regarding corporate governance matters, including, but not limited to, the Company’s certificate of incorporation and, bylaws, the purpose and responsibilities of each of the Board’s committees, including as set forth in their charters, the size, composition and leadership of the Board and its committees, and the Chief Executive Officer succession process, and shall review emerging corporate governance issues and practices, including proxy advisory firm policies and recommendations.

    4.12. Development of Corporate Governance Guidelines. The Committee shall be responsible for developing and recommending to the Board a set of Corporate Governance Guidelines applicable to the Company, shall review such guidelines annually, and recommend any amendments to the Board for approval.

    4.13. Sustainability Strategy. The Committee shall on a periodic basis review the Company’s sustainability strategy and performance, including, but not limited to, material environmental, social, and governance trends and related long- and short-term Company impacts, as well as the Company's public reporting on these topics.

    4.14. Stockholder Engagement, Proposals and Nominations. The Committee shall review on a periodic basis, and as necessary when specific issues arise, the Company’s stockholder engagement plan, if any, and relations with the Company’s stockholders generally, including by reviewing and making recommendations to address stockholder proposals. The Committee shall also review and consider, as appropriate, director nominations submitted by one or more stockholders in accordance with the Company’s bylaws.

    4.15. Human Capital and Diversity. The Committee shall review on a periodic basis the Company’s strategy and efforts with respect to human capital management matters, including policies, programs and initiatives focused on the Company’s culture, talent development and retention, and diversity, equality and inclusion, as well as key talent metrics and the Company’s progress toward its overall diversity, equality and inclusion objectives.

    4.16. Political Activities. The Committee shall review, at least annually, the Company’s strategy, policies and practices related to the manner in which the Company conducts its public policy and government affairs activities, including political and campaign contributions, lobbying activities, the employee political action committee, and contributions to trade associations and other similar organizations that may engage in political activity; and review, on a semi-annual basis, reports on the Company’s political spending and lobbying activities.

    4.17. Other Duties. The Committee shall carry out such other activities within the scope of the Committee’s purpose or as the Board may from time to time delegate to it.

    4.18. Delegation of Board Authority to Committee. The Board may periodically authorize the Committee to have a level of approval authority for all or certain activities within the scope of the Committee’s duties set forth in this Charter and with respect to such activities the Committee shall have the same powers and rights as the Board to authorize and approve such activities up to such level of approval authority. With respect to activities exceeding any such level of approval authority of the Committee, the Committee shall submit for approval recommendations to the Board.

    4.19. Access. The Committee shall enjoy access to the Company’s officers, employees, books, records, and facilities as may be appropriate or necessary to carry out its responsibilities, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business, and operations. To avoid disruption, such requests for access shall be coordinated through the Committee Chair.

    4.20. Consultants and Advisors. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting, and financial experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. The Company must provide appropriate funding, as determined by the Committee, for the payment of compensation to any advisors engaged by the Committee pursuant to this Section 4.20. With respect to the engagement of any search firms to identify director candidates, the Committee shall have sole authority to retain and terminate such persons, if any, including the sole authority to approve related fees and terms and conditions of the engagement.

    4.21. Investigations. The Committee shall have authority to conduct or authorize investigations into any matter within the scope of the duties and responsibilities delegated to the Committee as it deems appropriate.

    4.22. Reports. The Committee shall report regularly to the Board the Committee’s activities, evaluations, and recommendations, as may be appropriate and as are consistent with this Charter.

    4.23. Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.

    5. Meetings

     

    5.01. Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least four times annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Committee Chair or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically or by videoconference. Meetings will be held in a manner to allow all persons participating in the meeting to hear each other.

    5.01. Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than Committee members, it deems appropriate in order to carry out its responsibilities.

    6. Minutes

     

    The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.

    7. Voting

     

    Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any duly-called meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Committee Chair shall be entitled to cast an additional vote to resolve any ties.

    8. Performance Evaluation

     

    At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.

    As amended and restated effective July 18, 2024.