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) 2005-2009 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 DAMAGES OF 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 NONINFRINGEMENT. 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) 2005-2009, Microchip Technology Inc. All rights reserved.