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.

By clicking on the Accept button, you agree to the terms of the License Agreement. You must agree to the terms in order to download the software.

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.

 

1. Written Nondisclosure Agreement. If Recipient and MTI have entered into a written confidentiality agreement ("Confidentiality Agreement") that is in effect as of the date Recipient enters into this Agreement and such Confidentiality Agreement already applies to and governs the Confidential Information (defined below), then the terms of such Confidentiality Agreement shall apply to and govern Recipient’s obligations concerning such Confidential Information and not the terms of this Agreement.

2. Confidential Information. "Confidential Information" means any information or data posted to or made available through MTI’s secure website that is (i) marked or labeled as "Confidential" or "Proprietary" or with similar designation, or (ii) of a nature that a reasonable person would know such information is confidential. Confidential Information does not include that which:

(i) is proven by Recipient through competent evidence to rightfully have already been in Recipient's possession at the time of disclosure without an obligation of confidentiality;

(ii) is or becomes available to the public through no fault or breach on the part of Recipient;

(iii) is independently developed by Recipient without use of or reference to the Confidential Information;

or (iv) is rightfully obtained from a third party who has the right to transfer or disclose it to Recipient without restriction.

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.

5. Feedback. Notwithstanding any other provision in this Agreement, if Recipient provides any ideas, suggestions or recommendations to MTI regarding Confidential Information ("Feedback"), MTI is free to use and incorporate such Feedback in MTI’s products, without payment of royalties or other consideration to Recipient, so long as MTI does not infringe Recipient’s patents, copyrights or trademark rights in the Feedback.

6. Copies. Recipient shall not make any copies of Confidential Information except as strictly necessary to carry out the above-stated Purpose. Any copies that are made must be identical to the original, may not be modified, and shall be considered the property of MTI.

7. No License. No Warranty. Except as expressly set forth herein, no license is granted hereunder to any patents, copyrights, mask works, or trademarks either expressly, by implication, estoppel or otherwise. Any such license must be express and in writing from MTI. All Confidential Information shall remain the property of MTI and nothing in this Agreement shall restrict MTI from using, disclosing or disseminating such Confidential Information in any way. CONFIDENTIAL INFORMATION IS DISCLOSED HEREUNDER "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR UTILITY OF SUCH CONFIDENTIAL INFORMATION.

8. Termination of Obligations of Confidentiality. This Agreement will become effective on the date Recipient clicks on "Accept." Notwithstanding any termination of this Agreement, the provisions of this Agreement shall continue for a period of five (5) years from the date of each disclosure of Confidential Information. MTI may terminate this Agreement at any time in its sole discretion upon written notice to Recipient (including such notice transmitted through this secure MTI website or via electronic mail to Recipient).

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.

11. Export. Recipient agrees that Confidential Information, or any portion thereof, shall not be exported or re-exported, directly or indirectly, in any form, except in compliance with the U.S. Export Administration Act and all other applicable export control laws or regulations.

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;

(iii) is not assignable or delegable in whole or in part by Recipient without the express written consent of MTI;

(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.

15. Authorized Signatory. The individual clicking on "Accept" is entering into this Agreement and accessing Confidential Information either (1) as an individual, and hereby agrees that he or she shall be personally liable to MTI if Confidential Information is disclosed or used in a manner not authorized by this Agreement, or (2) on behalf of an employer or other entity, and hereby represents and warrants that he or she has full legal authority to bind such employer or entity to this Agreement and that such employer or entity shall be legally bound by all of the terms and conditions of this Agreement as Recipient hereunder. IF CONFIDENTIAL INFORMATION IS FOR AN EMPLOYER OR ENTITY, BUT YOU DO NOT HAVE THE LEGAL AUTHORITY TO SO BIND SUCH EMPLOYER OR ENTITY, THEN DO NOT ACCESS, VIEW, READ, OR DOWNLOAD IN ANY WAY CONFIDENTIAL INFORMATION, AND DO NOT CLICK ON "ACCEPT."

 

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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 Compensation Committee

    Charter of the Compensation Committee of the Board of Directors of Micron Technology, Inc.

     

    1. Purpose

    The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) shall be to assist the Board in discharging its responsibilities with respect to the compensation of the Company’s officers.

    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 the 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, as in effect from time to time and, to the extent determined by the Board to be applicable and appropriate, each member shall qualify as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In determining whether a director is eligible to serve on the Committee, the Board also must consider all factors specifically relevant to determining whether the director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including (a) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company or any subsidiary thereof to the director, and (b) whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

    2.03. Committee Compensation. The fees and other compensation, if any, 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 Committee 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. CEO Compensation. The Committee shall have direct responsibility to review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation (including salary, bonus, fees, benefits, incentive awards and perquisites) based on this evaluation. In determining the components of the CEO’s compensation, the Committee (and the other independent directors, as the case may be) may consider, without limitation, the Company’s performance, relative shareholder return, the value of similar incentive awards to other CEOs at comparable companies, if any, and past awards to the CEO. Nothing in this Charter should be construed as precluding discussion of CEO compensation with the entire Board generally.

    4.02. Senior Officer Compensation. The Committee shall:

    a. At least annually, review the evaluation process and compensation structure for those officers of the Company who have been designated “Section 16 Officers” by the Board (such officers being collectively referred to herein as the “Senior Officers”).

    b. Either as a committee or together with the other independent directors (as directed by the Board), approve the compensation of the Senior Officers (including salary, bonus, fees, benefits, incentive awards, and perquisites), taking into account, among other factors, the advice and recommendation of the CEO. Nothing in this Charter should be construed as precluding discussion of non-CEO compensation with the entire Board generally.

    c. Except as may otherwise be delegated by the Board, the Committee shall exercise the Board’s authority with respect to the administration of the Executive Officer Performance Incentive Plan (the “EIP”) and other equity incentive plans in effect from time to time, including making any amendments or changes to such plans.

    d. Establish and periodically review policies concerning perquisites and benefits.

    4.03. Compensatory Contracts. The Committee shall have the authority to approve, as well as approve amendments to or terminations of, any compensatory contracts or similar transactions or arrangements with the CEO, Senior Officers and such other employees as the Committee determines, including employment agreements, severance arrangements, transition or consulting agreements, retirement agreements and change-in-control agreements or provisions.

    4.04. Equity Compensation Plans and Administration. The Committee shall exercise the Board’s authority with respect to the administration of equity-based plans, including the amendment and termination thereof, and, except as may otherwise be delegated by the Board to another committee of the Board or to the CEO, the granting and amendment of equity awards to any participants therein.

    4.05. Compensation Plans and Program. The Committee shall establish, and periodically review, the Company’s employee compensation plans. The Committee shall oversee the development and implementation of the Company’s compensation plans, to ensure that these plans are consistent with the general compensation strategy.

    4.06. Disclosure and Reports. The Committee shall review and discuss with management the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company's proxy statement, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included. The Committee shall also produce an annual report of the Committee for inclusion in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.

    4.07. 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.

    4.08. 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.

    4.09. Consultants and Advisors. The Committee shall have authority, in its sole discretion, to retain or obtain advice and assistance from internal or external legal, accounting, financial and compensation experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee and shall have sole authority to approve related fees and terms and conditions of the engagement. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration factors relevant to each adviser’s independence from management, including the factors specified in the Nasdaq listing standards; however, the Committee may select, or receive advice from, any compensation adviser it prefers, including ones that are not independent, after considering the relevant independence factors. The Committee shall ensure that any disclosure required by the rules and regulations of the SEC or Nasdaq related to the foregoing is included in the Company's proxy statement.

    4.10. 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.

    4.11. Stockholder Matters. The Committee shall oversee all matters relating to the stockholder approval of executive compensation (“say-on-pay” votes), including with respect to the outcome of any say-on-pay vote, and stockholder vote on the frequency of such votes. As applicable, the Committee shall advise the Board on management proposals and proposals received from stockholders relating to executive compensation matters.

    4.12. Risk Assessment. The Committee shall annually review whether risks arising from the Company’s compensation plans, programs, policies and practices for its employees are reasonably likely to have a material adverse effect on the Company, including whether the Company’s incentive plans incentivize inappropriate or excessive risk taking.

    4.13. Clawback and Recoupment. If and as the Committee determines to be necessary or appropriate, or as required by applicable law, the Committee shall review, approve (or recommend to the Board for approval) and administer, including the adoption, amendment, or termination of, any clawback policy allowing the Company to recoup compensation paid to employees.

    4.14. 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.

    4.15. Additional Responsibilities. The Committee shall have such additional authority and responsibility as may be required from time to time under the rules and guidelines of the Exchange Act, the SEC, or Nasdaq listing standards.

    4.16. Recommendations to Board. The Committee shall submit for approval recommendations to the Board with respect to any activities within the scope of the Committee’s duties set forth in this Charter that require approval of the Board.

    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.

    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 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 means of other communications equipment by means of which all persons participating in the meeting can hear each other.

    5.02. 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. The CEO may not be present during voting or deliberation on his or her own compensation.

    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.