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

To access these documents, you must first read and accept Micron's electronic non-disclosure agreement. If the Recipient has a written confidentiality agreement with Micron Technology, Inc. you will need to click "Accept" at the bottom of this page, but the terms of the written confidentiality agreement will apply.

 

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

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    Corporate governance

    Corporate governance guidelines for Micron Technology, Inc.

    1. DIRECTOR QUALIFICATION STANDARDS

     

    1.01. Independence.

    A majority of the members of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) must be independent directors as defined in the listing standards of the NASDAQ Global Select Market of the Nasdaq Stock Market LLC ("Nasdaq").   

    1.02. Service on Other Boards.

    No non-employee member of the Board of Directors shall serve on the board of directors of more than four other public companies and no employee member of the Board of Directors shall serve on the board of directors of more than two other public companies; provided, however, that the foregoing limitation shall not apply if the Board determines that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Board. Directors are expected to advise the Chair of the Board and the Chair of the Governance and Sustainability Committee prior to accepting any other public company directorship, appointment as Board Chair or any assignment to the audit committee or compensation committee of the board of directors of any public company of which such director is a member.

    1.03. Prohibited Service.

    No director shall serve as a director, officer or employee of a competitor of the Company.

    1.04. Age and Term Limits.

    Recognizing the value of continuity of directors who have experience with the Company, there are no limits on age or the number of terms for which a director may hold office.

    1.05. Change in Position.

    Directors who retire or change their employment or position, should promptly advise the Chair of the Board of such change (or, if the director reporting the retirement or change in employment or position is the Chair of the Board, the Chair of the Governance and Sustainability Committee), who will discuss the issue with the Governance and Sustainability Committee. The Governance and Sustainability Committee shall assess the appropriateness of such director remaining on the Board and shall recommend to the Board whether to request that such non-employee director tender his or her resignation. The Board shall then review and consider the Governance and Sustainability Committee’s recommendation regarding the continued appropriateness of Board membership under such circumstances.

    Upon termination of employment with the Company, any employee director is expected to offer his or her resignation from the Board to the Chair of the Board (or, if such person is the Chair of the Board, to the Chair of the Governance and Sustainability Committee).

    1.06. Adverse Circumstances

    When a director, including any director who is currently an officer or employee of the Company, becomes aware of circumstances that may adversely reflect upon the director, any other director, or the Company, the director should notify the Governance Committee of such circumstances. This may include any significant change in personal circumstances or any affiliation with public or privately held commercial enterprises or not-for-profit organizations that may create an actual, potential, or perceived conflict of interest, potential embarrassment to the Company or possible inconsistency with the Company’s policies or values.  The Governance Committee will consider the circumstances and may in certain cases request the director to cease the related activity or, in more severe cases, request that the director submit his or her resignation from the Board.

    2. DIRECTOR RESPONSIBILITIES

     

    2.01. Duties.

    Each director shall exercise due care in making decisions of the Board. Each director also owes a duty of loyalty to the Company and is expected to act in the best interest of the Company and its stockholders as a whole. Directors are expected to regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. Each director is also encouraged to attend the Company’s annual meeting of stockholders. To prepare for meetings, directors should carefully review materials that are made available to directors for those meetings.

    2.02. Executive Sessions.

    The Board of Directors of the Company will hold regular executive sessions in which management directors are not in attendance. The Chair of the Board presides at each executive session. If the group of non-management directors includes directors who are not independent under Nasdaq listing standards then in effect, the Company will at least once a year schedule an executive session including only independent directors.

    2.03. Committees.

    The Board of Directors shall at all times maintain an Audit Committee, a Compensation Committee, and a Governance and Sustainability Committee, which each must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission (“SEC”) and the Nasdaq. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s bylaws as the Board sees fit. Membership on the committees will be determined by the Board, reviewed annually and subject to periodic rotation. Committee chairpersons are expected to serve for no more than five years.

    2.04. Meeting Agendas.

    The Chair of the Board shall set the agenda of meetings of the Board of Directors and the Chair of each committee shall set the agenda of meetings of the applicable committee. Any director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion.

    3. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

     

    3.01. Access.

    The Company shall provide each director with access to the Company’s officers, employees, books, records and facilities as may be appropriate or necessary to carry out their 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 disruptions, requests for access shall be coordinated through the Committee Chair, as applicable, or the Chair of the Board. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.

    3.01. Presentations.

    The Board of Directors encourages the Chief Executive Officer, from time to time, to bring managers into Board meetings who can provide additional insight into items being discussed because of personal involvement in the area, or present managers with future potential that the Chief Executive Officer believes should be given exposure to the Board.

    4. BOARD LEADERSHIP

     

    The Governance and Sustainability Committee conducts an annual assessment of the Board’s leadership structure and the Board approves the leadership structure that is the most appropriate for the Company at the time.

    The Chair of the Board, among other things:

    • serves as a liaison between the Chief Executive Officer and the independent directors;
    • presides at, and chairs, Board meetings and meetings of stockholders;
    • establishes agendas for each Board meeting in consultation with the chairs of applicable committees of the Board;
    • leads executive sessions of the Board;
    • has authority to call Board meetings, special meetings of stockholders and meetings of the independent directors;
    • leads the Board in discussions concerning the Chief Executive Officer’s performance and Chief Executive Officer succession;
    • approves meeting schedules for the Board;
    • approves information sent to the Board;
    • if requested by major stockholders, is available for consultation and direct communication; and
    • performs such other duties and responsibilities as requested by the Board.

    However, if the Chair of the Board is not independent, the independent directors of the Board shall elect a Lead Director who shall:

    • serve as a liaison between the Chair of the Board and the independent directors;
    • lead executive sessions of the Board;
    • have authority to call meetings of the independent directors;
    • lead the Board in discussions concerning the Chief Executive Officer’s performance and Chief Executive Officer succession;
    • approve meeting agendas and meeting schedules for the Board;
    • approve information sent to the Board;
    • if requested by major stockholders, be available for consultation and direct communication; and
    • perform such other duties and responsibilities as requested by the Board.

    5. NON-EMPLOYEE DIRECTOR COMPENSATION

     

    The Governance and Sustainability Committee shall, periodically, evaluate director and Board committee member compensation and recommend to the Board the appropriate level, form and amount of non-employee director compensation. In determining the appropriate level of non-employee director compensation, the Governance and Sustainability Committee may consider, among other things, 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.

    6. CONFLICT OF INTEREST

     

    Directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director should immediately report the matter to the Chair of the Board (unless such conflict of interest involves the Chair of the Board, in which case the director should report such matter to the Company’s Chief Legal Officer). If a significant conflict exists and cannot be resolved, the director should resign. If a director has a personal interest in a matter before the Board or a Board committee, the director shall disclose the interest to the Board or Board committee, as applicable, excuse himself or herself from discussions on the matter and not vote on the matter.

    7. DIRECTOR ORIENTATION AND CONTINUING EDUCATION


    The Board of Directors or the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director. The Board of Directors or the Company will encourage, but not require, directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly traded companies.

    8. CHIEF EXECUTIVE OFFICER SUCCESSION


    The Board of Directors will establish and review such formal or informal policies and procedures, consulting with the Governance and Sustainability Committee, the Chair of the Board, the Chief Executive Officer and others, as it considers appropriate, regarding succession to the Chief Executive Officer in the event of emergency or retirement.

    9. ANNUAL PERFORMANCE EVALUATION OF THE BOARD

     

    The Board of Directors, with the assistance of the Governance and Sustainability Committee, will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The full Board of Directors will discuss the evaluation to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Governance and Sustainability Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.

    10. ADVANCE RESIGNATION TO ADDRESS MAJORITY VOTING

     

    The Board of Directors requires that incumbent director nominees annually submit a contingent resignation in writing to the Chair of the Governance and Sustainability Committee. If a director fails to receive a majority of votes cast in an election that is not a Contested Election (as defined in the Company’s bylaws), the Governance and Sustainability Committee shall make a recommendation to the Board on whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the Governance and Sustainability Committee’s recommendation, and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results.

    11. COMMUNICATIONS

     

    11.01. Board Interaction with Third Parties.

    It is the policy of the Board that as a general matter management should speak for the Company. Each director will refer inquiries from investors, analysts, the press or customers to the Chief Executive Officer or his or her designee. When management deems it appropriate, statements from the Board will be made by the Chair. If the Chair is an affiliated director or member of Company management, the Lead Director generally speaks for the Board, although there may be circumstances when the Board designates another director to participate in and lead the communication effort. Individual directors will only speak with investors, analysts, the press or customers about the Company if expressly authorized by the full Board and in accordance with the policies of the Company.

    11.02. Stockholder Access to Directors.

    It is the policy of the Board that stockholders shall have reasonable access to directors at annual meetings of stockholders and an opportunity to communicate directly with directors on appropriate matters. The Board will generally respond, or cause the Company to respond, in writing to bona fide communications from stockholders addressed to one or more members of the Board. Stockholders and other interested parties are invited to communicate with the Board or any of its committees or directors by writing to the address disclosed in the annual meeting proxy statement.

    11.03. Confidentiality.

    The proper functioning of the Board requires a candid and open exchange of information, ideas and opinions among directors in an atmosphere of trust, confidence and mutual respect. Directors have an affirmative duty to protect and hold confidential all non-public information obtained in the role of a Board or committee member. Accordingly:

    • No director shall use Confidential Information for his or her own personal benefit or to benefit persons or entities outside the Company; and
    • No director shall disclose Confidential Information to any person or entity outside the Company  either during or after his or her service as a director of the Company, except with express prior authorization of the Company’s Chief Legal Officer or the Chair of the Board or as may be otherwise required by law (in which event a director shall promptly advise the Chief Legal Officer and the Chair of such anticipated disclosure and take all reasonable steps to minimize the disclosure of such Confidential Information). In considering whether to permit a director to share Confidential Information, the Chief Legal Officer or Chair may consider, among other things, whether sharing the information would give rise to a conflict and/or potential harm, including whether the information is protected by attorney-client privilege. For the avoidance of doubt, the prohibitions (and exceptions thereto) in this paragraph apply to disclosures of Confidential Information by a director designated by any other person or entity to such person or entity.

    For purposes of these Guidelines, “Confidential Information” is all non-public information (whether or not material to the Company) entrusted to or obtained by a director by reason of his or her position as a director of the Company. In addition to information regarding Board and committee meetings, discussions, deliberations and decisions, Confidential Information includes, but is not limited to, non-public information that might be of use to competitors or harmful to the Company, its customers, suppliers or other stakeholders if disclosed, including but not limited to non-public information relating to:

    • The Company’s financial condition, forecasts, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
    • Possible transactions with other companies or information about the Company’s customers, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential; and
    • Discussions, deliberations and decisions relating to business issues between and among Company employees, officers and directors.

    As amended and restated effective July 18, 2024