ATHEROS COMMUNICATIONS, INC. HARDWARE ACCESS LAYER (HAL) TECHNOLOGY LICENSEAGREEMENT

Exhibit 10.17

ATHEROS COMMUNICATIONS, INC.

HARDWARE ACCESS LAYER (“HAL”) TECHNOLOGY LICENSE AGREEMENT

This Hardware Access Layer Technology License Agreement (“Agreement”) is made and entered into this 17 day of August, 2004, or, if date left blank, the later of the two signature dates above (the “Effective Date”) by and between Atheros and Licensee (each individually a “Party” and collectively the “Parties”). This Agreement may be executed only by Atheros and an authorized direct or indirect licensee of Atheros’ proprietary software technology. In consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, agree as follows:

1.1     “Atheros Chipset” means an Atheros-proprietary wireless networking integrated circuit product.

1.2     “Licensed Products” means Licensee’s products incorporating an Atheros Chipset and a Licensed Work. For purposes of clarity, the Licensed Products do not and may not include devices without an Atheros Chipset or without a Licensed Work.

1.3     “Licensed Work” means software derived from the Licensed Code, or any portion thereof, and for which the tools provided in the “regdomain” subdirectory of the Licensed Code have validated that operation of the regulatory domain compliance function ported software is equivalent to operation of that function in the Licensed Code. For the purpose of clarity, any software ported from the Licensed Code for which the regdomain tools do not validate equivalent operation of the regulatory domain compliance function of the ported software shall NOT be considered a Licensed Work hereunder.

1.4     “Atheros Technology” means the software code, specification(s), technical information, algorithms and any supporting documentation included in Exhibit A, including without limitation the Licensed Code. Atheros may, in its sole discretion, update the Atheros Technology and provide such update to Licensee. The terms and conditions of this Agreement will apply to any update of the Atheros Technology provided to Licensee.

1.5     “Object Code” shall mean the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation.

1.6     “Source Code” shall mean the human-readable version of a software program that can be compiled into Object Code.

1.7     “Licensed Code” shall mean the software files listed in Exhibit A and any updates thereto.

3.1 Ownership. Licensee acknowledges that Atheros retains all right, title, and interest in and to the Atheros Technology. Licensee acknowledges and agrees that Licensee has no rights in or to the Atheros Technology except for those rights expressly granted in this Agreement. Licensee shall reproduce on each copy of the Licensed Code, including any authorized modified versions thereof, all proprietary rights notices that are included by Atheros on the original.

3.2 Enhancements. Licensee acknowledges that it is in the best interests of Licensee and Atheros for the licensed HAL code to be as bug-free as possible, for Atheros to be able to confirm that Licensee’s object code releases of the HAL code conform to the restrictions of this license, and for improved updates of the HAL code to be available to Licensee and other developers of Atheros technology. Licensee therefore grants to Atheros the following sublicenseable rights to its enhancements to the HAL code. In the event that Licensee develops an update or modification to the Licensed Code (the “Enhancement”), including but not limited to in or as a Licensed Work, Licensee will promptly disclose and deliver the Enhancement to Atheros, including but not limited to Source Code, and Licensee hereby grants to Atheros a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicenseable (with the authority to authorize the granting of sublicenses) license to implement such Enhancement in or with any Atheros product or technology.

IN ITS EXERCISE OF THE RIGHTS GRANTED UNDER THIS AGREEMENT, LICENSEE AGREES NOT TO PUBLICALLY DISCLOSE OR TO TAKE ANY ACTION THAT WOULD RESULT IN ANY CONTRACTUAL REQUIREMENT TO MAKE AVAILABLE AS SOURCE CODE TO OTHER PARTIES THE LICENSED CODE OR ANY PORTION THEREOF.

ATHEROS EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE LICENSED CODE, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO ASSURANCE OF REGULATORY COMPLIANCE

IS PROVIDED HEREUNDER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ATHEROS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE LICENSED CODE IS PROVIDED “AS IS”, WITH NO WARRANTIES.

ATHEROS, ITS CONTRACTORS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE ATHEROS TECHNOLOGY, OR FOR THE LOSS OF DATA, INFORMATION OF ANY KIND, BUSINESS, PROFITS, OR OTHER COMMERCIAL LOSS, HOWEVER CAUSED, AND WHETHER OR NOT ATHEROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

NOTHING IN THIS AGREEMENT, AND NO SOFTWARE CODE PROVIDED HEREUNDER, ASSURES IN ANY WAY THE REGULATORY COMPLIANCE OF LICENSED WORKS OR LICENSED PRODUCTS. LICENSEE IS SOLELY RESPONSIBLE FOR THE REGULATORY COMPLIANCE OF LICENSED WORKS AND LICENSED PRODUCTS IN ALL REGULATORY DOMAINS WORLDWIDE.

IN NO EVENT SHALL ATHEROS’ OR ITS AFFILIATES’ OR CONTRACTORS’ AGGREGATE LIABILITY IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

LICENSEE WILL INDEMNIFY, DEFEND AND OTHERWISE HOLD ATHEROS AND ITS AFFILIATES AND CONTRACTORS HARMLESS AGAINST ANY THIRD PARTY CLAIMS, LOSSES, DAMAGES, LIABILITY OR EXPENSES (INCLUDING ATTORNEYS’ AND OTHER PROFESSIONALS’ FEES) INCURRED BY ATHEROS ARISING OUT OF OR RELATING TO THE MARKETING, SALE OR DISTRIBUTION OF LICENSED PRODUCTS OR LICENSEE’S USE OF THE ATHEROS TECHNOLOGY.

6.1 This Agreement will begin on the Effective Date and shall have a perpetual term; provided, however, that this Agreement may be terminated immediately and without prior notice by Atheros if Licensee breaches either of Sections 3.2 or 4, and may be terminated by Atheros if Licensee materially breaches any other provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Atheros.

6.2 Upon termination of this Agreement, Licensee will immediately cease using the Atheros Technology. However, Licensee shall be entitled to retain one set of the Atheros Technology to continue to support authorized Licensed Products already sold or licensed.

6.3 The rights and obligations of the Parties contained in Sections 1 (“Definitions”), 3.2 (“Licensee’s Enhancements”), and Sections 4 through 14, inclusive, shall survive any expiration or termination of this Agreement. Furthermore, in the event of termination of this Agreement the license grants for Licensed Products sold or distributed to end users shall remain in effect.

HARDWARE ACCESS LAYER (“HAL”)

TECHNOLOGY LICENSE AGREEMENT

EXHIBIT A

ATHEROS TECHNOLOGY

The following lists the Licensed Technology to be delivered to Licensee under the terms of the Agreement. From time to time, Atheros or its affiliate may provide updates. Before installing or otherwise using the updates, Licensee shall acknowledge receipt of the update (electronic acknowledgment is acceptable) and each update so acknowledged by Licensee shall constitute an Amendment to this Exhibit A.

The Atheros Technology includes:

The Licensed Code and the following documentation file: ./BUILD_HAL

The Licensed Code includes the following files and any updates thereto: