MaxLinear Software License Agreement


1.	Introduction and Acceptance.  This Software License Agreement (this
"Agreement") is a legal agreement between you (either an individual or an
entity) and MaxLinear, Inc. ("MaxLinear") regarding the use of the MaxLinear
software accompanying this Agreement, which includes documentation provided in
"online" or electronic form (together, the "Software"). MAXLINEAR PROVIDES THE
SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON
THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY DOWNLOADING,
DISTRIBUTING, MODIFYING OR OTHERWISE USING THE SOFTWARE, YOU (A) ACCEPT THIS
AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT
AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT;
AND (II) IF YOUR ARE A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL
ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT
ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, MAXLINEAR WILL NOT AND DOES NOT LICENSE
THE SOFTWARE TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE
SOFTWARE OR DOCUMENTATION.

2.	Grant of License.  Subject to your compliance with the restrictions set
forth in this Agreement, MaxLinear hereby grants to you a non-exclusive,
non-transferable license during the Term to install, copy, use, distribute in
binary form only, and host the Software. If you received the Software from
MaxLinear in source code format, you may also modify the Software.

3.	Ownership.  The license granted to you in Section 2 is not a transfer or
sale of MaxLinear's ownership rights in or to the Software. Except for the
license granted in Section 2, MaxLinear retains all right, title and interest
(including all intellectual property rights) in and to the Software. The
Software is protected by applicable intellectual property laws, including
United States copyright laws and international treaties.

4.	Third Party Materials. The Software may include software, content,
data or other materials, including related documentation and open source
software, that are owned by one or more third parties and that are subject to
separate licensee terms ("Third-Party Licenses"). A list of all materials, if
any, can be found the documentation for the Software. You acknowledge and agree
that such third party materials subject to Third-Party Licenses are not licensed
to you pursuant to the provisions of this Agreement and that this Agreement
shall not be construed to grant any such right and/or license. You shall have
only such rights and/or licenses, if any, to use such third party materials as
set forth in the applicable Third-Party Licenses.

5.	License Restrictions.  You may not remove or destroy any copyright
notices or other proprietary markings. You may use the Software only with or on
MaxLinear silicon products. Any other use, modification, translation, or
compilation of the Software is prohibited. You may not use, modify, host, or
distribute the Software so that any part of the Software becomes subject to
any license that requires, as a condition of use, modification, hosting, or
distribution, that (a) the Software, in whole or in part, be disclosed or
distributed in source code form or (b) any third party have the right to
modify the Software, in whole or in part.

6.	Feedback.  If you provide any feedback to MaxLinear concerning the
functionality and performance of the Software, including identifying potential
errors and improvements ("Feedback"), such Feedback shall be owned by
MaxLinear. You hereby assign to MaxLinear all right, title, and interest in
and to the Feedback, and MaxLinear is free to use the Feedback without any
payment or restriction.

7.	Confidentiality.  You must hold in the strictest confidence the Software
and any related materials or information including, but not limited to, any
Feedback, technical data, research, product plans, or know-how provided by
MaxLinear to you, directly or indirectly in writing, orally or by inspection
of tangible objects ("Confidential Information"). You will not disclose any
Confidential Information to third parties, including any of your employees who
do not have a need to know such information, and you will take reasonable
measures to protect the secrecy of, and to avoid disclosure and unauthorized
use of, the Confidential Information. You will immediately notify the
MaxLinear in the event of any unauthorized or suspected use or disclosure of
the Confidential Information. To protect the Confidential Information
contained in the Software, you may not reverse engineer, decompile, or
disassemble the Software, except to the extent the foregoing restriction is
expressly prohibited by applicable law.

8.	Termination.  This Agreement will terminate upon the earlier of:
(a) your failure to comply with any term of this Agreement; or (b) return,
destruction, or deletion of all copies of the Software in your possession.
MaxLinear's rights and your obligations will survive the termination of this
Agreement. The "Term"? means the period beginning on when this Agreement becomes
effective until the termination of this Agreement. Upon termination of this
Agreement for any reason, you will delete from all of your computer libraries or
storage devices or otherwise destroy all copies of the Software and derivatives
thereof.

9.	NO OTHER WARRANTIES.  THE SOFTWARE IS PROVIDED ON AN "AS IS"?BASIS. YOU
ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR
INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED
FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
MAXLINEAR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY,
TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO
THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. THERE IS NO WARRANTY
AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST
INFRINGEMENT. THERE IS NO WARRANTY THAT THE SOFTWARE OR MAXLINEAR'S EFFORTS
WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

10.	LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES WILL MAXLINEAR BE
LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR
OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE
SOFTWARE, EVEN IF MAXLINEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL MAXLINEAR'S AGGREGATE LIABILITY FOR DAMAGES ARISING
OUT OF THIS AGREEMENT EXCEED $5. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF
LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL
INJURY.

11.	Indemnification.  You will indemnify, hold harmless, and defend
MaxLinear (including all of its officers, employees, directors, subsidiaries,
representatives, affiliates, and agents) and MaxLinear's suppliers from and
against any damages (including attorney's fees and expenses), claims, and
lawsuits that arise or result from your use of the Software.

12.	Trademarks.  Certain of the product and MaxLinear names used in this
Agreement, the Software may constitute trademarks of MaxLinear or third
parties. You are not authorized to use any such trademarks.

13.	Export Restrictions.  YOU UNDERSTAND AND AGREE THAT THE SOFTWARE IS
SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND
REGULATIONS AND THAT YOU MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE SOFTWARE OR
ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS.
WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT, OR TRANSFER OF THE SOFTWARE
TO CUBA, IRAN, NORTH KOREA, SYRIA, RUSSIA, BELARUS, AND THE REGIONS OF CRIMEA,
LNR, AND DNR OF UKRAINE IS PROHIBITED.

14.	General.  This Agreement is governed by the laws of the State of
California, without reference to its conflict of laws principles. This
Agreement is the entire agreement between you and MaxLinear and supersedes any
other communications with respect to the Software. If any provision of this
Agreement is held invalid or unenforceable, the remainder of this Agreement
will continue in full force and effect.