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Evaluation License Agreement

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]

B E T W E E N:

[NAME OF LICENSOR], a corporation


incorporated under the laws of the State of [State
(ie. California)], with its principal place of business
at [Address of Principal Place of Business of
Licensor]

("Licensor")

- and -

[NAME OF LICENSEE], a corporation


incorporated under the laws of the State of [State
(ie. California)], with its principal place of business
at [Address of Principal Place of Business of
Licensee]

("Licensee")

WHEREAS:

(A) Licensor is the owner of, and/or has acquired rights to, [Name and Description of
Licensed Software Product] consisting of machine readable object code, and any
subsequent error corrections or updates supplied to Licensee by Licensor pursuant to this
Agreement (the "Licensed Product"); and

(B) Licensor desires to grant to Licensee and Licensee desires to obtain from Licensor a non-
exclusive license to use the Licensed Product solely for evaluation purposes and solely in
accordance with the terms and on the conditions set forth in this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. Evaluation License. Licensor grants to Licensee a limited, non-exclusive license to use


the Licensed Product in accordance with, and subject to the terms, conditions,
qualifications, limitations and restrictions of this Agreement.

2. Use of the Licensed Product. Licensee may install and use the Licensed Product (and
accompanying online documentation) internally in Licensee’s organization solely for
evaluation and testing purposes on a single computer system. Licensee may not use the
Licensed Product for any development, commercial or production purpose. The Licensed
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Product may not be transferred, sold, assigned, sublicensed or otherwise conveyed


(whether by operation of law or otherwise) to another party without Licensor’s prior
written consent.

3. Copy Restrictions and other Restrictions. Licensee may not copy the Licensed Product
except that Licensee may make one copy for back-up and archival purposes and Licensee
may make one copy of the online materials and guides accompanying the Licensed
Product ("Documentation") for Licensee’s own use. Except as expressly permitted in the
Documentation, Licensee may not modify or adapt the Licensed Product in whole or in
part (including but not limited to translating or creating derivative works) or reverse
engineer, decompile or disassemble the Licensed Product (except to the extent applicable
laws specifically prohibit such restriction). Licensee may not use the Licensed Product
for timesharing, rental or service bureau purposes. Licensee shall not remove any
copyright notices or other proprietary notices from the Licensed Product or
Documentation and Licensee must reproduce such notices on all copies or extracts of the
Licensed Product and Documentation. Results of benchmark or other performance tests
run on the Licensed Product may not be disclosed to any third party without Licensor's
prior written consent.

4. Copyright and Ownership. The Licensed Product is owned by Licensor, its subsidiaries
or their suppliers and is protected by copyright laws and international treaty provisions.
Licensee acquires only the non-exclusive right to use the Licensed Product as permitted
herein and do not acquire any rights of ownership in the Licensed Product.

5. Support. The Licensed Product is provided on an "as is" basis and is unsupported. This
Agreement does not entitle Licensee to any maintenance, support or other services or any
updates or new versions of the Licensed Product.

6. Customization. All customization and modifications to the Licensed Product shall be the
sole property of Licensor.

7. Termination. The term of this Agreement (the “Term”) will commence on the date first
above written (the “Effective Date”) and will terminate on the earlier of (i) the date which
Licensor and Licensee enter into a formal License Agreement relating to the Licensed
Product; and (ii) [No. of Days the Evaluation License will have effect] ([No. of Days
(numeric form)]) days following the Effective Date, unless the Term is extended by
mutual written agreement of the parties hereto. Upon termination, Licensee shall cease
using the Licensed Product and shall destroy all copies of the Licensed Product (and
associated Documentation) in any form. All disclaimers of warranties and limitations of
liability shall survive any termination of this Agreement.

8. WARRANTY DISCLAIMER. THE LICENSED PRODUCT IS PROVIDED AS IS,


WITHOUT ANY WARRANTY WHATSOEVER. LICENSOR DISCLAIMS ALL
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING
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WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF


MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.

9. LIMITATION ON LIABILITY. NEITHER LICENSOR, ITS SUBSIDIARIES NOR


ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE
HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF
DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

10. Export. Licensee agrees to fully comply with all laws and regulations of the United
States of America and other countries ("Export Laws") to assure that neither the Licensed
Product or any direct products thereof are (1) exported, directly or indirectly, in violation
of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including,
without limitation, nuclear, chemical or biological weapons production.

11. Governing Law; Complete Agreement. This Agreement constitutes the complete
agreement between the parties with respect to the Licensed Product and is governed by
the laws of the State of [State (ie. California)] (other than its conflict of law provisions).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.

[NAME OF LICENSOR] [NAME OF LICENSEE]

Per: Per:
Name: Name:
Title: Title:

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