SOFTWARE LICENSE AGREEMENT PREAMBLE THIS IS A LEGAL AGREEMENT BETWEEN TELELOGIC AB (PUBL) INCLUDING ANY OF ITS SUBSIDIARIES ("TELELOGIC") AND YOU AND YOUR COMPANY (THE "LICENSEE"). THIS SOFTWARE LICENSE AGREEMENT APPLIES TO EACH SOFTWARE PROGRAM LICENSED BY TELELOGIC TO LICENSEE, AND DOCUMENTATION PROVIDED WITH SUCH SOFTWARE PROGRAM, AND ANY PATCH, UPDATE, UPGRADE, MODIFICATION OR OTHER ENHANCEMENT PROVIDED BY TELELOGIC WITH RESPECT TO SUCH SOFTWARE PROGRAM OR DOCUMENTATION. PLEASE READ THIS AGREEMENT BEFORE BREAKING THE SEAL ON THE PROGRAM MEDIA PACKAGE, OR INSTALLING, OR ELECTRONICALLY DOWNLOADING THE PROGRAM. ANY OF THE ABOVE ACTIONS INDICATE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND TO THOSE TERMS AND CONDITIONS. SHOULD YOU NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE RETURN THE UNOPENED MEDIA PACKAGE AND ACCOMPANYING DOCUMENTATION TO TELELOGIC YOU UNDERSTAND THAT, IF YOU PURCHASED THE SOFTWARE PROGRAM FROM AN AUTHORIZED RESELLER OF TELELOGIC, THAT RESELLER IS NOT TELELOGIC'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON TELELOGIC'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. 1. DEFINITIONS The following terms have the meanings set forth below whenever they are used in this Agreement: 1.1 "Documentation" means a copy of the documentation containing the specifications for the Software and the operating instructions of the Software, as provided by Telelogic together with the Software for use by its end-user licensees. 1.2 "Invoice" means Telelogic's invoice to Licensee for the Software license granted hereunder. 1.3 "License Activation File" means the software file supplied by Telelogic containing the activation keys for the Software and other information relevant for activating the Software. 1.4 "Licensee's Site" means either a single-site license, multi-site license, continental multi-site license, global license, or limited term license, as specified in a Telelogic quotation or License Activation File as the case may be. A single-site license allows for use of the Software within a radius of 64 km (40 miles), including all remote user access, from where the Licensee is located. A multi-site license allows for use of the Software, including all remote user access, within the country or state (applicable in USA, Canada) in which Licensee is located. A continental multi-site license allows for use of the Software, including all remote user access, within the continent (North America, South America, Europe, Africa, Asia, Australia) in which Licensee is located. A global license allows for use of the Software, including all remote user access, throughout the world. A limited term license is a license which is grantedfor a specified period of time. 1.5 "License Duration" Licenses granted hereunder shall be perpetual until terminated license, unless defined as a limited term license in which case the license term shall be for a specific period of time and thereafter be renewed on an annual basis or converted to a perpetual license under the conditions set forth herein. 1.6 "Order Confirmation" Telelogic will provide Licensee with a confirmation of purchase by invoice or upon request, by any other reasonable method. 1.7 "Software" means a copy of the executable code version of the software program(s) included in the enclosed package or downloaded from Telelogic's web site, as the case may be, and stated in the Invoice as licensed to Licensee hereunder (including any compiler and run-time modules), along with platform software (object code), development models (source code), templates and other instructions and any Software updates, revisions, patches, upgrades, modifications, enhancements and additional modules and templates the Licensee may receive from Telelogic hereunder from time to time. 2. TERM OF AGREEMENT 2.1 This Agreement shall become effective upon delivery of the Software, as set out in the Preamble above, and shall remain in effect indefinitely, subject to the terms and conditions set out below. 3. OWNERSHIP AND LICENSE GRANT 3.1 Telelogic and third parties that have ownership interest in and to the Software shall retain all right, title and interest to the Software and Documentation, including all copyrights thereto, and any copies of the Software or Documentation, whether authorized or unauthorized. Licensee acknowledges that the Software contains confidential information that is proprietary to Telelogic. 3.2 Subject to the terms and conditions of this Agreement, Telelogic hereby grants to Licensee a personal,non-transferable and non-exclusive license to use the Software (the "License"). As set out in the Invoice or the License Activation File, the License may be designated as a Site License or a Stand Alone. Licensee's number of Licenses of the Software shall also be stated in the Invoice or the License Activation File. 3.3 Network/Floating License: If the License granted hereunder is a Network or Floating License, as set out in the Invoice, Licensee may use the License at Licensee's Site on a single, stationary designated host (unless otherwise specified by Telelogic in writing). The Licensee may further use the Software only for such number of Licenses at Licensee's Site as designated in the Invoice(s). The Software may not be accessed by users from other computer units other than the unit designated in the Invoice or License Activation File, either through modem, Internet or any other means of network or remote access, with the exception of Telelogic's products which by their inherent functionality are intended to be accessed through modem, Internet, network or remote access (as expressly stated in writing by Telelogic). Licensee may deinstall, move and reinstall the Software on different host equipment at the same Licensee's Site with prior written notice to Telelogic, however Licensee may not move the Software outside the Licensee's Site unless Telelogic has given its prior written approval and any applicable transfer license fees have been paid. 3.4 Stand Alone/Node-locked License: If the License granted hereunder is a Stand Alone or node-locked License, as set out in the Invoice or License Activation File, Licensee may use the License only on the single, self-contained computer unit (stationary or portable) as designated in the I nvoice or License Activation File (through its IP number or other means of identification).In such event, the Software may not be accessed by users from other computer units other than the unit designated in the Invoice or License Activation File, either through modem, Internet or any other means of network or remote access, with the exception of Telelogic's products which by their inherent functionality are intended to be accessed through modem, Internet, network or remote access (as expressly stated in writing by Telelogic). 3.5 Source Code License: If the Licensee receives Software hereunder which contains software modules or components in source code format ("Source Code"), the following shall apply to such Source Code, in addition to all other provisions of this Agreement: Licensee may use such Source Code only in conjunction with the Software and only in accordance with the provisions on such use set out in the Documentation and this Agreement. Notwithstanding any restrictions provided for in section 4.1 herein, Telelogic retains all proprietary rights to any changes and enhancements made to Telelogic's source code by any party. However, any computer code, or programs developed by Licensee, other than that which is licensed Software or derivatives thereof, shall belong to Licensee. Licensee is strictly prohibited from making any other use of the Source Code. Any breach of this Section 3.5 shall be considered a material breach of this Agreement. 3.6 Back-up Copies: Licensee may make back-up copies of the Software in machine executable code form, only to be used in the event that the copy of the Software received from Telelogic fails to function, is lost, damaged or destroyed. Licensee warrants that it will make no other copies of the Software and will not allow, authorize or assist others to copy any part or all of the Software in any form without the prior written approval of Telelogic. There may be no more copies than are necessary to form part of a reasonable back-up cycle for Licensee. Back-up copies of the Software may be kept by Licensee in a bank deposit or such other secure place as is normally used by Licensee for storage of its computer program back-ups. Each back-up copy shall display the same program name, serial number (if applicable), version number, copyright and trademark notices as the original licensed copy provided by Telelogic. 4. LICENSE RESTRICTIONS 4.1 Licensee may not reverse engineer, decompile, or disassemble the Software for any purpose. Licensee accepts that all information gained about the Software is the valuable property of Telelogic and as such must be treated as confidential as described under Article 5. Licensee warrants that it will not sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Software in any manner to any third party. However, Licensee may allow access to the Software to its contractors, or consultants for its own internal business pupose subject to the terms of this Agreement. Licensee may not use the Software to conduct a service bureau, ASP or similar business for the benefit of third parties. Licensee is expressly prohibited from adapting, modifying, revising, improving, upgrading, enhancing and creating derivative works of the Software for any purpose including error correction or any other type of maintenance, except as expressly allowed in the Documentation. 4.2 Upon request by Telelogic, Licensee may permit Telelogic or a third party designated by Telelogic to have access to Licensee's records and computer systems and the right to audit Licensee's systems to ensure Licensee is using its software in accordance with its license terms. 5. CONFIDENTIALITY 5.1 Licensee agrees and acknowledges that the Telelogic Software and any information and materials including methodologies and know-how relating in and to the Telelogic Software is confidential information and contains trade secrets of Telelogic and third parties having ownership interest in and to the Telelogic Software, and shall be held in the strictest confidence by Licensee and shall not be copied, reproduced, or disclosed, to any third party for any purpose whatsoever other than for Licensee's internal business purposes as set forth in this License Agreement. Licensee agrees to use at least the same security measures as it uses to protect its own confidential and trade secret information, but no less than reasonable measures. Confidential information does not include information which Licensee can demonstrate: (i) was at the time of disclosure to Licensee, generally part of the public domain or thereafter becomes generally part of the public domain through no act or omission of Licensee; or (ii) was lawfully in Licensee's possession as shown in written records prior to such disclosure and without obligation of confidentiality; or (iii) was lawfully received by Licensee after disclosure from a third party without obligation of confidentiality and without violation by such third party of an obligation of confidentiality to another; or (iv) was required to be disclosed by law or court order from a court of competent jurisdiction provided that Telelogic is given reasonable time to take legal action to quash such action and seek other protection. Licensee shall hold harmless, defend and indemnify Telelogic from and against any and all losses, costs, damages and expenses arising out of or in connection with the Licensee's failure to comply with requirements of this Article 5. Licensee's confidentiality obligations hereunder shall survive termination, for any reason, of this Agreement. 5.2 Licensee shall not alter or delete any copyright or trademark notice, tradename, or other markings which identify Telelogic's proprietary rights and interests in the Software and documentation. 5.3 Licensee agrees and acknowledges that any breach of the provisions regarding the ownership or confidentiality contained in this License shall cause Telelogic irreparable harm and Telelogic may obtain injunctive relief as well as seek all other remedies available to Telelogic in law and in equity. 6. PAYMENT TERMS AND DELIVERY 6.1 In compensation of the rights granted and services rendered by Telelogic under this Agreement, Licensee shall pay to Telelogic the license fees for the Software as specified in the Invoice. Payments are to be made according to the payment schedule stated in the Invoice. All FOB terms shall be provided on the quote and Invoice. 6.2 If Licensee fails to effect payment within the stipulated time, Telelogic shall be entitled to charge interest after due date as stated in the Invoice at a rate equal to the maximum interest rate under applicable law. 6.3 All prices are exclusive of, and Licensee is responsible for, all applicable fees and taxes, including custom duties, importation fees, sales, use, value-added, withholding, gross revenue, transportation, insurance and like taxes, dues and charges assessed or incurred in connection with the provision of goods and services under this Agreement. 7. LIMITED WARRANTY 7.1 Telelogic warrants that it has good and clear title to or has the right to sublicense the Software being licensed hereunder, free and clear of all liens and encumbrances. 7.2 Telelogic warrants that the media on which the Software is recorded upon receipt by Licensee will be substantially free from defects in materials and faulty workmanship under normal use and that the software will substantially operate according to specifications published by Telelogic for a period of ninety (90) days from the date of shipment. During this warranty period Telelogic will, at its option, repair or replace, free of charge, defective media upon which the Software was supplied and record a copy of the Software on the repaired or replacement media. Said repair or replacement shall be Licensee's sole remedy and Telelogic's exclusive liability under this media warranty. Telelogic shall have no responsibility to repair or replace a media which, in Telelogic's opinion, has been damaged by Licensee by accident, abuse, or as a result of attempted self-maintenance service, notwithstanding the foregoing. 7.3 Telelogic does not warrant that the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted and error free. Licensee is solely responsible for the selection of the Software to achieve its intended results and for the results actually obtained. 7.4 The above warranty does not apply to conditions resulting from improper use, external causes, including service or modifications not performed by Telelogic or Telelogic's appointed contractor, or operation outside the specified environmental parameters. Telelogic will not be responsible for operation of the Software other than on the host equipment specified in the Invoice or License Activation File and in conjunction with the operating environment designated for each version of the Software. 7.5 THE ABOVE WARRANTY IS TELELOGIC'S ONLY WARRANTY WITH REGARD TO THE SOFTWARE, THE DOCUMENTATION AND THIS AGREEMENT AND, SAVE AS PROVIDED IN THIS AGREEMENT, NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WILL APPLY. TELELOGIC SPECIFICALLY EXCLUDES WITHOUT LIMITATION ALL OTHER WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS RELATING TO PERFORMANCE INCLUDING ANY WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED, SUCH AS THOSE OF SATISFACTORY QUALITY, MERCHANTIBLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR OR ANY PURPOSE, ABILITY TO ACHIEVE ANY PARTICULAR RESULT, TITLE OR NON-INFRINGEMENT. 8. INTELLECTUAL PROPERTY INFRINGEMENT 8.1 Telelogic shall defend, at its expense, any claim or suit brought against Licensee alleging that any Software furnished under this Agreement infringes a patent, copyright or other intellectual property right in Sweden or the country of Licensee, and shall pay all costs and damages finally awarded, provided that Telelogic is given prompt written notice from Licensee of such claim and is given information, reasonable assistance and sole authority to defend and settle the claim. 8.2 In the event that the Software is held in a suit or proceeding to infringe any intellectual property rights of a third party and the use of such Software is enjoined, or Telelogic reasonably believes that it is likely to be found to infringe, or likely to be enjoined, then Telelogic, at its sole cost and expense, and at its option, may obtain for the Licensee the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, grant the Licensee a credit for the license fee for the Software as depreciated on a straight-line basis over five years and require its return to Telelogic. 8.3 Telelogic shall not have any liability if the alleged infringement is based upon (i) the use of the Software in combination with other products or devices not furnished by Telelogic; (ii) the use of the Software in an application for which it was not designed or intended, where such infringement would not have occurred but for such use; (iii) Licensee's continued use of a version of the Software other than the most recently released version, where such infringement would not have occurred if such most recently released version had been used; or (v) a claim based on intellectual property rights owned by Licensee or any of its affiliates. Telelogic disclaims all other liability for patent, copyright or other intellectual property right infringement, including any special, incidental, consequential, exemplary or other indirect damages. THE FOREGOING STATES THE ENTIRE LIABILITY OF TELELOGIC WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE, OR ANY PORTION THEREOF. 9. LIMITATION OF LIABILITY 9.1 THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING THEREFROM IS THE SOLE RESPONSIBILITY OF LICENSEE. TELELOGIC SHALL NOT BE LIABLE TO LICENSEE FOR ANY LOSS OR DAMAGE CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE SOFTWARE, THE USE OF THE SOFTWARE OR OTHERWISE. 9.2 TELELOGIC'S LIABILITY WITH REGARD TO LICENSEE UNDER THIS AGREEMENT SHALL UNDER ALL CIRCUMSTANCES BE LIMITED TO THE AGGREGATE LICENSE FEES FOR THE SOFTWARE PAID BY LICENSEE HEREUNDER. 9.3 TELELOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF DATA, USE AND/OR PROFITS, GOODWILL, CLAIMS FOR SERVICES INTERRUPTIONS, DOWNTIME COSTS AND CAPITAL COSTS OR CLAIM OF A THIRD PARTY UNDER ANY LEGAL THEORY WHETHER ON ACCOUNT OF DEFECTS, PERFORMANCES, NON-PERFORMANCES, DELAYS OR FAILURE TO SUPPLY, PERSONAL INJURIES, PROPERTY DAMAGES OR OTHERWISE, WITH THE EXCEPTION OF DAMAGES DUE SOLELY TO TELELOGIC'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN NO EVENT SHALL ANY THIRD PARTY HAVING RIGHTS IN AND TO THE TELELOGIC SOFTWARE BE LIABLE TO LICENSEE FOR ANY DAMAGES WHATSOEVER. 10. FORCE MAJEURE 10.1 Either party shall be excused from fulfillment of any obligation under this Agreement (other than payment obligations) only to the extent that and for so long as such performance is prevented or delayed by an industrial dispute or any other cause beyond its reasonable control, such as, but not limited to, riots; floods; war; warlike hostilities; fires; embargo; shortage of labor, power, fuel, means of transportation or common lack of other necessities. In such event or cause, such party shall promptly notify the other party who may extend the time of performance required to remedy such breach, to an amount equal to the time loss caused by the event. 11. UPDATES AND SUPPORT AND MAINTENANCE 11.1 This Agreement does not grant Licensee rights to any improvements, modifications, enhancements, updates, upgrades, or patches to the Software, or any other support services relating to the Software. Such updates and support services may be purchased separately from Telelogic in accordance with the Telelogic Standard Support and Maintenance policies and programs described in Telelogic's published support brochures or in other materials provided by Telelogic which may be modified by Telelogic from time to time. Use of such improvements, modifications, enhancements, updates, upgrades and patches received by Licensee under the Telelogic Standard Support and Maintenance policies and programs shall be governed by the terms and conditions contained herein. 12. TERMINATION OF THE AGREEMENT 12.1 Telelogic shall have the right to terminate this Agreement with immediate effect if Licensee is in default of any of its obligations under this Agreement, including, but not limited to (i) violation of the limitation of the right of use of the Software of Article 3 and 4, (ii) violation of the confidentiality provisions of Article 5, or (iii) failure of Licensee to execute payments agreed according to Article 6, and Licensee has failed to make good on such default within thirty (30) calendar days after having received written notice from Telelogic requiring it to do so. 12.2 Telelogic shall furthermore have the right to terminate this Agreement with immediate effect if Licensee suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent. 12.3 Upon Telelogic's termination of this Agreement as set out in this Article, Telelogic may, at its option, and in addition to any other rights hereunder, and in addition to any other remedies available to Telelogic under the law, in writing require the Licensee to return or destroy all versions of the Software and the Documentation and any and all documentation relating thereto on any media and in any form in Licensee's possession. Licensee shall give a written confirmation to Telelogic that all material related to the Software and its operation has been returned to Telelogic or destroyed within thirty (30) days notice of such termination. 13. EXPORT CONTROL REGULATIONS 13.1 The Software and the Documentation is subject to all applicable export, re-export, and import regulations in any applicable country, including without limitation the United States Export Administration Act, and Licensee hereby agrees that neither the Software nor the Documentation is intended to be shipped, either directly or indirectly to any embargoed countries nor used for or in support of any prohibited activities. In the event Licensee exports the Software or the Documentation (as otherwise permitted under this Agreement) from the country in which Licensee first received it, then Licensee assumes the responsibility for compliance with all applicable export and re-export regulations, as the case may be. 14. GOVERNMENT RESTRICTED RIGHTS 14.1 The Software and Documentation are "commercial computer software" or "commercial computer software documentation." Absent a written agreement to the contrary, the U.S. Government's rights with respect to such Software or Documentation are limited by the terms of this Agreement, pursuant to Federal Acquisition Regulation (FAR) 12.212(a) and 52.227-19 and/or Defense Federal Acquisition Regulation (DFARS) 227.7202-1(a) and 252.227-7014, as applicable. 15. MISCELLANEOUS 15.1 This Agreement shall not be assignable in whole or in part by either party, without the prior written approval of the other party. This notwithstanding, Telelogic shall be entitled to assign this Agreement in whole or in part to a company owned by or affiliated with Telelogic. A transfer fee may be incurred when Licensee transfer and/or assigns any of its licenses to Licensee's subsidiaries, parent, or affiliates, or to a third party. A rehost fee may be incurred when the Software is reloaded on a different machine id. 15.2 No alteration or amendment to this Agreement shall be valid unless such alteration or amendment is made in writing and signed by the parties hereto. 15.3 Any notice or other communication under this Agreement shall be made in writing either by hand or by telefax (confirmed by airmail) or by certified or registered airmail first-class postage prepaid to the parties at the addresses stated in the Invoice (or at such other address a party may specify by written notice to the other). 15.4 This Agreement contains the entire understanding between the parties on its subject matter, and annuls, replaces, and rejects any other agreements or understandings, whether written or oral, which may exist or have existed between the parties on the subject matter hereof, including any contradictory terms on buyer/Licensee's documentation. 15.5 The parties hereto are independent contractors; no agency, partnership, joint venture, employment or other joint relationship is created hereby. All references to Licensee hereunder include all individuals and entities controlling, controlled by, or under common control with Licensee. 15.6 The headings to the sections contained herein are for the ease of reference only and shall not affect interpretation or construction of this Agreement. If any part of this Agreement is invalid or unenforceable for any reason, the validity of the remaining terms will not be affected. The waiver or failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions. 15.7 If Licensee is not a company incorporated or headquartered in the U.S., this Agreement shall be governed by and construed in accordance with, and any arbitration or court action hereunder shall apply, the laws of Sweden, other than: (i) its conflict/choice of law provisions; (ii) the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. If Licensee is a company incorporated or headquartered in the United States, the validity and performance of this Agreement shall be governed by the laws of the State of California, USA, excluding its provisions on conflicts or choice of laws (unless both parties are located within California). 15.8 If Licensee is not a company incorporated or headquartered in the U.S. any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration conducted in the English language in Stockholm, Sweden under the commercial arbitration rules of the International Chamber of Commerce, which shall administer the arbitration and act as appointing authority. The arbitration tribunal shall consist of three (3) arbitrators appointed in accordance with the said rules. The award of the arbitrators shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. If Licensee is a company incorporated or headquartered in the United States, any dispute arising from or in connection with this Agreement shall be subject to binding arbitration in Irvine, California in accordance with the commercial rules of the American Arbitration Association, and judgment upon the arbitral awarded rendered may be entered in any court having jurisdiction thereof. The arbitrator shall not be empowered to award damages in excess of actual damages. Notwithstanding the foregoing, either party may initiate an action in the courts of competent jurisdiction in a convenient forum to seek to prevent or halt a violation of sections 5 and/or 8 above. The prevailing party in any dispute under this section shall recover reasonable attorney's fees and costs (including arbitration costs) from the other party. 15.9 I acknowledge that this License constitutes a valid and legally binding obligation on the part of the receiving party as Licensee. ___________________