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RI Software License

The following terms and conditions govern the license of the RI Cassini System Software (defined below) by Roos Instruments, Inc. ("Licensor") to the party ("Licensee") identified in the Sales Contract or Quote between the parties ("Sales Contract").

DEFINITIONS
Software. "Software" means the software in object and/or source code and (i) all updates and enhancements for such software provided by Licensor to Licensee, and (ii) any modifications, improvements or derivative works based on such software created by or on behalf of Licensee.
a) Documentation. "Documentation" means any printed material provided with the Software.
b) License. "License" means the license to use the Software for Licensee's internal purposes. The License is granted pursuant to the provisions of this Agreement.
c) Workstation. "Workstation" means a single microcomputer, personal computer, computer terminal, virtual machine or network station.

1. LICENSE
1.1 Grant of License. Subject to Licensee's compliance with this Agreement, Licensor grants to Licensee, and Licensee accepts, a nonexclusive License to use the Software solely at the site identified in the Sales Contract (the "Site"). No other rights are granted to the Licensee hereunder, except as are expressly stated in this Agreement. Licensee has the rights of a licensee only. Licensor retains title to the Software and Documentation and any copies thereof, and any and all intellectual property rights therein or related thereto, including the originals provided with this Agreement.
1.2. Term of License. The License granted to Licensee by this Agreement shall last for the duration of the copyright of the Software, unless earlier terminated by Licensor pursuant to this Agreement. Upon termination of the License, Licensee will return to Licensor the Software (or, in the alternative, provide Licensor with written verification that all copies of the Software at the Site have been destroyed) and the Documentation and any hard copies thereof.
1.3 Copies. Licensee may not copy the Software except as necessary to use the Software at the Site or to modify, improve or create derivative works based on the Software at the Site. Such necessary use means copying the Software to the internal hard disk of Workstations at the Site, copying the Software to network file server at the Site in order to make the Software available for use on Workstations at the Site, and creating backup diskettes or backup tapes. All trademark and copyright notices must be included and unaltered on any copies made.

2. RESTRICTIONS.
2.1. Location. Licensee is authorized to use the Software only at the Site. Use of the Software at any other location is prohibited.
2.2 Tool: Licensee is authorized to use the Software only for the Tool to which it is assigned.
2.3. Modification. Licensee may modify and improve the Software and create derivative works based on the Software and the Documentation; provided, however, that Licensor shall own all rights (including, without limitation, all intellectual property rights) in and to any such modifications, improvements or derivative works. Licensee shall notify Licensor within 20 days after the date any such modification, improvement or derivative work has been created. Licensee hereby assigns, and shall cause its employees and independent contractors to it to assign, to Licensor all rights (including, without limitation, all intellectual property rights) in any such modifications, improvements or derivative works. Licensee shall do all other lawful acts, including the execution of documents and lawful oaths and the giving of testimony, that in the opinion of Licensor, its successors and assigns, may be necessary or desirable for perfecting, affirming, maintaining and recording Licensor's complete ownership and title to any such modifications, improvements or derivative works (including, without limitation, all intellectual property rights). Any such modifications, improvements and derivative works shall become part of the Software and be subject to all terms of this License (other than Licensor's limited warranty).
2.4. Assignment. Licensee shall not transfer, assign, or sublicense, whether by operation of law or otherwise, the rights granted by this License to any third party for any reason. Any attempted transfer, assignment, or sublicense in violation hereof shall be void.
2.5. Confidentiality. Licensee shall not disclose any trade secrets or confidential information learned as a result of use of the Software, or the Software or the Documentation themselves, to any third party for any reason. Such restriction shall extend to any and all of Licensee's employees who use or have knowledge of the Software. Licensee agrees that such restriction shall survive any termination of the License by Licensor or otherwise.
2.6. Limits On Use. Licensee shall not use the Software as part of a commercial time-sharing or service bureau operation, in any other resale capacity, or in connection with offering services to any third party.
2.7. Termination. Licensee's breach of any provision of this Agreement shall constitute a basis for termination of the License and this Agreement by Licensor at any time by notice to Licensee. In addition, Licensor shall have the right to terminate this Agreement by notice to Licensee if Licensee (i) terminates or suspends business or (ii) merges with, or is acquired by, another entity or (iii) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar official for any substantial part of its business or assets, or avails itself of any bankruptcy relief under the Federal Bankruptcy Code or any other Statute or procedure relating to insolvency or the protection of the rights of creditors.

3. LIMITED WARRANTY AND LIMITED LIABILITY.
3.1. Limited Warranty. [Roos Instruments warrants its software products designated by RI for use with a hardware product, that when properly installed, will not fail to execute their programming instructions due to materials and workmanship for 90 days. If RI receives notice of such defects during the warranty period, RI will, at its option, repair or replace the defective software media. RI does not warrant that operation of software or hardware will be uninterrupted or error free.]. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, LICENSOR MAKES NO WARRANTY OR REPRESENTATION RELATING TO THE SOFTWARE, THE DOCUMENTATION, OR THIS AGREEMENT, AND LICENSOR DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE SOFTWARE IS WITHOUT DEFECT OR ERROR. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LICENSE, LICENSOR MAKES NO WARRANTY OR REPRESENTATION RELATING TO ANY MODIFICATIONS, IMPROVEMENTS OR DERIVATIVE WORKS BASED ON THE SOFTWARE CREATED BY OR ON BEHALF OF THE LICENSEE.
3.2. Limited Liability. LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensor is not responsible for any costs incurred as a result of the use of the Software, including but not limited to, lost profits or revenue, loss of data, costs of re-creating data, the cost of any substitute equipment or program, or claims by any third party. LICENSOR'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION IS LIMITED TO THE LICENSE FEE FOR THE LICENSE.
3.3. INCORPORATION BY REFERENCE. This Agreement incorporates by reference all terms of the Sales Contract. In the event of conflict between the terms of this License and of the Sales Contract, this License shall govern.