Rational Software Products License Agreement

Rational Software Corporation

Products License Agreement

IMPORTANT! READ THIS LICENSE AGREEMENT BEFORE YOU BREAK THE SEAL ON THE PROGRAM MEDIA PACKAGE. BREAKING THE MEDIA SEAL INDICATES YOUR ACCEPTANCE OF, AND LEGALLY BINDS BOTH YOU AND RATIONAL SOFTWARE CORPORATION, INCLUDING ALL WHOLLY-OWNED SUBSIDIARIES (RATIONAL) TO, THE TERMS AND CONDITIONS SET FORTH BELOW. YOU MUST CONTACT RATIONAL'S CONTRACTS DEPARTMENT AT +1-408-496-3600 BEFORE BREAKING THE MEDIA SEAL IF YOU DESIRE TO NEGOTIATE NEW OR DIFFERENT TERMS. IN THE EVENT YOU DO CONTACT US BUT WE ARE UNABLE TO NEGOTIATE AN ACCEPTABLE SOLUTION, WE WILL REFUND THE PRICE OF YOUR LICENSE FEE UPON THE RETURN OF THE UNOPENED MEDIA PACKAGE AND ACCOMPANYING DOCUMENTATION TO:

Rational Software Corporation
Legal and Contracts Department
2800 San Tomas Expressway
Santa Clara, CA 95051 U.S.A.

1. GRANT OF LICENSE. Rational hereby grants to you a nonexclusive license to use solely for your own business the enclosed software program(s), user documentation, and/or development process documentation (including, but not limited to documentation on computer readable media), collectively (the "Product") in the countries for which the license fees were paid pursuant to the applicable Rational or reseller price list. You may also use any enclosed documentation solely to support such use of the Product. You may not use the Product in a service bureau capacity or to otherwise process data for others for a fee. You may install the Product only on the equipment for which the applicable license fees have been paid, ordinarily (and unless otherwise specified by Rational in writing) limited to a single, designated host. With regard to floating licenses, multiple designated hosts are permitted within the same site, provided simultaneous use does not exceed the total number of seats licensed. With regard to process licenses, the number of authorized users shall be the total number of project members on all projects following the process at a given site. A process license fee must be paid to cover each and every member of that project using the process. You may deinstall, move and reinstall the Product on different equipment at the same site with advance notice to Rational. In order to qualify as a site, the Product must be operated and managed by a single corporate entity, located within an area having a radius of less than 25 miles, and if under support services, must be covered by common customer support services expiration dates. The Product shall not be accessed concurrently by more than the number of authorized users for which the applicable license fees have been paid. Many Rational Products use a license server to administer the number of concurrent users, including users on computers networked to the installation computer. You may not assign or otherwise transfer this license except upon notice, either (a) in connection with a sale of all or substantially all your business assets, or (b) pursuant to a U. S. Government program awarded to you if the Product is assigned to the U.S. Government as residual property at the end of a contract, but not under an indefinite delivery, indefinite quantity ("IDIQ") contract or similar procurement vehicle. Any such assignment of residual property shall be subject to the terms and conditions stated herein. After any such assignment, you shall have no rights with regard to the Rational Products licensed hereunder. You shall inform all users of the Product of the terms and conditions of this Rational Software Corporation Products License Agreement.

2. AUTHORIZATION CODES. Many Rational Products require authorization codes based on the serial number or host I.D. of the installation computer and the number of authorized concurrent users for which the license fee has been paid. These codes require Rational to enable such Product for use on a particular installation computer. The Product may contain such codes and may be disabled if installed on a computer with a different serial number or if used by more than the authorized number of concurrent users.

3. ADDITIONAL PROVISIONS FOR SOURCE CODE PRODUCTS. If source code is enclosed, you may use it to create derivative works to be used in accordance with the foregoing license provisions. All copyright, trademark and trade secret rights in and to the Product shall remain with its owner and shall continue in the portions of the Product incorporated into any derivative work. You acknowledge that because the source code contains, and any derivative work will contain, material proprietary to Rational or Rational's licensors, you shall not copy or distribute source code or any derivative work without the express written consent of Rational and, in some cases, payment of additional license fees.

4. COPIES. Unless expressly authorized by Rational in writing, you may not copy or modify the Product (or any derivative work, if applicable) except (a) source code of reusable components of the Rational Compilation Integrator may be copied for use on any remote compilation platform only, (b) in connection with the use licensed in paragraph 1 above, (c) to create derivative works pursuant to paragraph 3 above, (d) to create a derivative work of the computer readable documentation. Any such derivative work of computer readable documentation shall contain material proprietary to Rational (or Rational's licensor), and shall not be copied or distributed without the express written consent of Rational, or (e) for back-up or archival purposes; provided, however, that each copy must contain the proper copyright, proprietary rights and confidentiality notices and restricted rights legends. You may not copy documentation without the express written consent of Rational.

5. TARGET SOFTWARE PROVISIONS FOR CROSS-COMPILER PRODUCTS. You may embed those portions of the Product identified as user configuration directories ("Target Software") in the software developed by you; provided however, such Target Software shall not include any portion of the Product which is capable of being used to develop other software, including, but not limited to, Program Generation Tools, Library Management Tools, Programming Support Tools, Debugging Tools or Program Management Tools. In addition to the license granted in paragraph 1, Rational grants to you a license: (1) to reproduce and distribute copies of Target Software, in object code form only, and solely when bundled with or contained in your software product, and (2) to use copies of Target Software internally. You agree to pay an additional license fee ("Target Fee") for each copy of software sold, transferred, or placed into use by you which contains Target Software. Target Fees shall be as set forth in Rational's published Price List, or in your Purchase Order accepted by Rational. You agree that copies of any software developed by you containing Target Software shall contain the copyright notice set forth in the Product.

6. OWNERSHIP OF ALL COPIES OF THE PRODUCT. Title to and full ownership of all copies of the Product remain with Rational or Rational's licensors and are protected by United States copyright laws and various international treaties.

7. TERM AND TERMINATION. This license shall be valid from the date purchased by you and is perpetual unless terminated by mutual consent, by your election, or by Rational upon your unremedied material breach of this license agreement. In the event of any termination of this license agreement, you will immediately return to Rational all copies of the Product and other Rational provided materials and certify to Rational that any and all copies of the Product have been erased from computer memory.

8. UPDATES AND SUPPORT. This license agreement does not grant you rights to any improvements, modifications, enhancements, or updates to the Product. Such updates and other support services may be purchased separately from Rational in accordance with the Rational Software Corporation Customer Support Services Terms and Conditions, available from your local Rational Sales Office. Use of such improvements, modifications, enhancements or updates to the Product shall be governed by the terms and conditions contained herein.

9. LIMITED WARRANTY. Rational warrants the media on which the Product is furnished to you to be free of defects in materials and workmanship and that the Product will substantially operate according to specifications published by Rational for a period of ninety (90) days from the date of purchase. Rational does not warrant that the functions contained in the Product will meet your requirements or that the Product will be error-free. Rational's sole liability and your exclusive remedy for any breach of this warranty shall be, at Rational's option, (a) to repair or replace your defective media or Product or (b) to refund the license fee paid for the Product and cancel this license agreement. Any modification of the Product by any person other than a Rational representative or any use of the Product with infringing software or data will void this warranty.

RATIONAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MEDIA AND PRODUCT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE FOREGOING FURTHER STATES RATIONAL'S ENTIRE LIABILITY FOR COPYRIGHT, TRADE SECRET, OR CONFIDENTIAL INFORMATION INFRINGEMENT. IN NO EVENT SHALL RATIONAL BE LIABLE TO YOU OR A THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, LOST DATA AND THE LIKE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF RATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CUSTOMER RESPONSIBILITIES. You agree not to copy the Product except as permitted herein, and you shall not reproduce, deactivate or bypass the security devices supplied with the Product. Rational will include in the Product and other materials appropriate copyright notice of Rational or Rational's licensors, which you agree to preserve and respect. You agree not to disassemble or reverse-compile the Product or any portion thereof. You further agree not to disclose, transfer, or otherwise provide to any third party any portion of the Product without the express written permission of Rational.

You hereby acknowledge that you are aware of the fact that the Product contains professional and confidential know-how and, therefore, shall not be made available to third parties, except as specified herein.

11. EXPORT CONTROLS. The Product is subject to all applicable export laws in accordance with the U.S. Export Administration Regulations and you hereby agree that neither the technical data nor the direct product thereof is intended to be shipped, either directly or indirectly to any embargoed countries.

12. GENERAL. This license agreement represents the complete and exclusive statement of the agreements concerning the license between the parties, supersedes all prior agreements and understandings, and may be modified only in a writing signed by you and Rational. The acceptance of any purchase order placed by you is expressly made conditional on your assent to the terms and conditions set forth herein, and any terms or conditions contained in your purchase order or other writing pertaining to this license that are inconsistent with this license agreement are hereby rejected. If any provision of this license agreement is held to be unenforceable or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions hereof and such provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This license agreement shall be governed by and construed under California law.

13. U.S. GOVERNMENT RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this License Agreement and in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a) 1995, FAR 227-19, or FAR 52.227-14, as applicable. You and your successors in interest agree that only rights to the Product set forth in this License are provided.