Pfc LICENSE AGREEMENT This Agreement is entered into this day of , 19 , by and between Unisys Corporation, a Delaware corporation, having a place of business at Paoli, Pennsylvania (hereinafter referred to as "Licensor") and having a place of business at (hereinafter referred to as "Licensee"). 1 Definitions: 1.1 "Licensed Software Package" means the source code of the Pfc program, together with supporting documentation, which may include flowcharts,logic diagrams, program listings, operating instructions and user manuals. 1.2 "Licensed software" means the source code of the Pfc Program 1.3 "Proprietary Information" means the licensed software package which Licensor desires to protect against unrestricted disclosure or competitive use and which is designated as such by Licensor to Licensee. 1.4 "Pfc core" includes the following items that will be delivered to Licensee: - The Pfc Prolog source code 1.5 "Changed" software means major changes to modules in the Pfc core, to be determined by the sole opinion of Licensor. 2 License Grant: 2.1 Subject to the conditions herein, Licensor hereby grants to Licensee a limited, non-transferable, non-exclusive license for the Licensee's internal use of the software. Licensee may make copies of the licensed software for multiple workstations and for backup or archival purposes only. Title to all copies of the licensed software package remains in Licensor. 2.2 This license, the licensed software and the proprietary information provided by Licensor to Licensee may not be sold, leased, assigned, sublicensed or otherwise transferred, in whole or in part by Licensee. 2.3 The purpose of this license is for research and development to be conducted by the Licensee. This license is for the internal use of the Licensee and shall not be used commercially (including embedding the licensed software in a system) by the Licensee. This license allows the Licensee the right to modify the source code for research purposes and if said modifications are major changes, as defined herein, to the core of Pfc, as determined by the sole opinion of Licensor, to release the "changed" software subject to the provisions in section 5.5. 2.4 In return for providing the Pfc package, Licensee hereby grants to Licensor an unlimited, non-exclusive license to use the "changed" software and with rights no more restrictive than 5.5 below. 3 Term of License: 3.1 This license is for a term of three (3) years from date of execution unless sooner terminated in accordance with this Agreement, as defined in 3.2. 3.2 Licensor may terminate this license upon thirty (30) days written notice to Licensee, if Licensee fails to comply with any of the material terms and conditions of this license and if such failure to comply is not corrected within the said thirty (30) day notice period. 3.3 Upon termination of this license, use of the licensed software by Licensee shall be discontinued. In such event, the license and rights granted hereunder shall expire and Licensee shall have no further rights or access to the licensed software. All copies of the licensed software package shall be returned to Licensor. 4 License Fees: 4.1 The licensed software furnished hereunder shall be licensed at a cost of dollars to Licensee during the term hereof. 5 Proprietary Information: 5.1 Licensor hereby states and Licensee hereby acknowledges that the licensed software constitutes a highly valuable asset and is to be considered Proprietary Information. 5.2 Licensee agrees to treat the Proprietary Information in the same manner and with the same degree of care as it treats its own Proprietary Information. Licensee shall not use, disclose, any copies of the proprietary information, in whole or in part, without authorization of Licensor, including when "changed" software is transferred to a third party. 5.3 Licensee shall make reasonable efforts to notify and inform its employees having access to the Proprietary Information of Licensee's limitations, duties and obligations regarding non-disclosure of the licensed software package. Proprietary Information shall be used only by employees of Licensee. 5.4 Licensor reserves the right to review and approve/disapprove the release of all papers that evaluate and/or characterize Pfc before release for publication, and to approve/disapprove the use of the Unisys name or the Pfc name in said publication. Licensor will have thirty (30) calendar days to approve/disapprove any papers falling within this clause. Failure to approve/disapprove a paper during this period shall be deemed an approval for publication. 5.5 Licensor reserves the right to review and/or test any software that makes major changes to the core of Pfc before said "changed" software is released to parties not party to this agreement and to restrict the use of Licensor's name or the Pfc name with said software. 5.6 Notwithstanding any provisions herein concerning non-disclosure and non-use of the Proprietary Information, Licensee shall have no obligation for non-disclosure or use of any such information which Licensee can show to have been in his/her possession before receiving this Proprietary Information from Licensor or to have been independently developed thereafter; nor shall it apply to Proprietary Information which is or becomes freely available without an obligation of confidentiality. 5.7 Licensee's obligations under this section shall survive any termination of this agreement. 5.8 Within thirty (30) days after termination of this license, all proprietary information shall be returned to Licensor. 5.9 Licensee shall promptly notify Licensor if it discontinues use of licensed software package. 6 Licensor's use of Enhancement: 6.1 Licensor shall be provided access,if desired, to all existing modifications, enhancements and extensions made to the source code by the Licensee including flow charts,logic diagrams, program listings, operating instructions and user manuals. 7 Reports: 7.1 Licensee agrees to promptly notify Licensor of any significant software errors, problems, or any other significant defects within the licensed software package. 7.2 Licensor reserves the right to request that the Licensee provide to the Licensor copies of any modifications, enhancements and documentation made by the Licensee to the licensed software, no more frequently than annually during the term of this agreement. 8 Disclaimer of Liability: 8.1 Licensee acknowledges that the licensed software package is an incomplete, early version of the software and may contain coding and/or design errors. Licensee agrees that it will not use the licensed software package in a manner that exposes valuable and irreplaceable data to loss or damage by malfunctioning of the licensed software package. The licensed software package is supplied "as is"; Licensor does not undertake to correct any or all errors discovered or reported; Licensor shall not be liable for any direct, indirect, special, incidental or consequential damages or loss of use, revenue or profit arising out of or in connection with the use of the licensed software package, even if the Licensor knew or should have known of such damages; Licensor does not warrant that the licensed software package will ever be released as a product by Licensor; Licensor expressly disclaims any and all warranties of merchantability and fitness for a particular purpose and Licensee's sole and exclusive remedy for breach of this Agreement by Licensor, whether in tort, contract or otherwise, is termination of the license agreement. 9 General Provisions: 9.1 This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and it supersedes all other understandings between the parties; this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania; failure of either party to insist upon strict performance of any term or covenant of this Agreement shall not constitute a waiver of the right to restrict that term or covenant in the future; this Agreement may not be modified or amended, in whole or in part, except by written instrument executed by the parties. IN WITNESS WHEREOF, the parties have caused this license to be executed by their duly authorized representatives For Unisys Corporation by:____________________________________ Title_______________________________ Date________________________________ For ____________________ by:_________________________________ Title___________________ Date________________________________