:::::::::::::: SPEC :::::::::::::: License Number: _____________ LICENSE AGREEMENT FOR SPEC BENCHMARK PRODUCTS READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE OPENING THIS PACKAGE CONTAINING THE BENCHMARK PROGRAM AND THE ACCOMPANYING DOCUMENTATION (THE "MATERIALS"). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE MATERIALS BETWEEN YOU AND SPEC, SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES. BY OPENING THIS PACKAGE CONTAINING THE MATERIALS, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS, YOU SHOULD PROMPTLY RETURN THE MATERIALS IN UNOPENED FORM AND YOU WILL RECEIVE A REFUND OF YOUR MONEY. User: _________________________ Site: _________________________ 1. Grant. SPEC agrees to grant and USER agrees to accept a nontransferable and nonexclusive license to use the materials, subject to the restrictions and conditions set forth below. 2. Copies and Location. USER may make only exact and complete copies of the original of the Materials (modification or merger with other software is allowed only as specified in the Run and Reporting Rules for the given SPEC Benchmark product). The original and copies thereof may be used only : - by the user, if purchased by a non-corporate entity. This user must also abide by the Export Assurance (Clause 10) of this license. - by anyone within the same corporate structure, if purchased by a corporation. Note that a "corporate user" must be identified and all technical support and contact with SPEC must be handled through that contact. This user and corporation must also abide by the Export Assurance (Clause 10) of this license. USER will not permit any third party to use or copy the original or any copy thereof. In the event of unauthorized transfer or copying, USER will pay SPEC a penalty in the amount of one additional fee for each such transfer or copy. 3. Scope of Use. The materials may be used only for the generation of data regarding measurement and analysis of computer system (hardware and software) performance on those materials. 4. Fee. The fee paid by the USER to SPEC for the materials is in consideration of SPEC's cost in connection with the distribution of the materials, and is not a royalty. 5. Reports. In order to preserve the integrity of SPEC's performance standards, USER agrees to run the materials in accordance with the rules published by SPEC for the materials. If the USER chooses to publicly report measured results, the reporting must be strictly in accordance with the rules published by SPEC for the materials. 6. Term. This Agreement is effective upon USER opening the package containing the materials and shall continue until terminated. USER may terminate the agreement at any time by returning the materials and all copies thereof to SPEC, but the provisions of Sections 5, 7 and 9 shall survive any termination. The license granted as to the current release of the materials shall terminate when SPEC issues and makes available to the USER a subsequent release of such materials. In the event of a breach by the USER of any provision hereof, SPEC may terminate this Agreement, and the licenses granted hereunder, in whole or as to any materials upon 30 days written notice unless the default is cured within such 30-day period. Upon termination of the license, USER shall immediately return all copies of the Materials to SPEC. 7. Use of Name. It is acknowledged that all trademark and trade name rights in the names are owned exclusively by SPEC and such ownership shall be acknowledged in any use of the name by the USER (i.e. - noting that these are "trademarks of the Standard Performance Evaluation Corporation"). 8. Indemnity. USER agrees to indemnify and hold SPEC harmless from any claims, expenses, or liabilities caused by USER's use of the materials or by USER's publication or use of data arising from its use of the Materials. Disclaimer of Warranties. SPEC MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE SALE, USE OR PERFORMANCE OF THE MATERIALS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY SPEC. USER RECOGNIZES THAT THE PRODUCTS ARE THE RESULT OF A COOPERATIVE, NON- PROFIT EFFORT AND THAT SPEC DOES NOT CONDUCT A TYPICAL BUSINESS. USER ACCEPTS THE MATERIALS "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. HOWEVER, IF ANY MEDIA DEFECT IS FOUND IN THE MATERIALS WITHIN NINETY (90) DAYS AFTER SHIPMENT TO THE USER, SPEC SHALL REPLACE THE MEDIA WITH A COPY WITHOUT MEDIA DEFECT, WHICH SHALL BE USER'S SOLE REMEDY. 9. Limitation of Liability. SPEC assumes no liability with respect to the Materials, including liability for infringement of intellectual property rights, negligence, or any other liability. SPEC is not aware of any infringement of copyright or patent that may result from its transfer to USER of the materials. If USER receives any notice of infringement, such notice shall be immediately communicated to SPEC who will take immediate action to evaluate the claim and, if practicable, modify the materials as necessary to avoid infringement. USER waives any claim against SPEC in the event of such infringement. SPEC's total liability for any reason shall not exceed the amount of the fee paid to SPEC. In no event will SPEC be liable for any indirect, special, incidental or consequential damages arising out of or in connection with this agreement, including the sale, user or performance of the Materials, even if SPEC shall have knowledge of the possibility of such potential. 10. Export Assurance. In respect to the Export Administration Regulations (EAR) of the United States Department of Commerce, and in further consideration of all the present and future technical data to be disclosed by SPEC, USER hereby gives assurance to SPEC that USER will not knowingly, without prior written authorization from the Department of Commerce, Bureau of Export Administration, export or re-export or otherwise disclose directly or indirectly, either the technical data received from SPEC or the direct product of such technical data to any of the following countries: 1. Cuba 2. Iran 3. Iraq 4. Libya 5. North Korea 6. Sudan 7. Syria 8. Rwanda 9. Federal Republic of Yugoslavia 10. (Serbia and Montenegro) This is subject to change and should be checked by USER before any export or re-export. (The term "direct product" refers to the immediate product (including processes and services) produced directly by the use of technical data. 11. Governing Law. This agreement shall be construed and governed in accordance with the laws of the State of California. If any term of this agreement is declared void or not enforceable by any competent court of jurisdiction, all other terms shall remain in effect. 12. No Waiver. The failure of either party to enforce any term herein or to take action in the event or any violation of these terms shall not be deemed a waiver by that party as to the subsequent enforcement of any rights. :::::::::::::: Fraunhofer :::::::::::::: FRAUNHOFER IIS END USER LICENSE AGREEMENT FOR FRAUNHOFER IIS MPEG-1 LAYER-3 JAVA DECODER IN OBJECT CODE FORMAT This Fraunhofer IIS End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity; hereinafter referred to as "Licensee") and Fraunhofer IIS for the Fraunhofer IIS software product(s) identified above which may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE"). The term "SOFTWARE" also shall include any upgrades, modified versions or updates of the SOFTWARE licensed to Licensee by Fraunhofer IIS. By installing, copying, or otherwise using the SOFTWARE, Licensee agrees to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the SOFTWARE. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold. Fraunhofer Institut Integrierte Schaltungen ("OWNER") is willing to license the SOFTWARE in object code format to Licensee, as defined below, only on the condition that Licensee accepts all the terms contained in this license agreement. Please read the terms carefully before using the SOFTWARE. Licensee acknowledges that Licensee has read and understands this agreement and agrees to be bound by its terms and conditions. If Licensee does not accept these license terms, OWNER does not grant any license to the software. 1. LICENSE GRANT (A) As the SOFTWARE has been selected by the Members of the Standard Performance Evaluation Corporation ("SPEC") for incorporation into one of its benchmark suites, OWNER hereby grants to SPEC (a "Licensee") a non-exclusive, non-transferable, royalty-free right to use, reproduce and distribute the SOFTWARE to third parties for a fee or otherwise on a commercial basis, in object code format and on CD- ROM or via any other medium, for use by such third parties solely as set forth in Section 1(B) below. (B) OWNER grants each and every third party who purchases or otherwise acquires the SOFTWARE from SPEC, whether by CD or via another medium, (each, a "Licensee") a non-exclusive, non-transferable, royalty-free right to download, install, compile and use this SOFTWARE, in object code format, for the purposes of using the SOFTWARE as a benchmark against which Licensee can evaluate the performance of other software and hardware products. 2. LICENSE RESTRICTIONS This SOFTWARE is licensed, not sold, to Licensee only under the terms of this Agreement, and OWNER reserves all rights not expressly granted to Licensee. Licensee may not use, copy, modify or transfer the SOFTWARE or any copy thereof or create any derivative works therefrom except as expressly provided for in this Agreement. Licensee may not reverse engineer, disassemble, decompile or translate the SOFTWARE or otherwise attempt to derive the source code of the SOFTWARE except as allowed by law. Licensee may not rent, lease, loan, sell or distribute the SOFTWARE or any part thereof for any purpose, whether commercial or otherwise, except as expressly provided for in this Agreement. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATIONS; OR IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF ANY NUCLEAR FACILITY. OWNER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL NOT USE THE SOFTWARE FOR SUCH PURPOSES. Licensee will, at its expense, defend, indemnify and hold OWNER harmless from and against any third party claims, including costs and reasonable attorneys' fees, and be wholly responsible for any other liabilities or damages arising out of or related to Licensee's use of the SOFTWARE or breach of the terms hereof. 3. OWNERSHIP (A) As between OWNER and Licensee, OWNER is and will be the sole and exclusive owner of all right, title and interest in and to the SOFTWARE other than the limited rights granted to Licensee in this Agreement. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content. All rights not expressly granted are reserved by Fraunhofer IIS. (B) The SOFTWARE is protected by copyright laws and international copyright treaties and unauthorized reproduction or distribution is subject to civil and criminal penalties. Licensee shall retain and reproduce all copyright and other proprietary notices presently on the SOFTWARE and SPEC shall only name or otherwise list the SOFTWARE by title on a CD-ROM, related documents or other materials or any other medium in a format identical to that used by OWNER, including all trademark symbols. No right, title or interest in or to any trademarks, service marks or trade names of OWNER or OWNER's licensors is granted hereunder, except as expressly provided herein. 4. TERM, TERMINATION AND SURVIVAL (A) The term of this Agreement will be 30 (thirty) years. Upon any termination, Licensee must immediately cease all use and distribution of the SOFTWARE and destroy all copies of the SOFTWARE in its possession or, upon OWNER's request, return the SOFTWARE to OWNER. Upon any termination, the parties agree that no implied license shall arise. (B) Licensee may terminate this Agreement at any time by destroying all copies of the SOFTWARE in its possession. (C) This Agreement will immediately terminate without notice if Licensee fails to comply with any obligation of this Agreement. (D) If OWNER desires that the SOFTWARE shall no longer be available for public distribution, this Agreement shall automatically terminate. (E) At such time as SPEC permanently ceases its distribution of the SOFTWARE, this Agreement shall automatically terminate as to SPEC. (F) All licenses granted to third parties pursuant to Section 1(B) above prior to any termination of this Agreement shall continue in accordance with their terms. (G) The relevant provisions of Sections 2 through 7 shall survive any termination of this Agreement, as applicable. 5. WARRANTY. (1) The Fraunhofer-Gesellschaft guarantees the use of generally accepted rules of technology as well as scientific care, but not actual attainment of the research and development goal. (2) The Fraunhofer-Gesellschaft is entitled to remedy defects that may occur. Should such remedy be to no avail, the client has the option of either demanding a reduction in the fee or the cancellation of the Agreement. Further rights of warranty are precluded hereby. (3) Warranty is limited to six months from the date of delivery of the SOFTWARE. This also applies to warranty claims that are not subject to the statutory warranty periods. 6. LIABILITY. The liability of the Fraunhofer-Gesellschaft and its legal representatives and those employed in fulfillment of the contract, arising from breaches of contract or tort is limited to cases of intent, gross negligence, lack of warranted quality (characteristics) and violation of a responsibility, which would jeopardize the contractual objectives. 7. GOVERNING LAW. This Agreement is governed by the laws of Germany. :::::::::::::: Sandia :::::::::::::: LICENSE AGREEMENT Jess, the Java Expert System Shell is Copyright (C) 1997 by Ernest J. Friedman-Hill and the Sandia Corporation. Sandia Corporation (hereinafter "Sandia") manages and operates a federally-owned facility known as Sandia National Laboratories for the United States Department of Energy (Hereinafter "DOE") under Contract DE-AC04-94AL85000. By using and/or downloading the attached Sandia software, titled "Jess", which is a limited clone of the CLIPS expert system shell written in the Java language, you and/or your company (hereinafter "Licensee") are agreeing to be bound by the following licensing terms and conditions: 1. Jess is free for non-commercial use world-wide, including academic use. Commercial use of Jess in products substantially manufactured in the the United States is also free. Licenses for the commercial use of Jess outside of the United States may be negotiated by contacting C.V. (Subra) Subramanian at (510) 294-2311 or cvsubra@sandia.gov. 2. Under the terms of Contract DE-AC04-94AL85000, there is a non-exclusive license for the use of this work by or on behalf of the U.S. Government. The United States Government is granted for itself and others acting on its behalf a paid-up, nonexclusive, irrevocable worldwide license in this data to reproduce, prepare derivitive works, and perform publicly and display publicly. Beginning five (5) years after July 1, 1997, The United States Government is granted for itself and others acting on its behalf a paid-up, nonexclusive, irrevocable worldwide license in this data to reproduce, prepare derivitive works, and perform publicly and display publicly, and to permit others to do so. 3. Sandia makes no warranty, express or implied, as to the accuracy or utility of Jess. Sandia further makes no warranty, express or implied, that the use of Jess as made available herein under this License Agreement will not infringe any United States or foreign patent, copyright or trade secret. Under this License Agreement, Jess is made available to the Licensee on an "AS-IS" basis. Sandia and the Government and their agents, officers and employees shall not be liable for any loss, damage (including incidental, consequential and special), injury or other casualty of whatsoever kind, or by whomsoever caused, to the person or property of anyone, including the Licensee and its Affiliates, arising out of or resulting from the license granted to the Licensee herein, or the accuracy and validity of Jess, or from any system or component thereof made, used, sold, leased or transferred by the Licensee, and the Licensee agrees for itself, its successors and assigns, to defend, indemnify and hold Sandia and the Government, harmless from and against all claims, demands, liabilities, suits or actions (including all reasonable expenses and attorney's fees incurred by or imposed on the Licensee or its Affiliates in connection therewith) for such loss, damage (including incidental, consequential and special), injury or other casualty. 4. NEITHER THE UNITED STATES GOVERNMENT, NOR THE UNITED STATES DEPARTMENT OF ENERGY, NOR SANDIA CORPORATION, NOR ANY OF THEIR EMPLOYEES, MAKE ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OF RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS. :::::::::::::: Sun :::::::::::::: SUN MICROSYSTEMS, INC. SUN MICROSYSTEMS, INC. THROUGH ITS SUN LABORATORIES DIVISION ("SUN") IS WILLING TO LICENSE THE JAVA (tm) COMPILER SOFTWARE IN OBJECT CODE FORMAT, THE JAVA (tm) COMPILER COMPILER (tm) SOFTWARE IN OBJECT CODE FORMAT, SOFTWARE SAMPLE GRAMMARS, A CONFORMANCE TEST PROGRAM KNOWN AS "PEPTEST," AND THE ACCOMPANYING DOCUMENTATION (collectively, the "Software") TO LICENSEE, AS DEFINED BELOW, ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE USING THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF LICENSEE DOES NOT ACCEPT THESE LICENSE TERMS, SUN DOES NOT GRANT ANY LICENSE TO THE SOFTWARE. 1. LICENSE GRANT (A) As the Software has been selected by the Members of the Standard Performance Evaluation Corporation ("SPEC") for incorporation into one of its benchmark suites, Sun hereby grants to SPEC (a "Licensee") a non-exclusive, non-transferable, royalty-free right to use, reproduce and distribute the Software to third parties for a fee or otherwise on a commercial basis, in object code format and on CD-ROM or via any other medium, for use by such third parties solely as set forth in Section 1(B) below. (B) Sun grants each and every third party who purchases or otherwise acquires the Software from SPEC, whether by CD or via another medium, (each, a "Licensee") a non-exclusive, non-transferable, royalty-free right to download, install, compile and use this Software, in object code format, exclusively with sample grammars provided by Sun solely for the purposes of (i) using "PepTest" to determine whether other software and hardware products conform to the Java (TM) standards set by Sun and (ii) using the rest of the Software as a benchmark against which Licensee can evaluate the performance of such other software and hardware products. 2. LICENSE RESTRICTIONS This Software is licensed, not sold, to Licensee only under the terms of this Agreement, and Sun reserves all rights not expressly granted to Licensee. Licensee may not use, copy, modify or transfer the Software or any copy thereof or create any derivative works therefrom except as expressly provided for in this Agreement. Licensee may not reverse engineer, disassemble, decompile or translate the Software or otherwise attempt to derive the source code of the Software except as allowed by law. Licensee may not rent, lease, loan, sell or distribute the Software or any part thereof for any purpose, whether commercial or otherwise, except as expressly provided for in this Agreement. THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATIONS; IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF ANY NUCLEAR FACILITY OR IN ANY LIFE-SAVING OR LIFE SUPPORT APPLICATION. SUN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL NOT USE THE SOFTWARE FOR SUCH PURPOSES. Licensee will, at its expense, defend, indemnify and hold Sun harmless from and against any third party claims, including costs and reasonable attorneys' fees, and be wholly responsible for any other liabilities or damages arising out of or related to Licensee's use of the Software or breach of the terms hereof. 3. OWNERSHIP (A) As between Sun and Licensee, Sun is and will be the sole and exclusive owner of all right, title and interest in and to the Software other than the limited rights granted to Licensee in this Agreement. (B) The Software is protected by United States copyright law and international treaty and unauthorized reproduction or distribution is subject to civil and criminal penalties. Licensee shall retain and reproduce all copyright and other proprietary notices presently on the Software and SPEC shall only name or otherwise list the Software by title on a CD-ROM, related documents or other materials or any other medium in a format identical to that used by Sun, including all trademark symbols. Java (TM) and the family of marks based on the word JAVA (collectively, the "Mark") are trademarks or registered trademarks of Sun in the U.S. and other countries. No right, title or interest in or to any trademarks, service marks or trade names of Sun or Sun's licensors is granted hereunder. (C) Accordingly, Licensee acknowledges that Sun owns the Mark and all goodwill associated therewith. Licensee further acknowledges that it has no rights of any kind whatsoever anywhere in the world with respect to the Mark. Licensee agrees that all past and future use of the Mark by Licensee anywhere in the world inures to the sole benefit of Sun. Licensee agrees that it will take no action anywhere in the world inconsistent with Sun's ownership of the Mark and will not attempt to register the Mark or any mark including the word JAVA anywhere in the world. Licensee agrees that it will not attack Sun's ownership in and title to the Mark anywhere in the world and that it will not attack the validity of the license granted herein. SUN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE MARK, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NONINFRINGEMENT OR OF THE VALIDITY OF SUN'S RIGHTS IN THE MARK IN ANY COUNTRY AND DISCLAIMS ANY AND ALL WARRANTIES RESPECTING THE MARK THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW. 4. TERM, TERMINATION AND SURVIVAL (A) The Agreement is effective until terminated. Upon any termination, Licensee must immediately cease all use and distribution of the Software and destroy all copies of the Software in its possession or, upon Sun's request, return the Software to Sun. Upon any termination, the parties agree that no implied license shall arise. (B) Licensee may terminate this Agreement at any time by destroying all copies of the Software in its possession. (C) This Agreement will immediately terminate without notice if Licensee fails to comply with any obligation of this Agreement. (D) At such time as SPEC permanently ceases its distribution of the Software, this Agreement shall automatically terminate as to SPEC. (E) All licenses granted to third parties pursuant to Section 1(B) above prior to any termination of this Agreement shall continue in accordance with their terms. (F) The relevant provisions of Sections 2 through 9 shall survive any termination of this Agreement, as applicable. 5. NO WARRANTY THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS." ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED. LICENSEE ACKNOWLEDGES AND AGREES THAT (I) THE SOFTWARE IS NON-COMMERCIAL, EXPERIMENTAL SOFTWARE; (II) THE SOFTWARE MAY CONTAIN ERRORS, DESIGN FLAWS OR OTHER PROBLEMS; (III) THE SOFTWARE MAY NOT FUNCTION FULLY OR ADEQUATELY UPON INSTALLATION; (IV) IT MAY NOT BE POSSIBLE TO RENDER THE SOFTWARE FUNCTIONAL; (V) USE OF THE SOFTWARE MAY RESULT IN UNEXPECTED RESULTS, LOSS OF DATA OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO LICENSEE; (VI) SUN HAS NO OBLIGATION WHATSOEVER TO CONTINUE DEVELOPMENT OF THE SOFTWARE; AND (VII) SUN HAS NO OBLIGATION WHATSOEVER TO MAINTAIN OR SUPPORT THE SOFTWARE. 6. LIMITATION OF LIABILITY IN NO EVENT WILL SUN BE LIABLE IN ANY WAY FOR ANY DIRECT DAMAGES OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF USE OR DATA; LOSS OF BUSINESS, REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE; OR PERSONAL INJURY OR PROPERTY DAMAGE) INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, BASED ON A WARRANTY OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE IN ANY WAY EVEN IF SUN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. 7. GOVERNMENT USERS The Software is provided with restricted rights. With respect to any acquisition of the Software by or for any unit or agency of the U.S. Government, the Software shall be classified as "commercial computer software" as that term is defined in the applicable provision of the Federal Acquisition Regulations ("FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement ("DFARS"). If the Software is supplied for use by the DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a) or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a federal agency other than the DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14 (ALT III), as applicable. Sun Microsystems, Inc., 901 San Antonio Road, Palo Alto, CA 94303, USA 8. EXPORT LAW Licensee acknowledges and agrees that this Software and/or any related technology is subject to the U.S. Export Administration Laws and Regulations. Diversion of such Software and/or technology contrary to U.S. law is prohibited. Licensee agrees and certifies that none of this Software and/or technology, nor any direct product therefrom, is being or will be acquired for, shipped, transferred or reexported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects or other purposes prohibited by U.S. export laws unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. Countries subject to U.S. embargo are: Cuba, Iran, Iraq, Libya, North Korea, Syria and the Sudan. This list is subject to change without further notice from Sun, and Licensee must comply with the list as it exists in fact. Licensee certifies that it is not on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Licensee agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or reexport as may be required. Licensee is responsible for complying with any applicable local laws and regulations, including but not limited to, the export and import laws and regulations of other countries. 9. MISCELLANEOUS This Agreement will be construed under and governed by California law and controlling federal law as applied to transactions taking place wholly within California between California residents; the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties agree that any action shall be brought in the United States District Court for the Northern District of California or the California Superior Court for the County of Santa Clara, as applicable, and the parties hereby submit exclusively to the personal jurisdiction and venue thereof. Licensee may not assign this Agreement or any of its rights and obligations hereunder to any party. The official text of this Agreement is in the English language and any interpretation or construction of this Agreement will be based thereon. In the event that this Agreement or any documents or notices related to it are translated into any other language, the English language version will control. This Agreement (i) is the entire agreement between Sun and Licensee relating to the Software, (ii) supersedes all prior or contemporaneous oral or written communications, proposals, warranties, representations or agreements with respect to the Software and (iii) will prevail over any conflicting or additional terms of any subsequent quote, order, acknowledgment or any other communications by or between the parties. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party.