
INTERSOLV, INC.
SOFTWARE LICENSE AGREEMENT
EVALUATION COPY

IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY.  IT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU ("CUSTOMER") AND INTERSOLV.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, REMOVE THE SOFTWARE FROM YOUR SYSTEM AND DESTROY ALL COPIES.

INTERSOLV wants you to be satisfied with your software products and understand fully the manner in which you are permitted to use them.  If you have any questions about this License Agreement, please contact the office of the General Counsel by calling its headquarters at (301)828-5000 or writing via the Internet to contracts@intersolv.com.

1.  License Grant.  INTERSOLV hereby grants to Customer, and Customer hereby accepts, a limited term, non-exclusive and non-transferable license to use the Software in accordance with the terms and conditions set forth in this Agreement.  Without the prior, express written permission of INTERSOLV, the Software may not be used in, or accessed from, any country outside the country in which it was originally licensed.

2.  Term of Agreement.  The term of the license granted hereunder shall be for 90 days from the date of installation, upon which time it shall automatically expire, and the Software shall automatically cease to operate.  INTERSOLV reserves the right to terminate this Agreement earlier, in its sole discretion.

3.  Use of Software.  This section sets forth the manner in which the Customer may use the Software and summarizes certain of INTERSOLV's ownership rights.

	3.1	The Software is licensed on a limited term basis.  This means that you may only use the software for the 90 day period commencing with installation.  You may not copy and redistribute the Software in any fashion, without first obtaining INTERSOLV'S permission.  For the quickest authorization to use the Software in a manner that may be contrary to this Agreement, we recommend you contact INTERSOLV at the contracts@intersolv.com Internet address.  We will respond to all requests expeditiously.  If others within your organization would like to use another 90 evaluation copy of the Software, it should be obtained in the same manner as this copy (e.g., through Oracle or electronically).  Customer is prohibited from reinstalling the Software on the same CPU after expiration of the license.  

	3.2	INTERSOLV shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted by INTERSOLV.  This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use. Customer agrees not to attempt to decompile, reverse engineer or otherwise produce a source code statement of the Software. 

4.  Assignment.  The license granted hereunder may not be assigned, licensed, sub-licensed, rented or otherwise transferred, either voluntarily, by operation of law or otherwise, without the prior written approval of INTERSOLV and any such assignment without INTERSOLV's consent shall be void. 

5.  Disclaimer of Warranties.

	5.1  THIS SOFTWARE IS PROVIDED "AS IS" AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INTERSOLV DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT DEFECTS, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.  INTERSOLV DOES PROVIDE CERTAIN PERFORMANCE AND INTELLECTUAL PROPERTY WARRANTIES FOR ITS PERPETUAL LICENSES.  IF YOU WOULD LIKE TO BENEFIT FROM THOSE WARRANTIES, YOU MUST PURCHASE A LICENSE FOR THE SOFTWARE.

6.  Confidentiality.  Customer acknowledges that the Software, documentation and related information, regardless of the media on which it is recorded, constitute valuable, proprietary, copyrighted and trade secret material of INTERSOLV.  Customer shall have no rights to such Software, documentation or related information except those rights expressly granted herein.  Customer agrees to take all reasonable steps to protect the confidentiality of the Software, documentation and related information, but in no event less than those precautions taken to protect its own confidential information.  The obligations of this Article shall survive termination.

7. Liability.  

	7.1  In no event shall INTERSOLV be liable to Customer for any special, incidental, or consequential damages, arising from breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory as a result of Customer's use of the Software, even if INTERSOLV has been advised of the possibility of such damages.  Such damages include, but are not limited, to loss of profits or revenue, cost of capital, overhead costs, costs of any substitute services or claims of customers of Customer for any such damages.  Some states do not allow the exclusion of implied warranties, so the limitations and exclusions contained in this Agreement may not apply.  The warranties contained in the Agreement give you specific legal rights and you may have other legal rights which vary from state to state.  

8.  U.S. Government Restricted Rights.  The Software and its documentation are Commercial Computer Software provided with RESTRICTED RIGHTS under Federal Acquisition Regulations and agency supplements to them.  Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable.  Contractor is INTERSOLV, Inc., 3200 Tower Oaks Boulevard, Rockville, Maryland 20852.

9.  Miscellaneous.  

	9.1  If any one or more of the provisions of this Agreement are finally adjudicated to be partially or entirely unenforceable by a court of competent jurisdiction, then this Agreement shall be construed as if such unlawful provision had not been contained herein, but the remainder of the Agreement shall remain in full force and effect.

	9.2  A waiver of any breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default.  Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

	9.3  This Agreement shall be governed by and construed in accordance with the laws of the state of Maryland.

INTERSOLV, Inc.
9420 Key West Avenue
Rockville, Maryland 20850
