SICS 93-01-08 (corporate) DIVE 2.0 LICENSE AGREEMENT between Swedish Institute of Computer Science, Box 1263, S-164 28 Kista, Sweden (hereinafter referred to as "the SICS") and (organisation) _________________________________ (address) _________________________________ _________________________, (hereinafter referred to as "the LICENSEE"). 1. Definitions As used in this Agreement: "Software" shall mean DIVE version 2.0, dated 1993-02-12, delivered as "Source Code". "Designated Equipment" shall mean: Computer model A:_________________ Computer model B:_______________________ serial no: _________________________ serial no: _________________________ 2. License 2.1 SICS hereby grants to the LICENSEE a non-transferable, non-exclusive license to use the Software only on the Designated Equipment in accordance with the provisions of this Agreement. 2.2 The Source Code delivered under this Agreement may only be used by the LICENSEE to produce the Object Code necessary for the execution on the Designated Equipment. The Object Code thus produced shall follow the same rules as "Software" in this agreement. The Source Code shall be kept safely locked up. 2.3 LICENSEE acknowledges that the Software is a research tool still in the development state, that is being supplied Òas isÓ, without any accompanying services from SICS, and that this license is entered into in order to encourage scientific collaboration aimed at further development and application of the software. 2.4 The LICENSEE may use the Software only for the purpose of research within the LICENSEE's ordinary field of activities. This means that the Software or a copy thereof may not be used as a basis for or in design of a commercial software or hardware product nor shall it be employed by the LICENSEE for any commercial purposes whatsoever. 2.5 Upon request the LICENSEE shall inform SICS about his experiences from the use of the Software. 3. Ownership SICS is and shall remain sole and exclusive owner of the Software, the copies hereof and the Source Code. 4. Protection of the Software The LICENSEE represents that the LICENSEE or its employees shall not provide or otherwise make available any Software or Source Code or portion thereof in any form (including derivative programs) to any third party and shall keep such materials in confidence. Furthermore the LICENSEE represents that the LICENSEE or its employees shall not copy or reproduce the Software or the Source Code, not even for personal use, except as allowed pursuant to Article 5, nor modify the Software or the Source Code, and shall limit availability of the Source Code pursuant to Article 2.2 and of the Software only to those employees who need to have access thereto in order to use such Software in conjunction with the Designated Equipment. 5. Copies 5.1 The LICENSEE is entitled to make one (1) copy of the Software for back-up purposes only in addition to what is required for Designated Equipment. The LICENSEE shall furnish the copy with proprietary marks and symbols identical to those affixed to the Software. 5.2 The LICENSEE is not entitled to copy the Source Code. 6. Service and information Unless the parties otherwise agree, SICS shall not be required to provide to the LICENSEE any installation services, technical assistance, maintenance support, supplementary information, improvements or modifications for or in respect of the Software or Source Code. 7. Limitation of liability, industrial property rights etc. 7.1 SICS does not assume any responsibility whatsoever with respect to functioning, design, material or workmanship of the Software. 7.2 (i) SICS shall not be liable to the LICENSEE for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this License, the Software or Source Code, its use or otherwise. (ii) Notwithstanding the generality of ( i ) above, SICS expressly excludes liability for consequential loss or damage which may arise in respect of the Software or Source Code, its use, the system or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings. 7.3 To the best of SICS's knowledge the Software or the use thereof does not infringe any third party's property rights. Third partyÕs software rights are affixed to software when it applies. SICS shall have no responsibility for any claims or infringements of patents, trade marks, industrial designs, copyrights or other property rights affecting the LICENSEE's use of the Software. 8. Assignment The license granted hereunder may not be assigned or transferred without the prior written consent of SICS. 9. Term and Termination 9.1 Use of the software represents acceptance of this agreement. The rights granted herein for the Software shall remain in force until the LICENSEE discontinues use of the Software on the Designated Equipment. 9.2 SICS may terminate this Agreement immediately if the LICENSEE commits a material breach of any provision of this Agreement. Any use or disposal of the Software and/or the Source Code that is not expressly permitted under this Agreement is considered as a material breach of the Agreement. 9.3 Immediately upon termination of this Agreement, the LICENSEE shall destroy the original and all such copies and certify such destruction to SICS. 10. Applicable law This Agreement shall be governed by Swedish law. 11. Arbitration 11.1 Any dispute or difference arising out of or in connection with this Agreement which cannot be settled amicably shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by three arbitrators to be appointed under the terms of these Rules. 11.2 The arbitration proceedings shall be conducted in English if not both parties use Swedish as their mother tongue. Date: __________________________ Date: ______________________________ Signature:_______________________ Signature: __________________________ Organisation: Organisation: Swedish Institute of Computer Science __________________________________