SICS 93-01-08 (research) DIVE 2.0 LICENSE AGREEMENT between Swedish Institute of Computer Science, Box 1263, S-164 28 Kista, Sweden, (hereinafter referred to as SICS), and (organization) _____________________________ (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". 2. Right to use the Software 2.1 SICS hereby grants to the LICENSEE a non-transferable, non-exclusive right to use the Software for the purpose stated in Article 3, in accordance with the provisions of this Agreement. 2.2 The LICENSEE may not grant any right to the Software to any third party. 3. Purpose 3.1 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. 3.2 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. 3.3 Upon request, the LICENSEE shall inform SICS about his experiences from the use of the Software. 4. Ownership SICS is and shall remain sole and exclusive owners of the Software, the ownership being distributed according to a separate agreement. 5. Protection of the Software The LICENSEE represents that the LICENSEE or its employees shall not provide or otherwise make available any Software 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, reproduce or modify the Software, not even for personal use, except as allowed pursuant to Article 6. The LICENSEE shall limit the availability of the Software to those employees who need to have access thereto in accordance with this Agreement. 6. Copies and Modifications 6.1 The LICENSEE is entitled to make copies of the Software for use in accordance with clause 3 above. The LICENSEE shall furnish each copy with proprietary marks and symbols identical to those affixed to the Software. The LICENSEE may not make any copy available outside the LICENSEEÕs premises. 6.2 The LICENSEE may modify, update, improve, correct, or alter the Software in accordance with this Agreement. Such modifications, updates, improvements, corrections or alterations made by the LICENSEE shall become the property of the LICENSEE. 6.3 The LICENSEE hereby grants SICS a non-exclusive right to use said modifications, updates, improvements, corrections or alterations free of charge and the LICENSEE will also free of charge supply to SICS copies of any modifications, updates, improvements, corrections or alterations. SICS shall have the right to grant sub-licences with respect to the rights acquired in accordance with this Agreement. 7. 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. 8. Limitation of liability, industrial property rights etc. 8.1 SICS does not assume any responsibility whatsoever with respect to functioning, design, material or workmanship of the Software. 8.2 (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 Agreement, the Software, 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, its use, the system or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings. 8.3 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. 9. Assignment The rights granted under this Agreement may not be assigned or transferred without the prior written consent of SICS. 10. Term and Termination 10.1 Use of the software represents acceptance of this agreement. The rights granted herein for the Software shall remain in force until the LICENSEE discontinues to use the Software. 10.2 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 that is not expressly permitted under this Agreement is considered as a material breach of the Agreement. 10.3 Immediately upon termination of this Agreement, the LICENSEE shall destroy the original and all such copies and certify such destruction to SICS. 11. Applicable law This Agreement shall be governed by Swedish law. 12. Arbitration 12.1 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. 12.2 The arbitration proceedings shall be conducted in English if not both parties use Swedish as their mother tongue. Date: _________________________ Date:_________________________ Signature:______________________ Signature:_____________________ Organization: Organization: Swedish Institute of Computer Science________________________________________