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{\*\generator Msftedit 5.41.15.1507;}\viewkind4\uc1\pard\f0\fs20 SUN MICROSYSTEMS, INC.\par
\par
SUN MICROSYSTEMS, INC. THROUGH ITS\par
SUN LABORATORIES DIVISION ("SUN") IS\par
WILLING TO LICENSE THE JAVA (tm)\par
COMPILER SOFTWARE IN OBJECT CODE\par
FORMAT, THE JAVA (tm) COMPILER\par
COMPILER (tm) SOFTWARE IN OBJECT\par
CODE FORMAT, SOFTWARE SAMPLE\par
GRAMMARS, A CONFORMANCE TEST PROGRAM\par
KNOWN AS "PEPTEST," AND THE\par
ACCOMPANYING DOCUMENTATION\par
(collectively, the "Software") TO\par
LICENSEE, AS DEFINED BELOW, ONLY ON\par
THE CONDITION THAT LICENSEE ACCEPTS\par
ALL THE TERMS CONTAINED IN THIS\par
LICENSE AGREEMENT.\par
\par
PLEASE READ THE TERMS CAREFULLY\par
BEFORE USING THE SOFTWARE.  LICENSEE\par
ACKNOWLEDGES THAT LICENSEE HAS READ\par
AND UNDERSTANDS THIS AGREEMENT AND\par
AGREES TO BE BOUND BY ITS TERMS AND\par
CONDITIONS.  IF LICENSEE DOES NOT\par
ACCEPT THESE LICENSE TERMS, SUN DOES\par
NOT GRANT ANY LICENSE TO THE\par
SOFTWARE.\par
\par
1.  LICENSE GRANT\par
\par
(A)  As the Software has been\par
selected by the Members of the\par
Standard Performance Evaluation\par
Corporation ("SPEC") for\par
incorporation into one of its\par
benchmark suites, Sun hereby grants\par
to SPEC (a "Licensee") a\par
non-exclusive, non-transferable,\par
royalty-free right to use, reproduce\par
and distribute the Software to third\par
parties for a fee or otherwise on a\par
commercial basis, in object code\par
format and on CD-ROM or via any\par
other medium, for use by such third\par
parties solely as set forth in\par
Section 1(B) below.\par
\par
(B)  Sun grants each and every third\par
party who purchases or otherwise\par
acquires the Software from SPEC,\par
whether by CD or via another medium,\par
(each, a "Licensee") a\par
non-exclusive, non-transferable,\par
royalty-free right to download,\par
install, compile and use this\par
Software, in object code format,\par
exclusively with sample grammars\par
provided by Sun solely for the\par
purposes of (i) using "PepTest" to\par
determine whether other software and\par
hardware products conform to the\par
Java (TM) standards set by Sun and\par
(ii) using the rest of the Software\par
as a benchmark against which\par
Licensee can evaluate the\par
performance of such other software\par
and hardware products.\par
\par
2.  LICENSE RESTRICTIONS\par
\par
This Software is licensed, not sold,\par
to Licensee only under the terms of\par
this Agreement, and Sun reserves all\par
rights not expressly granted to\par
Licensee.  Licensee may not use,\par
copy, modify or transfer the\par
Software or any copy thereof or\par
create any derivative works\par
therefrom except as expressly\par
provided for in this Agreement.\par
Licensee may not reverse engineer,\par
disassemble, decompile or translate\par
the Software or otherwise attempt to\par
derive the source code of the\par
Software except as allowed by law.\par
Licensee may not rent, lease, loan,\par
sell or distribute the Software or\par
any part thereof for any purpose,\par
whether commercial or otherwise,\par
except as expressly provided for in\par
this Agreement.\par
\par
THE SOFTWARE IS NOT DESIGNED OR\par
INTENDED FOR USE IN ON-LINE CONTROL\par
OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT\par
NAVIGATION OR AIRCRAFT\par
COMMUNICATIONS; IN THE DESIGN,\par
CONSTRUCTION, OPERATION OR\par
MAINTENANCE OF ANY NUCLEAR FACILITY\par
OR IN ANY LIFE-SAVING OR LIFE\par
SUPPORT APPLICATION.  SUN DISCLAIMS\par
ANY EXPRESS OR IMPLIED WARRANTY OF\par
FITNESS FOR SUCH USES.  LICENSEE\par
REPRESENTS AND WARRANTS THAT IT WILL\par
NOT USE THE SOFTWARE FOR SUCH\par
PURPOSES.\par
\par
Licensee will, at its expense,\par
defend, indemnify and hold Sun\par
harmless from and against any third\par
party claims, including costs and\par
reasonable attorneys' fees, and be\par
wholly responsible for any other\par
liabilities or damages arising out\par
of or related to Licensee's use of\par
the Software or breach of the terms\par
hereof.\par
\par
3.  OWNERSHIP\par
\par
(A)  As between Sun and Licensee,\par
Sun is and will be the sole and\par
exclusive owner of all right, title\par
and interest in and to the Software\par
other than the limited rights\par
granted to Licensee in this\par
Agreement.\par
\par
(B)  The Software is protected by\par
United States copyright law and\par
international treaty and\par
unauthorized reproduction or\par
distribution is subject to civil and\par
criminal penalties.  Licensee shall\par
retain and reproduce all copyright\par
and other proprietary notices\par
presently on the Software and SPEC\par
shall only name or otherwise list\par
the Software by title on a CD-ROM,\par
related documents or other materials\par
or any other medium in a format\par
identical to that used by Sun,\par
including all trademark symbols.\par
Java (TM) and the family of marks\par
based on the word JAVA\par
(collectively, the "Mark") are\par
trademarks or registered trademarks\par
of Sun in the U.S. and other\par
countries.  No right, title or\par
interest in or to any trademarks,\par
service marks or trade names of Sun\par
or Sun's licensors is granted\par
hereunder.\par
\par
(C)  Accordingly, Licensee\par
acknowledges that Sun owns the Mark\par
and all goodwill associated\par
therewith.  Licensee further\par
acknowledges that it has no rights\par
of any kind whatsoever anywhere in\par
the world with respect to the Mark.\par
Licensee agrees that all past and\par
future use of the Mark by Licensee\par
anywhere in the world inures to the\par
sole benefit of Sun.  Licensee\par
agrees that it will take no action\par
anywhere in the world inconsistent\par
with Sun's ownership of the Mark and\par
will not attempt to register the\par
Mark or any mark including the word\par
JAVA anywhere in the world.\par
Licensee agrees that it will not\par
attack Sun's ownership in and title\par
to the Mark anywhere in the world\par
and that it will not attack the\par
validity of the license granted\par
herein.\par
\par
SUN MAKES NO REPRESENTATIONS OR\par
WARRANTIES OF ANY KIND RESPECTING\par
THE MARK, INCLUDING BUT NOT LIMITED\par
TO ANY WARRANTY OF NONINFRINGEMENT\par
OR OF THE VALIDITY OF SUN'S RIGHTS\par
IN THE MARK IN ANY COUNTRY AND\par
DISCLAIMS ANY AND ALL WARRANTIES\par
RESPECTING THE MARK THAT MIGHT\par
OTHERWISE BE IMPLIED BY APPLICABLE\par
LAW.\par
\par
4.  TERM, TERMINATION AND SURVIVAL \par
\par
(A)  The Agreement is effective\par
until terminated.  Upon any\par
termination, Licensee must\par
immediately cease all use and\par
distribution of the Software and\par
destroy all copies of the Software\par
in its possession or, upon Sun's\par
request, return the Software to\par
Sun.  Upon any termination, the\par
parties agree that no implied\par
license shall arise.\par
\par
(B)  Licensee may terminate this\par
Agreement at any time by destroying\par
all copies of the Software in its\par
possession.\par
\par
(C)  This Agreement will immediately\par
terminate without notice if Licensee\par
fails to comply with any obligation\par
of this Agreement.\par
\par
(D)  At such time as SPEC\par
permanently ceases its distribution\par
of the Software, this Agreement\par
shall automatically terminate as to\par
SPEC.\par
\par
(E)  All licenses granted to third\par
parties pursuant to Section 1(B)\par
above prior to any termination of\par
this Agreement shall continue in\par
accordance with their terms.\par
\par
(F)  The relevant provisions of\par
Sections 2 through 9 shall survive\par
any termination of this Agreement,\par
as applicable.\par
\par
5.  NO WARRANTY\par
\par
THE SOFTWARE IS PROVIDED TO LICENSEE\par
"AS IS."  ALL EXPRESS OR IMPLIED\par
CONDITIONS, REPRESENTATIONS AND\par
WARRANTIES, INCLUDING ANY IMPLIED\par
WARRANTY OF MERCHANTABILITY,\par
SATISFACTORY QUALITY, FITNESS FOR A\par
PARTICULAR PURPOSE, OR\par
NON-INFRINGEMENT, ARE DISCLAIMED.\par
LICENSEE ACKNOWLEDGES AND AGREES\par
THAT (I) THE SOFTWARE IS\par
NON-COMMERCIAL, EXPERIMENTAL\par
SOFTWARE; (II) THE SOFTWARE MAY\par
CONTAIN ERRORS, DESIGN FLAWS OR\par
OTHER PROBLEMS; (III) THE SOFTWARE\par
MAY NOT FUNCTION FULLY OR ADEQUATELY\par
UPON INSTALLATION; (IV) IT MAY NOT\par
BE POSSIBLE TO RENDER THE SOFTWARE\par
FUNCTIONAL; (V) USE OF THE SOFTWARE\par
MAY RESULT IN UNEXPECTED RESULTS,\par
LOSS OF DATA OR OTHER UNPREDICTABLE\par
DAMAGE OR LOSS TO LICENSEE; (VI) SUN\par
HAS NO OBLIGATION WHATSOEVER TO\par
CONTINUE DEVELOPMENT OF THE\par
SOFTWARE; AND (VII) SUN HAS NO\par
OBLIGATION WHATSOEVER TO MAINTAIN OR\par
SUPPORT THE SOFTWARE.\par
\par
6.  LIMITATION OF LIABILITY\par
\par
IN NO EVENT WILL SUN BE LIABLE IN\par
ANY WAY FOR ANY DIRECT DAMAGES OR\par
ANY INDIRECT, PUNITIVE, SPECIAL,\par
INCIDENTAL OR CONSEQUENTIAL DAMAGES\par
OF ANY KIND (INCLUDING LOSS OF USE\par
OR DATA; LOSS OF BUSINESS, REVENUE,\par
PROFITS OR OTHER ECONOMIC ADVANTAGE;\par
OR PERSONAL INJURY OR PROPERTY\par
DAMAGE) INCURRED BY LICENSEE OR ANY\par
THIRD PARTY, WHETHER IN AN ACTION IN\par
CONTRACT, TORT, BASED ON A WARRANTY\par
OR OTHERWISE, ARISING OUT OF OR\par
RELATED TO THIS AGREEMENT OR THE\par
SOFTWARE IN ANY WAY EVEN IF SUN HAS\par
BEEN PREVIOUSLY ADVISED OF THE\par
POSSIBILITY OF SUCH DAMAGES OR IF\par
SUCH DAMAGES ARE FORESEEABLE.\par
\par
7.  GOVERNMENT USERS\par
\par
The Software is provided with\par
restricted rights.  With respect to\par
any acquisition of the Software by\par
or for any unit or agency of the\par
U.S.  Government, the Software shall\par
be classified as "commercial\par
computer software" as that term is\par
defined in the applicable provision\par
of the Federal Acquisition\par
Regulations ("FAR") and supplements\par
thereto, including the Department of\par
Defense (DoD) FAR Supplement\par
("DFARS").  If the Software is\par
supplied for use by the DoD, the\par
Software is delivered subject to the\par
terms of this Agreement and either\par
(i) in accordance with DFARS\par
227.7202-1(a) and 227.7202-3(a) or\par
(ii) with restricted rights in\par
accordance with DFARS\par
252.227-7013(c)(1)(ii) (OCT 1988),\par
as applicable.  If the Software is\par
supplied for use by a federal agency\par
other than the DoD, the Software is\par
restricted computer software\par
delivered subject to the terms of\par
this Agreement and (i) FAR\par
12.212(a); (ii) FAR 52.227-19; or\par
(iii) FAR 52.227-14 (ALT III), as\par
applicable.\par
\par
Sun Microsystems, Inc., 901 San Antonio Road, Palo Alto, CA  94303, USA\par
\par
8.  EXPORT LAW\par
\par
Licensee acknowledges and agrees\par
that this Software and/or any\par
related technology is subject to the\par
U.S. Export Administration Laws and\par
Regulations.  Diversion of such\par
Software and/or technology contrary\par
to U.S.  law is prohibited.\par
Licensee agrees and certifies that\par
none of this Software and/or\par
technology, nor any direct product\par
therefrom, is being or will be\par
acquired for, shipped, transferred\par
or reexported, directly or\par
indirectly, to proscribed or\par
embargoed countries or their\par
nationals, nor be used for nuclear\par
activities, chemical biological\par
weapons, or missile projects or\par
other purposes prohibited by U.S.\par
export laws unless authorized by the\par
U.S.  Government.  Proscribed\par
countries are set forth in the U.S.\par
Export Administration Regulations.\par
Countries subject to U.S. embargo\par
are:  Cuba, Iran, Iraq, Libya, North\par
Korea, Syria and the Sudan.  This\par
list is subject to change without\par
further notice from Sun, and\par
Licensee must comply with the list\par
as it exists in fact.  Licensee\par
certifies that it is not on the U.S.\par
Department of Commerce's Denied\par
Persons List or affiliated lists or\par
on the U.S. Department of Treasury's\par
Specially Designated Nationals\par
List.\par
\par
Licensee agrees to comply strictly\par
with all U.S. export laws and assume\par
sole responsibility for obtaining\par
licenses to export or reexport as\par
may be required.  Licensee is\par
responsible for complying with any\par
applicable local laws and\par
regulations, including but not\par
limited to, the export and import\par
laws and regulations of other\par
countries.\par
\par
9.  MISCELLANEOUS\par
\par
This Agreement will be construed\par
under and governed by California law\par
and controlling federal law as\par
applied to transactions taking place\par
wholly within California between\par
California residents; the United\par
Nations Convention on Contracts for\par
the International Sale of Goods\par
shall not apply.  The parties agree\par
that any action shall be brought in\par
the United States District Court for\par
the Northern District of California\par
or the California Superior Court for\par
the County of Santa Clara, as\par
applicable, and the parties hereby\par
submit exclusively to the personal\par
jurisdiction and venue thereof.\par
Licensee may not assign this\par
Agreement or any of its rights and\par
obligations hereunder to any party.\par
The official text of this Agreement\par
is in the English language and any\par
interpretation or construction of\par
this Agreement will be based\par
thereon.  In the event that this\par
Agreement or any documents or\par
notices related to it are translated\par
into any other language, the English\par
language version will control.  This\par
Agreement (i) is the entire\par
agreement between Sun and Licensee\par
relating to the Software, (ii)\par
supersedes all prior or\par
contemporaneous oral or written\par
communications, proposals,\par
warranties, representations or\par
agreements with respect to the\par
Software and (iii) will prevail over\par
any conflicting or additional terms\par
of any subsequent quote, order,\par
acknowledgment or any other\par
communications by or between the\par
parties.  No modification to this\par
Agreement will be binding unless in\par
writing and signed by an authorized\par
representative of each party.\par
\f1\par
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