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 Software License Agreement



 Version: 1 July 1997

This is a contract between you and Data Projects - Gesellschaft fr
Organisationsberatung und DV-Entwicklung mbH ("DP"), a corporation registered in
Trier, Federal Republic of Germany (HRB Trier 3479).
    1. Subject.
       Subject of this agreement are the enclosed software programs including
      updates or upgrades ("Software") and the accompanying documentation. By
      installing these materials, you agree to use them exclusively by the terms
      and conditions of this license. By purchasing a registered version
      ("Registered Software"), you furthermore agree, that the materials
      sufficiently meet your requirements. There are versions available free of
      charge for evaluation and non-commercial education ("Evaluation
      Software").
    2. Copyrights.
       The Software and documentation are protected by national copyright laws
      and international treaties. DP reserves all rights not specially granted
      in this agreement.
       Under no circumstances and by no means may copyright notes be removed or
      changed.
       Only for Evaluation Software, a limited license is granted to copy and
      distribute the Software exclusively for the trial use of others provided
      that all accompanying files will also be distributed and no fee will be
      requested or accepted.
       For Registered Software, you may only make archive copies for backup
      purposes.
       You may be held legally responsible for any copyright infringement which
      is caused or encouraged by your failure to comply with any of the terms or
      conditions in this agreement.
    3. Use of the Software.
       DP grants you the non-exclusive right to use the Software only on a
      single computer at the same time. If you want to use it on more than one
      computer at the same time, you have to order and pay a separate license
      for each additional computer.
       To "use" means to run copies of the Software loaded into your computer's
      temporary memory (i.e. RAM).
       In the case of Registered development Software to "use" also means to
      freely distribute software applications containing DP's Software under the
      restriction that it may not be used as development Software.Especially,
      DP's Software components or derived components may only be distributed as
      linked parts of executable files.
       You agree to indemnify and hold DP harmless from and against any claims
      or liabilities, including related attorney's fees, that arise or result
      from the distribution and useof your applications. This provision
      survives the termination of this agreement.
       You must keep DP's source code and know-how from this source code
      confidential, i.e. you may not distribute it in any form or for any
      purpose. This provision survives the termination of this agreement.
       Others who need to use development features or source code of DP's
      Software have to order and pay their own license.
       The Software may not be translated, modified or decompiled, disassembled
      or otherwise reverse engineered.
       By no means may inherent limitations of Evaluation Software be removed or
      neutralized.
       Under all of the restrictions in this agreement, you may use Evaluation
      Software for non-commercial educational purposes, if you agree to
      periodically update to the latest versions.
    4. Transferring the Software.
       You may not rent, lease or sublicense the Software.
       You may transfer Registered Software to another person or legal entity,
       if you transfer the complete original materials and inform DP about the
      new user and the transferred Software.
       You agree, upon transferring the Software, to stop using (q.v. "Use of
      the Software")it and to destroy all provided, installed, copied and
      derived materials in any form.
    5. Limited Warranty.
       DP warrants that Registered Software will perform substantially in
      accordance with the accompanying documentation.The accompanying
      documentation does not contain any express or implied assurance of
      specific characteristics.This is the only warranty.
       The warranty is void, if the Software is not used according to this
      agreement. There is no warranty of uninterrupted, error-free,
      fault-tolerant or secure operating. There is no fitness for High Risk
      Activities, in which the failure of the Software could lead directly to
      death, personal injury, or severe physical or environmental damage.
       The period for any warranty is limited to six months from the date of
      receipt.
       If informed about your problem during the warranty period, DP will at
      DP's sole discretion either repair or replace the Software or
      documentation or refund the license fee you paid for the Software.
       DP will also, at your discretion, refund the license fee, if DP fails to
      solve the problem.
       Replacement Software will be warranted for the remainder of the original
      warranty period.
       Evaluation Software is provided free of charge, sometimes with inherent
      limitations and at early or pre-release version states and therefore
      without warranty of any kind. You may use Evaluation Software only at your
      own risk.
    6. LIMITATION OF LIABILITY.
       DP shall be liable for damages caused by the missing of characteristics
      assured by DP as well as for damages caused by DP's intent or gross
      negligence. Liability for gross negligence is excluded if you are a
      qualified businessperson, legal person under public law or special public
      fund.
       DP shall not be liable for indirect damages, consequential damages or
      loss of profit.
       DP shall not be liable for damages caused by DP's slight negligence.
       However, DP shall be liable for direct damages up to the typically
      foreseeable amount of 5,000 (five thousand) Deutsche Mark when - by slight
      negligence - violating DP's essential contract responsibilities.
       DP shall not be liable for damages non-typical of such a Software
      License Agreement, hardly foreseeable or those you could have avoided by
      reasonable precautions (e.g. qualified backup procedures, fault-tolerant
      environment).
       DP disclaims any liability for using the Software at High Risk Activities
      (q.v. "Limited Warranty").
    7. Termination.
       This license will terminate automatically if you fail to comply with any
      of the terms or conditions in this agreement.
       For Evaluation Software this license will terminate automatically after
      an evaluation period of 60 (sixty) days after installation.
       You agree, upon termination, to stop using (q.v. "Use of the Software")
      the Software and to destroy all provided, installed, copied and derived
      materials in any form.
    8. Governing Law, Jurisdiction and General Provisions.
       This agreement will be governed exclusively by the laws of the Federal
      Republic of Germany without regard to applicable international laws on the
      sale of goods. If you are a qualified businessperson, legal person under
      public law or special public fund, jurisdiction for all proceedings
      arising from this agreement is Trier, Federal Republic of Germany.
       This agreement represents the complete agreement concerning this license
      and may be amended only by a writing executed by both parties.
       If any provision of this agreement is held to be unenforceable, such
      provision shall be reformed only to the extent necessary to make it
      enforceable. In any case will the remainder remain valid and enforceable
      according to its terms.
       The acceptance of any purchase order placed by you is expressly made
      conditional on your assent to the terms set forth herein, and not those in
      your purchase order.
      
 