NETWORK RESEARCH SOFTWARE SOURCE CODE LICENSE AGREEMENT

NETWORK RESEARCH SOFTWARE SOURCE CODE LICENSE AGREEMENT

This Software Source Code License Agreement is entered Into as of the date of last signature on this Agreement, by and between Network Research Corporation Japan. ("Network Research"), a corporation, with offices at 11-3 Nibancho Chiyoda-ku Tokyo, ("Licenser"), and.

K yush u Matsushita Electr ic Co., Ltd. Production Enginee r, lna R esearch

Laboratory a Corporation. with its offices at 1 ^- 62. 4-Chome Min o shima

Ha kata-ku Fukuoka 612 Japan.

WHEREAS, Network Research has rights in certain TCP/IP networking software known as FUSION TCP/IP Developer's Kit ("Software") and related documentation in which Licensee desires to acquire certain rights to incorporate ("Port") the Licensed Software into the Licensee's computer system, operating system. or other networked system ("System") to provide TCP/IP-based networking for the System. NOW, THEREFORE, in consideration of the mutual promises and conditions contained In this agreement, Network Research and Licensee agree as follows:

1. DEFINITIONS

Terms used in this Agreement have the following meanings:

1.1

Software Mans the FUSION TCP/IP networking software and related software provided to Licensee as the FUSION Developer's Kit which is used by the Licensee to port to Licensee's System in

order to provide TCP/1P networking applications. See Appendix A.1 for a description of the FUSION Developer's Kit.

1.2

S ource Code means the software code, the majority In the C software language, which is included in the FUSION Developer's Kit in the configuration of Licensee's System defined in Appendix B.

1.3

Binary Distribution means a copy of the Licensee's ported Binary (Object Code) version of the Software Source Code which is used at the time of execution on the Licensee's System. Binary Distributions are authorized by the use of Binary Incorporation Stickers provided by Network Research. These stickers are affixed to the software media or to the System which contains the Binary Distribution.

1.4

Documentation means user manuals, porting guides, reference manuals, programmer's manuals, and installation manuals included with the FUSION Developer's Kit or other documentation provided

to the Licensee relating to the Software.

1.5

System means the Licensee's computer hardware, circuit board. or other hardware/firmware component. computer operating software. or other software component which, together with FUSION TCP/IP Networking Software comprises a fully functioning product.

2.

GRANT OF LICENSE

Subject to the terms and conditions of the Agreement, Network Research grants to Licensee, and Licensee hereby accepts from Network Research; a non-exclusive. non-transferable right and license to:

2.1

Use. edit, merge, translate, enhance or otherwise modify the Software Source Code as needed in order to port the Software to Licensee's System,

2.2

Make up to two (2) copies of the Software Source Code for archival purposes only:

2.3

Create internal use Binary Distributions of the ported software for execution on the Licensee's System for the purpose of testing. debugging, supporting and marketing of the binary version of the ported software. Five (5) internal use copies are authorized with the full Source, Lower-Layer Source and Upper-Layer Source Developer's Kits. Five (5) internal use copies are authorized with the Embedded Systems Developer's Kit. 2.4  Use the Software at the following designated site of Licensee:

Licensee:

  Kyushu Matsushita Electric CO. Ltd.

Division:     Production Engineering Research Laboratory

Building:   

Address:      1-62, 4-Chrome Minoshima Hakata ku Fukuoka 812 Japan

User Contact: Takashi Daikoku

2.5

Limitation on Use: Notwithstanding section 2.1 above, any restrictions on the use of the software by Licensee identified in Appendix C and attached as part of this Agreement are included and are binding as part of this Agreement.

3.

DELIVERY AND PAYMENT

3.1

in consideration of the rights and license granted in this Agreement. Licensee agrees to pay Network Research the fees for the Software as specified in Appendix B. Licensee will execute a company Purchase Order for the amount of the fees.

3.2

Network Research will deliver to Licensee one master set of the Documentation and one master copy of the software Source Code. Documentation shall be in hard copy form: Documentation In electronic form must be previously arranged and agreed upon by Network Research. Delivery media for Software Source Code shall in the form specified In the configuration defined in Appendix B. Delivery shall be within 30 days of the receipt and acceptance of Licensee's Purchase Order. Delivery method shall be by air freight carrier with return receipt.

3.3

The fees are due and payable within 30 days of receipt by Licensee of the Software Source Code and Documentation. Licensee shall pay Network Research a charge of 2% per month (or the highest rate allowed by law) on all amounts which are due but unpaid under this Agreement. From the date such amounts are overdue until they are paid, such charge shall accrue and be due and payable on a daily basis.

4.

OWNERSHIP RIGHTS AND PROTECTION OF COPYRIGHT

4.1

Title to and ownership of the software and Source Code and all related technical know-how, including any modifications. revisions. bug fixes, enhancements, improvements and derivative versions of the Software thereof, developed by either Licensee or Network Research and all rights therein, including all rights in patents, copyrights and trade secrets applicable thereto, shall remain vested in Network Research during and after the term of this Agreement.

4.2

Licensee shall deliver to Network Research any modifications, revisions, bug fixes, enhancements, improvements, and derivative versions of the Documentation, the Software. and Source Code upon Network Research's reasonable request.

4.3

Licensee shall faithfully reproduce and conspicuously display in and on all copies made and the media. documentation, and packages in which such copies are contained the following notices:

(a) The Binary Incorporation Sticker supplied with the Developer's Kit is to be affixed to all Internal use binary copies made of the Software

(b) Notice for copies of any portion of the Documentation relating to the Software or any modifications thereof:

COPYRIGHT 1989 TO 1991 PACIFIC SOFTWORKS. ALL RIGHTS RESERVED.

(c) Notice for all whole or partial copies of the Software Source Code: made by licensee:

COPYRIGHT 1983 TO 1991. AN UNPUBLISHED WORK BY PACIFIC SOFTWORKS. ALL RIGHTS RESERVED. THIS PROGRAM 1S AN UNPUBLISHED WORK PROTECTED BY THE UNITED STATES COPYRIGHT LAWS (TITLE 17 UNITED STATES CODE) AND CONTAINS TRADE SECRETS OF PACIFIC SOFTWORKS WHICH MUST BE HELD IN STRICT CONFIDENCE.

Network Research will notify Licensee 90 days in advance of any required changes to copyright notices.

5.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

5.1

Network Research and Licensee acknowledge that certain information may be disclosed to one another in order to carry out this Agreement, Including but not limited to financial, statistical, personnel or technical information relating to each other business which may be deemed proprietary and

confidential. In the event either party receives such information, that party agrees to keep such information confidential by using the same care and discretion that it uses with Its own information which it considers confidential.

5.2

Licensee hereby acknowledges that the Software and all related materials and technical know-how contains Network Research's trade secrets and is confidential and proprietary to Network Research. Licensee agrees to hold all such information in confidence, and agrees not to disclose such information to anyone other than Licensee's employees with a bona fide need to know. Licensee's employees having access to the Software and all related materials and technical know-how are also enjoined by this non-disclosure agreement, Additionally, Licensee agrees to use at least that degree of care which it uses to protect its own information of a similar proprietary nature.

Network Research hereby acknowledges that all information in relation to Licensee's System is confidential and proprietary to Licensee. Network

Research agrees to hold all such information in confidence. and agrees not to disclose such information to anyone other than Network

Research's employees with a bona fide need to know. Network Research's employees having access to all information In relation to System are also enjoined by this non-disclosure agreement. Additionally, Network Research agrees to use at least that degree of care which it uses to protect its own information of a similar proprietary nature.

5.3

The obligations described in Section 5.1 and 5.2 shall terminate five (5) years from the date of disclosure or termination of this Agreement, whichever occurs later, and shall not be

applicable with respect to any portion of the received information which:

(a) is rightfully known by either party at the time of its receipt,

(b) is publicly known by either party,

(c) is rightfully provided by either party without any restriction on disclosure by a third party not bound in a confidential relationship,

(d) is provide by either party to third parties without restriction on disclosure, or

(e) is independently developed by either party.

5.4

Access to the confidential information received by the receiving party under this non-disclosure agreement shall be such access for carrying out the purposes of this non-disclosure agreement.

This non-disclosure agreement shall not be construed to bind or impose obligations upon any divisions, subsidiaries, business units and/or affiliated companies of Kyushu Matsushita Electric Co., Ltd. Production Engineering Research Laboratory, other than Licensee, except for any of such others that receive access to the confidential information of Network Research.

6.

WARRANTY

6.1

Network Research hereby warrants for a period of ninety (90) days from receipt by Licensee of the Software that the Software meets the specifications stated in Appendix A. During this

ninety day period, if Licensee notifies Network Research in writing that the Software does not meet such specifications, Network Research's sole obligation will be to correct such deficiencies or errors within two weeks of the written notice by Licensee to Network Research. If such deficiency or error cannot be corrected within the two week time period. Network Research will provide a plan for bringing the software Into conformance with the

specifications using its best efforts in accordance with usual commercial practices. Notwithstanding the foregoing.

Network Research makes no warranty that operation of the Software will be uninterrupted, error free, or conform to any reliability or performance standards not stated in Appendix A.

6.2

THE ABOVE WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY NETWORK RESEARCH. NETWORK RESEARCH EXPRESSLY EXCLUDES ANY AND OTHER WARRANTIES. WHETHER EXPRESSED. IMPLIED OR STATUTORY. INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY STATEMENTS MADE BY A OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES OF NETWORK RESEARCH ABOUT THE DESIGN SUITABILITY, QUALITY, PERFORMANCE OR RESULTS OF USING THE j  SOFTWARE IN VARIANCE WITH, OR IN ADDITION TO, THE SPECIFICATIONS STATED IN APPENDIX A SHALL NOT BE DEEMS TO BE A WARRANTY OR REPRESENTATION BY NETWORK RESEARCH FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF NETWORK RESEARCH.

6.3

The warranties made by Network Research herein are not transferable, and are made solely for the benefit of Licensee and shall not extend to any third party.

7.

TRAINING. SUPPORT AND MAINTENANCE

7.1

Initial training and support, including porting suppo