SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "SOFTWARE LICENSE AGREEMENT") BEFORE USING THIS LICENSED PROGRAM, THE USE OF WHICH IS LICENSED BY MLDesign Technologies, Inc. TO ITS CUSTOMERS FOR THEIR USE AS SET FORTH BELOW. OPENING THE SOFTWARE PACKAGE. INDICATES THAT YOU ACCEPT THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, RETURN THE ENTIRE PACKAGE AND ITS CONTENTS TO MLDesign Technologies, Inc. OR TO THE LOCATION WHERE YOU OBTAINED IT.

DEFINITIONS USED

Licensed Program means each executable software program and any updated, improved or otherwise modified versions thereof, together with documentation and error corrections, furnished by MLD pursuant to a Product Quotation or an order from Customer solely for Customer's internal purposes only; it may include software licensed by MLD from third parties.

Design means the representation of Systems, functions, or architectures, derived from or created by Customer through the use of the Licensed Program in their various formats, including but not limited to, equations, associated parameters, schematic diagrams, textual descriptions, system description languages, and netlists.

Commercial License means a paid annual subscription license to use the Licensed Program whereby the Licensed Program is activated for use via a license key that will automatically deactivate the Licensed Program at the end of the subscription period. You acknowledge that the Licensed Program is enabled with a license key that will automatically deactivate the Licensed Program at the end of the Subscription Period.

Evaluation License means a short-term free-of-charge license to test and evaluate the Licensed Program for a period of 28 days. You acknowledge that the Licensed Program is enabled with a license key that will automatically deactivate the Licensed Program at the end of the Evaluation Period.

Intellectual Property Rights means all rights protected by patents, patent rights, copyrights, trade secrets, service marks and trademarks, and all applications of those rights, in all countries in the world.

Known 3rd Party Confidential Information means any information known by the user of this Software Product to have been designated as confidential by a party other than the user or the user’s employer.

Licensed Use means copying, running, or otherwise executing any portion of the Licensed Program including loading data into or displaying, viewing, or extracting output results therefrom for the purpose of Design development, analysis, verification and other related activities. Licensed Use excludes employing or executing any portion of the Licensed Program for the purpose of violating Intellectual Property Rights or improperly discovering Known 3rd Party Confidential Information.

LICENSE TO USE

MLDesign Technologies, Inc. (MLD) grants you a non-exclusive and non-transferable license for the internal Licensed Use only of the accompanying Licensed Program, under the terms of an Evaluation License or by the number of users and the class of computer hardware for which the corresponding Commercial License fee has been paid.

RESTRICTIONS

Licensed Program is confidential and copyrighted. Title to Licensed Program and all associated intellectual property rights is retained by MLD and/or its licensors. Except as specifically authorized in any Supplemental License Terms, you may not make copies of Licensed Program, other than a single copy of Licensed Program for archive purposes. Unless enforcement is prohibited by applicable law, you may not modify, decompile, or reverse engineer Licensed Program. You acknowledge that Licensed Program is not licensed or intended for violating Intellectual Property Rights or improperly discovering Known 3rd Party Confidential Information.

You acknowledge that Licensed Program is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility. MLD disclaims any express or implied warranty of fitness for such uses. No right, title or interest in or to any trademark, service mark, logo or trade name of MLD or its licensors is granted under this Agreement.

LIMITED WARRANTY

MLD warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Licensed Program is furnished (if any) will be free of defects, in materials and workmanship under normal use and that Licensed Program will substantially conform to the specifications incorporated in this Software License Agreement or in the documentation provided as part of the version of Licensed Program provided to Customer upon purchase of a Commercial License. Except for the foregoing, Licensed Program is provided "AS IS". Your exclusive remedy and MLD’s entire liability under this limited warranty will be at MLD’s option to replace Licensed Program media or refund the fee paid for Licensed Program.

DISCLAIMER OF WARRANTY

UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MLD OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE LICENSED PROGRAM, EVEN IF MLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event will MLD’s liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Licensed Program under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

MLDesign Technologies’ MLDesigner Licensed Program incorporates software code and documentation derived from the ”Classic” Ptolemy software which is Copyright (c) 1990-1998 by The Regents of the University of California. Such derivative use is permitted with the condition that the following two paragraphs be included with each copy. These paragraphs are hereby incorporated into this MLD Software License Agreement.

IN NO EVENT SHALL THE UNIVERSITY OF CALIFORNIA BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF THE UNIVERSITY OF CALIFORNIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE UNIVERSITY OF CALIFORNIA SPECIFICALLY DISCLAIMS ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN "AS IS" BASIS, AND THE UNIVERSITY OF CALIFORNIA HAS NO
OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.

The following paragraphs are included in accordance with the Apache Software license agreement Copyright (c) 1999 The Apache Software Foundation. All rights reserved. This product includes software developed by the Apache Software Foundation http://www.apache.org

THIS SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

TERMINATION

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Licensed Program. This Agreement will terminate immediately without notice from MLD if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of Licensed Program.

EXPORT REGULATIONS

All Licensed Program and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

U.S. GOVERNMENT RESTRICTED RIGHTS

If Licensed Program is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in Licensed Program and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for U.S. Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

GOVERNING LAW

Any action related to this Agreement will be governed by the laws of the State of California and accompanying regulations. No choice of law rules of any jurisdiction will apply.

SEVERABILITY

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

INTEGRATION

This Agreement is the entire agreement between you and MLD relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

Installation of this license file signifies agreement with the MLDesign Technologies Software License Agreement provided with this file and with the Licensed Product.

For inquiries please contact:

MLDesign Technologies, Inc.
2230 St. Francis Drive
Palo Alto, CA 94303