In accordance with the terms set forth in this Agreement and that the Saama Customer Program agreement entered into between the parties of even date herewith, Licensor hereby grants to Licensee, and Licensee accepts from Licensor, a non-exclusive, non-transferable and non-assignable, limited-duration and limited-use license to the Software(defined below). The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor. 1. DEFINITIONS 1.1 "Documentation" means any user's guide, installation guides, and/or on-line documentation applicable to the Software. 1.2 "Intellectual Property Rights" means any of the following: any patents or patent applications, trademarks (whether or not registered) including any applications for registration of the same, inventions, discoveries, topography rights, utility models and improvements whether or not capable of protection by patent or registration, copyright or design rights (whether registered or unregistered), any goodwill in any trade or service name, trading style or get-up, and any and all other intellectual or proprietary rights, wherever in the world enforceable, including all reversions, renewals and extensions of such rights. 1.3 "Licensor Materials" means Intellectual Property Rights owned by Licensor including, but not limited to, the following: (i) the Software; (ii) the technology, information, idea, design, specification, concept, system, technique, work of authorship, invention, or process of any kind, and any associated Intellectual Property Rights, that is proprietary to or licensed by Licensor; (iii) all changes, modifications, updates, or enhancements to any of the foregoing in subsection (i) and (ii) made by Licensor; and (iv) all derivative works from any of the foregoing in subsections (i), (ii) or (iii). 1.4 "Outsourcer" means a third party engaged by a Licensee for data processing, consulting, product customization, or internal information management at a designated Licensee or Outsourcer site. 1.5 "Software" means the Saama Fluid Analytics™ Engine (SFAE). 1.6 "Purchase Order" means a Licensee order to license the Software or any services that is signed by an authorized Licensee representative. 1.7 "Updates" means any update, release, or enhancement to the Software. 2. LICENSE. 2.0 License. Subject to the terms, conditions and limitations set forth in this Agreement, Licensor hereby grants to Licensee a limited-use, nonexclusive, revocable, limited-duration license to utilize the Software for its internal use only. 2.1 License Restrictions. The Software may be used by Licensee for its internal use only. Licensee may not: (i) lease, loan, resell, sub-license or distribute the Software; (ii) use the Software to develop a product which is competitive with the Software; (iii) permit third-party access to, or use of, the Software, except as expressly authorized by Licensor; (iv) distribute or publish key code(s) of the Software; or (v) attempt to decompile or reverse engineer the Software. Licensee shall notify Licensor if Licensee becomes aware of any unauthorized third party access to, or use of, the Software. 2.2 Software Territory. The license granted hereunder is only valid in those geographic areas in which Licensee transacts business (the "Territory"). Licensee shall not ship, transfer, or otherwise export the Software outside the Territory without Licensor's prior written consent. 2.3 No Duplication of Software. Licensee may not make any copies of the Software unless expressly authorized by Licensor. All copyright, trademark, patent, and related proprietary notices incorporated in or fixed to the Software shall be duplicated by Licensee on all authorized copies or extracts thereof and shall not be altered, removed, or obliterated. 2.4 Software Ownership. All Intellectual Property Rights and title to the Software shall remain with Licensor and no interest or ownership therein is conveyed to Licensee except the license contemplated under this Agreement. No right to modify (even for purposes of error correction), adapt, or translate the Software or create derivative works therefrom is granted to Licensee. Licensee shall not use the Software to develop another product without the express written consent of Licensor. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that Licensee has any right to obtain Software source code. Reverse compiling (including reverse compiling to ensure interoperability), reverse engineering and other source code derivation of the Software is prohibited. 2.5 Limited License. The license granted hereunder is limited in time, geography and scope. Any other licensee(s), or any expansion or modification of this limited-use license, requires written consent of Licensor and Licensee. The parties hereto express acknowledge and agree that this limited-use license is not intended, and does not, confer upon Licensee any right to implement a production system utilizing the Software or any Licensor Materials. 3. FEES AND PAYMENT TERMS 3.1 Fees. This limited-use license is given in consideration of the parties entering into the Anchor Customer Program, and for other adequate consideration acknowledged by the parties, Licensor shall charge no other license fee for this limited-use license except as may be agreed between the parties as specified in an applicable Purchase Order or on a written price quotation from Licensor duly referenced in the Purchase Order, or as otherwise agreed between the parties. The terms of any Purchase Order or other document shall not serve to modify or alter the terms of this Agreement except with respect to the amount of any agreed license fee(s). 4. WARRANTIES; LIMITATION OF LIABILITIES THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY EXPRESS WARRANTIES. LICENSOR DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. 5. SUPPORT SERVICES; DOCUMENTATION; UPDATES The License granted under this Agreement does not include any support or service level agreements and any such services will be provided only on terms as agreed by the parties. Licensor makes no commitments to providing any Documentation, Updates or training related to the Software, and any such additional materials and/or services will be provided only on terms as agreed by the parties. 6. TERM AND TERMINATION. The Term of the limited-use license is one (1) year from the Effective Date. The Term shall extend for successive one (1) year renewal Terms unless either party provides thirty (30) days prior written notice to the other party of its election to not renew the Term, in which case the license shall Terminate at the end of such Term (or renewal Term as the case may be). Licensee may Terminate the limited-use license granted hereunder for any reason upon thirty (30) days’ notice to Licensor. Licensor may Terminate this Agreement and the limited-use license granted hereunder immediately if Licensee: (i) is in uncured breach of this Agreement; or (ii) makes an assignment for the benefit of creditors or commences proceedings under any bankruptcy, insolvency, or debtor's relief law. In the event the Software license is revoked or Terminated, Licensee agrees to certify in writing to Licensor that Licensee has immediately un-installed and destroyed all authorized copies (if any) of the Software within thirty (30) days of such revocation/termination. 7. GENERAL 7.1 Audits. Licensor, or Licensor's designated agent, may, upon ten (I 0) business days prior written notice to Licensee, inspect any records pertaining to the Software for the purpose of confirming Licensee's compliance with this Agreement. Licensor may perform only one audit per twelve (12) month period unless a previous audit reveals a discrepancy. Licensor's audit shall be performed at Licensor's sole expense during normal business hours or such times as agreed to by Licensee. This section survives any Termination of this Agreement. 7.2 Force Majeure. Except with respect to the obligation to pay fees when due hereunder, neither party shall be deemed in default of this Agreement because of a delay or failure in performance of its obligation resulting from any cause of impossibility (a "Force Majeure"), provided it gives reasonably prompt notice of the Force Majeure condition to the other party and uses reasonable efforts to mitigate the delay or failure. 7.3 Relationship of Parties. The parties acknowledge that they are independent contractors and no other relationship, including partnership, joint venture, employment, franchise, master/servant or principal/agent is intended by this Agreement. Neither party shall have the right to bind or obligate the other. 7.4 No Third Party Beneficiaries. Unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Licensor any rights, remedies or other benefits under or by reason of this Agreement. 7.5 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages may not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity. 7.6 Attorneys' Fees. In addition to any other relief awarded, the prevailing party in any action brought by one party against another party and relating to the interpretation or enforcement of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. 7.7 Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by first class mail (certified or registered), or by facsimile confirmed by first class mail (registered or certified), to the other party addressed as set forth below. Notices will be deemed effective (i) three (3) working days after deposit, postage prepaid, if mailed, (ii) the next day if sent by overnight mail, or (iii) the same day if sent by facsimile and confirmed as set forth above. 7.8 Assignment. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and assigns. 7.9 Waiver and Modification. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by the parties. 7.10 Severability. If for any reason any provision of this Agreement is adjudicated to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 7.11 Controlling Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of law provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. 7.12 Headings. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. 7.13 Entire Agreement. This Agreement, including all exhibits which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. 7.14 Facsimile; Counterparts. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original and together which shall constitute one and the same original and the same original instrument.