PKWARE, INC. EVALUATION LICENSE AGREEMENT

	This Evaluation License Agreement ("Agreement") is made by and
between PKWARE, INC. ("Licensor") and Licensee, as defined below,
effective as of the date of the first installation of the Software by
Licensee.

BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE, AS
DEFINED BELOW, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY
ALL OF THE TERMS OF THIS AGREEMENT.  IF LICENSEE DOES NOT AGREE TO ANY
PART OF THIS AGREEMENT OR DOES NOT WISH TO BE BOUND BY THIS AGREEMENT,
LICENSEE MAY NOT ACCESS, USE OR INSTALL ALL OR ANY PART OF THE SOFTWARE
FOR ANY PURPOSE.

 
1.	DEFINITIONS

	1.1	"Software" means the object code or byte code form of the
software product(s) provided herewith, and any associated Documentation.

	1.2	"Documentation" means the written and electronic
information generally made available by Licensor to its customers relating
to the operation and functionality of the Software, including user
manuals, installation guides, and any "read me" or "help" files.

	1.3	"Licensee" means the entity evaluating the Software.

 

2.	EVALUATION LICENSE.

	2.1	Evaluation License Grant.  Licensor hereby grants to
Licensee a limited, non-exclusive, non-transferable, license to install
and use one copy of the of the Software solely for evaluation and trial
purposes subject to the terms and conditions of this Agreement.  Licensee
may not rent, lease, sell or otherwise attempt to make any commercial gain
through use or distribution of the Software.  Licensee may not use the
Software in a production environment.  Licensee may not make any use, or
engage in any distribution, of the Software except as expressly authorized
herein.  Licensee may not reverse engineer, decompile, disassemble,
modify, or make any other attempt to access the source code of the
Software, or make any additional copies of the Software for any purpose
except such transient electronic copies as are necessary during the
installation and use of a single copy of the Software on a single machine.

	2.2	Acknowledgment and Reservation of Rights.  Licensee
acknowledges and agrees that Licensor owns all intellectual property and
other proprietary rights in and to the Software, including, without
limitation, all trademarks, service marks and tradenames associated with
the Software.  Furthermore, Licensee acknowledges and agrees that this
Agreement does not and shall not be construed to transfer to Licensee any
express or implied license to Licensor's intellectual property or other
proprietary rights, except as expressly set forth herein.  All rights not
expressly granted herein are reserved to Licensor, including the right to
make use of any and all trademarks, service marks and/or tradenames
associated with the Software.

	2.3	Installation and Support.  Licensee is solely responsible
for installation and configuration of the Software and does so at its own
risk.

	2.4	Non-Competition.  Licensee shall not use all or any part
of the Software, or any ideas, concepts, technology, know-how or other
information embodied within or learned from the Software in any manner in
competition with Licensor for a period of two (2) years following the
expiration or termination of this Agreement.

 

3.	TERM AND TERMINATION

	3.1	Term.  The term of this Agreement shall commence as of the
date of first installation of the Software by Licensee and continue for a
period of thirty (30) days (the "Term"), which Term may only be extended
by either written mutual agreement by the parties or Licensor's provision
of a temporary license key to Licensee, at Licensor's sole option.  This
Agreement shall automatically terminate at the end of this thirty (30) day
period.  Licensor may earlier terminate this Agreement at any time. 
Notwithstanding any provision of this Agreement to the contrary, upon
expiration of the Term and absent any agreed upon extensions thereto,
Licensee is not entitled to receive another evaluation license for the
same version of the Software evaluated hereunder.  This restriction does
not apply to newer versions of the Software that may be subsequently
developed.

	3.2	Actions on Termination.  Upon termination, expiration, or
cancellation of this Agreement for any reason, Licensee shall either
return to Licensor at Licensee's expense within ten (10) days or destroy
all copies of the Software in Licensee's possession or control. 
Immediately upon termination, expiration, or cancellation of this
Agreement for any reason, Licensee's right to the Software hereunder shall
cease, the Evaluation License granted hereunder shall terminate, and
Licensee shall immediately discontinue any and all use of the Software. 
All provisions of this Agreement which by their nature are intended to
survive the expiration or termination of this Agreement shall survive and
remain in full force and effect, including but not limited to the
restrictions and obligations set forth in sections 2.2, 3.2, 4, 5, 6, 7
and 8 of this Agreement.



4.	NO WARRANTY

	LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED TO LICENSEE
FOR EVALUATION PURPOSES ONLY.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT.  LICENSOR DOES NOT WARRANT THAT THE SOFTWARE
WILL BE BUG-FREE OR FREE FROM PROGRAM ERRORS.  LICENSOR DOES NOT MAKE ANY
REPRESENTATIONS REGARDING THE SOFTWARE AND DOES NOT MAKE ANY WARRANTY
REGARDING THE USE, INSTALLATION, OR THE RESULTS OF THE USE OF THE
SOFTWARE.  

 

5.	LIMITATION OF LIABILITY

	UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY
THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF
THE INSTALLATION, USE, OR INABILITY TO USE, THE SOFTWARE (INCLUDING,
WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE
GOODS, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER
RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE) OR RELATED IN ANY
WAY TO THIS AGREEMENT OR THE SUBJECT THEREOF, WHETHER ARISING UNDER
THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY,
REGARDLESS WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS
SECTION 5 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  NO OBLIGATION OR
LIABILITY SHALL ARISE FROM LICENSOR'S RENDERING OF TECHNICAL OR OTHER
ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION
OF THE SOFTWARE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND SO THE
ABOVE LIMITS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE OR MAY BE LIMITED BY
LAW.

 

6.	CONFIDENTIALITY

	The Software and related Documentation is confidential and trade
secret information (the "Proprietary Information") that is proprietary to
and solely owned by Licensor and its licensors, together with all related
copyrights and trademarks.  Licensee agrees to maintain the Proprietary
Information in strictest confidence for the benefit of Licensor.  Licensee
shall not make available or allow to be made available the Proprietary
Information to any third party nor shall the Licensee use such Proprietary
Information except as authorized by this Agreement.


7.	INDEMNIFICATION

	Licensee shall indemnify, defend, and hold harmless Licensor, and
its directors, officers, trustees, shareholders, employees, subsidiaries,
agents, successors and assigns from and against any and all claims,
expenses, losses, damages, costs, liabilities and judgments, including
without limitation reasonable attorneys' fees and expenses, arising out of
or relating to any claim, charge, suit, or threat of any kind by any third
party resulting from or related to its use or misuse of the Software,
failure to abide by the terms of this Agreement, or violation of any
applicable law.

 

8.	MISCELLANEOUS PROVISIONS

	8.1	Severability.  The provisions of this Agreement are
severable.  If any provision of this Agreement is held to be invalid,
illegal, or unenforceable, such provision is to that extent to be deemed
omitted and not part of this Agreement.  The validity, legality, or
enforceability of the remaining provisions shall in no way be affected or
impaired thereby and shall be valid and enforceable to the maximum extent
permitted by law.

	8.2	Assignment.  This Agreement shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns.  Notwithstanding the foregoing, Licensee shall not assign,
sublicense, or otherwise transfer all or any part of this Agreement
without the prior written consent of Licensor.

	8.3	Governing Law and Forum Choice. This Agreement shall be
construed as having been made in, and shall be governed in accordance
with, the laws of the State of Wisconsin, without regard to that state's
choice of law rules or conflict of law provisions.  Licensee agrees that
both venue and personal jurisdiction over Licensee shall be proper in any
state or federal court in Milwaukee County for purposes of any disputes
arising out of or related in any way to this Agreement, and Licensee
hereby irrevocably consents to the jurisdiction of such courts.

	8.4	Injunctive Relief.  Licensee acknowledges and agrees that
monetary damages alone would not be an adequate remedy in the event of a
material breach by Licensee of Licensee's obligations under this Agreement
and that, in such event, Licensor shall be entitled to injunctive relief
to require Licensee to comply with Licensee's obligations hereunder.

	8.5	Export Restrictions.  Licensee agrees to comply with all
applicable export laws and regulations.  Licensee represents and warrants
that neither the U.S. Bureau of Industry and Security or its predecessor,
nor any other U.S. federal agency, has suspended, revoked, or denied
Licensee's export privileges.  
	8.6	Entire Agreement.  This Agreement constitutes the
exclusive and entire agreement between the parties with respect to the
subject matter hereof, and supersedes all prior agreements, negotiations,
representations and proposals, written or oral, relating to the subject
matter hereof.

	8.7	Modification and Wavier.  No modification of this
Agreement and no waiver of any breach of this Agreement shall be effective
unless in writing and signed by an authorized representative of the party
against whom enforcement is sought.  No waiver of any breach of this
Agreement and no course of dealing between the parties shall be construed
as a waiver of any subsequent breach of this Agreement.  The failure of
either party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce such
provision.

									  
     evallicense-20110621.rtf
