
Micro Focus End User License Agreement

IMPORTANT: MICRO FOCUS IS PROVIDING THIS SOFTWARE FOR YOUR USE SUBJECT
TO YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH
BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT BY CLICKING ON
SETUP'S ACCEPT BUTTON, YOU WILL NOT BE ABLE TO USE THE SOFTWARE. BY
CLICKING SETUP'S ACCEPT BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.

WHEREAS, Micro Focus desires to grant to Licensee, and Licensee desires
to accept from Micro Focus, a license to use Micro Focus Software (as
defined herein) upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, Micro Focus and Licensee agree as follows: For this
Micro Focus End User License Agreement ("License Agreement") the
following terms shall have the meanings given below:

"Micro Focus Software" means the object code version of the Micro
Focus computer programs, their accompanying user documentation
("Documentation") and other supplemental materials as provided to
Licensee by Micro Focus, including but not limited to any software
security keys, modifications or additions relating thereto. For purposes
of this License Agreement, "Micro Focus Software" shall also include any
new releases, updates, revisions, modifications, additions, corrections
and fixes of the Micro Focus Software that Licensee receives under
Section 6 below or under maintenance for which Licensee has separately
contracted and paid. This License Agreement does not grant Licensee the
right to any new releases, updates, revisions, modifications, additions,
corrections and fixes of the Micro Focus Software unless provided by
Micro Focus under Section 6 below.

"Product Order" means a document that has been (i) executed by
Licensee, describing each Micro Focus Software purchased and (ii)
accepted by Micro Focus or its authorized distributors. Micro Focus will
accept the Product Order by either confirming Micro Focus's acceptance
in writing or by delivering the Software to Licensee, whichever occurs
first. Each Product Order shall constitute a separate agreement and
shall incorporate therein all of the terms and conditions of this
License Agreement. In the event of any conflict between the terms of
this License Agreement and the terms of any Product Order which have
been expressly accepted by a duly authorized signatory of Micro Focus in
writing, such terms of the Product Order shall govern. In no event shall
any terms and conditions of Licensee contained in a purchase order or
similar document issued by Licensee in connection with this License
Agreement or a Product Order apply and any such document issued shall be
for the administrative purposes of only identifying the Micro Focus
Software ordered, the number of licenses, and the price to be paid and
shall have no other legal effect.

   1. GRANT OF LICENSE. For payment of the applicable non-refundable
      license fees identified on the Product Order, Micro Focus grants
      Licensee, as an end user, a perpetual, non-transferable,
      non-sublicensable and non-exclusive license to use the Micro Focus
      Software subject to the terms and conditions set forth in this
      License Agreement. Licensee shall have the right to use the Micro
      Focus Software solely for its own internal use and benefit.
      Different license options are available from Micro Focus, although
      not all license options are available for each specific Micro
      Focus Software product. The applicable license option for the
      Micro Focus Software shall be identified in the Product Order:
         1. Development Product License Options:
               1. Named User License. Micro Focus Software provided
                  under this option gives Licensee the right to install
                  the Micro Focus Software on either (i) a single
                  machine which may be accessed by the named end users
                  for those licenses or (ii) on a single host machine or
                  server ("Host Server") which may be accessed by any of
                  the named end users licensed. A Named User License
                  means that only one named person can use each license
                  and that named person has the right to unlimited
                  access to the Micro Focus Software. A Named User
                  License is not based on concurrent users, but instead
                  on an actual named user basis. Micro Focus reserves
                  the right at any time to require Licensee to provide a
                  list of the named end users. Licensee may change a
                  named end user provided that the change is made either
                  permanently away from the named end user or
                  temporarily to accommodate the use of the Micro Focus
                  Software by a temporary worker while the named end
                  user is absent.
               2. Lines of Code License. Micro Focus Software provided
                  under the Lines of Code license option requires, as a
                  condition of use, that Licensee use a usage counter
                  containing a credit for the number of lines of code
                  that Licensee has purchased ("Usage Counter").
                  Licensee shall have sole responsibility for
                  installing, configuring, and administering the Usage
                  Counter. The Usage Counter will allow Licensee to
                  create metering control files in order to track the
                  number of lines of code which Licensee has purchased
                  and which Licensee accesses. Licensee hereby
                  acknowledges and agrees that unless Licensee can
                  demonstrate to Micro Focus's satisfaction that the
                  Usage Counter was faulty on delivery to Licensee,
                  Licensee is solely responsible for any lost, damaged,
                  corrupted, destroyed, inaccurate or improperly used
                  metering control files or metering transaction files,
                  and in any such circumstance, may be required to pay
                  an additional license fee on a line of code basis for
                  lines of code which may have been already accessed and
                  recorded using the Usage Counter. Each line of code
                  which Licensee has accessed using the Micro Focus
                  Software and which has been properly recorded using
                  the Usage Counter may be re-accessed without the need
                  to pay an additional license fee. However, if Licensee
                  creates an additional line of code by updating a line
                  of code source member which has already been accessed
                  and metered by the Micro Focus Software, then Licensee
                  will need to pay an additional license fee to access
                  such additional line of code using the Micro Focus
                  Software. Upon exhaustion of prepaid license fees,
                  however, Licensee must purchase more lines of code in
                  order to continue to use the Micro Focus Software on
                  lines of code not yet accessed by the Micro Focus
                  Software and properly recorded using the Usage
                  Counter. Any prepaid license fees are non-cancellable
                  and non-refundable.
         2. Deployment Product License Options:

            Deployment products are licensed either on a per-user basis
            (the User License) or on a per-server basis (the Server
            License) as defined below.

               1. User License for Authorized Users. Micro Focus
                  Software provided under this option gives Licensee the
                  right to install the Micro Focus Software on unlimited
                  Host Servers for use by the total number of named
                  individuals for whom Licensee has paid the applicable
                  User License fee. The Micro Focus Software may not be
                  used or accessed by (a) individuals who are not named
                  individuals; or (b) any other software or hardware
                  device that does not require a named individual to use
                  or access it. A named individual means an individual
                  identified by Licensee by name who is authorized to
                  use any device or other software program that may
                  access the Micro Focus Software, either directly or
                  indirectly through any other software program,
                  regardless of how such access occurs or if such
                  individual uses any hardware or software that reduces
                  the apparent number of users who are using the Micro
                  Focus Software, such as by using a terminal service.
                  Micro Focus reserves the right at any time to require
                  Licensee to provide a list of the named individual(s).
                  Licensee may change a named individual provided that
                  the change is made either permanently away from the
                  named individual or temporarily to accommodate the use
                  of the Micro Focus Software by a temporary worker
                  while the named individual is absent.
               2. Server License. There are two options for
                  server-based licenses.
                     1. Server License for Concurrent Users. Micro
                        Focus Software provided under this option gives
                        Licensee the right to install the Micro Focus
                        Software on the designated Host Server specified
                        in the Product Order for use by the maximum
                        number of Concurrent Users for whom Licensee has
                        paid the applicable Server License fee.
                        Concurrent Users are individuals who are
                        actively using any device or other software
                        program that may access the Micro Focus Software
                        either directly, or indirectly through any other
                        software program, regardless of how such access
                        occurs or if such user uses any hardware or
                        software that reduces the apparent number of
                        users who are using the Micro Focus Software,
                        such as by using a terminal service. The Micro
                        Focus Software may only be used or accessed by
                        an individual. Micro Focus Software licensed
                        under this option cannot be used in conjunction
                        with any other software or hardware device that
                        does not require an individual to interact with
                        it during its execution, such as an automatic
                        script or batch process software. Licensee may
                        change the designated Host Server to an
                        equivalent Host Server for which Licensee has
                        paid the applicable Server License fee. Licensee
                        may only use the Micro Focus Software on or
                        access the Micro Focus Software from one Host
                        Server at any one time.
                     2. Server License for CPUs. Micro Focus Software
                        provided under this option gives Licensee the
                        right to install the Micro Focus Software on up
                        to the total number of central processing units
                        ("CPUs") on the designated single Host Server
                        specified in the Product Order for use by an
                        unlimited number of users, other software
                        devices and hardware devices. Micro Focus
                        reserves the right at any time to require
                        Licensee to provide a specification of the Host
                        Server. Licensee may change the designated Host
                        Server provided that the total number of CPUs in
                        the new Host Server does not exceed the total
                        number of CPUs designated in the Product Order.
                        Licensee may only use the Micro Focus Software
                        on or access the Micro Focus Software from one
                        Host Server at any one time. Licensee is
                        required to purchase a license for each CPU that
                        accesses or uses the Micro Focus Software either
                        directly, or indirectly through any other
                        software program, regardless of how such access
                        occurs or if the CPU uses any hardware or
                        software that reduces the apparent number of
                        CPUs that are using the Micro Focus Software,
                        such as by using a terminal service.
         3. Evaluation License Option. Micro Focus Software provided
            under this option gives Licensee a term license to use the
            Micro Focus Software within Licensee's organization during
            the evaluation term specified in writing by Micro Focus,
            solely for evaluation and testing purposes on a single
            computer system and not for development, commercial, or
            production purposes. Licensee may not reproduce or
            distribute the Micro Focus Software. Licensee's results of
            benchmark or other performance tests run on or using the
            Micro Focus Software may not be disclosed to any third party
            without Micro Focus’s prior written consent. At any time
            during the evaluation term or upon completion thereof,
            Licensee may, upon written notification to Micro Focus and
            payment of the applicable license fee, replace the
            evaluation license with a license to use the Micro Focus
            Software pursuant to one of the options listed in Sections
            1.a or 1.b. In the absence of such notification by Licensee,
            the evaluation license shall automatically terminate at the
            end of the evaluation term and Licensee shall return, or, if
            Micro Focus so directs, delete and destroy all such Micro
            Focus Software and provide Micro Focus with written
            confirmation of such deletion and destruction being
            completed. Micro Focus may, in its sole discretion, grant
            Licensee an extension to the evaluation term subject to
            receiving a written request and reasons for such request
            from Licensee prior to expiration of the evaluation term.
            Micro Focus will specify any such agreed extension in
            writing to Licensee. Micro Focus Software provided by Micro
            Focus free of license fee charge shall be deemed to be
            provided pursuant to this Evaluation License Option unless
            otherwise agreed in writing. In the absence of any contrary
            period specified in writing by Micro Focus, the evaluation
            term shall be deemed to be thirty (30) days. In relation to
            Micro Focus Software provided pursuant to this Evaluation
            License Option, this Section 1.c shall prevail over any
            contrary provisions set forth in this License Agreement.
         4. Test License Option. Micro Focus Software provided under
            this option gives Licensee a limited license to use the
            Micro Focus Software solely for Licensee's internal testing
            purposes on a single computer system. At no time may
            Licensee use the Micro Focus Software for development,
            commercial, or production purposes, nor may Licensee
            reproduce or distribute the Micro Focus Software. Licensee's
            results of benchmark or other performance tests run on or
            using the Micro Focus Software may not be disclosed to any
            third party without Micro Focus's prior written consent. If
            Licensee uses the Test Licenses for any purpose other than
            for Licensee's internal testing purposes, the Test License
            shall terminate automatically and without notice. Upon such
            termination, Licensee may convert the terminated Test
            License to a standard license type listed above, by paying
            the difference between the then current applicable end user
            license fee and annual maintenance fee for such licenses and
            the actual fees Licensee paid for the Test License. In
            relation to Micro Focus Software provided pursuant to this
            Test License Option, this Section 1.d shall prevail over any
            contrary provisions set forth in this License Agreement.
         5. Fail-Over and Disaster Recovery. Under each of the licenses
            listed above, Licensee shall have the right to install and
            use a copy of the Micro Focus Software on an additional
            machine for fail over and disaster recovery purposes,
            provided that such copy (i) is not used concurrently with
            the original copy of the Micro Focus Software; and (ii)
            except for a fail-over or disaster recovery situation, such
            additional copy is not used in production or development
            environments, or for load-sharing, training, or testing
            purposes. Additional copies for use in production and
            development environments, or for load-sharing, training or
            testing purposes must be purchased separately. This right to
            an additional copy shall terminate automatically at any time
            and without notice should Licensee cease using the
            additional copy for fall over and disaster recovery purposes
            or if Licensee is in violation of subsection (ii) above. At
            such time Licensee will be required to delete this
            additional copy of the Micro Focus Software.

      Certain Micro Focus Software may also be subject to additional
      terms and conditions as set forth in the "Specific Software Terms"
      located at the end of this License Agreement. The Specific
      Software Terms will prevail in the event of any conflict.

   2. USER RESTRICTION. Licensee agrees not to:
         1. Copy and distribute the Micro Focus Software, in whole or in
            part, for internal use without paying Micro Focus the
            applicable additional fees, except (i) for making a
            reasonable number of archival back-up copies; or (ii) as
            expressly authorized by Micro Focus in writing; or (iii) for
            making a reasonable number of copies of the Documentation
            supplied to Licensee by Micro Focus in electronic form.
            Licensee shall reproduce and affix all copyright and other
            proprietary rights notices appearing in or on the Micro
            Focus Software, including the notices of all third party
            suppliers and all those included in any Third Party
            Software, as defined below in all such copies thereof.
         2. Copy and distribute the Micro Focus Software, in whole or in
            part, to third parties without first entering into a
            separate distribution license agreement with Micro Focus.
         3. Transfer, ship or use the Micro Focus Software outside the
            continent in which it was originally licensed to Licensee.
         4. Assign, sell, rent, lease, lend, sublicense, outsource or
            otherwise distribute, transfer or make available the Micro
            Focus Software to any third party, nor authorize or appoint
            any third party to do so.
         5. Use the Micro Focus Software for timesharing, hosting,
            service bureau or like purposes.
         6. Modify the Micro Focus Software, nor provide any person with
            the means to do the same.
         7. Create derivative works, translate, disassemble, recompile
            nor reverse engineer any Micro Focus Software, nor attempt
            to do so (except to the extent applicable law specifically
            permits such activity).
         8. Alter, destroy, or otherwise remove any proprietary notices
            or labels on or embedded within the Micro Focus Software or
            Documentation.
         9. Use the Micro Focus Software in a manner other than as
            specifically permitted in this License Agreement.
   3. AUDITS. Licensee agrees to (i) keep records of and provide the
      location, model and serial number of any and all machines on which
      the Micro Focus Software is installed or from which the Micro
      Focus Software is accessed, and the names of and how many users
      are accessing the Micro Focus Software, (ii) implement a
      reasonable mechanism or process to ensure that Licensee's use of
      the Micro Focus Software does not exceed the number of licenses
      granted, (iii) take all necessary steps to destroy or erase all
      Micro Focus Software codes, programs and other proprietary
      information before disposing of any media containing the Micro
      Focus Software, and (iv) promptly provide written notice to Micro
      Focus if Licensee's usage exceeds the license granted. Upon Micro
      Focus's reasonable request, but not more frequently than annually
      without reasonable cause, Licensee shall furnish Micro Focus with
      a statement signed by a director and/or auditor, as required by
      Micro Focus, verifying the above and shall permit Micro Focus to
      audit the use of the Micro Focus Software at such times as may be
      mutually agreed upon. In the event Licensee's usage exceeds the
      license granted, without prejudice to any other rights or remedies
      Micro Focus may have, including without limitation injunctive
      relief, Licensee agrees to pay Micro Focus the then current
      license and maintenance fees for the use of the additional licenses.
   4. DOCUMENTATION. One (1) electronic copy of Micro Focus's standard
      Documentation, describing Micro Focus's recommended use and
      application of the Micro Focus Software, will be furnished free of
      additional charge to Licensee by Micro Focus with the Micro Focus
      Software. Printed copies of any documentation may be available for
      purchase from Micro Focus or its authorized distributors.
   5. TERM OF LICENSE. This License Agreement and Licensee's license
      for the Micro Focus Software is perpetual subject to earlier
      termination as provided in this Section 5. Micro Focus may
      terminate this License Agreement and Licensee's license to the
      Micro Focus Software immediately by giving Licensee written notice
      of termination in the event that either (i) Licensee breaches any
      term or condition of this License Agreement and Licensee has
      failed to remedy such breach within ten (10) days of the date of
      notice from Micro Focus to Licensee or (ii) Licensee is wound up
      other than voluntarily for the purposes of amalgamation or
      reorganization, has a receiver appointed or enters into
      liquidation or bankruptcy or analogous process or processes in
      Licensee's home country. Termination shall be without prejudice to
      any other rights or remedies Micro Focus may have. Licensee may at
      any time terminate this License Agreement voluntarily by giving
      notice of termination to Micro Focus. In the event of any
      termination, Licensee will have no right to keep or use the Micro
      Focus Software or any copy of the Micro Focus Software for any
      purpose and Licensee shall destroy and erase all copies of such
      Micro Focus Software in its possession or control, and forward
      written certification to Micro Focus that all such copies of Micro
      Focus Software have been destroyed or erased.
   6. MAINTENANCE. Where Licensee purchases maintenance, Licensee's
      initial maintenance term will begin upon delivery to Licensee of
      the Micro Focus Software and terminate one (1) year thereafter
      unless otherwise specified in the applicable Product Order or
      earlier if the license is terminated.
   7. LIMITED WARRANTY. Micro Focus warrants for a period of ninety
      (90) days from delivery to Licensee ("Warranty Period") (i) that
      the media on which the Micro Focus Software is supplied is free
      from defects in materials or workmanship under normal use and (ii)
      that the copy of the Micro Focus Software delivered to Licensee
      conforms in all material respects to the Documentation. As the
      sole and exclusive remedy for not meeting part (i) of the above
      warranty, Micro Focus's sole obligation shall be to repair or
      replace free of charge any defective media on which the Micro
      Focus Software is delivered if the media is returned to Micro
      Focus by Licensee during the Warranty Period. As the sole and
      exclusive remedy for not meeting part (ii) of the above warranty,
      Micro Focus shall repair or replace the Micro Focus Software free
      of charge or if Micro Focus reasonably determines that such remedy
      is not economically or technically feasible, Licensee shall be
      entitled to a full refund of the license fee and any maintenance
      fee paid by Licensee with respect to that particular Micro Focus
      Software and Licensee's license to use such Micro Focus Software
      will terminate. The warranty set forth in this Section 7 shall not
      apply if the defect in the Micro Focus Software is the result of:
      (a) the Micro Focus Software not being used in accordance with the
      Documentation, this License Agreement or with the platform(s) for
      which the Micro Focus Software has been designed and licensed by
      Micro Focus; or (b) the Micro Focus Software having been altered,
      modified or converted by Licensee or any third party except as may
      be specified in the Documentation; or (c) the malfunctioning of
      Licensee's equipment; or (d) accident or abuse; or (e) service by
      any unauthorized person; or (f) other software used by Licensee
      which has not been provided by Micro Focus or for which the Micro
      Focus Software is not designed and licensed for operation; or (g)
      Third Party Software, as defined below; or (h) any other cause
      occurring after initial delivery of the media to Licensee unless
      caused directly by Micro Focus. The foregoing states the complete
      and entire remedies that Licensee has under this warranty. Micro
      Focus shall have no responsibility for any warranty claims made
      outside of the Warranty Period.
   8. DISCLAIMER OF WARRANTY. The Micro Focus Software cannot be
      tested in every possible operating environment, therefore Micro
      Focus does not warrant that the functions contained in the Micro
      Focus Software will meet Licensee's requirements, that operation
      of the Micro Focus Software will be uninterrupted, or that the
      Micro Focus Software is error free. EXCEPT AS SET FORTH HEREIN AND
      TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESSED OR
      IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
      IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A
      PARTICULAR PURPOSE ARE EXCLUDED ON THE PART OF MICRO FOCUS AND ITS
      THIRD-PARTY SUPPLIERS. Licensee acknowledges that Licensee is
      responsible for the selection of the Micro Focus Software to
      achieve Licensee's intended results and for the installation of,
      use of and results obtained from the Micro Focus Software.
   9. LIMITATION OF LIABILITY. ANY LIABILITY OF MICRO FOCUS SHALL BE
      LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY LICENSEE FOR THE
      MICRO FOCUS SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF
      ACTION, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF
      WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND
      OTHER TORTS. THE LIMITATIONS OF LIABILITY DESCRIBED IN THIS
      SECTION 9 ALSO APPLY TO MICRO FOCUS'S THIRD-PARTY SUPPLIERS. MICRO
      FOCUS'S AND ITS THIRD-PARTY SUPPLIERS'S LIMITATIONS OF LIABILITY
      ARE NOT CUMULATIVE. Licensee's remedies in this License Agreement
      are Licensee's exclusive remedies.

      NEITHER MICRO FOCUS NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE
      LIABLE FOR ANY INJURY, LOSS OR DAMAGE, WHETHER INDIRECT, SPECIAL,
      INCIDENTAL OR CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST
      PROFITS, CONTRACTS, DATA OR PROGRAMS, AND THE COST OF RECOVERING
      SUCH DATA OR PROGRAMS, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH
      DAMAGES IN ADVANCE.

      NEITHER THIS LICENSE AGREEMENT NOR ANYTHING IN THIS SECTION 9
      SHALL PURPORT TO EXCLUDE OR RESTRICT THE LIABILITY OF MICRO FOCUS
      OR ITS THIRD-PARTY SUPPLIERS TO ANY EXTENT NOT PERMITTED BY LAW.

  10. HIGH-RISK USES. The Micro Focus Software is not fault tolerant,
      nor designed, manufactured or intended for use in hazardous
      environments requiring fail-safe performance (including, without
      limitation, the operation of nuclear facilities, aircraft
      navigation or communication systems, air traffic control, direct
      life support machines, or weapons systems) in which failure of the
      Micro Focus Software could lead directly or indirectly to death,
      personal injury or severe physical or environmental damage. Micro
      Focus and its suppliers specifically disclaim any express or
      implied warranty of fitness for a particular purpose and shall
      have no liability for any use of the Micro Focus Software in any
      high-risk situations.
  11. OWNERSHIP. Micro Focus and where applicable Micro Focus's third
      party suppliers have and will retain all ownership rights to the
      Micro Focus Software, together with any complete or partial copies
      thereof. Such ownership rights include without limitation all
      patent rights, copyrights, trademarks, trade secrets, service
      marks, related goodwill, and confidential and proprietary
      information relating thereto. This License Agreement does not
      convey any proprietary interest to Licensee with respect to the
      Micro Focus Software other than the license specified herein.
      Where the Micro Focus Software provided under this License
      Agreement contains or is derived from portions of materials
      provided by a third-party supplier under license to Micro Focus,
      Micro Focus has assumed responsibility for the selection of such
      materials and their use in producing the Micro Focus Software and
      any such third-party suppliers are intended beneficiaries of this
      License Agreement.
  12. NOTICE TO GOVERNMENT END USERS. The Micro Focus Software is
      provided to United States Government with RESTRICTED RIGHTS and
      its supporting documentation is provided with LIMITED RIGHTS. Use,
      duplication, or disclosure by the United States Government is
      subject to the restrictions as set forth in FAR52.227-14 and
      DFAR252.227-7013 et seq. or the successor as appropriate.
      Manufacturer is Micro Focus, 9420 Key West Drive, Rockville, MD
      20850.
  13. LICENSE FEES, PAYMENT, AND TERMS. Licensee agrees to pay the
      applicable end user license fees for the Micro Focus Software
      within thirty (30) days of the date of invoice or such earlier
      date as is specified in the Product Order. End user license fees
      are non-refundable except as provided in Section 7 above, or in
      the Specific Software Terms below, and shall be paid without
      deduction, including without limitation, of any withholding tax.
      End user license fees are exclusive of any applicable
      transportation charges, value added and other applicable taxes and
      duties and all such amounts shall be paid or reimbursed by
      Licensee. Late payments shall accrue interest at the rate of 1.5%
      per month compounded or, if lower, the maximum rate allowed by law.
  14. RELATED SERVICES. Licensee shall be responsible for obtaining
      and installing all proper hardware and support software (including
      operating systems) and for proper installation and implementation
      of and training concerning the Micro Focus Software. In the event
      that Licensee retains Micro Focus to perform any services with
      respect to the Micro Focus Software (for example: installation,
      implementation, maintenance, consulting and/or training services),
      Licensee and Micro Focus agree that such services shall be subject
      to Micro Focus's then current standard terms, conditions and rates
      for such services unless otherwise agreed in writing by Micro Focus.
  15. THIRD PARTY SOFTWARE AND COMPONENTS. The Micro Focus Software
      may contain certain named third party software programs that
      Licensee shall license directly from the third party subject to
      such third party's terms and conditions (for example Adobe Acrobat
      or Microsoft Internet Explorer) ("Third Party Software"). All
      Third Party Software is provided by the licensor of the Third
      Party Software and solely under such third party's terms and
      conditions and not by Micro Focus. Therefore the obligations,
      duties and rights of Micro Focus and Licensee under this License
      Agreement do not apply to such Third Party Software. Additionally,
      Micro Focus has embedded certain run time or other elements
      provided by third party suppliers to Micro Focus ("Third Party
      Components"). Third Party Components are licensed to Licensee
      pursuant to this License Agreement. Licensee may only access Third
      Party Components of the Micro Focus Software in the course of
      using the Micro Focus Software. Licensee may not make or attempt
      any direct access to any such Third Party Components other than
      with the Micro Focus Software.
  16. PRIVACY. The Micro Focus Software may contain features which may
      allow Licensee to collect data from, control and/or monitor
      computers running the Micro Focus Software deployed by Licensee
      without notice to or knowledge by users of the Micro Focus
      Software. Licensee is solely responsible for, and assumes all
      liability with respect to, the collection of data with respect to
      its users of the Micro Focus Software including, without
      limitation, notifying such users and complying with all data
      collection, privacy and other regulations, laws, industry
      standards and rights of others applicable to any such activity.
      Licensee shall indemnify and hold Micro Focus harmless from and
      against any damages, claims, losses, settlements, attorneys' fees,
      legal fees and court costs and other expenses related to any such
      activities or any claims in connection therewith.
  17. MISCELLANEOUS. Micro Focus shall be defined as the Micro Focus
      legal entity authorized to license the Micro Focus Software in the
      country in which Licensee acquires the Micro Focus Software. Micro
      Focus may assign this License Agreement to any member of the Micro
      Focus group of companies or to a purchaser of the intellectual
      property rights in the Micro Focus Software, but otherwise neither
      this License Agreement nor any rights hereunder may be assigned
      nor duties delegated by either party, and any attempt to do so
      will be void. If Licensee acquires the Micro Focus Software in
      North America, the laws of the state of Maryland govern this
      License Agreement. If Licensee acquires the Micro Focus Software
      in France, Germany or Japan, this License Agreement is governed by
      the laws of the country in which Licensee acquired the Micro Focus
      Software. In the rest of the world the laws of England govern this
      License Agreement. The aforesaid applicable law shall apply
      without regard to conflicts of laws provisions thereof, and
      without regard to the United Nations Convention on the
      International Sale of Goods. This License Agreement shall be
      subject to the exclusive jurisdiction of the courts of the country
      determining the applicable law as aforesaid. This License
      Agreement is in addition expressly made subject to any United
      States, United Kingdom or European Union laws, regulations and
      other restrictions regarding export or re-export of computer
      software and technology. Licensee agrees not to export or
      re-export any Micro Focus Software or derivative thereof in
      contradiction to any such applicable restriction. Except for the
      Product Order, this License Agreement is the complete and
      exclusive statement of agreement between the parties relating to
      the license for the Micro Focus Software and supersedes all
      proposals, communications, purchase orders, and prior agreements,
      verbal or written, between the parties. No employee, agent, or
      representative of Micro Focus has the authority to bind Micro
      Focus to any oral representation or warranty concerning the Micro
      Focus Software. No representation or statement not expressly
      contained in this License Agreement nor any supplement,
      modification, or amendment of this License Agreement will be
      binding on either party unless executed in writing by a duly
      authorized representative of each party to this License Agreement.


    SPECIFIC SOFTWARE TERMS

The following terms and conditions apply to the applicable Micro Focus
Software products named below and supersede any conflicting terms and
conditions set forth elsewhere in this License Agreement:

MICRO FOCUS SERVER, APPLICATION SERVER FOR OBJECT COBOL DEVELOPER
SUITE, APPLICATION SERVER FOR NET EXPRESS, APPLICATION SERVER FOR SERVER
EXPRESS, AND ENTERPRISE SERVER. Where Micro Focus Server, Application
Server, or Enterprise Server (including all Enterprise Server Options)
is the Micro Focus Software, notwithstanding the provisions of Section 1
of the License Agreement, Licensee may use the Micro Focus Software
either (i) for internal development purposes or (ii) to reproduce and
distribute internally the Application Server or Enterprise Server files
in conjunction with and as a part of Licensee's own application software
product created using the Micro Focus Software ("Licensee Application
Software"). The foregoing is contingent upon Licensee (a) including
Micro Focus's copyright notice for the Micro Focus Software on the
product label and as a part of the sign-on message for such Licensee
Application Software product; and (b) indemnifying, holding harmless and
defending Micro Focus and its third-party suppliers from and against any
claims or lawsuits, including attorneys' fees, legal fees and court
costs that arise out of, or result from, the use or distribution of such
Licensee Application Software. Licensee can only reproduce and
distribute Licensee Application Software to third parties after entering
into a separate distribution license with Micro Focus. Usage and
distribution of the Micro Focus Software arises both by the explicit
distribution of Micro Focus Server, Application Server, Application
Server files, Enterprise Server, or Enterprise Server files and by the
implicit distribution and usage of this functionality when linked into
an application. The grant of license for the Micro Focus Software shall
not permit Licensee to either use or reproduce and distribute any files
supplied as part of the Micro Focus Software in order to create a
compiler, interpreter, or runtime support product. Micro Focus offers
specific production licensing options for distribution to third parties
which vary depending upon the license fees paid by Licensee and Licensee
should contact its Micro Focus sales representative for more details.

MAINFRAME EXPRESS. 

   1. Where Mainframe Express (all versions and editions) is the Micro
      Focus Software, Mainframe Express may only be used for development
      purposes. Licensee may not use Mainframe Express for production
      purposes nor utilize or access any of the Mainframe Access
      portions of the Micro Focus Software from any Micro Focus Software
      product licensed separately, unless the Micro Focus product,
      Mainframe Access, has also been separately licensed from Micro
      Focus, in which case, the Mainframe Access product included as
      part of Mainframe Express may be installed on the number of host
      (mainframe) machines needed to support the number of authorized
      end-users of Mainframe Express.
   2. Where Mainframe Express Enterprise Edition is the Micro Focus
      Software, the Micro Focus Software will contain Component
      Generator. In order to use the components created using Component
      Generator, Licensee must pay a license fee. Upon payment of such
      license fee, Micro Focus grants Licensee a personal,
      non-exclusive, non-transferable license to use the components
      according to the type of license granted. Micro Focus has and will
      retain all ownership rights to any application source code
      generated by a template, wizard or similar functionality,
      ("Generated Source Code") supplied as part of the Component
      Generator including without limitation all patent rights,
      copyrights, trademarks, trade secrets, service marks, related
      goodwill, and confidential and proprietary information relating
      thereto. For the avoidance of doubt, Generated Source Code does
      not include Application Server Files. Licensee shall have and
      retain all ownership rights to Licensee's implementation of the
      Generated Source Code, provided that nothing in this Section shall
      be construed as in any way granting Licensee any right to limit or
      prevent: (i) Micro Focus from licensing any of its existing or
      future Micro Focus Software or providing any of its existing or
      future services to third parties; or (ii) Micro Focus or any other
      users of the Component Generator from generating and using
      identical or similar implementations of Generated Source Code.
      Micro Focus grants Licensee a perpetual, transferable,
      non-exclusive, royalty-free right to reproduce and distribute the
      Generated Source Code in object code form together with any
      implementation Licensee make thereto as a part of Licensee's
      application of the Micro Focus Software product created using the
      Component Generator and that such Licensee application of the
      Micro Focus Software product adds significant and primary
      functionality to the Generated Source Code.

MICRO FOCUS STUDIO AND NET EXPRESS. Where Micro Focus Studio or Net
Express (all versions) is the Micro Focus Software:

   1. Redistribution of Internet Shortcut Support DLL (URL.DLL) in
      Microsoft Win32 SDK. To obtain rights to distribute file
      "URL.DLL" supplied as part of the Microsoft Win32 SDK that may be
      included with the Micro Focus Software, Licensee must print out,
      sign and return the Microsoft Win32 SDK End User Licensee Software
      License Agreement (located at \license\win32sdk.txt in the
      Microsoft Win32 SDK) to Microsoft Corporation, Win32 SDK Program,
      Building 5-2, One Microsoft Way, Redmond, Washington 98052-6399.
      URL.DLL may be included as part of a future version of Windows or
      Windows NT. Upon notification by Microsoft of its inclusion of
      URL.DLL in Windows or Windows NT, Licensee shall upgrade its
      application so that it no longer contains URL.DLL, and within a
      reasonable period after such time, but no later than six (6)
      months, cease distribution of URL.DLL.
   2. Use of Microsoft Visual Studio Technology and Visual Studio .NET
      Premier Partner Edition, including VSIP-SDK ("VSN Software"). The
      VSN Software is provided by and governed under the VSN Software
      End User License Agreement ("VSN EULA") enclosed with the Micro
      Focus Software. Licensee must agree to be bound by the VSN EULA
      before use of the VSN Software. If Licensee does not agree to be
      bound by the VSN EULA then Licensee may return the Micro Focus
      Software to Micro Focus within ten (10) days of purchase, and may
      receive a full refund of the license fee received by Micro Focus
      from Licensee for such Micro Focus Software and Licensee's right
      to use the Micro Focus Software shall end. Licensee shall not use
      or enable others to use the information/content of the VSIP-SDK to
      enable any development environment other than Visual Studio .NET
      to host packages that use the interfaces documented in the
      VSIP-SDK or use or enable others to develop or distribute
      extensions to or wrappers for the VSN Software, or the interfaces
      between the Micro Focus Software and the VSN Software.

NET EXPRESS UNIVERSITY EDITION AND MAINFRAME EXPRESS ENTERPRISE
EDITION UNIVERSITY EDITION. Where Net Express University Edition or
Mainframe Express Enterprise Edition University Edition is the Micro
Focus Software, in addition to the above terms and conditions:

   1. Licensee agrees not to use the Micro Focus Software for any
      purpose other than for education, training or academic research
      activities.
   2. Licensee agrees not to use the Micro Focus Software to compile
      source code for Micro Focus Software programs of more than two
      thousand two hundred (2200) lines of procedural code (exclusive of
      lines containing comments and/or blanks) in any one (1) Micro
      Focus Software program or to deploy such Micro Focus Software
      program on any other machine.
   3. Licensee acknowledges that the program package is intended for
      education, training and academic research purposes only and
      therefore does not include support for UNIX development, PVCS
      software version control or remote debugging.

MICRO FOCUS STUDIO, NET EXPRESS AND SERVER EXPRESS. Where either:
Micro Focus Studio, Net Express, or Server Express (all versions) is the
Micro Focus Software, the Micro Focus Software may include or generate
limited licenses for Micro Focus Server, Application Server and/or
Enterprise Server. If such licenses are included or generated, these
limited licenses are provided solely for use by the Named User of the
Micro Focus Software in order to unit test an application developed with
Micro Focus Studio, Net Express or Server Express on the server used to
develop the application and may not be used for system testing,
production or deployment. Any use of this limited license outside of the
development and unit testing of such applications is outside the scope
of the license.

MICRO FOCUS STUDIO, ANALYSIS CONSOLE, MAINFRAME EXPRESS, NET EXPRESS
AND MICRO FOCUS LICENSE SERVER. Where Micro Focus Studio, Analysis
Console, Mainframe Express and/or Net Express are the Micro Focus
Software, Licensee may use the Micro Focus License Server that
accompanies the Micro Focus Software to generate request or access codes
for Licensee's use of the Micro Focus Software. Licensee may not use the
Micro Focus License Server to generate multiple-user request of access
codes for the Micro Focus Software unless Licensee has paid the
appropriate license fees for each authorized user accessing the Micro
Focus Software.

MICRO FOCUS STUDIO. Where Micro Focus Studio is the software the
software may be installed on multiple workstations or servers but may
only be accessed by the named end users licensed.

License Agreement G4.00 25 Jan 2006.

LIC-GEN-MF008

