NAVIGATORS GROUP SOFTWARE AGREEMENT between Navigators Group of Departamento de Informatica, FCUL, Bloco C5 Campo Grande, 1700 LISBOA -- PORTUGAL (hereinafter referred to as Navigators) and (organization) ______________________________ (address) ______________________________ ______________________________ ______________________________ (hereinafter referred to as "the User"). 1. DEFINITIONS As used in this Agreement: "Software" shall mean the xAMp protocol, version 3.2 delivered as source code on a magnetic tape or cartridge, including documentation in machine readable form. "Application Programs" shall mean the User's programs developed on the Software and packaged with part of the Software known as the xAMp User Library as defined in the User's Manual. 2. RIGHT TO USE THE SOFTWARE 2.1 Navigators hereby grants to the USER a non-transferable, non-exclusive right to use the Software for the purpose stated in Article 3, in accordance with the provisions of this Agreement. 2.2 The User may not grant any right to the Software to any third party. 3. PURPOSE The User may use the Software only for the purpose of knowledge, education and research within the User's ordinary field of activities. This means that the Software or a copy thereof may not be used as a basis for or in design of a commercial software or hardware product nor shall it be employed by the User for any commercial purposes whatsoever. 4. OWNERSHIP Navigators is and shall remain sole and exclusive owner of the Software and the copies thereof. 5. PROTECTION OF THE SOFTWARE The User represents that the User or its employees or students shall not provide or otherwise make available any Software or portion thereof in any form (including derivative programs) to any third party, and shall keep such materials in confidence. Furthermore the User represents that the User or its employees or students shall not copy, reproduce or modify the Software, not even for personal use, except as allowed pursuant to Article 6. 6. COPIES AND MODIFICATIONS 6.1 The User is entitled to make copies of the Software for use in accordance with Article 3 above. The User shall furnish each copy with proprietary marks and symbols identical to those affixed to the Software. The User may not make any copy available outside the User's premises. 6.2 The User may modify, update, improve, correct or alter the Software in accordance with this Agreement. The User grants to Navigators a non-exclusive right to use such modifications, updates, improvements, corrections or alterations free of charge and the User will also free of charge supply to Navigators copies of any modifications, updates, improvements, corrections or alterations. 7. SERVICE AND INFORMATION Unless the parties otherwise agree, Navigators shall not be required to provide to the User any installation services, technical assistance, maintenance support, supplementary information, improvements or modifications for or in respect of the Software. The User shall on Navigators request inform Navigators about the User's experience from the use of the Software. The User grants to Navigators a non-exclusive right to use for purposes of research Application Programs or other programs developed on the Software by the User or its employees or students. The User will free of charge on Navigators's request supply to Navigators copies of such programs. Such programs shall remain the property of the User. 8. LIMITATION OF LIABILITY, INDUSTRIAL PROPERTY RIGHTS ETC. 8.1 Navigators does not assume any responsibility whatsoever with respect to functioning, design, material or workmanship of the Software. 8.2 (i) Navigators shall not be liable to the User for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, this Software, its use or otherwise. (ii) Notwithstanding the generality of (i) above, Navigators expressly excludes liability for consequential loss or damage which may arise in respect of the Software, its use, the system or in respect of other equipment or property, or for loss of profit, business revenue, goodwill or anticipated savings. 8.3 To the best of Navigators knowledge the Software or the use thereof does not infringe any third party's property rights. Navigators shall have no responsibility for any claims or infringements of patents, trade marks, industrial designs, copyrights or other property rights affecting the User's use of the Software. 9. ASSIGNMENT The rights granted under this Agreement may not be assigned or transferred without the prior written consent of Navigators. 10. TERM AND TERMINATION 10.1 This Agreement is effective when signed by both parties. The rights granted herein for the Software shall remain in force until the User discontinues to use the Software. 10.2 Navigators may terminate this Agreement immediately if the User commits a material breach of any provision of this Agreement. Any use or disposal of the Software that is not expressly permitted under this Agreement is considered as a material breach of the Agreement. 10.3 Immediately upon termination of this Agreement, the User, at Navigators's option, shall either (1) return the Software and all copies thereof, or (2) destroy the original and all such copies and certify such destruction to Navigators by certified air mail. 11. APPLICABLE LAW This Agreement shall be governed by Portuguese law. 12. ARBITRATION Any dispute or difference arising out of or in connection with this Agreement which cannot be settled amicably shall be finally settled by the Lisbon's Courts. Date:___________________________ Date:___________________________ Signature:______________________ Signature:______________________ Name:___________________________ Name:___________________________ Organization: Organization: ________________________________ Navigators Group, FCUL Telephone:______________________ Telephone: +351 1 7500084 Facsimile:______________________ Facsimile: +351 1 7500084 Email:__________________________ Email:__________________________