IMPORTANT! READ THIS LICENSE AGREEMENT (HEREAFTER "AGREEMENT") CAREFULLY BEFORE CLICKING ON THE "ACCEPT" BUTTON, ENTERING "YES" IN RESPONSE TO THE ELECTRONIC LICENSE ACCEPTANCE INQUIRY, INSTALLING, OR ELECTRONICALLY DOWNLOADING. ANY OF THE ABOVE ACTIONS INDICATE ACCEPTANCE OF, AND LEGALLY BINDS YOU, YOUR COMPANY, AND ITS EMPLOYEES ("LICENSEE"), AND RATIONAL SOFTWARE CORPORATION AND ITS AFFILIATES (COLLECTIVELY "RATIONAL"), TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF, AFTER REVIEWING THIS AGREEMENT AS PART OF ANY OF THE ACCEPTANCE PROCEDURES LISTED ABOVE, LICENSEE IS NOT WILLING TO ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THIS PRODUCT. "Affiliate" means any entity, which from time to time Controls, is Controlled by or is under common Control with Rational, where "Control" means having the ability (including, without limitation, by means of a majority of voting rights or the right to appoint or remove a majority of the board of directors) to control the management and policies of an entity.

1.0 GENERAL GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, Rational hereby grants to Licensee a nonexclusive license to use, solely for Licensee's internal business purposes (which do not include the provision of application service provider or other outsourcing services), the enclosed software program(s), any hardware key that may be furnished, user documentation, machine-readable instructions and data, components, audio-visual content (such as images, text, recordings, or pictures, and/or development process documentation (including, but not limited to documentation on computer readable media)) (collectively "Product"). This Agreement excludes certain software applications which are provided to Licensee a) on separate media or via separate electronic download, and under a separate written license agreement with a third party or Rational, and b) with the Product, but subject to separate licensing terms as identified in Section 12 of this Agreement (collectively "Excluded Code").

1.1 ACCESS AND USE. Only Licensee may access or use the Product. Licensee may not rent, lease or use the Product in a service bureau or application service provider capacity, unless Licensee has paid appropriate fees to Rational.

Notwithstanding any contrary terms of this Agreement, Licensee’s third-party contractors or consultants ("Contractor") shall be permitted to use the Product: (a) solely for the benefit of Licensee; (b) only according to the terms of this Agreement (including the requirement that Product remains installed only on Licensee's equipment at Licensee's facility); and (c) with technical support to Contractor to be coordinated through Licensee. Licensee shall at all times be responsible for Contractor’s compliance with the terms of this Agreement.

To the extent that third party software programs are bundled with Product, they may not be unbundled from, or used independently of, the Product. Some Products may contain third party software for which Rational may be required to publish specific copyright notices, trademarks/tradename notices, legends information, or other licensing requirements. Licensee should refer to Product release notes and/or other Product documentation for such notices or information, which are incorporated by reference herein.

Licensee shall inform all users of the Product of the terms and conditions of this Agreement. Title to and full ownership of all copies of the Product remain with Rational and/or Rational's licensors and are protected by United States copyright laws, patent laws, international treaties, and all other applicable laws. All rights not explicitly granted to Licensee herein are reserved to Rational.

2.0 COPIES. The Product (or any derivative work, if applicable) may be copied only as reasonably required for back-up or archival purposes. Licensee may copy Product documentation as reasonably required to support internal use of the Product. In all instances of authorized copying, Licensee shall reproduce in each copy all copyright, patent, proprietary rights and confidentiality notices and restricted rights legends.

3.0 TERM AND TERMINATION OF PRODUCT LICENSE. The Product license shall be valid from the date the Product is installed by Licensee unless terminated by: (a) either party at any time with ninety (90) days written notice (b) Rational upon Licensee's failure to cure a material breach of this Agreement within thirty (30) days of receipt of written notice of breach, or (c) immediately upon written notice if the breach by its nature is incurable. In the event of any termination of this Agreement, Licensee shall immediately destroy all copies of the Product and other Rational provided materials and certify to Rational that any and all copies of the Product have been destroyed.

4.0 UPDATES. This Agreement does not grant Licensee rights to any improvements, modifications, enhancements, updates to the Product, or other support services. Use of improvements, modifications, enhancements or updates to the Product shall be governed by the terms and conditions of this Agreement.

5.0 DISCLAIMER OF WARRANTIES. THE PRODUCT IS PROVIDED "AS IS". SUBJECT TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE EXCLUDED, RATIONAL MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PRODUCT OR TECHNICAL SUPPORT, IF ANY.

6.0 LIMITATION OF LIABILITY. NEITHER RATIONAL, ITS SUPPLIERS, CONTRACTORS OR DEVELOPERS WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF RATIONAL IS INFORMED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

7.0 LICENSEE RESPONSIBILITIES. Licensee agrees not to reproduce, deactivate or bypass the security devices, including any hardware key, supplied with the Product. Licensee agrees to comply with all Rational standard Product licensing procedures, and not to utilize programs, scripts or any other automatic devices to access or use the Product in a manner inconsistent with the terms of this Agreement. Licensee agrees to preserve and respect all copyright, patent, proprietary rights and confidentiality notices and restricted rights legends included in the Product. Licensee agrees not to disassemble or reverse-compile the Product or any portion thereof and to not permit others to do so, except as permitted by applicable law, but then only to the extent that: (a) Rational is not legally entitled to exclude or limit such rights by contract and (b) Licensee notifies Rational of Licensee's requirements with respect to interoperability or functional compatibility before engaging in reverse engineering and give Rational the opportunity to provide to Licensee the information necessary to achieve such interoperability or compatibility without reverse engineering. Licensee hereby acknowledges that Licensee is aware of the fact that the Product contains professional and confidential know-how and, therefore, agrees not to disclose, transfer, or otherwise provide to any third party any portion of the Product except as provided in this Agreement or with the express written permission of Rational. Licensee shall be responsible for all taxes including, but not limited to, sales, use, withholding, value-added, goods and services and excise taxes assessed or levied by any jurisdiction arising out of the performance of this Agreement, except for taxes based on the net income of Rational.

8.0 EXPORT CONTROLS. The Product is subject to all applicable export and import laws and regulations, including, but not limited to, the U.S. Export Administration Regulations, and Licensee hereby agrees that neither the technical data nor the direct product thereof is intended to be shipped, either directly or indirectly, to any embargoed countries or persons, nor used for or in support of any prohibited activities.

9.0 GENERAL. Except for the additional licensing terms for Excluded Code, described in separate license agreements provided to Licensee or per Section 12 of this Agreement, this Agreement represents the complete and exclusive statement of the agreements concerning the license between the parties, supersedes all prior agreements and understandings and may be modified only in writing by Rational. Licensee agrees to allow Rational to store and use Licensee business contact information, including names, business phone numbers, and business e-mail addresses, anywhere Rational does business. Such information will be processed and used in connection with the business relationship between the parties, and may be provided to contractors acting on Rational's behalf, business partners who promote, market, and support certain Rational products and services, and assignees of Rational, for uses consistent with their collective business activities, including communicating with Licensee (for example, for processing orders, for promotions, and for market research).

Neither party to this Agreement is responsible for failure to fulfill any obligations due to causes beyond its control. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. This Agreement will not create any right or cause of action for any third party, nor will Rational be responsible for any third party claims against Licensee except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which Rational is legally liable. Neither party to this Agreement will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

10.0 U.S. GOVERNMENT RIGHTS. All Product provided to the U.S. Government pursuant to this Agreement is provided and licensed as commercial software, subject to the terms herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFARS, 48 CFR 252.227-7013 (OCT 1988), as applicable.

11.0 GOVERNING LAW AND JURISDICTION.

Rational and Licensee consent to the application of the laws of the State of New York, United States of America to govern, interpret, and enforce all of Licensee and Rational’s rights, duties, and obligations arising from, or relating to any manner, the subject matter of this Agreement, without regard to conflict of law principles. The United Nations Convention on Contracts for International Sales of Goods does not apply.

12.0 EXCLUDED CODE.

12.1 Notwithstanding the terms and conditions of any other agreement Licensee may have with Rational, the following terms and conditions apply to all "Excluded Code" identified in the README file document: (a) all Excluded Code are provided on an "AS IS" basis; (b) RATIONAL DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (c) Rational will not be liable to Licensee or indemnify Licensee for any claims related to the Excluded Code; and (d) Rational will not be liable for any direct, indirect, incidental, special exemplary, punitive or consequential damages with respect to the Excluded Components.

12.2 The Product is provided with software applications and portions of applications, including, without limitation, interfaces, functions, and class definitions, which are Excluded Code.

12.3 The Product and future updates to the Product may contain certain software applications and portions of applications which are provided to Licensee under terms and conditions which are different from this Agreement, or which require Rational to provide Licensee with certain notices and/or information. For such Excluded Code, either Rational will identify such Excluded Code in a "README" file (or in an updated "README" file accompanying the update), or in a file or files referenced in such "README" files (and shall include any associated license agreement, notices and other related information therein), or the Excluded Code will contain or be accompanied by its own license agreement (for example, provided when installing or starting such component, or accompanying such component in a file entitled "README", "COPYING", "LICENSE" or a substantially similar title, or included among the Product's paper documentation, if any). Licensee use of the Excluded Code, which contains or is accompanied by its own license agreement, or for which Rational has identified a license agreement in one of the above "README" files (or in a file or files referenced therein), will be subject to the terms and conditions of such other license agreement, and not this Agreement. By using or not uninstalling such Excluded Code after the initial installation of the Excluded Code (thereby giving Licensee access to the applicable license agreements, notices and information), Licensee acknowledges and agrees to all such license agreements, notices and information, including those provided only in the English language. Licensee agrees to review any updated "README" files, which accompany updates to the Product.