Software License Agreement

License.  VectorNav grants Customer a limited, non-exclusive, non-transferable license to use the Software solely for the purposes of operating and implementing the products of VectorNav and any components thereof (the “VectorNav Components”).  Customer shall not distribute the Software in any format other than in compiled or binary form and Customer may only distribute the Software for use with Customer’s products that include VectorNav Components.  Customer shall not disclose the Software in source code form to any third party, shall not otherwise permit any third party to access the Software in source code form, and shall restrict Customer’s employees, contractors, and service providers from copying, decompiling or attempting to disassemble or reverse engineer, or in any way derive source code that includes or is derived from the Software. 

Restrictions on Use.  Customer may not, and may not permit any parent, subsidiary, affiliate, agent or other third party to (a) use, copy, modify, translate, adapt, alter, or create derivative works from the Software for the purposes of operating products in competition with the VectorNav products; (b) publicly display or distribute, or otherwise make the Software publicly available; (c) remove, alter or obscure any proprietary notice that appears on or within the Software; (d) use the Software for the purposes of competing with VectorNav, including without limitation for the purposes of gaining competitive intelligence; (e) use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction; (f) use the Software in a manner that violates any applicable local, state, national, or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party; or (g) use the Software following termination of this Agreement for any reason.

Termination.  VectorNav may terminate this Agreement at any time upon notice to Customer in the event Customer breaches any of the terms of this Agreement.  Upon such termination, Customer shall immediately cease using the Software and shall, upon request by VectorNav return or destroy all copies of the Software.

Assignment of Future Inventions. Customer agrees to disclose to VectorNav all additions, supplements, customizations, developments, enhancements, inventions, improvements, discoveries, or modifications made, or related copyright registration or patent applications filed, that are based on or derived from the Software (“Derivative Works”).  Customer hereby assigns to VectorNav the entire right, title, and interest in any Derivative Works made or conceived individually or jointly by Customer (including its contractors and employees).

Confidential Information.  “Confidential Information” shall include the Software and related product information, documentation, technical information and/or business information that VectorNav provides to Customer.  Customer agrees that it will exercise the same efforts to hold such Confidential Information in confidence as it uses to protect its own confidential business information, and in any event with no less than a reasonable degree of care.  Customer agrees to preserve and protect the confidentiality of the Confidential Information, whether disclosed to the Customer before or after this Agreement is signed.  Customer agrees to cause its employees, contractors, and service providers that are permitted access to the Confidential Information to comply with the terms of this Agreement with respect to Confidential Information.

Required Disclosure.  If Customer is required, pursuant to applicable law or the order or requirement of a court, administrative agency, or other governmental body to disclose any Confidential Information, Customer shall promptly and prior to disclosure, provide prompt notice of such law, court order, or requirement to VectorNav and assist VectorNav in seeking a protective order or otherwise preventing or restricting such disclosure.  Regardless of the scope of any such protective order or restriction, Customer’s disclosure of such Confidential Information shall be strictly limited to the extent necessary to comply with such law, order or requirement.

Warranties.  THE SOFTWARE IS BEING PROVIDED TO CUSTOMER WITHOUT COMPENSATION TO VECTORNAV FOR THE CONVENIENCE OF THE CUSTOMER ON AN “AS IS” BASIS WITH NO WARRANTIES.  VECTORNAV DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE “SOFTWARE”, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

Limitation of Liability.  IN NO EVENT SHALL VECTORNAV BE LIABLE UNDER THIS AGREEMENT FOR (A) CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR ANY INDIRECT DAMAGES; OR (B) DIRECT DAMAGES IN EXCESS OF $5,000 FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OR REPUTATION, OR LOSS OF DATA), REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE OR IF THE LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.

General.  This Agreement may not be amended except by a writing signed by both parties hereto.  If any term or provision of this Agreement is deemed invalid or unenforceable, the remaining provisions of this Agreement shall remain otherwise unaffected and fully enforceable.  Waiver or failure of a party to exercise in any respect any right provided for herein shall not be later deemed a waiver nor prevent a party from strictly enforcing any right at a later time.  This Agreement is governed by the laws of the State of Texas without regards to its conflict of laws principles.  This Agreement and any accompanying Exhibits express the parties’ entire understanding concerning the Software provided hereunder, and supersedes and merges all prior written or oral proposals, agreements or understanding related thereto.  Neither this Agreement nor any rights under this Agreement, in whole or in part, will be assignable or otherwise transferable by either party without the express written consent of the other party, except that either party may assign this Agreement to an entity that acquires, directly or indirectly, substantially all of the party’s assets relating to this Agreement. Any other attempt by either party to assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party will be null and void.  Subject to the above, this Agreement will be binding upon and take effect for the benefit of the successors and assigns of the parties to this Agreement.  Except as expressly stated herein, all rights in and to the Software are reserved to VectorNav.  This Agreement may be executed in counterparts, each such counterpart shall be deemed an original and all such counterparts shall together constitute one instrument.