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05-0907_KOFAX IMAGE PRODUCTS, INC._License Agreement0 0 ATTENTION: READ THIS FIRST Kofax Image Products, Inc. SOFTWARE LICENSE AGREEMENT (IMPORTANT- CAREFULLY READ ALL DISK PACKAGE. OPENING THE DISK I BE BOUND BY THE TERMS AND CON WRITTEN IMTERALS TO THE PLACE HAS AN OPENED DISK PACKET OR M BEFORE OPENING THE SEALED NO REFUND WILL BE GIVEN FOR SOFTWARE THAT 1.$¢ftwaelr¢naf. Untlwthe terms anticontl0.gns allh¢Pgleenem, Kotex ImideRMutis,lrrc. TI{ptan°)glanlsyany.1b,crervehartt0ueldle number sOfMar¢program, r Imthe cone Immo,CAhe etch a net dna hath Local cusel,the Scouted by morettlari Mees notes umberdwuaniamusers,orto mebenefitdany CRIlersgha awlanthe Loralbaa Nefwom la lh.te iN ofthmal.This Agreementnoesnot end agrto you an Int¢rsst nn or lotbe si ae,, but onry a Iimllen ram of use remade elecwrtlancelM1 the tares of the Agreement. You acknovasge any deice Ira all rigor, Nle anG inlbe6t In and! to IM1e So11waR, mdunmg associated IOtalkmual prOcelty earls. are and shall remain w1111 Kd&y. agree not to allemw In any Way to obiderke or dere" the It mW the documentation, or any pomoN thereof, acoompany noclmgmatgn accompanying m6 Sdtware elrcepl ere capre copses Of the Soflwata made and the disposMon thereof and a. Tanyour Heaboducid,.You my not leasr sublicense or otherwise Top the Shcware and accompanying doculdentalwn,but you may transfer the Sa teare and accournpanym, dccumentaben ond0ding the =0 recant u11e and all poor ve'spes) An a pmmeneT spas prone you retain no rnpbe antl the recipient agrees to the terns of the leaned granted under this greement. Such a transfer tinsels your license. You shall not disassemble reverse engineer, or decompik the Software. a.'ReRP. This Nomas is shadow until rermmatdn You may idmnnale h by dastronng the SoM.are and accompany ng docurepols on and all copes thereof The liranse sell dw promised Ayou fall to comply arch any tern or provision tithe Agrae,nem. You agree upon such toccur Non to deslmy the Software and a¢ompanyng documentation antl all comes thereof. 5. 011ier Race ora. You shalt net rrgdd,or aye, the SoRware in any wall You shall not deeompae ar reverseengin.,' the SOTvare n omWarc a, tp o n,Fa wue cWe s , aa rade secret of Kii s. I mAae Waw In the almance d any optional warranty or commwng amiAmended M a formal wrillen ,separation, Kin. w amord As Sdtware mMj m acari air, the following: a. Kdaz warrants, for your bevies Were that the Became, will acwntpamyina docunot ntet,. for a papa of BO days hem yc Kofan Ndherwanants.fwyourbmnefitelon mattherpecalr tree hard deur m magnets a. walkmmnsmp drum, the Wt wanant that the Sollware all creel your reawra enk or that) b. Wary cone ladle, and your a.doccNe rensny shall No the,eplerenrae of any mea net rtNNt, the Tyrell waranly set forth phare. mo sec A is returned to Ktaz as A. term Jmy. War2ntY clans now be e±myai by War MhnamWanamy Raided, ihee.a51davaorenry Bann, ypu sM1all r%pansrNl¢b,lig remtal of Ihe�la]Ne SOMWra shrpPrnBCM1a,gee for reNm to KdaK antl naWlptpn d Ile reFkcsnmN. THE EKPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WMMWIES, E%PRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MMCMWASB ,,FITNESS FOR A PARTICULAR PURPOSE AND WWINM WGEMEW, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND MUDDED BY KOFAK. curroad tan are prowned whM1 RESTRICTED RIGHTS. Use, dupleprod aobpa,allaoll (o) (1) of the Rrgm n Tisch," Data and CompNu and D) of the Commmcbl C polar Software- Restricted RgMs a14B 15415 LaTorre Canyon Road, Incee, GJyi WIS1,9EGi. be Wyss. Try Call lav (sec emered into m C hfdmla, and andl leaal adorn or proceeming raatmg any other rehaf granted MAINTENANCE AND Us'UHPDE RIGHTS, tl NeIseem of user has p&tl the annual Maintenance Mtl Upgrade (M&U) fee. to obtain 'Upyats(as needed lbw) for the purcM1Mad SBFTWME, the folbrnng tans and coddieons shall also apelfy If the Nwneetl rear had pap vie approprete dmnuar Mill lee, the llcaeadlater 'eIlot. shall been on the data the licences are schsadl as M,...••. dscnNed in the awcmpari UnconrenlNgn and scan commua for the term of All payment on lean mile Wh cob s usually al • •+ �_ one to tmee years thwsX unless lemlmatatl sooner. Durirg the Term, Itofml Image Products, Inc try, from tmw to time ponaally nla w mzMe Upd6ss ddVdUi scares, M the Public. Fm 1. Tarycses d his, AGREEMENT, an UptlAe shall rtrean a generally, aaalebk releaeadlhesame SOFTWAREMayou,ndimly PorchamJ.U{ronga,aalayslabAMd Updatsatergthepaid MaLfer, `�A, .....�•: Kofine Imagensedumshnc.shalld copydthe BOFf originally peensaf user mou4cenwduselhone T tcopyioeachsuch suppobpath the 4cmel neer pursyanl to IM1e AGREEMENT to pmV fe app suchen up lo, bN cot ext( ging, rho rho tr ndfor nscs, walladditionalchugs. fuseree areentitiesMehou eeer egNal porandsedNAM Vl\T ` ,w addsyou A,numOn shall user the andesuch Airy wcN Upnatedwtla'rve'etl to Melmnss usershall be consge,ad SOFTWMEuntlatlre lermsdths AGREEMENT � iL A V YOU ACKNOWLEDGE THAT YOU HAYS HEAD THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS 1 1.1 Is/ TERMS AND CONOITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EKCLUSNE STATEMENT OF THE A MICOM •ROUP COMPANY AGREEMENT BETWEEN YOU AND KOTAKT WHICH SUPERSEDES ANY PROPOSAL ON PRIOR AGREEMENT DML OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND KOFA%RELATNG TO THE SUBJECT MATTER OF THIS AGREEMENT. MRo rwrottsano0si EMC Wt,ere Ww nniM lives' EMC CORPORATION END-USER LICENSE AND BASIC MAINTENANCE AGREEMENT THE SOFTWARE CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL, THE USE OF WHICH IS SUBJECT TO THIS END-USER LICENSE AND BASIC MAINTENANCE AGREEMENT (THE "EULA'). DO NOT PROCEED WITH THE INSTALLATION OF THIS PRODUCT UNTIL YOU (LATER DEFINED AS LICENSEE) HAVE READ THIS EULA AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS FULA. BY PROCEEDING WITH THE INSTALLATION OF THIS PRODUCT (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU AND YOUR COMPANY ACCEPT THIS EULA AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU ARE ACCESSING THE PRODUCT ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY RETURN THIS PRODUCT, ALL MEDIA AND DOCUMENTATION, AND PROOF OF PAYMENT, TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN THIRTY (30) DAYS OF FIRST ACQUIRING THIS PRODUCT OR, IF THE PRODUCT IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS EULA AND RETURN PROOF OF PAYMENT IN ACCORDANCE WITH THE ABOVE REFERENCED RETURN/REFUND PROCESS. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS ELLA AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF LEGATO SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT, LEGATO'S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY LEGATO, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 1. DEFINITIONS 1.1 Authorisation Code: means the unique code provided to Licensee by EMC for permanent activation of the Software. The Authorization Code is provided to Licensee once the Enabler Code is registered with EMC. The Authorization Code may be tied to a unique machine ID code supplied by Licensee. 1.2 Bask Support or Basic Technical Support: means the aminal remote telephone, fax, or e-mail consulatien which provides bug fixes, error corrections, and workarounds for the Software, as specifically set forth in this EULA and on the applicable EMC website currently at www.legato.com/support/. 1.3 Documentation: means the user reference materials on any media, provided by EMC for use with the Software. 1 A Coebter Code: means the code provided by EMC for activation of the Software. 1.5 Licensee: means the person or entity acquiring this License or for whom this License was acquired. 1.6 Maintenance: means the annual service provided by EMC which provides Updates and Basic Technical Support to Licensee. Maintenance is contingent upon Payment of annual Maintenance fees. 1.7 Software means the object code copy of the software program provided to You in association with this EULA, together with the associated original media and all accompanying Documentation, and together with all Updates that may be provided by EMC to You from time to time. 1.8 Updates: means releases, improvements and revisions that are generally provided by EMC to its licensees that purchase Maintenance on an annual basis. Updates do not include new products, modules or extensions for which EMC elects to charge separately. 2. OWNERSHIP AND ADMINISTRATION OF SOFTWARE 2.1 Ownership and Title. As between the parties, EMC, and its boomers, own and shall retain all right, title, and interest in and to: (i) the Software including all intellectual property rights embodied themin; (ii) all of the service marks, trademarks, trade names, or any other deaignations associated with the Software; and (iii) all copyrights, patent rights, bade secret rights, and other proprietary rights relating to the Software. Tide and risk of loss for Software media shall transfer to Customer upon EMC's delivery at EMC'& business location to a common carrier selected by EMC unless another carrier. Customar shall pay all shipment related charges and transit insurance. 2.2 Software Activation. EMC employs Enabler Codes and Authorization Codes that enable the use of the Software. The Software is shipped in a "Media Kit" which consists of object code software on CD-ROM and an Enabler Code for initial activation of the Software or the Software and Enabler Code may be delivered electronically. Once EMC receives confirmation from Licensee that the Software is installed with the correct Enabler Cale, and is provided with the host ID information, EMC will provide the Authorization Code to Licensee. EMC administers the generation and distnbution of Enabler and Authorization Codes, which administration may be modified by EMC from time to time. 2.3 Administration of Software. EMC may include on the media with the Software additional computer programs which are not currently licensed for use by Licensee and to which the Enabler Code or Authorization code will not permit access. Inclusion of such additional computer programs in no way implies a license from EMC and access or use of such programs is strictly prohibited unless Licensee procures the right to use any such program and the applicable Enabler Code is provided thereto. 3. LicINsEGRANT 3.1 Grant. EMC grants to Licensee a non-exclusive, noutransfeable, non-sublicensable, perpetual (unless terminated in accordance with the provisions of this EUI -A), license (the "License") to (i) use the Software installed in accordance with the Documentation and only on the licensed computer(s) solely for its own internal operations; and (ii) move the Software temporarily in case of computer system malfunction. The Software may he licensed: (a) on a per copy or per seat basis, on a physical or virtual machine, (b) based upon the number of mailboxes or the number of non -concurrent users for which it may be used, or (c) based upon data volumes it supports. The License granted under this EULA does not constitute a sale of the Software or any portion or copy of it. Licensee may not use the Software on more than one computer system unless otherwise specifically authorized by an explicit Software product, or additional licenses for additional computers are purchased. Rights not expressly granted are reserved by EMC. EULA-FEB-2005 3.2 Coples. Licence may make copies of the Software provided that any such copy is: (i) created as an essential step in utilization of the Software as licensed and is used in no other manner; or (it) used for archival purposes. All tmdomidc and copyright notices must be reproduced and included on such copies. Licensee may not make any other copies of the Software. 3.3 Restrictions on use. Licensee shall not, and shall not an, abet, or permit any third party to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconsruct or discover any source code or underlying ideas or algorithms of the Software by any means whatsoever, (ii) remove any identification, copyright, or other notices from the Software; (iii) pmvide, lease, lend, use for timesharing or service bureau purposes; (iv) create a derivative work of any part of the Software; or (v) develop methods to enable unauthorized parties to use the Software. If EC law is applicable, the restrictions in Section 3.3 (i) are limited so that they prohibit such activity only to the maximum extent such activity may be prohibited without violating the EC Directive on the legal protection of corrputer programs. Notwithstanding the foregoing, prior m decompitmg, disassembling, or otherwise reverse engineering any of the Software, Licensee shalt request EMC m wtitmg, m provide Licensee with such information or assistance and Licensee shall refrain from decompiling, disassembling, or otherwise reverse engineering any of the Software unless EMC cannot or has not complied with such request in a commercially reasonable amount of time. 3.4 Purchase Orders. Nothing contained in any purchase order, acknowledgment, or invoice shall in any way modify the terms or add any additional terns or conditions to this EULA. 3.5 Updates. This section applies if the Software acquired is an update to the original Software (the "Update"). An Update does not constitute a legally licensed copy of the Software unless purchased as an Update to a previously licensed version of the same Software. The Update may only he used in accordance with the provisions of this EULA. The Update, together with the original Software, constitutes one (1) legally licensed copy of the Software. 3.6 Evaluation License. This Section applies if the Software is being used for an initial thirty (30) day evaluation period The license is valid only for a period of thirty (30) days from the delivery of the Software, and is designed w allow Licensee the right to evaluate the Software during such period. In the event that Licensee desires to continue to license the Software, Licensee must purchase a license to the Software. Upon such purchase, Licenses will be provided with an Enabler Code in accordance with Section 2.2 above. In the event Licemsce determines not to purchase a license for the Software at the end of such thirty (30) day evaluation period, then Licensee's rights under this EULA shall terminate automatically and Licensee shall promptly return to EMC or destroy all copies of the Software and so certify to EMC. 3.7 General Public License ("GPL"). The Software may include one or more components which are derived from software subject to a General Public License. Any such components ere licensed exclusively under the applicable GPL and not under this FULA. 4. MAINTENANCE AND SUPPORT 4.l EMC has no obligation to provide support, maintenance, upgrades, modification, or new releases under this EULA, except as provided in this EULA. If applicable, Basic Technical Support for the Software is provided in accordance with EMC's Basic Support temu and conditions. S. Limn ED WARRANTY 5.1 Media and Documentation. EMC warrants that if the media or documentation are damaged or physically defective at the time of delivery of the first copy of the Software to Licensee and if defective or damaged product is returned to EMC (postage prepaid) within ninety (90) days thereafter, then EMC will provide Licence with replacermirs ar no cost. 5.2 Limited Software Warranty. Subject to the conditions and limitations of liability stated herein, EMC warrants for a period of ninety (90) days from the delivery of the first copy of the Software to Licensee that the Software, as delivered, will materially conform to EMC's then current published Documentation for the Software. This warranty covers only problems reported to EMC during the warranty period. For customers outside of the United States, this Limited Software Warranty shall be construed to limit the warranty to the minimum warranty required by law. 5.3 Limned Services Warranty. EMC warrants that Basic Support will be provided hereunder in a professional and workmanlike manner and otherwise "as is" without warranty of any kind. 5.4 Remedles. The remedies available to Licensee hereunder for any such Software which does not perform as set our herein shall be either repair or replacement, or, if such remedy is not practicable in EMC's opinion, refund of the license fees paid by Licensee upon a return of all copies of the Software to EMC. In the event of a refund this EULA shall terminate immediately without notice with respect to such Software. 6. WARRANTY DismA1MER 6.1 Software Warranty Dbcialmer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 5 ABOVE, ALL SOFTWARE IS PROVIDED "AS IS". EMC AND ITS LICENSORS MAKE NO WARRANTIES WITH RESPECT TO ANY SOFTWARE AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NON -INFRINGEMENT. EMC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ANY REQUIREMENTS OR THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. ANY LIABILITY OF EMC WITH RESPECT TO THE SOFTWARE OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO THE REMEDIES SPECIFIED IN SECTION 5 ABOVE. Some jurisdiction do net allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not be applicable. 6.2 Services Warranty Dtactafiner. EMC does not provide a guarattee to fix any reported problems or provide fixes within a pre -defined time forme. Aside from the limited warranty set forth in Section 5 above, EMC hereby disclaims all warranties express or implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non -infringement. In addition, Buie Technical Support is limited to assisting Licensee with current production Software and does not include support of other software (device drivers, shell scripts or special programs) or hardware (tape drives, autocbanger, em.) not normally supported or certified by EMC. This EULA does not include services required or efforts to remedy, repair or replace Software as a result of (i) accident or neglect or causes not attributable to nomad wear and tear, (ii) problems relating to or residing in other hardware, software or services with which the Software is used; (iii) installation of the Software not in accordance with EMC's instructions or their specification; (iv) use of the Software in an environment, in a manner or for a purpose for which they were nm designed; and (v) intallation modification, alteration or repair of the Software by anyone other than EMC or its authorized representatives. EULA-FEB-2005 Page 2 0 0 7. INDEMNITY EMC shall defend Customer against my third party claim that Software product(a) infringe a US patent or copyright, and pay the resulting costs and damages awarded against Customer by a court of competent jurisdiction, provided Customer (i) notifies EMC promptly to writing of such claim, (ii) greats EMC sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an EMC request for assistance. Should my Software become, or in FMC's opinion be likely to become, the subject of such a claim, EMC shall, at its option and expense, (a) procure for Customer the right to make continued use thereof, (b) replace or modify such so that it becomes non -infringing, or (c) request return and upon receipt thereof refund the price paid by Customer, less straight-line depreciation based on a five (5) year useful life. EMC shall have no liability if the alleged infringement is based on (1) combination with non -EMC products, (2) use for a purpose or in a manner for which the Softwareweave was not designed, (3) use of my older version of the Software when use of a newer EMC revision would have avoided the infringement, (4) my modification not made with EMC's written approval, (5) my modifications made by EMC pursuant to Customer's specific instructions, or (6) my intellectual Property right owned or licensed by Customer. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND EMC'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS. 8. LisnTAT1014OF LIABILITY EXCEPT FOR BODILY INJURY, EMC (AND ITS LICENSORS) WILL NOT BE LIABLE OR RESPONSIBLE WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (1I) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS; OR (IV) FOR AMOUNTS IN EXCESS OF THOSE RECEIVED BY EMC FOR THE PARTICULAR EMG SOFTWARE AND SERVICE THAT CAUSED THE LIABILITY. Because some jurisdictions do not allow the exclusion aro limitation of incidental or consequential damages, FMC's liability in such jurisdictions shall be limited to the extent permitted by law. 9. TERMANDTERMINATION 9.1 Term. The term of this EULA is perpetual unless terminated in accordance with its provisions. 9.2 Termination. EMC may terminate this EULA, without notice, upon Licensee's breach of any of the Provisions hereof. 9.3 Effect of Termivation. Upon termination of this EULA, Licensee agrees to cease all use of the Software and to return to EMC or destroy the Software and all Documentation and related materials in Licensee's possession, and so certify to EMC. Except for the License granted herein and as expressly provided herein, the terms of this EULA shall survive termination. 10. MISCELI.ANEOIIa 10.1 Governing Taw. This EULA shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the principles of conflict of laws a the United Nations Convention on Contracts for the International Sale of Goods. 10.2 Verification std Audit Rights: Upon request of EMC, and no more than once per year, Customer shall promptly provide EMC with a written statement certifying the extent of Customer's usage of Software identified by EMC and/or allow EMC to conduct a reasonable on site a remote audit of the applicable Customer facilities, products, and records to determine whether or not Customer's usage of such Software is in conformance with its paid for license usage. Customer shall reasonably cooperate with and assist EMC in my such audit, which shall be conducted during Customer's nortal business hours and shall not unttasonably interfere with Customer's business activities. Should such audit statement indicate usage in excess of that for which Customer is licensed, in addition to my other rights EMC may have for breach of the license, Customer shall promptly reconcile its account with EMC and pay the EMC invoice, if any, which results from such reconciliation. 10.3 Government Restricted Rights. Any Software which is acquired directly or indirectly for or on behalf of the United States of America, its agencies and/or instrumentalities (11J.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as act forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DEARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227.19, as applicable. Manufacturer is EMC Corporation, 2350 W. EI Camino Real, Mountain View, CA 94040. The Software E a commercial software product, licensed on the open market at market prices, and was developed entirely at private expense and without the use of my government funds. 10.4 Export and Import Controls. Regardless of my disclosure made by Licensee to EMC of an ultimate destination of the Products, Licensee may not directly or indirectly export or transfer my portion of the Software, or my system containing a portion of the Software, to anyone outside the United States (including further export if Licensee took delivery outside the U.S.) without fust comptying with any export or import controls that may be imposed on the Software by the U.S. Government or my country or organization of nations within whose jurisdiction Licensee operates or does business. Licenses shall at all times strictly comply with all such laws, regulations, and orders, and agrees to commit no act which, directly or indirectly, would violate my such law, regulation or order. 10.5 Assignment. This EULA may not be assigned or transferred by Licensee without the prior written consent of EMC, which shall not be unreasonably withheld. EMC may assignor otherwise transfer my or all of its rights and obligations under this EULA upon notice to Licensee. 10.6 Sole Remedy and Allocation of Risk Licensee's sole and exclusive remedies are set forth in this EULA. This EULA defines a mutually agreed-upon allocation of risk, and the License price reflects such allocation of risk. 10.7 Equitable Relief. The parties agree that a breach of this EULA adversely affecting EMC's intellectual properly rights in the Software may cause irreparable injury to EMC for which monetary damages may not be at adequate remedy and EMC shall be entitled to equitable relief in addition to my remedies it may have hereunder a at law. 10.8 No Waiver. Failure by either party to enforce my provision of this EULA will not be deemed a waiver of forme enforcement of that or my other provision, nor will my single or partial exercise of my right or power hereunder preclude further exercise of my other right hereunder. 10.9 Severability. If for my reason a court of competent jurisdiction rinds my provision of this EULA, or portion thereof, to be unenforceable, that provision of the EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. EULA-FEB-2005 Page 3 11. ENTIUEULA This EULA sets forth the entire understanding and EULA between the parties and may be amended only in a writing signed by authorized representatives of both parties. No vendor, distributor, reseller, dealer, retailer, sales person, or other person is authorized by EMC to modify this EULA or to make my warranty, represmtmon, or Prumuse which is different than, or in addition to, the warranties, representations, or prondses made in this EULA. No pre-printed purchase order temvs shall in any way modify, replace or supersede the tenons of this EULA. EULA-FEB-2005 Page 4