License Agreement

This is a legal agreement ("Agreement") between you (either an individual or an entity), the end user, and Microsoft Corporation. By installing, copying, or otherwise using the Product (as defined below), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, copy, or use the Product, and promptly return the disks and any accompanying items (including written materials and binders or other containers, if any) to Microsoft Corporation.

MICROSOFT LICENSE AGREEMENT

for a Pre-Release Copy of

Microsoft Web-Based Enterprise Management
Software Development Kit (SDK)

© 1997 Microsoft Corporation. All rights reserved.

1. GRANT OF LICENSE.

   (a) Microsoft grants you ("Recipient") a limited, nonexclusive, nontransferrable, royalty-free license to make and use an unlimited number of copies of the software accompanying this agreement ("Product") to be installed on an unlimited number of CPUs residing on Recipient's premises, solely for Recipient's internal testing and development. The total number of individual users with access to the Product shall be unlimited. All other rights are reserved to Microsoft. Recipient shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Product or any accompanying printed materials ("Documentation"). Recipient may not reverse engineer, decompile the Product, except to the extent that the foregoing restriction is expressly prohibited by local law. Microsoft and its suppliers shall retain title and all ownership rights to the product, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Product or to the features or information therein, except as specifically stated herein.

   (b) Recipient agrees to provide reasonable feedback to Microsoft, including but not limited to usability, bug reports, and test results, with respect to the Product testing and development use. Recipient will use reasonable efforts to review and comment on all documentation supplied. All bug reports, test results, and other feedback made by Recipient shall be the property of Microsoft and may be used by Microsoft for any purpose it sees fit. Due to the nature of the development work, Microsoft is not certain as to when errors or discrepancies in the Products may be corrected.

   (c) Recipient may disclose the Product only to its employees who have a need to know and have access to the Product in order to assist in Recipient's testing and development use of the Product, provided that (1) such employee's use of the Product takes place solely at Recipient's site and (2) Recipient has executed appropriate written agreements with such employees sufficient to enable it to comply with the terms of this Agreement. Upon Microsoft's request, Recipient shall provide to Microsoft a list of all employees granted access to the Product hereunder.

2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date you accept this Agreement and shall continue unless terminated by Microsoft in writing at any time, with or without cause. This Agreement will terminate without notice upon the commercial release of the Product. Upon the termination of this Agreement, Recipient shall promptly return to Microsoft, or certify destruction of, all full or partial copies of such product and related materials provided by Microsoft.
3. COST OF TESTING. There is no charge to Recipient for testing and development use of the Product. Microsoft shall bear all transportation expenses relating to the shipment of the Product to Recipient's place of business. If the Product is returned by Recipient, Recipient will pay the return transportation expense.
4. PRODUCT MAINTENANCE. Microsoft is not obligated to provide maintenance or updates to Recipient for Product licensed under this Agreement. In no event shall Microsoft be obligated to provide Recipient, free of charge, a copy of the commercial release version of the Product in connection with Recipient's participation in the testing and development program.
5. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes prerelease code and may be changed substantially before the first commercial release. The PRODUCT is provided "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.

6. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by the laws of the State of Washington and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of Washington. If either Microsoft or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.
7. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product and Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.
8. EXPORT RESTRICTIONS. Recipient acknowledges that the Product and Documentation acquired hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Recipient confirms that with respect to these Product and Documentation, it will not export or re-export them, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions (currently including, but not necessarily limited to, Cuba, Iran, Iraq, Libya, North Korea, Syria, and Sudan); (ii) any end user who Recipient knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Recipient further acknowledges that the Product may include technical data subject to export and re-export restrictions imposed by U.S.A. law.

Should you have any questions concerning this Agreement, or if you desire to contact Microsoft for any reason, please write: Microsoft Corporation, Attn: Stephen Todd, Program Manager, Systems Management Server Group, One Microsoft Way, Redmond, WA 98052-6399.