Licence number .bl _____________ IND AB USER BINEARY VOLYM OEM AGREEMENT Costumer Name: a corporation .bl __________________________ ______________ Ship To Address: .bl ____________________________________________________ Computer Programs: Dokumentation: .bl ______________________ ______________ Constumer Software/Hardware: As described in Attachment A hereto .bl ________________________________________ Date of Order: Date Shipped: .bl __________________________ _______________ IN Development AB (IND AB) and the party who executeds this agreement ("Customer") aree as folows: 1. Grant of Licence. .bl ___________________ IND AB herby rants to Customer and Customer herby accepts: (a) a non-excusive, and trnsferable licence to use IND's Computer Program in binary objekt code form and Documentation identified above, and (b) a personal, non-excusive, and non-trasferable, sub- ject to the terms and conditions of Pragraph 2, to copy and incor- porate an unlimited number of copies into, and to distribute them with, only the specificed Constomer computer software or hardware decribed in Attachment A. Customer may not distribute the Computer Prorams unless the Customer software or hardware described in At- tachment A has substanial added vaule. All right, and interest in and to all copies of the Computer Programs and Documentation are and shall at all times remain the sole and excusive property of IND AB. Customer shall not copy any part of the Documentation, and except as provied in Paragraph 2, Customer shall not copy any part of the Computer Programs. Unless erlier terminated in accordance with Paragraph 4, this Licence shall continue perpetually from the date hereof. Upon termination or expiration, Customer shall take the action started in Paragraph 5. 2. Permitted Copying. .bl ____________________ Customer acknowledges IND's representation that IND is the excusive owner of the copyright and all other rights in all vesions of the Computer Programs and Documentation. Customer agress that it will not disassemble the Coputer Programs for the pupose of obtaining a source listing, but will do so only as necessary in the course of developing customer's own product. Customer will not modify the Com- puter Programs under any circumstances. Customer has no right to authorize anyone else to modify or make copies of any Coputer Pro- gram. Customer may make an unlimited number of copies of the Comp- uter Programs if and only if Customer comlies with each og the fol- lowing conditons: (a) Customer shall not copy Computer Programs into mask programmed devices without IND's prior written consent; (b) Customer shall, befor distribution, securely affix the supplied IND Production Labels containing IND's copyright and proprietary notices to each copy of the Computer Programs; !! (c) Customer may, with prior written consent from IND, print IND Production Labels contaning IND's copyright and proprietary notice using format in Attachment B; (d) Each copy shall be the sole and excusive property of IND, except as provided by paragraph %8b) below; and (e) Customer shall only copy and incorporate the Computer Programs with the secific Customer computer software or hardware listed in Attachment A. 3. Disclaimer of Warranties. .bl ____________________________ IND warrants that the Computer Programs will perform substantilly as described in the Documentation. IND will, at no extra charge, fix any bugs discovered in the Computer Programs for one year after the purcahase date and for each additional year during which Update Service is purchased. IND MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRATIES OF MERCHANTABILITY OR FITNESS FOR A PARICULAR PURPOSE. Neither IND, nor anyone else who has been in- volved in the creation or production of the Computer Programs or Documentation, shall be liable for direct, indirect, special or consequential damages resulting from their use. 4. Termination. .bl _______________ Customer acknowledges that IND has entrusted it with possession and restricted distribution of IND's valuable proprietary technology and that IND is specifically relying on Customer's honesty, integrity and trustworthiness; therfore, the Licence garant under this Agreement ter- minates on any of following conditions: (a) Customer's failure to cure the breach of and comply with any of the terms or conditions of this Agreement within thirty (30) days after IND's notice of default concerning the same; (b) Any act of bankruptcy by or against Customer; and (c) Any assignment of Cutomer's asset for the benefit of creditors or any dissolution of, or any substanitial attachment or execution of exe- cution of judgment agaist Customer. 5. Effect of Termination of Licence. .bl ____________________________________ Within thirty (30) days after the date of termination of the Licence granted under this Agreement, Customer shall either: (a) Return all copies of the Computer Programs and Documentation within its possession or under its control; or (b) Furnish IND with evedence satisfactory to IND that all copies of the Computer Programs and Documentation within its possession or under its control have been destroyed. Customer's failure to carry out the foregoing obligation shall entitle IND to enter CUstomer's premises, with reasonable notice and without liabilty if pursuant to Customer's consent or a court order, to remove the Computer Pro- grams and Documentation. !! 6. Payment. .bl ___________ Customer shall pay IND the total amunt started on the IND invoice for the permitted copies within 30 days of invoice date. In addi- tion to all charges specified on the IND invoce, Customer shall pay or reimburse IND for federal, state, localtaxes, tariffes, or duties, now or hereafter imposed, based on this Agreement, and shall pay all pastage, handling, and other delivery cost. 7. General. .bl ___________ If any part of this Agreement is found to be invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. THis agreement shall be governed by the laws of the State of Califonia except that body of law govering confilicts of law. The venue for any legal action based on or relating to this Agreement or transaction shall be in federal or state court in Santa Clara Contry, Califonia. In any action based on this Agreement or tra- nsaction, the prevailing party shall be entiled to recover resonable attorneys' fees and costs. This agreement constitutes the entire agre- ment between the parties with respect to the subject matter hereto; all prio agreements, representations, statements, negotiations,und- ertakings, and any past, present, or future Customer purchase orders, invices, or other forms are superseded hereby. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below. "Customer" Company Name: .bl __________________________________________________________________ Authorized Signature: .bl _____________________________________________ Authorized Signature: .bl _____________________________________________ Name (Print): .bl ______________________________________________________ Title: Date: .bl _________________________ _______________________________ IN DEVELOPMENT AB (IND AB) BOX 2066 S-17502 J[RF[LLA SWEDEN