FREEWARE EDITION SOFTWARE LICENSE AGREEMENT
Embarcadero Technologies, Inc.
10801 North Mopac Expressway
Building 1, Suite 100
Austin, Texas 78759
Ph: (512) 226-8080

BY PROCEEDING TO INSTALL OR USE THE SOFTWARE WITH WHICH THIS AGREEMENT IS
INCLUDED, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN DO
NOT INSTALL OR USE THE SOFTWARE. BY INSTALLING AND OPERATING THE SOFTWARE, YOU
ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE
READ THIS SOFTWARE LICENSE AGREEMENT (THIS AGREEMENT) CAREFULLY, THAT YOU AND
YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THAT IF APPLICABLE YOUR
EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH
MAY BE APPLICABLE TO YOU. THIS AGREEMENT, SHALL GOVERN YOUR INSTALLATION AND
USE OF THE SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED. EMBARCADERO URGES
YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE SOFTWARE PRIOR
TO INSTALLING OR USING THE SOFTWARE.

THIS SOFTWARE LICENSE AGREEMENT, dated as of the date of Customers
installation of the Licensed Software, between Embarcadero Technologies, Inc.,
a Delaware corporation (Embarcadero), and the person installing or using the
Licensed Software or for whose benefit the Licensed Software is being installed
or used (Customer), sets forth the terms and conditions whereby Embarcadero
agrees to provide to Customer and Customer agrees to acquire from Embarcadero
one or more limited licenses to use certain software and documentation in which
this Agreement is embedded. In consideration of the mutual promises and
agreements contained herein, the parties hereto also agree as follows:

GENERAL TERMS AND CONDITIONS
1. Definitions 
a. Agreement means this Freeware Edition software license agreement.
b. Confidential Information means all technical and non-technical information
in both tangible and intangible form, including, but not limited to, product
design information, software code, technical information, customer information,
cost and pricing information, financial information, the terms of this
Agreement and the results derived from or methodology employed by Customer in
conducting any benchmark testing of the Licensed Software; provided that the
term Confidential Information shall not include information which the
recipient can show by reasonable proof (i) to have been known by the recipient
prior to the time of disclosure by the disclosing party, (ii) to have become
part of the public domain through no fault or breach of this Agreement by the
recipient, (iii) to have been disclosed to the recipient in good faith by a
third party who is not under any obligation of confidence or secrecy to the
disclosing party at the time such third party discloses the information to the
recipient or (iv) to have been compelled to be produced by a court of competent
jurisdiction, provided that the recipient shall first give notice to the
disclosing party of any such request or order of the court to give the
disclosing party an opportunity to contest or limit said request or order of
the court.

c. Customer means the person installing or using the Licensed Material or for
whose benefit the Licensed Material is being installed or used.

d. Derivative Works means any software programs which are developed by
Customer and which incorporates or contains any Redistributables or Licensed
Software.

e. Effective Date means the date upon which Customer installs the Licensed
Software.

f. Licensed Documentation means the published user manual that Embarcadero
makes generally available for the License Software.

g. Licensed Material means the Licensed Software and the Licensed
Documentation.

h. Licensed Software means the machine-readable object code version of (i)
the software specified on each Purchase Order, whether embedded on disc, tape,
internet download site or other media and (ii) all Updates, revisions,
enhancements, improvements and modifications to and programming fix for the
Licensed Software that Customer is entitled to receive.

i. Redistributable means the file intended for distribution by Customer to
users of programs created by Customer.

2. LICENSE Subject to the terms and conditions of this Agreement and
Customers full compliance herewith and according to the scope, time period and
other terms indicated herein, Embarcadero hereby grants Customer during the
Term (as defined in Section 8 below) and Customer hereby accepts from
Embarcadero, a limited, non-exclusive and non-transferable right and license to
install and use the Licensed Material on computer hardware that is owned or
operated by or on behalf of Customer solely for Customers internal business
use and to copy the Licensed Material as permitted by this Agreement. Customer
may install and use one copy of the Licensed Software per user. Customers
right to use the Licensed Material shall extend to use by third parties under
contract with Customer to provide outsourcing services for Customer's own
internal business use; provided, such third parties have agreed to abide by the
terms of this Agreement, including the confidentiality provisions contained
herein. Customer shall reproduce all confidentiality and proprietary notices on
each of the copies permitted hereunder and maintain an accurate record of the
location of each of the copies. Customer shall not otherwise copy or duplicate
the Licensed Material. Customer shall not reverse engineer, disassemble,
translate, modify, adapt, or decompile the Licensed Material or apply any
procedure or process to the Licensed Material in order to ascertain, derive,
and/or appropriate the source code or source listings for the Licensed Software
or any trade secret or other proprietary information contained in the Licensed
Software. Customer acknowledges that all use of the Licensed Material by
Customer is restricted to internal business use only. The term internal
business use means that the Licensed Material only be licensed to and used by
and for the benefit of Customer on computer hardware that is owned or operated
by or on behalf of Customer and may not be used for the benefit of or in
connection with any other person, corporation, partnership, limited liability
company or other business entity.

3. ADDITIONAL LICENSE TERMS GOVERNING LICENSES OF EMBARCADERO C++ COMPILER
The following additional terms and conditions contained in this Section 3 shall
apply to all licenses of Embarcadero C++ Compiler licensed by Embarcadero to
Customer:
Subject to the terms and conditions of this Agreement and Customers full
compliance herewith and according to the scope, time period and other terms
indicated herein, Embarcadero grants Customer during the term (as defined in
Section 8 below) a personal, nonexclusive license to install and use the
Licensed Software for the purposes of designing, developing, testing, and
deploying application programs created by Customer. Customer may install a copy
of the Licensed Software on a computer and freely move the Licensed Software
from one computer to another, provided that Customer is an individual using the
Licensed Software for personal use. If Customer is an entity, Embarcadero
grants Customer the right to designate one individual within Customers
organization (Named User) to have the right to use the Licensed Software in
the manner provided above. Use, duplication, or disclosure of the Licensed
Software by the any government entity or agency is subject to restriction as
set forth in FAR 52.227-19(c)(2) or subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 and/or in
similar or successor clauses in the FAR, or the DOD or NASA FAR Supplement.
Unpublished rights are reserved under the Copyright Laws of the United States.
Contractors/Manufacturers are Embarcadero, Inc., 10801 North Mopac Expressway,
Building 1, Suite 100, Austin, Texas 78759 and, in the case of Embarcadero C++
Compiler, Dinkumware, Ltd., 398 Main Street, Concord MA 01742.

4. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES 
Customer may write and compile (including byte-code compile) Derivative Works,
including any libraries and source code included for such purpose with the
Licensed Software, provided that in no event shall Customer create any
Derivative Work that is competitive with or offers substantially the same
functionality as the Licensed Software or any other product or software
application commercially offered by Embarcadero. Customer may reproduce and
distribute Derivative Works without additional license or fees, subject to all
of the conditions in this Agreement. The Licensed Software may include
Redistributables intended for distribution by Customer to the users of
Derivative Works. Redistributables include, for example, those files identified
in the accompanying printed or on-line documentation as redistributable files
or those files preselected for deployment by an install utility provided with
the Licensed Software (if any). In any event, Redistributables included with
the Licensed Software are only those files specifically designated as such by
Embarcadero. From time to time, Embarcadero may designate other files as
Redistributables. Customer should refer to the documentation, including any
"readme" or "deploy" files included with the Licensed Software, for additional
information. Subject to all of the conditions in this Agreement, Customer may
reproduce and distribute exact copies of the Redistributables, provided that
such copies are made from the original copy of the Licensed Software or the
copy transferred to a single hard disk. Copies of Redistributables may only be
distributed with and for the sole purpose of executing Derivative Works
permitted under this Agreement. Under no circumstances may any copies of
Redistributables be distributed separately. Regardless of any modifications
which Customer makes and regardless of how Customer might compile, link, and/or
package Derivative Works, under no circumstances may the libraries (including
runtime libraries), code, Redistributables, and/or other files of the Licensed
Software (including any portions thereof) be used for developing software
programs by anyone other than Customer. Only Customer as the licensed user (or
the Named User) has the right to use the libraries (including runtime
libraries), code, Redistributables, or other files of the Licensed Software (or
any portions thereof) for developing programs created with the Licensed
Software. In particular, Customer may not share copies of the Redistributables
with other co-developers. Customer may notreproduce or distribute any
Licensed Documentation without Embarcadero's express written permission. The
license granted in this Agreement for Customer to create and distribute
Derivative Works and the Redistributables (if any) is subject to all of the
following conditions: (i) all copies of Derivative Works must bear a valid
copyright notice, either Customers or Embarcaderos copyright notice that
appears on the Licensed Software; (ii) Customer may not remove or alter any
Embarcadero copyright, trademark, license agreement, or other proprietary
rights notice contained in any portion of Embarcadero libraries, source code,
Redistributables or other files that bear such a notice; (iii) Embarcadero
provides no warranty at all to Customer or any other person regarding the
Licensed Software, and Customer will remain solely responsible to anyone
receiving Customers programs for support, service, upgrades, or technical or
other assistance, and such recipients will have no right to contact Embarcadero
for such services or assistance; (iv) Customer will indemnify and hold
Embarcadero, its related companies and its suppliers, harmless from and against
any claims or liabilities arising out of the use, reproduction or distribution
of any Derivative Work; (v) Derivative Works must be written using a licensed
copy of the Licensed Software; (vi) Customer programs must add primary and
substantial functionality, and may not be merely a set or subset of any of the
libraries (including runtime libraries), code, Redistributables or other files
of the Software; (vii) regardless of any modifications made by Customer and
regardless of how Customer might compile, link, or package Derivative Works,
the libraries (including runtime libraries), code, Redistributables, and/or
other files of the Licensed Software (including any portions thereof) may not
be used in software programs created by Customers end users (i.e., users of
Customers programs) and may not be further redistributed by Customer end
users; and (viii) Customer may not use Embarcadero's or any of its suppliers'
names, logos, or trademarks to market Derivative Works, except to state that a
Derivative Work was written using the Licensed Software. The Licensed Software
might include source code, redistributable files, and/or other files provided
by a third party vendor (Third Party Software). Since use of Third Party
Software might be subject to license restrictions imposed by the third party
vendor, Customer should refer to the on-line documentation (if any) provided
with Third Party Software for any license restrictions imposed by the third
party vendor. Any license restrictions imposed by a third party vendor are in
addition to, not in lieu of, the terms and conditions of the Agreement. All
Embarcadero libraries, source code, Redistributables and other files remain
Embarcadero's exclusive property. Regardlessof any modifications that
Customer may make, Customer may not distribute any files (particularly
Embarcadero source code and othernon-executable files) except those that
Embarcadero has expressly designated as Redistributables. Nothing in the
Agreement permits Customer to derive the source code of files that Embarcadero
has provided to Customer in executable formonly, or to reproduce, modify, use,
or distribute the source code of such files. Source code that Customer
generates with an Embarcadero sourcecode generator, such as an Application
Wizard, is considered by Embarcadero to be Customer code. Contact Embarcadero
for the applicable royalties due and other licensing terms for all other uses
and/or distribution of the Redistributables.

5. PROPRIETARY RIGHTS Customer shall not acquire, by virtue of this
Agreement, any right or license other than as expressly provided herein.
Customer shall not reproduce the Licensed Material or other confidential or
proprietary information of Embarcadero, except as provided in this Agreement.
All proprietary rights in and to the Licensed Material, all derivatives,
translations, modifications, adaptations, improvements, enhancements or
developments thereof and all confidential or proprietary information of
Embarcadero, including without limitation, all rights under and with respect to
patents, copyrights, trademarks and rights under the trade secret laws of any
jurisdiction shall remain the property of Embarcadero or its applicable
licensor, whether recognized by or perfected under applicable local law.
Customer shall promptly notify Embarcadero of any infringement of Embarcaderos
proprietary rights of which Customer becomes aware.

6. NO WARRANTY
a. WARRANTY  CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED MATERIAL IS
PROVIDED ON AN AS IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND. EMBARCADERO
MAKES NO WARRANTIES THAT THE USE OF THE LICENSED MATERIAL WILL BE ERROR-FREE OR
UNINTERRUPTED, OR ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

b. NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCES WILL EMBARCADERO OR ITS
AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR
UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT
NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE
OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER
WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR
IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY
RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN
NO EVENT WILL THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR PROCEEDING BY
EMBARCADERO OR ITS AUTHORIZED REPRESENTATIVE EXCEED ONE HUNDRED DOLLARS.

7. CONFIDENTIALITY- Customer acknowledges that the Licensed Material
incorporates confidential and proprietary information developed or acquired by
or licensed to Embarcadero and that all results of testing of the Licensed
Software, whether performed by Customer or another third party, are
confidential. In no event will Customer publish or disclose the results of any
testing or performance specifications of the Licensed Software without
Embarcaderos express prior written consent. Each party shall take all
reasonable precautions necessary to safeguard the confidentiality of all
Confidential Information disclosed by the other party, including those
precautions (i) taken by the disclosing party to protect its own Confidential
Information and (ii) which the disclosing party or its authorized
representative may reasonably request from time to time. Neither party shall
allow the removal or defacement of any confidentiality or proprietary notice
placed on the Confidential Information disclosed by the disclosing party. The
placement of copyright notices on Confidential Information shall not constitute
publication or otherwise impair their confidential nature of such information.
If an unauthorized use or disclosure of the disclosing partys Confidential
Information occurs within the recipient partys enterprise, the recipient party
will immediately notify the disclosing party or its authorized representative
and take, at recipient partys expense, all steps which may be available to
recover such Confidential Information and to prevent its subsequent
unauthorized use or dissemination.

8. TERMINATION This Agreement and all licenses granted hereunder shall
commence upon the Effective date and terminate immediately upon the earliest of
(i) the date upon which Customer violates or breaches any term or condition of
this Agreement and (ii) the date upon which either party notifies the other
party of its termination of this Agreement (the Term). This Agreement will
terminate automatically if Customer becomes insolvent, goes or is put into
receivership or liquidation, makes an arrangement for the benefit of his
creditors or enters into bankruptcy, suspension of payments, moratorium,
reorganization or any other proceeding that relates to insolvency or protection
of creditors rights or takes or suffers any similar action in consequence of
debt. Upon the termination of this Agreement for any reason, all rights granted
to Customer hereunder will cease, and Customer will promptly purge the Licensed
Software from all of Customers computer systems, storage media and other files
and destroy the Licensed Material and all copies thereof.

9. U.S. EXPORT RESTRICTIONS- Customer acknowledges that the Licensed Material
and all related technical information, documents and materials are subject to
export controls under the U.S. Export Administration Regulations. Customer
covenants and agrees to comply with all import and export control regulations
of the United States with respect to the Licensed Material. Customer
acknowledges that it may not re-export or divert the Licensed Material or any
related technical information, document or material, or direct derivatives
thereof, to any country set forth on the U.S. Department of Commerces list of
State Sponsors of Terrorism (currently, Cuba, Iran, North Korea, and Syria),
including any future changes to the governments list of State Sponsors of
Terrorism.

10. EQUITABLE RELIEF The parties recognize that Sections 5 and 7 are
necessary for the protection of the business and goodwill of the parties and
are considered by the parties to be reasonable for such purpose. The parties
agree that any breach of such Sections would cause the other party substantial
and irreparable damage and therefore, in the event of any such breach, in
addition to other remedies which may be available, the non-breaching party
shall have the right to seek specific performance and other injunctive and
equitable relief in a court of law.

11. ENFORCEABILITY- If for any reason a court of competent jurisdiction finds
any provision of this Agreement, or portion thereof, to be unenforceable, void,
invalid or illegal, that provision shall be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of
this Agreement shall continue in full force and effect.

12. ENTIRE AGREEMENT- Customer acknowledges that Customer has read this
Agreement, understands the Agreement and agrees to be bound by its terms.
Customer and Embarcadero further agree that this Agreement is the complete and
exclusive statement of the agreement between Customer and Embarcadero and
supersedes all proposals, oral or written, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement
may not be amended, modified, supplemented or altered except by a written
agreement that is signed by both parties.

13. MISCELLANEOUS- This Agreement is not intended to be nor shall it be
construed as a joint venture, association, partnership or other form of
business organization or agency relationship. Headings used in this Agreement
are for reference purposes only and shall not be used to modify the meaning of
the terms and conditions of this Agreement. Customer may not assign, delegate
or otherwise transfer this Agreement or any of its rights or obligations
hereunder to any other person or entity without Embarcaderos prior written
consent. This Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties hereto and their respective permitted
successors and assigns. The waiver of compliance with or breach of any term or
condition of this Agreement or the failure of a party to exercise any right
under this Agreement shall in no event constitute a waiver as to any other
failure to comply or breach, whether similar or dissimilar in nature, or
prevent the exercise of any right under this Agreement.THIS AGREEMENT WILL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULES. EMBARCADERO AND CUSTOMER
HEREBY AGREE ON BEHALF OF THEMSELVES THAT THE SOLE AND EXCLUSIVE JURISDICTION
AND VENUE FOR ANY LITIGATION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF SHALL BE IN AN APPROPRIATE FEDERAL OR STATE COURT IN THE
STATE OF TEXAS LOCATED IN TRAVIS COUNTY.

Embarcadero Freeware Edition SLA Ver. 060121ns

