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Nortel Networks Confident ial Copyright2004 Nortel Networks
nnn-nnnn-nnn Draft 01.00 March 2004
Nortel Networks Inc. software license agreem ent
This Software License Agreement (“License Agreement”)is betweenyou, the end-user (“Customer”) and Nortel Networks
Corporation and its subsidiaries and affiliates (“Nortel Networks”). PLEASE READ THE FOLLOWING CAREFULLY. YOU MUST
ACCEPT THESE LICENSE TERMS IN ORDER TO DOWNLOAD AND/OR USE THE SOFTWARE. USE OF THE SOFTWARE
CONSTITUTES YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT. If you do not acceptthese terms and conditions, return
the Software, unused and in the original shipping container, within 30 days of purchase to obtain a credit for the full purchase price.
“Software” is owned orlicensed by Nortel Networks, itsparent or one of its subsidiaries or affiliates, and iscopyrighted and licensed,
not sold. Software consists of machine-readable instructions, its components, data, audio-visual content (such as images, text,
recordings or pictures) and related licensed materials including all whole or partial copies. Nortel Networks grants you a license to
usethe Softwareonly in the country where you acquiredthe Software. Youobtain no rights other than those grantedto you under
thisLicenseAgreement.You areresponsiblefor theselectionof theSoftware andfor the installationof,useof,and resultsobtained
from the Software.
1. Licensed Use of Software.Nortel Networks grants Customer anonexclusive license to use a copy of the Software on only one
machine at any one timeortotheextentof the activationorauthorizedusage level,whichever isapplicable.Tothe extentSoftware
is furnishedfor use with designatedhardware or Customerfurnishedequipment (“CFE”), Customeris granted a nonexclusive
license to use Softwareonly on such hardware or CFE,as applicable.Software containstradesecrets and Customer agrees to
treatSoftware as confidentialinformationusingthe same care and discretion Customer uses with itsown similar informationthat
it does not wish to disclose, publish or disseminate. Customer will ensure that anyone who uses the Software does so only in
compliancewiththetermsof this Agreement.Customershallnot a) use, copy,modify, transferor distributethe Softwareexcept as
expressly authorized; b) reverse assemble, reverse compile, reverse engineer or otherwise translate the Software; c) create
derivativeworks or modificationsunlessexpresslyauthorized; or d) sublicense, rentor lease the Software.Licensorsof intellectual
property to Nortel Networks are beneficiaries of thisprovision. Upon termination or breach of the license by Customer or in the
eventdesignatedhardware or CFE is nolongerinuse, Customer will promptlyreturn the Softwareto NortelNetworks or certifyits
destruction.Nortel Networksmayauditby remotepolling or other reasonablemeans to determine Customer’sSoftwareactivation
or usage levels. If suppliers of third party softwareincluded in Software require NortelNetworks to include additionalor different
terms,Customer agrees to abideby such terms provided by Nortel Networks with respect to suchthirdpartysoftware.
2. Warranty. Exceptas may be otherwise expresslyagreedto in writing between Nortel Networks and Customer, Software is
provided “AS IS” without any warranties (conditions) of any kind. NORTEL NETWORKS DISCLAIMS ALL WARRANTIES
(CONDITIONS) FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON
INFRINGEMENT. Nortel Networks is not obligated to provide support of any kind for the Software. Some jurisdictions do not allow
exclusion of implied warranties, and, in such event, the above exclusions may not apply.
3. Limitationof Remedies.IN NO EVENT SHALL NORTEL NETWORKS OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR
ANY OF THE FOLLOWING: a) DAMAGES BA SED ON ANY THIRD PARTY CLAIM; b) LOSS OF, OR DAMAGE TO,
CUSTOMER’S RECORDS, FILES OR DATA;OR c) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS),WHETHER IN CONTRACT,TORT OR
OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF YOUR USE OF THE SOFTWARE, EVEN IF NORTEL
NETWORKS, ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THEIR POSSIBILITY.The forgoing limitations of
remedies also applyto any developerand/or supplierof the Software. Suchdeveloperand/orsupplieris anintended beneficiaryof
this Section.Some jurisdictions donot allow these limitations or exclusions and, in such event, they may not apply.
4. General
a. If Customer is the United States Government, the following paragraph shall apply: All Nortel Networks Software available under
this LicenseAgreement is commercial computer software and commercial computer softwaredocumentationand, in the event
Software is licensed for or on behalf of the United States Government,the respectiverights to the software a nd software
documentation aregoverned by NortelNetworks standardcommercial license in accordancewith U.S. Federal Regulations at 48
C.F.R. Sections 12.212 (for non-DoD entities) and 48 C.F.R.227.7202(for DoD entities).
b. Customer may terminate the license at any time. Nortel Networks may terminate the license if Customer fails to comply with the
terms and conditions of this license. In either event, upon termination, Customer must either return the Software to Nortel Networks
or certify its destruction.
c. Customer is responsiblefor payment of any taxes, including personalproperty taxes, resulting from Customer’s use of the
Software. Customeragreesto comply with all applicablelaws including all applicable export and import laws and regulations.
d. Neither party may bringan action,regardless of form,more than two years after the cause of the action arose.
e. Theterms and conditionsof this License Agreement form the complete and exclusive agreementbetween
Customer and NortelNetworks.
f. This License Agreement is governed by the laws of the country in which Customer acquires the Software. If the Software is
acquired in the United States, then this License Agreement is governed by the laws of the state of New York.