NETxAutomation Software GmbH. ("NETXAUTOMATION") HAS DEVELOPED A STANDARDIZED ARCHITECTURE AND RELATED SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS.

NETXAUTOMATION IS WILLING TO PROVIDE A LIMITED LICENSE OF THE ARCHITECTURE AND SOFTWARE THE ("NETXAUTOMATION SOFTWARE") TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. 

THE ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE OF THE NETXAUTOMATION SOFTWARE. 

1. LICENSE GRANTS AND RESTRICTIONS.

1.1 NETxAutomation Software. Subject to the terms and conditions contained 

herein, NETxAutomation hereby grants you a non-transferable, non-exclusive, 

limited license to install, use and execute the NETxAutomation Software on a 

single server, which is identified by serial number during the 

installation process (the "Designated System"), solely for your 

internal business use. You may transfer and use the NETxAutomation Software 

on a backup computer system you own or lease if, and only for so long 

as, the Designated System is (i) inoperative or (ii) unavailable due to 

regularly scheduled maintenance.

1.2 No Other Rights Granted. Apart from the license expressly granted 

herein, no license or other right is granted by NETxAutomation to you under 

this Agreement, either directly or by implication, estoppels, or 

otherwise (including, but not limited to, the right to prepare

derivative works). You shall have no right or access to the source code 

of the NETxAutomation Software.

2. YOUR RESPONSIBILITIES. You shall (i) use all commercially reasonable 

efforts to ensure that your employees comply with the terms of this 

Agreement; (ii) not modify, decompile, disassemble, decrypt, extract, or 

otherwise reverse engineer the NETxAutomation Software or any part thereof, or 

any application enabler or grant any other person or entity the right to 

do so or take any action that would assist any other person or entity in 

doing so and will promptly notify NETxAutomation of any information that any 

other person or entity is or is attempting to copy, reverse engineer, 

disassemble, decompile, translate or modify the NETxAutomation Software; (iii) 

not insert, delete, replace, change or otherwise alter any files in the

NETxAutomation Software or application enabler; (iv) not modify, change, 

prepare derivative works of or otherwise alter any Binary Code files 

included with the NETxAutomation Software; (v) not loan, rent, lease, give, 

sublicense, transfer, publish, disclose, display, or otherwise make

available the NETxAutomation Software, in whole or in part, to any other person 

or entity; and (vi) not modify any application programming interface, 

including modifying any application programming interface by creating 

additional classes within any interface or otherwise causing the addition 

to or modification of the classes in an interface.

3. TECHNICAL SUPPORT. You may receive technical telephone support only 

from employees and subcontractors of NETxAutomation's value-added resellers or systems integrators who have received certification training and passed 

a certification test administered by NETxAutomation (each a "Certified System Integrator"). 

NETxAutomation shall have no obligation to provide technical support to you.

4. LICENSE FEES. The license fees paid by or for you to NETxAutomation are paid in consideration of the licenses granted under this Agreement.

5. OWNERSHIP AND CONFIDENTIALITY.

5.1 Ownership by NETxAutomation. NETxAutomation retains all right, title and interest, in and to the NETxAutomation Software (and any portions thereof). You shall not have any right, title, or interest to the NETxAutomation Software except as 

provided in this Agreement, and further shall secure and protect the 

NETxAutomation Software consistent with maintenance of NETxAutomation's proprietary rights therein. You agree that you shall not contest or challenge, or 

take any action inconsistent with or that may damage or impair NETxAutomation's ownership or rights, and further that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair the 

ownership or intellectual property rights of NETxAutomation's licensors. You

shall not use the NETxAutomation Software except as is expressly authorized in 

this Agreement.

5.2 Confidentiality. You acknowledge that the NETxAutomation Software contains 

valuable trade secrets of NETxAutomation and you agree to maintain the 

confidentiality of the NETxAutomation Software using at least the same degree 

of care you use with your own confidential information. You acknowledge 

that upon your breach of Sections 5.1 or 5.2, NETxAutomation shall be entitled 

to equitable relief to protect its interests, including preliminary and 

permanent injunctive relief and you further agree to waive any right or 

claim to which you may be entitled to immunity or exemption from 

liability.

6. WARRANTIES AND LIMITATIONS.

6.1 Disclaimer of Software Warranty. 

NETXAUTOMATION LICENSES THE NETXAUTOMATION SOFTWARE 

"AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND. 

NETXAUTOMATION SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE 

FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NETXAUTOMATION, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.

6.2 Limitation of Liability. NEITHER NETXAUTOMATION NOR ANY OF ITS LICENSORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF NETXAUTOMATION HAS BEEN ADVISED 

OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Limitation of Remedies. NOTWITHSTANDING THE ABOVE, IN NO EVENT

SHALL NETXAUTOMATION'S MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE NETXAUTOMATION SOFTWARE, TO YOU EXCEED THE AMOUNTS PAID TO IT BY YOU PURSUANT TO THIS AGREEMENT.

7. ASSURANCES BY YOU. There can be no assurances whatsoever that control

systems such as the NETxAutomation Software will protect any individual or his 

or her property from harm. Appropriate safety precautions must always be 

taken when operating or maintaining equipment connected to the NETxEIB 

OPC Solution. NETxAutomation assumes no responsibility or liability for any injury 

or damage to any persons or property resulting from the use by you of the 

NETxAutomation Software. Further, you represent and warrant that you will take 

appropriate precautions, establish appropriate procedures and post 

appropriate notices to ensure that persons and property are not harmed in 

the event of an error, malfunction or unexpected operation of the NETxAutomation NETxAutomation Software or products.

8. INDEMNIFICATION. You shall indemnify and hold harmless NETxAutomation from 

and against all losses, claims, damages or other causes of any nature or 

kind whatsoever (including reasonable attorney's fees) arising directly 

or indirectly out of third party claims concerning (i) a breach of any of 

your obligations, covenants, representations or warranties contained 

herein; (ii) your selection of, transactions and/or agreements with any 

Certified Systems Integrator; and (iii) the negligence or intentional misconduct 

of you or your officers, employees, agents or contractors.

9. TERM AND TERMINATION. You may terminate this Agreement at any time by returning the NETxAutomation Software and all copies and extracts to NETxAutomation. NETxAutomation may terminate this Agreement upon a material or continuing breach of this Agreement by you by the giving of 10 days prior written notice of termination, stating the cause therefore, with termination becoming effective at the close of said 

10-day term if the breach is not then cured to the satisfaction of NETxAutomation.

10. GENERAL TERMS.

10.1 Assignment. You may assign this Agreement or your rights and obligations under this Agreement to a purchaser of the real property and/or hardware on which the

software is installed, provided (i) you provide the purchaser with a copy of this Agreement and (ii) the purchaser agrees to comply with all of the terms and conditions of this Agreement. NETxAutomation may assign this Agreement without your consent.

10.2 Equitable Relief. You acknowledge that any breach of your 

obligations hereunder with respect to the NETxAutomation Software or the 

confidential information of NETxAutomation will cause NETxAutomation irreparable injury for which it has no adequate remedy at law, and therefore that NETxAutomation 

will be entitled to seek and obtain equitable relief, including 

preliminary injunctions and temporary restraining orders, to prevent any 

unauthorized use of the NETxAutomation Software and confidential information, 

in addition to all other remedies available to it under this Agreement or 

other applicable law.

10.3 Entire Agreement. This Agreement comprises the entire agreement 

between the parties relating to its subject matter. This Agreement 

supersedes all prior agreements and understandings, written or oral, 

express or implied. This Agreement can be amended or modified only by a 

writing executed in advance by duly authorized representatives of each of 

the parties hereto. In the event any foreign ministry or other 

governmental entity or agency makes any changes, deletions or 

modifications to this Agreement, holds any provision herein unenforceable 

or imposes any conditions or restrictions on either party to this 

Agreement which affects its ability to fully perform, NETxAutomation shall have 

the right to immediately terminate this Agreement.

10.4 Waiver. A waiver of any breach of default of this Agreement shall 

not create a waiver of the term or of any subsequent breach of default.

10.5 Governing Law; Choice of Venue. The validity of this Agreement and 

the rights, obligations and relations of the parties hereunder shall be 

construed and determined under and in accordance with the substantive 

laws of the Federal Republic of Austria with respect to claims governed by 

the laws of the European Union with respect to claims

arising under the laws of the European Union, without regard to conflicts 

of laws principles and excluding the Convention on Contracts for the 

International Sale of Goods.

Place of jurisdiction is Linz, .

10.6 Severability. Should any term or provision of this Agreement be 

finally determined by a court of competent jurisdiction to be void, 

invalid, unenforceable or contrary to law or equity, the offending term 

shall be modified and limited (or if strictly necessary, deleted) only 

to the extent required to conform to the requirements of law and the 

remainder of this Agreement (or, as the case may be, the application of 

such provisions to other circumstances) shall not be affected thereby but 

rather shall be enforced to the greatest extent permitted by law.

10.7 High Risk Applications.  Unless NETxAutomation has provided its express 

written consent for each component of the NETxAutomation Software, 

the Licensee will make reasonable business efforts to ensure that it 

is not used in any application in which the failure of the Licensed Materials could 

lead to death, personal injury or severe physical or property damage (collectively, 

"High-Risk Applications"), including but not limited to the operation of nuclear 

facilities, mass transit systems, aircraft navigation or aircraft communication systems, 

air traffic control, weapon systems and direct life support machines.  NETxAutomation 

expressly disclaims any express or implied warranty or condition of fitness for 

High-Risk Applications.