Software License Agreement

Acme Widgets, INC.

SOFTWARE LICENSE AGREEMENT

PLEASE READ CAREFULLY BEFORE CONTINUING WITH THE USE AND/OR

INSTALLATION OF THE SYSTEM PURCHASED AND/OR DELIVERED. BY THE USE

AND/OR INSTALLATION OF SUCH SYSTEM, YOU AND YOUR COMPANY

("LICENSEE") ACCEPT AND AGREE TO BE BOUND BY THE TERMS SET FORTH

BELOW.

1. DEFINITIONS

1.1 "Acme" shall mean Acme Widgets, Inc.

1.2 "SOFTWARE" shall mean the Licensed Software Programs listed on

Acme' sales order acknowledgement and/or included with the system purchased in

Object Code form and accompanying documentation, and all additional computer programs in

Object Code form and documentation which may be provided to Licensee at any time in

connection with this Agreement.

1.3 "License Fee" shall mean the fee(s) Acme charges for use of the

SOFTWARE, but does not include fee(s) Acme charges for Product Support and

Maintenance Services or for consulting services.

1.4 "Source Code" shall mean all visually or electronically encoded versions of

the SOFTWARE in the original language(s) in which it was written, and any languages to

which it may have been converted, together with all other versions of the SOFTWARE,

whether in a high or low level language, in any form.

1.5 "Object Code" shall mean all electronically encoded versions of the Source

Code: (i) in any form which may be executed directly from or by the operating system of a

computer (such as by a loader program); or (ii) in object modules or data files required in

connection with the operation or regular periodic reconfiguration of the SOFTWARE.

1.6 "Entity" shall mean any individual, partnership, corporation, association,

trust, or other legally recognized entity.

1.7 "Confidential Information" shall mean all information, in any form, provided

by Acme to Licensee in connection with Licensee's use or proposed use of the

SOFTWARE, including without limitation, algorithms embodied in the SOFTWARE,

instructions, manuals and other documentation, procedures, names or other information

concerning other users or licensees of the SOFTWARE, prospective product information,

pricing information, business and financial information, intellectual property and proprietary

information of Acme including, but not limited to, marketing and marketing support

information. However, "Confidential Information" shall not include information which (i) is

already known to Licensee or has been received rightfully by Licensee from a third party

without an obligation of confidentiality and without breach of this Agreement, (ii) is

independently developed by Licensee without reference to Confidential Information provided

by Acme, (iii) is approved for release by written authorization of Acme, (iv) is or

becomes publicly known, through publication or otherwise, but without any wrongful act of

Licensee, or (v) is disclosed by Licensee to a government agency as lawfully required,

provided, however, that Licensee shall provide to Acme prior written notice and shall

limit the disclosure of such Confidential Information to only such information legally required

to be disclosed.

2. GRANTED RIGHTS

Acme grants Licensee only the following rights in the SOFTWARE and subject to the

following restrictions:

2.1 A perpetual non-exclusive, non-transferable, limited right and license (the

"LICENSE") to use the SOFTWARE in Object Code form only, solely for Licensee's own

purposes on the individual system(s) purchased and delivered pursuant to Acme' sales

order acknowledgement.

2.2 Licensee shall not: (i) copy, reproduce, modify, adapt, translate, decompile,

disassemble, reverse engineer or create derivative works of the SOFTWARE; (ii) distribute,

lease, loan, sell, sublicense, or assign any rights to the SOFTWARE; or (iii) install, store, load,

execute, display, perform, electronically transfer, use or network the SOFTWARE except as

expressly provided herein.

2.3 Except as specifically provided in this Agreement, the SOFTWARE shall not

be disclosed to third parties.

2.4 Licensee may use the SOFTWARE on a service bureau basis, to otherwise

provide services for third parties, or for other business purposes of Licensee. Prior to disposing

of any media or apparatus containing the SOFTWARE, Licensee shall ensure that any

SOFTWARE contained on such media or stored in such apparatus has been completely purged

or otherwise destroyed.

3. TERM AND TERMINATION

3.1 This Agreement shall become effective on the date the system(s) purchased

become