Pre-Release 
Software Evaluation Agreement

SUN MICROSYSTEMS, INC. ("SUN") IS WILLING TO LICENSE THE JAVA 2 PLATFORM, 
ENTERPRISE EDITION 1.4 SDK 2004Q4 BETA PRE-RELEASE SOFTWARE TO LICENSEE  
ONLY UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN 
THIS LICENSE AGREEMENT ("AGREEMENT").  PLEASE READ THE TERMS AND CONDITIONS OF 
THIS AGREEMENT CAREFULLY.  BY DOWNLOADING OR INSTALLING THIS SOFTWARE, LICENSEE 
ACCEPTS THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. INDICATE ACCEPTANCE 
BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT. IF LICENSEE 
IS NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE
BOTTOM OF THE AGREEMENT AND THE DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE. 

1.0 DEFINITIONS 

"Licensed Software" means the Java 2 Platform, Enterprise Edition 1.4 SDK 2004Q4 
Beta pre-release software in binary and/or source code forms, any other machine 
readable materials (including, but not limited to, libraries, source files, 
header files, and data files) and any user manuals, programming guides and other 
documentation provided to Licensee by Sun under this Agreement. 

2.0 LIMITED LICENSE 

2.1 Source Code. Sun grants to Licensee, a non-exclusive, non-transferable, 
royalty-free and limited license to view the source code portions of the Licensed 
Software internally for the purposes of evaluation only.

2.2 Binary Code.   Sun grants to Licensee, a non-exclusive, non-transferable, 
royalty-free and limited license to use the binary code portions of the Licensed 
Software internally for the purposes of evaluation only.

2.3 No licenses are granted to Licensee for any other purposes, Licensee may not sell, 
rent, loan or otherwise encumber or transfer Licensed Software in whole or in part, to 
any third party.

3.0 LICENSE RESTRICTIONS 

3.1 Licensee may not duplicate Licensed Software other than for a single copy of 
Licensed Software for archival purposes only.  Licensee agrees to reproduce any 
copyright and other proprietary right notices on any such copy. 

3.2 Except as otherwise provided by law, Licensee may not modify or create derivative 
works of the Licensed Software, or reverse engineer, disassemble or decompile binary 
portions of the Licensed Software, or otherwise attempt to derive the source code 
from such portions. 

3.3 No right, title, or interest in or to Licensed Software, any trademarks, service 
marks, or trade names of Sun or Sun's licensors is granted under this Agreement. 

3.4 Licensee shall have no right to use the Licensed Software for productive or 
commercial use.

4.0 NO SUPPORT 

Sun is under no obligation to support Licensed Software or to provide Licensee 
with updates or error corrections (collectively "Software Updates"). If Sun, at 
its sole option, supplies Software Updates to Licensee, the Software Updates will 
be considered part of Licensed Software, and subject to the terms of this Agreement. 

5.0 LICENSEE DUTIES 

Licensee agrees to evaluate and test the Software for use in Licensee's software 
environment and provide feedback to Sun in a manner reasonably requested by Sun. 
Any and all test results, error data, reports or other information, feedback or 
materials made or provided by Licensee relating to Software (collectively, "Feedback") 
are the exclusive property of Sun and Licensee hereby assigns all Feedback to Sun at 
no cost to Sun. Sun may use such Feedback in any manner and for any purpose, without 
limitation, liability or obligation to Licensee. 

6.0 TERM AND TERMINATION OF AGREEMENT 

6.1 This Agreement will commence on the date on which Licensee receives Licensed 
Software (the "Effective Date") and will expire ninety (90) days from the Effective Date, 
unless terminated earlier as provided herein. 

6.2 Either party may terminate this Agreement upon ten (10) days' written notice to 
the other party. However, Sun may terminate this Agreement immediately should any 
Licensed Software become, or in Sun's opinion be likely to become, the subject of
a claim of infringement of a patent, trade secret or copyright. 

6.3 Sun may terminate this Agreement immediately should Licensee materially breach 
any of its provisions or take any action in derogation of Sun's rights to the Confidential 
Information licensed to Licensee. 

6.4 Upon termination or expiration of this Agreement, Licensee will immediately cease 
use of and destroy Licensed Software, any copies thereof and provide to Sun  a written 
statement certifying that Licensee has complied with the foregoing obligations. 

6.5 Rights and obligations under this Agreement which by their nature should survive, 
will remain in effect after termination or expiration hereof.

7.0 CONFIDENTIAL INFORMATION 

7.1 For purposes of this Agreement, "Confidential Information" means:  (i) business and 
technical information and any source code or binary code, which Sun discloses to Licensee 
related to Licensed Software; (ii) Licensee's feedback based on Licensed Software; and (iii) 
the terms, conditions, and existence of this Agreement.  Licensee may not disclose or use 
Confidential Information, except for the purposes specified in this Agreement.  Licensee 
will protect the Confidential Information with the same degree of care, but not less than 
a reasonable degree of care, as Licensee uses to protect its own Confidential Information. 
Licensee's obligations regarding Confidential Information will expire no less than five (5) 
years from the date of receipt of the Confidential Information, except for Sun source code 
which will be protected in perpetuity.  Licensee agrees that Licensed Software contains Sun 
trade secrets. 

7.2 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and 
non-use of the Confidential Information, the nondisclosure obligations of Section 7.1 will 
not apply to any portion of Confidential Information that Licensee can demonstrate in writing is:  
(i) now, or hereafter through no act or failure to act on the part of Licensee becomes, generally 
known to the general public; (ii) known to Licensee at the time of receiving the Confidential 
Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to 
Licensee by a third party without restriction on disclosure; or (iv) independently developed by 
Licensee without any use of the Confidential Information. 

7.3 Licensee must restrict access to Confidential Information to its employees or contractors 
with a need for this access to perform their employment or contractual obligations and who have 
agreed in writing to be bound by a confidentiality obligation, which incorporates the protections 
and restrictions substantially as set forth in this Agreement.

8.0 DISCLAIMER OF WARRANTY 

8.1 Licensee acknowledges that Licensed Software may contain errors and is not designed, licensed, 
or intended for use in the design, construction, operation or maintenance of any nuclear facility 
("High Risk Activities"). Sun disclaims any express or implied warranty of fitness for such uses.  
Licensee represents and warrants to Sun that it will not use, distribute or license the Licensed 
Software for High Risk Activities. 

8.2 LICENSED SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND 
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR 
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS 
ARE HELD TO BE LEGALLY INVALID.

9.0 LIMITATION OF LIABILITY 

9.1 Licensee acknowledges that the Licensed Software may be experimental and that the Licensed Software 
may have defects or deficiencies, which cannot or will not be corrected by Sun.  Licensee will hold 
Sun harmless from any claims based on Licensee's use of the Licensed Software for any purposes other 
than those of internal evaluation, and from any claims that later versions or releases of any Licensed 
Software furnished to Licensee are incompatible with the Licensed Software provided to Licensee under this Agreement. 

9.2 To the extent not prohibited by law, in no event will Sun be liable for any indirect, punitive, 
special, incidental or consequential damage in connection with or arising out of this Agreement 
(including loss of business, revenue, profits, use, data or other economic advantage), however it arises, 
whether for breach or in tort, even if Sun has been previously advised of the possibility of such damage.

10.0 U.S. GOVERNMENT RESTRICTED RIGHTS 

If this Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime 
contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying 
documentation shall be only as set forth in this license; this is in accordance with 48 C.F.R. 227.7202-4 
(for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions). 

11.0 GENERAL TERMS 

11.1 Any action relating to or arising out of this Agreement will be governed by California law 
and controlling U.S. federal law.  The U.N. Convention for the International Sale of Goods and 
the choice of law rules of any jurisdiction will not apply. 

11.2 Licensed Software and technical data delivered under this Agreement are subject to U.S. export 
control laws and may be subject to export or import regulations in other countries.  Licensee agrees 
to comply strictly with all such laws and regulations and acknowledges that it has the responsibility 
to obtain such licenses to export, re-export or import as may be required after delivery to Licensee. 

11.3 It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's 
breach of the provisions of Section 7 of this Agreement will cause Sun irreparable damage for which 
recovery of money damages would be inadequate, and that Sun will therefore be entitled to seek timely 
injunctive relief to protect Sun's rights under this Agreement in addition to any and all remedies 
available at law. 

11.4 Neither party may assign or otherwise transfer any of its rights or obligations under this 
Agreement, without the prior written consent of the other party, except that Sun may assign this 
Agreement to an affiliated company. 

11.5 This Agreement is the parties' entire agreement relating to its subject matter.  It supersedes 
all prior or contemporaneous oral or written communications, proposals, conditions, representations 
and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, 
or other communication between the parties relating to its subject matter, including any Binary Code 
Licenses, Supplemental Terms, or other licenses contained within Licensed Software.  No modification 
to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. 

(LFI#142490/Form ID#011801) 
