AmberPoint Supplemental License Agreement 
THIS AGREEMENT GOVERNS YOUR USE OF THIS SOFTWARE.  PLEASE 
READ THIS AGREEMENT CAREFULLY BEFORE YOU (“YOU,” OR “YOUR”, AS APPROPRIATE) USE OR 
IN ANY WAY ACCESS THIS SOFTWARE.  BY CLICKING THE “I ACCEPT” BUTTON BELOW, YOU AGREE TO BE 
BOUND BY, AND YOU MANIFEST YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. LICENSE GRANT.  Subject to your strict compliance with the terms and conditions set forth in this Agreement, AmberPoint acknowledges that it is licensing a software product, “AmberPoint SOA Management System” and/or “AmberPoint SOA Validation System” (“the Software”), solely for your use.  In the event that you ever obtain any other AmberPoint computer software product and such product is not obtained pursuant to a separate executed license Agreement with AmberPoint or an authorized AmberPoint reseller, then such software product(s) shall be governed by, and included within the definition of “Software” pursuant to this Agreement. The Software is licensed, not sold, to you for use only under the terms of this Agreement, and AmberPoint reserves all rights not expressly granted to you.  For purposes of this Agreement, the term (i) “Documentation” shall mean the user manuals delivered to you along with the Software, if any; and (ii) the term “Executable Code” shall mean the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation.  

2. PROPRIETARY RIGHTS

2.1. You understand and agree that the Software and Documentation and all other related materials provided, and all patents, copyrights, trade secrets and other United States or international intellectual property rights (each an “Intellectual Property Right”) embodied in the foregoing, are the exclusive property of either AmberPoint or a third-party that has granted marketing and licensing rights to AmberPoint (a “Tech Partner”).  You further understand and agree that the Software, Documentation, and all other related materials provided pursuant to this Agreement (collectively “Information”) are proprietary and confidential information of AmberPoint and/or a Tech Partner.  You agree to maintain the Information in strict confidence and, except for the right to reproduce copies of the Software pursuant to this Section 2.1, you agree not to disclose, duplicate or otherwise reproduce, directly or indirectly, the Information in whole or in part.  You further agree to use such Information solely for purposes of exercising license rights under Section 1.
2.2. You acknowledge that the Software and its structure, underlying concepts, organization and Source Code constitute valuable trade secrets of AmberPoint and its suppliers.  Accordingly, you agree not to (a) merge the Software with other software; (b) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; or (c) otherwise use, provide access to, or copy the Software or Documentation except as expressly allowed under Sections 1 and 2.1.  Further, you agree that AmberPoint shall exclusively own all right, title and interest in any modifications, adaptations, alterations, translations, or derivative works of the Software.  For purposes of this Agreement, “Source Code” shall mean the human-readable version of a software program that can be compiled into Executable Code.  You may only allow authorized persons to have access to the Information and shall ensure that all authorized persons having access to the Information shall refrain from any disclosure, use, duplication or reproduction prohibited by this Section 2.  For purposes of this Section 2, an “authorized person” shall mean an employee, contractor, or agent with a need to know Information in order for you to exercise the license rights granted under Section 1.  You agree not to remove any copyright notice or other proprietary markings from the Information, and any copy thereof shall contain the same copyright notice and proprietary markings contained on the copy of the Software furnished by AmberPoint pursuant to this Agreement.
2.3. You acknowledge that the Information is unique and that your failure to comply with the provisions of this Section shall result in irreparable harm to AmberPoint and/or any third party from which AmberPoint has received marketing and licensing rights, and that in the event of the breach or threatened breach by you of your obligations under this Section, AmberPoint shall be entitled to equitable relief in the form of specific performance and/or an injunction for any such actual or threatened breach, in addition to the exercise of any other remedies at law and in equity.  
2.4. You shall have no obligation to preserve the proprietary nature of any of AmberPoint’ Information that is or becomes generally available to the public by other than unauthorized disclosure or misappropriation, infringement, or violation of any Intellectual Property Right.
2.5. You agree not to challenge, directly or indirectly, the right, title and interest of AmberPoint in and to the Software its Intellectual Property Rights, or any Information, nor the validity or enforceability of AmberPoint' rights under applicable law.  You agree not to directly or indirectly, register, apply for registration or attempt to acquire any legal protection for any of the Software, Information, or any proprietary rights therein or to take any other action which may adversely affect AmberPoint' right, title or interest in or to the Software or any Information in any jurisdiction.  
2.6. You agree to notify AmberPoint immediately and in writing of all circumstances surrounding the unauthorized possession or use of the Software or Information by any person or entity.  You agree to cooperate fully with AmberPoint in any litigation relating to or arising from such unauthorized possession or use.

3. SUPPORT.  During the Term of this Agreement, AmberPoint or its authorized partner may provide support in accordance with its standard support procedures applicable to the relevant licensed Software.

4. TERM AND TERMINATION.  The duration of this License (“Term”) is perpetual.  This License is effective until the Term expires or this License is otherwise terminated or cancelled.  Upon the termination, cancellation, or expiration of this License for any reason, you will discontinue all use of the Software and will uninstall and return or destroy it together with all other Information and all backup, archival and other copies then in its possession or control.  At AmberPoint' request, your duly authorized representative will certify in writing to AmberPoint that such actions have been taken. Unless expressly stated otherwise, all of your obligations hereunder are perpetual and irrevocable and may not be cancelled or terminated by you.  AmberPoint may terminate this license for its convenience at any time. 

5. WARRANTIES

5.1. ALL SOFTWARE, DOCUMENTATION, AND INFORMATION PROVIDED TO YOU PURSUANT TO THIS AGREEMENT IS PROVIDED “AS IS, WITH ALL FAULTS.”  AMBERPOINT DOES NOT WARRANT THAT SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE, HARDWARE, OR WITHIN A SYSTEM, OR THAT THE SOFTWARE, DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED PURSUANT TO THIS AGREEMENT OR ANY SERVICES PROVIDED WILL FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES OR NEEDS.  
5.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMBERPOINT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

6. LIMITATION OF LIABILITY

NEITHER AMBERPOINT NOR ANY TECH PARTN”) SHALL BE LIABLE FOR ANY LOSS OR DAMAGE THAT MAY ARISE IN CONNECTION WITH OR RELATE TO THIS AGREEMENT, THE FURNISHING OF, PERFORMANCE OF, OR USE BY YOU OF THE SOFTWARE OR ANY INFORMATION, REGARDLESS OF THE FORM OF ACTION ALLEGED.  IN NO EVENT SHALL AMBERPOINT OR ITS TECH PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF AMBERPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION ALLEGED.  IN NO EVENT SHALL YOU BE ENTITLED TO OBTAIN SPECIFIC PERFORMANCE IN CONNECTION WITH ANY CLAIM RELATING TO THIS AGREEMENT, NOR SHALL YOU BE ENTITLED TO ANY MONETARY DAMAGES AGAINST AMBERPOINT OR ITS TECH PARTNERS.  YOU ACKNOWLEDGE AMBERPOINT’ WILLINGNESS TO GRANT THE LICENSE SET FORTH IN SECTION 1 IS BASED STRICTLY UPON THESE LIMITATIONS OF LIABILITY AND THE DISCLAIMER OF WARRANTIES SET FORTH ABOVE, THAT THESE LIMITATIONS ON LIABILITY AND SUCH WARRANTY DISCLAIMERS CONSTITUTE A FUNDAMENTAL BASIS OF THIS AGREEMENT AND FORM THE PRIMARY CONSIDERATION BETWEEN THE PARTIES AND THAT AMBERPOINT WOULD NEITHER HAVE ENTERED INTO THIS AGREEMENT NOR PROVIDED YOU ACCESS TO THE SOFTWARE WITHOUT SUCH LIMITATIONS AND DISCLAIMERS.  

7. GOVERNMENT PROCUREMENT. If the Software is acquired under the terms of a proposal or agreement with the United States Government or any contractor therefor, the Software is licensed to the United States Government with restricted rights and is subject to the following: (a) for acquisition by or on behalf of civilian agencies, as necessary to obtain protection as “commercial computer software” and related documentation in accordance with the terms of this Commercial Software License as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (b) for acquisition by or on behalf of units of the Department of Defense (“DoD”) as necessary to obtain protection as “commercial computer software” and related documentation in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 227-7202-2 of the DoD F.A.R. Supplement and its successors.

8. MISCELLANEOUS.  

8.1. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of New York, without regard to its conflicts of law rules. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
8.2. No waiver or retraction of a waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom such waiver is sought.  The failure of either party to exercise any right granted herein, or to require the performance by the other party hereto of any provision if this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement.  
8.3. If any provision of this Agreement is determined by a court of competent jurisdiction to be or becomes unenforceable or illegal, such provision shall be adjusted to the minimum extent necessary to cure such unenforceability or illegality and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such adjustment. Subject to Section 59.1-505.3(2) of the Uniform Computer Information Transactions Act (“UCITA”), you may not assign or transfer, by operation of law or otherwise, this Agreement, any rights or obligations under this Agreement (including license rights), or the Software, in whole or in part.  Any attempted assignment in violation of the foregoing will be void.  AmberPoint may assign any or all of its rights or obligations under this Agreement.  
8.4. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior and all contemporaneous agreements, understandings, marketing materials and communications, whether written or oral.  This Agreement may be amended only by a written document signed by both parties.  
8.5. The Software and related technology and all other Information are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required.

PLEASE ACKNOWLEGE YOUR ACCEPTANCE OR NON-ACCEPTANCE OF THE ALL TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING ON ONE OF THE BUTTONS BELOW.

¨	I ACCEPT
¨	I DO NOT ACCEPT.  [Note:  You are not permitted to use or access the Software in any manner if you do not accept all terms and conditions of this Agreement.]