DO NOT USE THIS SOFTWARE UNTIL YOU HAVE READ THIS LICENSE AGREEMENT. BY USING THE SOFTWARE (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU AGREE TO ACCEPT AND ABIDE BY ALL THE TERMS OF THIS LICENSE AGREEMENT. THE LICENSE AGREEMENT REFERS TO YOU AS "CUSTOMER". 1 DEFINITIONS LICENSED SOFTWARE shall mean solely the object code of the following versions of SCO's UNIX operating system software: Versions V5, V6, and V7 adapted for PDP-11 computer systems. SCO INTELLECTUAL PROPERTY RIGHTS shall mean patent, copyright and trade secret rights of The Santa Cruz Operation, Inc. ("SCO") in the LICENSED SOFTWARE. 2 LICENSE GRANT SCO grants to CUSTOMER a worldwide, non-exclusive, royalty-free license under SCO INTELLECTUAL PROPERTY RIGHTS to reproduce, modify, and use the LICENSED SOFTWARE solely for non-commercial uses, and to distribute the LICENSED SOFTWARE to a third party who is also bound by the terms and conditions of this License Agreement. For this purpose, any distribution of a copy of LICENSED SOFTWARE shall be accompanied by a verbatim copy of this License Agreement. CUSTOMER shall not reverse compile, reverse assemble, or otherwise reverse engineer the LICENSED SOFTWARE or any portion thereof, or remove or alter any copyright or other proprietary notices appearing in the LICENSED SOFTWARE. 3 "AS IS" DELIVERY CUSTOMER acknowledges that it accepts the LICENSED SOFTWARE "AS IS", and that SCO is under no obligation to supply any support, training, consulting, or other services for the LICENSED SOFTWARE. 4 WARRANTY DISCLAIMER/LIMITATION OF LIABILITY SCO DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY PORTION OF THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, AND ANY WARRANTY THAT THE LICENSED SOFTWARE DOES NOT VIOLATE ANY PROPRIETARY RIGHT OF A THIRD PARTY. IN NO EVENT SHALL SCO BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY PORTION OF THE LICENSED SOFTWARE. 5 INDEMNITY FROM CUSTOMER CUSTOMER will hold SCO harmless against all liabilities, demands, damages, expenses, or losses arising out of use by CUSTOMER of LICENSED SOFTWARE. 6 TERMINATION 6.1 This Agreement shall be effective unless and until terminated. 6.2 Either party may terminate this Agreement at any time upon 30 days written notice. In addition, if CUSTOMER shall fail to perform or observe any of the terms and conditions to be performed or observed by it under this License Agreement, SCO may in its sole discretion thereafter elect, by written notice, to immediately terminate this License Agreement, together with all rights granted herein to CUSTOMER. 6.3 Termination of this Agreement shall not release CUSTOMER from any liability which shall have accrued in favor of SCO at the time such termination becomes effective, nor from CUSTOMER's obligation not to reverse engineer any portion of the LICENSED SOFTWARE. 6.4 In the event of any termination of this Agreement for any reason, CUSTOMER shall immediately destroy all whole or partial copies of the LICENSED SOFTWARE in CUSTOMER's possession, custody, or control. In addition, CUSTOMER shall cease to use the LICENSED SOFTWARE as of the date of termination. 7 GENERAL TERMS 7.1 This License Agreement shall be governed by the substantive laws of the State of California. 7.2 CUSTOMER shall not assign any rights or delegate any of its obligations under this License Agreement without the written consent of SCO. 7.3 CUSTOMER assures SCO that, with respect to any LICENSED SOFTWARE obtained under this Agreement, CUSTOMER will comply with all applicable governmental export laws and regulations. 7.4 Waiver of any breach hereunder by CUSTOMER may be effected only by a writing signed by SCO and shall not constitute a waiver of any other breach. 7.5 CUSTOMER understands and agrees that this License Agreement is the complete and exclusive statement of the understanding between the parties with respect to its subject matter, and supersedes all communications and understanding between the parties relating to such subject matter.