LICENSE AGREEMENT

This Agreement, dated ________________, is entered into by Mentec Inc., a Massachusetts Company, located at 55 Technology Drive, Lowell, MA 01851, U.S.A. (MENTEC), and _____________________________________________ having a residence at __________________________________________________________ 
(CUSTOMER).

Whereas, MENTEC owns the rights to the following PDP-11 Operating Systems and associated layered products (RT-11 V5.3 or prior, RSTS/E V9.6 or prior, RSX-11M V4.3 or prior, RSX-11M PLUS V3.0 or prior) (SOFTWARE TECHNOLOGY) and is prepared to grant a non-exclusive license to use such 
SOFTWARE TECHNOLOGY for personal, non-commercial purposes;

Whereas, CUSTOMER desires to enter into a License Agreement which will allow CUSTOMER to use such software technology at his or her residence for personal, non-commercial purposes; 

MENTEC and CUSTOMER agree as follows: 

1  DEFINITIONS

SOFTWARE TECHNOLOGY shall mean the binary versions of the PDP-11 Operating Systems (RT-11 V5.3 or prior, RSTS/E V9.6 or prior, RSX-11M V4.3 or prior, RSX-11M PLUS V3.0 or prior), and associated utilities and layered products that run on PDP-11 computers.

MENTEC’S INTELLECTUAL PROPERTY RIGHTS shall mean MENTEC’s patent, copyright and trade secret rights in its SOFTWARE TECHNOLOGY.

EMULATOR shall mean software owned by Digital Equipment Corporation that emulates the operation of a PDP-11 processor and allows PDP-11 programs and operating systems to run on non-PDP-11 systems. 

2  LICENSE GRANT

MENTEC grants to CUSTOMER a worldwide, non-exclusive, royalty-free license under MENTEC's INTELLECTUAL PROPERTY RIGHTS to use and copy the SOFTWARE TECHNOLOGY solely for personal, non-commercial uses in conjunction with the EMULATOR. 


3  TECHNOLOGY TRANSFER AND ACCEPTANCE 

3.1 CUSTOMER is responsible for obtaining copies of SOFTWARE TECHNOLOGY and accepts the SOFTWARE TECHNOLOGY "AS IS". 

3.2 MENTEC is under no obligation to supply SOFTWARE TECHNOLOGY, documentation, error corrections or updates to the SOFTWARE TECHNOLOGY if or when they become available, or to provide training, support or consulting for the SOFTWARE TECHNOLOGY. 


4   WARRANTY DISCLAIMER/LIMITATION OF LIABILITY

MENTEC DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY SOFTWARE TECHNOLOGY  
LICENSED TO CUSTOMER HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS.  IN NO EVENT SHALL MENTEC BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL  DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE OR DATA, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY SOFTWARE TECHNOLOGY LICENSED HEREUNDER.


5  INDEMNITY

CUSTOMER will hold MENTEC harmless against all liabilities, demands, damages, expenses, or losses arising out of use by CUSTOMER of SOFTWARE TECHNOLOGY or information furnished under this Agreement.  


6  TERM AND TERMINATION

6.1 This Agreement shall be effective until otherwise terminated.  Either party may terminate this Agreement at any time upon 30 days written notice. 

6.2 If CUSTOMER shall fail to perform or observe any of the terms and conditions to be performed or observed by it under this Agreement, MENTEC may in its sole discretion thereafter elect to terminate this Agreement, and this Agreement and all the obligations owed and rights granted herein to CUSTOMER shall immediately terminate. 

6.3 The parties agree that the termination of this Agreement shall not release either party from any other liability which shall have accrued to the other party at the time such termination becomes effective, nor affect in any manner the survival of any right, duty or obligation of either party.
 
6.4 In the event of any termination of this Agreement for any reason, CUSTOMER shall delete all original and all whole or partial copies and derivatives of the SOFTWARE TECHNOLOGY from his or her computer system. CUSTOMER further shall cease to use and distribute the SOFTWARE TECHNOLOGY 
in all forms immediately upon the date of termination. 


7  GENERAL TERMS 

7.1 This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

7.2 This Agreement imposes personal obligations on CUSTOMER. CUSTOMER shall not assign any rights under this Agreement not specifically transferable by its terms without the written consent of MENTEC.

7.3 The SOFTWARE TECHNOLOGY obtained under this Agreement may be subject to US and other government export control regulations.  CUSTOMER assures that it will comply with these regulations whenever it exports or re-exports a controlled product or technical data obtained from MENTEC or any product produced directly from the SOFTWARE TECHNOLOGY. 
 
7.4 The waiver of a breach hereunder may be effected only by a writing signed by the waiving party and shall not constitute a waiver of any other breach. 

7.5 CUSTOMER acknowledges that he has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the Agreement between the parties which supersedes all communications and understanding between the parties relating to the subject matter of this Agreement.


 
