END-USER LICENSE AGREEMENT ("AGREEMENT") FOR Nortel Networks NA, Inc. ("Nortel Networks") CONTIVITY VPN CLIENTS FOR MACINTOSH, LINUX, SOLARIS, AIX AND HP-UX BY CLICKING ON THE "Install" BUTTON OR TYPING "Y" FOR "YES", YOU ("LICENSEE") ARE CONSENTING TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT INSTALL OR USE THIS SOFTWARE. This Agreement shall govern the use of Nortel Networks Contivity VPN Client software for Macintosh, Linux, Solaris, AIX and HP-UX and the accompanying user manuals, on-line help services, web sites and other instructions (collectively, the "Client Software") provided to the Licensee under either the DM0021009, DM0021010, DM0021011 or DM0021012 Extranet Access Client Software License ("Use and Distribution License"). The Client Software provided under this License is proprietary to Nortel Networks and its suppliers. This Client Software License was purchased by Licensee in conjunction with the purchase of a "Nortel Networks Extranet Access Switch." LICENSE GRANT. Licensee is hereby granted a non-exclusive and non-transferable license to use the Client Software under the following terms: - Licensee shall use the Client Software and allow its employees and authorized agents to use the Client Software solely in conjunction with the work for Licensee, subject to all of the limitations and restrictions in this License. - Licensee shall use the Client Software only in conjunction with the Nortel Networks Extranet Access Switch purchased by the Licensee. - Licensee is allowed to install and use the Client Software on the number of computers permitted under the associated Use and Distribution License . Licensee may purchase additional licenses for additional computers at any time, subject to Nortel Network's then current applicable price and terms. - Licensee, its employees, and its agents may make a reasonable number of additional copies of the Client Software only for safekeeping (archives) or backup purposes, provided, that all copyright notices and proprietary, restricted or limited rights legends are reproduced. - All of the authorized copies of the Client Software, including the principal copies and back-up copies, must be kept in the possession and under the control of Licensee, its employees and agents. - Licensee may not modify, translate, adapt, decompile, disassemble, decrypt, extract, or otherwise reverse engineer or attempt to discover the confidential source and techniques incorporated in the Client Software. Licensee may not create derivative software based on the Client Software or any trade secret or proprietary information of Nortel Networks or its suppliers. - Nortel Networks and its suppliers retain title to the Client Software, all intellectual property rights in the Client Software and all copies of the Software (including copies made by Licensee under this License). Nortel Networks and its suppliers reserve all rights not expressly granted by this License. - If this License is for an upgrade from an earlier version of the Client Software, the license to the earlier version shall terminate automatically without further notice thirty (30) days after the Client Software is placed in service under this License. The earlier version of the Client Software shall not be used simultaneously with the upgrade. - Except as otherwise provided above, Licensee shall not provide, or otherwise make available, any Client Software, in whole or in part, in any form, to any third party. - Nortel Networks and it suppliers shall have the right to enforce the provisions of this license against Licensee. EXPORT COMPLIANCE. Licensee agrees not to export, directly or indirectly, any Products, Software, Software Release, or related technical data or information without first obtaining any required export licenses or other governmental approvals. Without limiting the foregoing, Licensee, on behalf of itself and its subsidiaries and affiliates, agrees that it will not, without first obtaining all export licenses and approvals required by the United States government, (i) export, re-export, transfer, or divert any such Client Software, Client Software Release, or technical data, or any direct product thereof, to any country to which such exports or re-exports are restricted or embargoed under United States export control laws and regulations, or to any national or resident of such restricted or embargoed countries, or (ii) provide any Product, Client Software, Client Software Release or related technical data or information to any military end user or for any military end use, including the design, development, or production of any chemical, nuclear, or biological weapons. Federal Government. This Client Software is Commercial Computer Software under Federal Government Acquisition Regulations and agency supplements to them. The Client Software is provided to the Federal Government and its agencies only under the Restricted Rights Provisions of the Federal Acquisition Regulations applicable to Commercial Computer Software developed at private expense and not in the public domain. If this product is licensed by a DoD agency, such agency's rights in this product are governed by the restrictions in the Technical Data - Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202 or any successor regulation. If this product is licensed by any other agency or instrumentality of the United States of America, use, duplication and disclosure are subject to restriction as set forth in subparagraphs (a)- (d) of the rights in Technical Data and Computer Software clause at FAR 52.227-19 or any successor regulation. LIMITED WARRANTY. Nortel Networks and its suppliers warrant that, for ninety (90) days after Licensee first purchases the Client Software License (the "warranty period"), (i) the Client Software will substantially operate as stated in the user documentation provided with the Client Software and (ii) the Software media will be substantially free from defects. This limited warranty does not cover anything caused by accident of abuse or by use of the Client Software other than for its reasonably intended purposes and as recommended in the accompanying user documentation. Also, Nortel Networks and its suppliers do not warrant that the operation of the Client Software will be uninterrupted or error free. EXCEPT AS STATED IN THE LIMITED WARRANTY CLAUSE, NORTEL NETWORKS AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTIES. IN PARTICULAR, NORTEL NETWORKS AND ITS SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT DISCLAIMED EFFECTIVELY WILL BE LIMITED TO THE NINETY (90) DAY WARRANTY PERIOD. BREACH OF WARRANTY. If, during the Warranty Period, Licensee reports any breach of warranty to Nortel Networks, as provided under the LIMITED WARRANTY CLAUSE, and Nortel Networks and its suppliers are reasonably able to verify that breach, Nortel Networks and its suppliers will, at their option, either (i) correct or replace the Client Software or media, (ii) help Licensee work around or avoid the problem or (iii) allow Licensee to return the Client Software, all accompanying documentation and all other accompanying written materials in the original packaging for a full refund. If Licensee returns the Client Software for a refund, Licensee may not retain or use the Client Software, and Licensee must immediately destroy all back-up copies and any other copies of the Client Software in its possession or control. RIGHTS OR REMEDIES. THE REMEDIES STATED IN THE BREACH OF WARRANTY CLAUSE ARE LICENSEE'S ONLY RIGHTS OR REMEDIES, AND WILL BE NORTEL NETWORKS' AND ITS SUPPLIERS' ONLY LIABILITY OR OBLIGATION, FOR ANY BREACH BY NORTEL NETWORKS OR ITS SUPPLIERS OF ANY WARRANTY. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. NEITHER NORTEL NETWORKS NOR ITS AFFILIATES NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE CLIENT SOFTWARE OR ITS USE OR THIS LICENSE, EVEN IF NORTEL NETWORKS OR ITS AFFILIATES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NORTEL NETWORKS' OR ITS AFFILIATES' OR ITS SUPPLIERS' LIABILITY FOR ANY CLAIM RELATING TO THE CLIENT SOFTWARE OR ITS USE OR THIS LICENSE, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY LICENSEE. (c) 2002, Nortel Networks NA, Inc. and its suppliers. All rights reserved.