The Object Group, Inc

The following Non-disclosure, Licensing, and Service Agreement governs the software licensed and the services provided by The Object Group, Inc. Please read this Agreement carefully. After you have read the Agreement, if you agree to be bound to the terms of the Agreement, please indicate your consent by clicking the "I Agree" link that follows this Agreement at the bottom of the screen.

NON-DISCLOSURE, LICENSING, AND SERVICE AGREEMENT This Non-Disclosure, Licensing, and Service Agreement is made between the user, a corporation (User), that wishes to use generated source code (Generated Source Code) produced by DB2Factory, an application development enablement tool to produce third generation source code, for data models submitted by the User (Data Models), and The Object Group, Inc., an Illinois corporation, with its principal place of business at 1306 West Cornelia, Chicago, Illinois 60657 (TOGI), the independent developer and sole proprietor of DB2Factory and provider of services under this Agreement. TERMS AND CONDITIONS During the term of this Agreement, and subject to its terms and conditions, User may access TOGI's computer Web site at db2factory.com (Web site) to submit data models and receive, in turn, Generated Source Code appropriate for the model. 1. Licenses. Subject to the terms and conditions of this Agreement, TOGI hereby grants to User a nonexclusive, nontransferable, revocable license to use the Generated Source Code. Generated Source Code is to be used solely to operate programs related to the User's internal corporate business. This license specifically excludes the use of Generated Source Code for User's clients or other third parties. 2. Right To License. TOGI represents that it has all necessary and appropriate rights and licenses to grant this license and that neither this license nor performance under this license conflicts with any other agreement or obligation to which TOGI is a party or by which it is bound. 3. Right of Access. Upon acceptance of this of this Agreement, User shall pay TOGI a licensing fee determined by the Pricing Schedule currently in force and found at www.db2factory.com/pricing.htm. Upon receipt of this fee and the name and address of a representative for purposes of receiving notice on behalf of User, TOGI shall issue a log-in identification (Log-in Id) and password (Password) to User. The Log-in id and Password must be used by the User in order to submit data models to or receive Generated Source Code or support from the Web site. 4. Term. The term of this license shall be for one (1) year and will run from the date that User consents to the terms of this Agreement by clicking the "I Accept" box at the bottom of the screen following this Agreement. 5. Non-Disclosure of Proprietary Information. Proprietary Information includes DB2Factory, the Generated Source Code, and the documentation provided by TOGI to User, the parties' proprietary code and documentation and all other information and data furnished by TOGI to User or by User to TOGI, whether in oral, written, graphic, or machine-readable form, marked or otherwise identified as confidential. TOGI and User agree to hold the Proprietary Information that they each receive from the other in confidence and not to show or disclose it to any third parties. TOGI and User will each use reasonable means, not less than that used to protect its own proprietary information, to safeguard the Proprietary Information of the other party. Each shall store the Proprietary Information that it receives from the other party in a safe place. Violation of the provisions contained in this section by either party shall be immediate grounds for termination of this Agreement. The obligations of non-disclosure and confidentiality contained in this section shall survive the termination of this Agreement. 6. Prohibited Activities. User is expressly prohibited from using the Generated Source Code for User's clients or other third parties. User is prohibited from removing TOGI's copyright and trade secret notices, restricted rights legends, and other notices from the Generated Source Code and agrees to reproduce such notices and legends on code produced by its modification of the Generated Source Code (Modified Code). User and User's employees and its parent company and subsidiaries, if any, are prohibited from transmitting Generated Source Code on the Internet or on bulletin board servers. USER AGREES AND REPRESENTS THAT IT WILL APPRISE ALL EMPLOYEES AND ITS PARENT COMPANY AND SUBSIDIARIES, IF ANY, THAT USE OR HAVE ACCESS TO THE GENERATED SOURCE CODE OF THE PROVISIONS CONTAINED IN THIS SECTION AND SECTION 5 OF THIS AGREEMENT. VIOLATION OF ANY PROVISION IN THIS SECTION SHALL BE THE BASIS FOR THE IMMEDIATE TERMINATION OF THIS AGREEMENT. 7. Ownership. User acknowledges that ownership of DB2Factory is and will remain with TOGI. User shall have no rights or property interest in the Generated Source Code. TOGI acknowledges that User will have property rights to the Modified Code and that TOGI will have no property rights or interests in the Modified Code other than those attaching to the use of the DB2Factory and the Generated Source Code and identified in section 9 of this Agreement. 8. Use of Generated Source Code. User explicitly agrees that Generated Source Code will be for User’s internal use only and that User will not use or distribute the Generated Source Code internally in any manner that will jeopardize TOGI's ownership rights in the DB2Factory and the Generated Source Code, including transmission of Generated Source Code on the Internet or on bulletin board servers. 9. Copyright Notice. User shall insure that the following copyright notice is displayed on the initial screens of Generated Source Code, documentation for Generated Source Code, and at the beginning of all Modified Code: DB2Factory Copyright © 2000 The Object Group, Inc. All Rights Reserved. Licensed to [User’s Name]. Violation of the provisions contained in this section by User shall be immediate grounds for termination of the license contained in this Agreement. 10. Limited Warranty. Each party represents and warrants to the other that it has all power and authority to enter into this Agreement and perform its obligations under this Agreement. Each party further represents and warrants to the other that its properly authorized representatives have reviewed, understood, approved, and ratified this Agreement, including all of its terms and conditions, and that its duly authorized representative has executed this Agreement. TOGI warrants and represents that it is not currently bound by any other agreements, restrictions, or obligations which do or would in any way interfere or be inconsistent with this Agreement. TOGI further warrants that the Generated Source Code will perform substantially in accordance with on-line documentation accompanying it. 11. Disclaimer of Warranties. OTHER THAN THOSE WARRANTIES SET FORTH IN SECTIONS 2, 7, and 10 OF THIS AGREEMENT, TOGI SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. Limitation of Liability. In no event shall either party be liable for any loss of profit or any other commercial damage, including but not limited to, special, incidental, consequential, or other indirect damages under any cause of action arising out of or relating to this Agreement, including, without limitation, claims arising from malfunctions or defects in the Generated Source Code, even if a party has been advised of the possibility of such damages. 13. Remedies. In no event shall either party's liability for any claim arising out of this Agreement exceed the amount paid to TOGI by User under this Agreement. No claim may be brought by either party under this Agreement more than two (2) years after accrual of such claim. 14. Termination. Upon termination of this Agreement for any breach, User shall immediately cease using Generated Source Code and shall return to TOGI all copies and backup copies of Generated Source Code and all copies of the documentation in the possession of User or its parent company or subsidiaries, if any. Sections 5, 6, 9, 10, 11, 12, 13, and 16 of this Agreement shall survive its termination. 15. Indemnification. TOGI shall indemnify, defend, and hold User and its employees, subcontractors, and parent company harmless from any claims, demands, liabilities, losses, damages, judgments, or settlements, including all related reasonable costs and expenses including attorney's and legal fees, directly or indirectly resulting from any claimed infringement or violation of any copyright, patent, or other intellectual property right arising out of or related to use of , provided TOGI is promptly informed in writing of such claim. TOGI shall have the right to control all such claims, lawsuits, and other proceedings. In no event, shall User settle any such claim, lawsuit, or proceeding without TOGI's prior written approval. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Illinois. 17. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement. User specifically acknowledges and agrees that this Agreement will be in full force and effect and will govern all of its on-line requests for and receipt of Generated Source Code. 18. Notice. Any notice, given under this Agreement shall be deemed given when mailed to a party by certified mail, return receipt requested, to, unless otherwise specified in this Agreement, the address set forth below, or to such other addresses as the parties shall notify each other from time to time: If to User: to the person identified pursuant to section 3 of the Agreement. If to TOGI: The Object Group, Inc. 306 West Cornelia Chicago, Illinois 60657 Attn: Legal Department cc: Law Offices of Ruth E. VanDemark 225 West Washington Street Suite 2200 Chicago, Illinois 60606 Attn: Ms. Ruth E. VanDemark 19. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 20. Waiver. No waiver by any party of any breach or of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement.

ACCEPTANCE OF TERMS AND CONDITION OF THIS AGREEMENT

I have carefully read the terms and conditions of this Agreement. As a duly authorized representative of the User corporation, I have the authority to accept or decline to accept the terms of this Agreement and, if I accept, to bind the User to them.

I agree            I do not agree

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