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THIS LICENSE AGREEMENT is made this the ________day of ______ 19____by and between the University of Southern California, a non-profit corporation organized and existing under the laws of the State of California, having its principal place of business at University Park, Los Angeles, California 90089, USA, (hereinafter referred to as ?USC?) and ___________________________________________________, having its principal office at ________________________________________________, (hereinafter called ?LICENSEE?).

WHEREAS, USC has developed and owns certain computer program modules and data files known collectively as the LOOM System (hereinafter referred to as ?LOOM?); LOOM is a system which allows one to encode knowledge in a fashion which facilitates its exploitation by artificial intelligence applications as more particularly described herein; and,

WHEREAS, LICENSEE desires to obtain from USC a non-exclusive, non-transferable, license to use the aforementioned LOOM, at its _____________________________________ site located at ___________________________________________, hereafter called ?SITE?; (Each SITE being hereby defined as a geographically clustered set of buildings used by the LICENSEE for which the computers housed therein are, or could reasonably be, connected via a local area net.)

NOW, THEREFORE, in consideration of the mutual covenants, conditions and provisions contained herein, USC hereby grants to LICENSEE a non-transferable, non-exclusive license (?LICENSE?) to use the physical property described below as the ?Licensed Material? upon the terms and conditions hereinafter set forth; and LICENSEE hereby accepts such license subject to said terms and conditions.

1. Licensed Material. The licensed material consists of the documentation and executable forms of the LOOM system, including: source, object, and virtual address space images; any knowledge bases or other data specifically adapted for use with the executable forms of the LOOM system; any tools or executable processes specifically adapted to produce data usable in the LOOM system; any listings of them; and any user and/or reference materials or updates to them. The LOOM system facilitates the development of knowledge bases realized in the form of (framebased) structured inheritance networks. LOOM provides tools for defining, viewing, and debugging these knowledge bases. LOOM also provides a high-level programming language (defined as an extension of Common Lisp) which can be used to program interactions between an application program and associated LOOM knowledge bases.

2. Term. The term of this Agreement shall be for an initial period of three (3) years from the date first appearing herein, and shall automatically continue for additional one (1) year periods unless:

a. Either party sends a written notice of termination to the other party no later than sixty (60) days prior to the expiration of the initial three (3) year period or any extension thereof as applicable; or,

b. The agreement shall have been earlier terminated pursuant to paragraph 12 hereof; or,

c. This Agreement and the LICENSE(S) granted hereunder shall immediately terminate if any assignment is made of LICENSEE?S business for the benefit of creditors, a receiver or similar officer is appointed to take charge of all or any part of