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LOOM SITE LICENSE AGREEMENT

(OVERSEAS/NON-COMMERCIAL)

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

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LICENSEE?S property, LICENSEE is generally failing to pay its debts as they become due, or LICENSEE has suspended business operations.

d. IF THIS AGREEMENT IS TERMINATED AS PROVIDED FOR HEREIN, ALL PROVISIONS REGARDING PROPRIETARY RIGHTS, DISCLAIMERS OF WARRANTIES, AND LIMITATIONS OF LIABILITY SHALL SURVIVE TERMINATION.

3. Consideration. During the term of this Agreement, USC agrees to provide LICENSEE with the license to use LOOM. As consideration for this License, LICENSEE covenants and agrees to abide by all the terms and conditions of this Agreement.

4. Maintenance and Update Services. Updates and repairs may be distributed electronically over the ARPA Network as they become available. The degree and extent of such assistance shall be at USC?s sole option.

5. Title. LICENSEE agrees that the Licensed Material is, and shall at all times remain, the property of USC. LICENSEE shall have no right, title or interest therein or thereto except as expressly set forth in this Agreement.

6. Government Rights. The Licensed Material was partially developed under Federal Contract numbers MDA903-87-C-0641, MDA903-81-C-0335, and F30602-81-K-0056, and the Government holds license rights under DAR 7-104.9 (a)(c)(1). At no time shall any LICENSEE use the Licensed Material in any manner which conflicts or interferes with such governmental license rights.

7. Export Control. Notwithstanding any other provision of this Agreement, LICENSEE agrees that it will not export, directly or indirectly, any licensed material or any U.S. source technical data acquired from USC, or any products using the Licensed Material or any such data, to any country restricted by the Export Administration Regulations or any other country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the U.S. Department of Commerce or other appropriate agency of the United States Government when required by any applicable Federal statute or regulation. In addition, any transfer of Licensed Material outside of the LICENSEE?s SITE requires written authorization from USC in the form of a separate SITE License signed by an authorized representative of both USC and LICENSEE.

IF, IN THE EVENT OF ANY SUCH TRANSFER BY LICENSEE TO ANY COUNTRY OR ORGANIZATION BY ANY MEANS WHATSOEVER, WHETHER DIRECTLY OR INDIRECTLY, IN CONTRAVENTION OF THIS AGREEMENT OR IN CONTRAVENTION OF ANY LAW(S) OR REGULATION(S) OF THE UNITED STATES OF AMERICA, AND AS A RESULT OF SAME, USC SHOULD IN ANY WAY BE FOUND TO BE LIABLE TO THE GOVERNMENT OF THE UNITED STATES OR ANY AGENCY OR SUBDIVISION THEREOF, LICENSEE SHALL TOTALLY INDEMNIFY AND HOLD USC HARMLESS FROM ANY AND ALL SUCH CLAIMS, DAMAGES, FINES, PENALTIES AND ANY AND ALL HARM WHATSOEVER.

8. Duplication and Disclosure. LICENSEE agrees that, except to the extent the LICENSEE can clearly demonstrate by means of written records that the licensed material was lawfully in its possession before receipt from USC and that such lawful possession was not in contravention of this or any other similar site license between USC and any third party, or, to the extent that such

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Licensed Material has become freely available through the public domain, LICENSEE agrees that all such Licensed Material is provided for the exclusive use of LICENSEE on CPUs located at SITE and that all Licensed Material shall be held in strict confidence as proprietary to USC. Furthermore, such licensed material shall not be exploited for commercial use without the prior express written consent of USC. The Licensed Material may only be duplicated as reasonably necessary to LICENSEE?s sole use of the Licensed Material under this Agreement. The Licensed Material shall not be disclosed to others in whole or part without the prior express written permission of USC. Such prohibitions on disclosure shall not apply to disclosure by LICENSEE to its employees and consultants if and to the extent that such disclosure is reasonably necessary to LICENSEE?s use of the Licensed Material, and provided further, that LICENSEE shall take all reasonable steps (including, but not limited to, all steps that LICENSEE takes with respect to information, data, and other tangible and intangible property of its own that it regards as confidential and/or proprietary) to ensure that such Licensed Material is not disclosed or duplicated in contravention of the provisions of the Agreement by any such employees or consultants.

Upon written request, LICENSEE shall provide USC information regarding the steps taken by LICENSEE to ensure such confidentiality, and shall further be required to take such additional steps as USC may, in its sole reasonable judgment an discretion, deem appropriate to ensure the continued confidentiality and to protect USC?s proprietary interests in the Licensed Material.

9. Warranty and Limitation of Liability. USC warrants that it has title to the Licensed Material and has the right to make the License grants set forth herein. EXCEPT AS EXPRESSLY PROVIDED HEREIN, USC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE LICENSED MATERIAL, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

USC shall not be liable for, and LICENSEE hereby assumes the risk of and will release and forever discharge USC, its agents, officers, assistants any and all employees thereof either in their individual capacities or by reason of their relationship to USC and/or its successors, with respect to any expense, claim, liability, loss or damage (including any incidental or consequential damage) either direct or indirect whether incurred, made or suffered by LICENSEE or by any third party, in connection with or in any way arising out of the furnishing, performance or use of the Licensed Material.

10. Alterations and Modifications. LICENSEE may make any alterations, variations, modifications, additions or improvements to USC?s proprietary Licensed Material, at its own risk and expense for its own use and may merge Licensed Material into other program material to form an updated work. Upon discontinuance of the License for such proprietary Licensed Material, the proprietary Licensed Material supplied by USC will be completely removed from the updated work. Any modification or combination shall not dilute or limit USC?S rights with respect to those portions of the derivative LOOM (in original, modified or combined form) incorporating such LOOM. Any portion of the Licensed Material included in an updated work shall remain subject to all of the other terms of this Agreement, including those terms contained in Article 7 hereof.

11. License Statement of Use. On USC?s request, but not more frequently than annually, on or about ________________________1, of each year LICENSEE shall furnish to USC a written

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statement, certified by an authorized representative of LICENSEE, that the use of the Licensed Material by LICENSEE and/or any of its subsidiaries has been reviewed and that the Licensed Material is being used solely in accordance with the terms and provisions of this Agreement.

12. Default. Should LICENSEE fail to observe, keep, perform, or follow any of the terms and/or provisions of this Agreement as required of it, and should such failure not be cured within ten (10) days from the date of written notice by USC of such failure, USC may, at its option do any one or more of the following:

a. Terminate the License herein granted;

b. Take possession of any or all items of Licensed Material with reasonable notice, wherever they may be located. LICENSEE hereby waives any and all claims for damage occasioned by such taking;

c. In the event of any unauthorized use of the Licensed Material, including, but not limited to unauthorized disclosure to third persons or use by LICENSEE of the material at facilities other than those identified in Paragraph 8 above, USC shall have, at its option, the right in addition to its other rights and remedies as contained herein, to recover from LICENSEE an amount equal to any and all amount(s) received by LICENSEE on account of such unauthorized use;

d. To pursue any remedy at law or in equity. Notwithstanding repossession, of the Licensed Material, or any other rights or remedies which USC may have, LICENSEE is and shall remain liable for the full performance of all of the obligations on its part to be performed pursuant to this Agreement.

13. Legal Expenses. In the event that legal action is taken by either party to enforce this Agreement whether such legal action is necessary or not, all costs and expenses, including reasonable attorneys? fees, incurred by the prevailing party in exercising any of its rights or remedies hereunder or in enforcing any of the terms, conditions, or provisions hereof shall be paid by the other party.

14. Assignment. Without the prior written consent of USC, LICENSEE shall not (a) assign, transfer, pledge, or hypothecate this Agreement, the License Material or any part thereof or any interest therein or (b) sublet or lend the Licensed Material or any part thereof, or permit the Licensed Material or any part thereof to be used by anyone except as specifically authorized by Paragraph 8 above. Any consent to any of the foregoing prohibited acts shall apply only in the given instance and shall not be deemed a consent to any subsequent similar act nor a consent to any other act. Subject always to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto, their successors and assigns.

15. Severability. If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law of a federal, state, or local government having proper jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby.

16. Governing Law. This agreement shall be construed and enforced according to the laws of the State of California as applied to contracts made and to be performed in California.

17. Paragraph Headings. The headings herein are inserted for convenience only and shall not be construed to limit or modify the scope of any provision of this Agreement.

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18. Post-Termination. Upon termination of this License for any reason, all Licensed Materials and copies thereof shall be turned to USC or their destruction certified by LICENSEE in writing.

19. Installations. Under the terms hereof, LICENSEE is entitled to install copies of Licensed Material only on CPUs located at SITE. Installations at an unlicensed site will necessitate a separate site license agreement for each site.

20. Entire Agreement. This Agreement contains all of the agreements, representations, and understandings of the parties hereto and supersedes any previous understandings, commitments or agreements, whether oral or written. This Agreement may be modified or amended at any time only by the signed written agreement of both parties.

21. Notice. Any notice under this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, and shall be deemed sufficiently given, if given to USC- Information Sciences Institute, addressed as follows:

USC-Information Sciences Institute
Intelligent Systems Division
4676 Admiralty Way, Suite 1001
Marina del Rey, California 90292-6695, USA
Attention: Dr. Robert MacGregor

and if given to LICENSEE, addressed as follows:

_________________________________________________

The date such notice shall be deemed to have been given shall be the date seven (7) days subsequent to the date of such mailing, Both parties agree to give the other party prompt, written notice of any change in the address or of a designated individual for receipt of notice hereunder.

22. Relationship of Parties. The relationship of the parties is that of independent contractors. No one party is the agent of the other and neither party is authorized to act on behalf of the other party.

23. USC Rights. Nothing contained in any section or paragraph of this Agreement shall be construed so as to in any way limit USC?s right to sell, give, pledge, hypothecate, or use in any fashion which it may, in its sole and total discretion, deem appropriate any and/or all of the Licensed Material.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

UNIVERSITY OF SOUTHERN CALIFORNIA ________________________________

By____________________________________ By______________________________

Name Dennis F. Dougherty Name___________________________

Title Sr. Vice President, Administration Title_____________________________

Date__________________________________ Date_____________________________ revised 11/7/94