All of the items included in this distribution are licensed to you under the terms and conditions of the following agreement.


POSC Software License Agreement (March, 2001)

SOFTWARE LICENSE AGREEMENT OF PETROTECHNICAL OPEN SOFTWARE CORPORATION ("VENDOR")

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions

The Software Product is licensed (not sold) to you, and Vendor owns all copyright, trade secret, patent and other proprietary rights in the Software Product. The term "Software Product" includes all copies of documentation and sample implementations of any of POSC's Software Integration Platform Specifications, Version 3.0.

 2. License

a. Authorized Use. Subject to the terms and conditions set forth in this Agreement, Vendor grants to Licensee and Licensee accepts a non-exclusive, non-transferable, license to use, display, modify and distribute works prepared from the Software Product.

b. Derivative Rights. Licensee shall own all rights in modifications and derivative works of the Software prepared by or for Licensee. All rights in the Software Product, or any portion thereof, which remain in any such modification or derivative work, shall remain with Vendor and shall remain subject to the terms of this Agreement. Each copy or portion thereof of the Software Product shall include the intellectual property notice or notices appearing in or on the corresponding portions of such materials as delivered by Vendor hereunder.

c. Distribution. Licensee shall have no right to distribute in its original form any Software Product licensed under this agreement.

d. Patents and Copyrights. Vendor grants to Licensee a non-exclusive, non-transferable, worldwide license under any patents and copyrights owned or licensed by Vendor at anytime during the term of this Agreement only to the extent necessary:

e. Trademarks. No right is granted herein to use any identifying mark owned by, or used to identify any product or service of, Vendor in the name of any derivative work of the Software Product offered or furnished to customers by Licensee.

f. Title. Title and ownership right and intellectual property rights in and to the Software Product shall remain with Vendor and/or with suppliers to Vendor of programs contained in the Software Product.

3. Limited Software Product Warranty

For 90 days from the date of shipment, Vendor warrants that the media (for example, Compact Disk) on which the Software Product is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. Vendor does not warrant the contents of the Software Product or that it will be error free. The Software Product is furnished "AS IS" and without warranty of any kind as to the performance or results you may obtain by using the Software Product. The entire risk as to the results and performance of the Software Product is assumed by you. To obtain warranty service during the 90-day warranty period, you may return the Software Product (postage paid) with a description of the problem to Vendor. The defective media in which the Software Product is contained will be replaced at no additional charge to you.

4. Disclaimer of Warranty And Limitation of Remedies

a. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VENDOR HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. IN NO EVENT WILL VENDOR’S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

b. Vendor’s entire liability and your exclusive remedies are limited to the remedies specified by this Agreement.

5. Termination

This Agreement is effective until terminated. You may terminate it at any time by destroying the Software Product, including all computer programs and documentation, and erasing any copies residing on computer equipment.

This Agreement also will terminate if you do not comply with any terms or conditions of this Agreement. Upon such termination you agree to destroy the Software Product and erase all copies residing on computer equipment.

6. Export

Licensee shall not export or re-export the Software Product except in compliance with United States export laws and regulations.

7. General

Licensee is responsible for installation, management and operation of the Software Product.

This agreement shall be governed by the laws of the State of Texas.