IMPORTANT [PLEASE READ]: THE USE OF THE SOFTWARE LICENSED TO YOU IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT.  PLEASE READ THE ENTIRE AGREEMENT.  BY INSTALLING THE SOFTWARE LICENSED, YOU ACKNOWLEDGE THAT YOU READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT.  IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, COVALENT IS UNWILLING TO LICENSE THE SOFTWARE TO YOU.

This END USER LICENSE AGREEMENT ("Agreement") is entered into as of the date of execution ("Effective Date") by and between Covalent Technologies, Inc. and You ("Licensee").

1.	License Grant 
1.1	License.  Except with regard to the Trial Version (defined below) licensed to Licensee in Section 2, and subject to the terms and conditions of this Agreement (including Licensee's obligation to pay the License Fees), Covalent grants to Licensee a limited, non-exclusive, non-transferable, royalty-bearing, worldwide and perpetual license ("Territory") to download, install, execute and use Covalent's software bundle that Licensee has purchased from Covalent's website ("Licensed Software") (in machine-readable object code form only) on one (1) machine server only and its associated end-user documentation ("Documentation") solely for Licensee's internal business purposes and in accordance with the Documentation and any other limitations set forth in this Agreement.  Licensee is entitled to make one (1) backup copy of the Licensed Software, provided that Licensee reproduces all copyright and proprietary rights notices ("Notices") included in the original copy of the Licensed Software.
1.2	Transfers; Audit Rights.  Licensee may transfer the Licensed Software from the licensed server to another server of the same machine type and operation system platform only after receiving written authorization from Covalent.  Notwithstanding anything to the contrary in this Agreement, Licensee may not install or execute the Licensed Software on more servers than are licensed under this Agreement.  Covalent will have the right to audit Licensee to ensure Licensee's installation and use of the Licensed Software is in compliance with this Agreement.  
1.3	Ownership. The Licensed Software is not sold to Licensee.  No title or ownership passes as a result of this Agreement or any act under this Agreement. Covalent owns all copies of the Licensed Software however made.  The Licensed Software and Documentation, and all worldwide copyrights, patent rights, trademark, trade dress and service mark rights and trade secret rights and other proprietary and industrial property rights therein (including all applications and revisions and deletions thereto), are the exclusive property of Covalent and its suppliers.  All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Covalent and its suppliers.

2.	Trial Version of Licensed Software.
2.1	License.  If Licensee has not purchased a copy of the Licensed Software, but has requested a trial version of the Licensed Software ("Trial Version"), then, subject to the terms and conditions of this Section 2 and Section 3.1 below, Covalent hereby grants to Licensee a limited, non-exclusive, non-transferable, worldwide and royalty-free license to download, install, execute and use the Trial Version of the Licensed Software (in machine-readable object code form only) solely for Licensee's internal business purposes and in accordance with the Documentation and any other limitations set forth herein for a period of thirty (30) calendar days.
2.2	Conditions of Use.  Licensee may use the Trial Version on one (1) single computer only.  Licensee will not make a back-up or archival copy of the Trial Version.  Licensee will abide by all use restrictions that apply to the Licensed Software as stated in Section 3.1 below at all times.  Licensee must erase all copies of the Trial Version from any and all computers on which a copy was made no later than midnight on the thirtieth (30th) day following the Effective Date.
2.3	No Warranties.  THE TRIAL VERSION IS PROVIDED TO LICENSEE "AS IS" WITH ALL FAULTS.  THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE TRIAL VERSION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR A PARTICULAR NEED, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS OBTAINED  IS WITH LICENSEE.  IF COVALENT CANNOT DISCLAIM SUCH WARRANTIES UNDER APPLICABLE LAW, THEN THE SCOPE AND DURATION OF SUCH WARRANTIES WILL BE MINIMUM PERMITTED UNDER SUCH LAW.
2.4	Release.  Licensee acknowledges that the Trial Version contains only "weak encryption" and is therefore susceptible to hacking.  The Trial Version should be used for testing purposes only and Licensee should not use the Trial Version to secure communications.  Licensee hereby releases Covalent from any and all claims, either in contract or tort or any other legal theory arising out of  Licensee's installation and use of the Trial Version, and from any and all damages that arise therefrom.

3.	Restrictions on Use.
3.1	Restrictions.  Licensee acknowledges and agrees that the Licensed Software and the Trial Version and their sequence, structure, organization, and source code constitute valuable trade secrets of Covalent and its suppliers. Accordingly, Licensee agrees not to: (a) use the Licensed Software or the Trial Version except as expressly allowed under Sections 1 and 2, as applicable; (b) separate the component programs of the Licensed Software or the Trial Version for use on different computers; (c) modify, adapt, alter, publicly perform, publicly display, translate, or create derivative works from the Licensed Software or the Trial Version; (d) merge the Licensed Software or the Trial Version with other software; (e) sublicense, lease, rent, loan, distribute or otherwise transfer the Licensed Software or the Trial Version to any third party; (f) reverse engineer, de-compile, disassemble, or otherwise attempt to derive the source code for the Licensed Software or the Trial Version; or (g) allow any third party access to or use of Licensed Software or the Trial Version.
3.2	Open Source Software Programs.  The Licensed Software contains Open Source Software Programs, which may include some or all of the following: the Apache web server, Mod_perl, Tomcat and Commanche, which are developed by the Apache Software Foundation (http://www.apache.org/);  JSERV, which is developed by the Java Apache Project for use in the Apache JServ servlet engine project (http://java.apache.org/); PHP4, which is written by the PHP Development Team; mod_dav, which is developed by Greg Stein gstein@lyra.org for use in the mod_dav module for Apache (http://www.webdav.org/mod/dav/);   and, SDBM software developed by the University of California at Berkeley ("Open Source Software Programs"). Covalent licenses such Open Source Software Programs to Licensee only in accordance with the terms and conditions stated in Sections 1 and 2 above and the limitations of liability and warranty disclaimers stated in Sections 3.2(a) and 3.2(b) below.
(a)	No Warranty. THE OPEN SOURCE SOFTWARE PROGRAMS ARE PROVIDED BY COVALENT AND ITS SUPPLIERS "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPORSE ARE DISCLAIMED.
(b)	Limitation of Liability. IN NO EVENT WILL COVALENT OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, PROFITS, OR BUSINESS INTERRRUPUTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE OPEN SOURCE SOFTWARE PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

4.	Delivery, Installation, and Acceptance.  Covalent will provide Licensee with the access code necessary to download the Licensed Software after Licensee accepts the terms and conditions of this Agreement and pays all fees for the Licensed Software ("License Fees").  If Licensee requests delivery of the Licensed Software in CD-ROM format, Covalent will deliver the Licensed Software to Licensee in CD-ROM format within fourteen (14) days after its receipt of the License Fees. Licensee will be responsible for installing the Licensed Software on its computers as permitted under this Agreement.  Delivery will mean either: (a) for media, the transfer to Licensee of the first copy of Licensed Software, or (b) for electronic delivery, when the Licensee is provided with the appropriate access codes to download the Licensed Software.  The Licensed Software will be deemed accepted upon delivery.     

5.	License Fees and Payment.  Licensee will pay the License Fees to Covalent after Licensee agrees to the terms and conditions stated in this Agreement.  Licensee acknowledges and agrees that by installing the Licensed Software that Licensee agrees to such terms and conditions.  All payments must be made in U.S. dollars.  The License Fees exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges, and Licensee will be responsible for payment of all such taxes (other than taxes based on Covalent's net income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the License Fees or the delivery or license of the Licensed Software to Licensee.  

6.	Software Maintenance and Support Services.
6.1	Software Maintenance.  Covalent will provide Licensee with "Minor Upgrades" (as defined in this Section 6.1) for the Licensed Software free of charge during the term of this Agreement. "Minor Upgrade" means the release of the Covalent Software subsequent to the initial delivery in which Covalent has incorporated (i) accumulated corrections, (ii) enhancements, (iii) improvements, or (iv) new platform support, together with new or revised Documentation that properly describes the updated software.  A Minor Upgrade is indicated in the Covalent Software by version number changes to the third digit in the version number string (i.e., x.y.z, where an increment in the value of z identifies a Minor Upgrade).  In the event of a dispute as to whether a particular release is a Minor Upgrade, a new version, or new product, Covalent's categorization will be dispositive.
6.2	Virus Updates.  If the Licensed Software purchased by Licensee contains the virus DAT engine from Network Associates, Inc., then the Licensee is entitled to receive Virus Updates for the first twelve (12) months of this Agreement if and when Covalent receives such Virus Updates from Network Associates, Inc. ("Virus Update").  Subsequent to the first twelve (12) months of this agreement, Licensee will be required to pay the then-current fee charged by Covalent for Virus Updates ("Virus Update Fee").  COVALENT MAKES NO AND HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES TO LICENSEE REGARDING THE VIRUS UPDATES RECEIVED FROM NETWORK ASSOCIATES, INC
6.3	Support.  Covalent will provide Licensee support services regarding the installation and configuration of the the Licensed Software according to this Section 6.3 ("Support Services") for thirty (30) days following the date of purchase of the Licensed Software ("Support Period").  Covalent will respond to requests for Support Services made in accordance with this Section 6.3 within 24-hours of such request.  If Licensee has purchased a copy of Covalent's Secure Server Software, then Licensee may access Covalent's Support Services via telephone or on-line at Covalent's web address during the Support Period.  For all other software programs purchased by Licensee, Licensee may access Covalent's Support Services on-line at Covalent's web address during the Support Period.  Licensee may not access Covalent's Support Services via telephone for any software programs other than the Secure Server Software purchased by Licensee. Licensee should refer to Covalent's web site under the web page entitled "Support" for contact details and other information regarding the Support Services.  All requests for Support Services not made according to this Section 6.3  will be provided to Licensee, if at all, at Covalent's discretion and, if provided, billed to Licensee at Covalent's then current hourly rate.  Covalent has sole discretion whether to respond to or provide Software Maintenance and Support Services requested by Licensee that are not covered in this Agreement.

7.	Warranties.
7.1	Warranty. Covalent warrants that it has the necessary ownership rights or has obtained the necessary license rights to distribute the Licensed Software and grant the licenses granted to Licensee in this Agreement.  Except with regard to any Trial Version under Section 2 above, for a period of thirty (30) days after delivery ("Warranty Period"), Covalent warrants that the Licensed Software, and any media on which the Licensed Software contained, when used as permitted under this Agreement and in accordance with the instructions in the Documentation, will operate substantially as described in the Documentation.  Covalent does not warrant the Licensee's use of the Licensed Software will be error-free, virus-free or uninterrupted. Covalent will use commercially reasonable efforts to correct any reproducible error in the Licensed Software reported to Covalent by Licensee during the Warranty Period.  If Covalent determines that it is unable to correct the error, Covalent will refund to Licensee all License Fees actually paid, in which case this Agreement and Licensee's right to use the Licensed Software will be terminated.  Any such error correction provided to Licensee will not extend the original Warranty Period.
7.2	Disclaimers.  THE EXPRESS WARRANTIES IN SECTION 7.1 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED SOFTWARE, THE MINOR UPGRADES, THE VIRUS UPDATES AND THE SUPPORT SERVICES (REFERRED TO AS "SERVICES" IN THIS SECTION 7.2) INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  QUALITY, ACCURACY OR TITLE.  THERE ARE NO WARRANTIES AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE SERVICES OR AGAINST INFRINGEMENT.  THERE ARE NO WARRANTIES THAT THIS INFORMATION, COVALENT'S EFFORTS OR THE SERVICES WILL FULFILL ANY OF LICENSEE'S PARTICULAR PURPOSES OR NEEDS.  THE SERVICES ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND RESULTS OBTAINED IS WITH LICENSEE.  LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF COVALENT'S SUPPLIERS OR DISTRIBUTORS.  IF COVALENT CANNOT DISCLAIM SUCH WARRANTIES UNDER THE APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTIES WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
 
8.	INDEMNIFICATION.  Except in regard to the Open Source Software Programs and the Virus Updates contained in the Licensed Software, Covalent will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Licensed Software infringes any U.S. copyrights or misappropriates any trade secret rights as recognized under the California Uniform Trade Secrets Act, and Covalent will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are contingent upon Licensee giving Covalent timely notification of such suit or action, full control over such suit and action and, at Covalent's request and expense, cooperating with Covalent in such suit or action. Covalent will have no obligation under this Section 8 or otherwise with respect to any infringement claim based upon (i) any use of the Licensed Software not in accordance with this Agreement or for purposes not intended by Covalent, (ii) any use of the Licensed Software in combination with other products, equipment, software, or data not authorized by Covalent, (iii) any use of any release of the Licensed Software other than the most current release made available to Licensee, or (iv) any modification of the Licensed Software by any person other than Covalent or its authorized agents or subcontractors, and Licensee agrees to indemnify Covalent against all liability, damages and costs (including reasonable attorneys' fees) resulting from or related to such a claim.
THIS SECTION 8 STATES COVALENT'S ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS AND ANY OTHER THIRD PARTY CLAIMS.

9.	Limitation of Liability.  IN NO EVENT WILL COVALENT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL THEORY.  EXCEPT IN REGARD TO SECTION 8, COVALENT'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED SOFTWARE OR ANY OTHER SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO COVALENT ACCORDING TO THIS AGREEMENT.

10.	TERM AND TERMINATION.  EXcept in respect to the Trial Version licensed under Section 2 above, the term of this Agreement will begin on the Effective Date and will continue indefinitely unless terminated pursuant to this Section 10.  Licensee may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Covalent.  This Agreement will terminate without notice if Licensee breaches any provision in Section 1.2, 2.2 or 3.1 or if Licensee fails to pay any portion of the License Fees when due.  Upon termination of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, and Licensee must promptly stop all use of the Licensed Software and erase all copies of the Licensed Software from Licensee's computers.

11.	GENERAL.  Export Control.  Licensee will comply with all applicable export and import control laws and regulations of the United States and the foreign jurisdiction in which the Licensed Software is used and, in particular, Licensee will not export or re-export the Licensed Software without all required United States and foreign government licenses.  Licensee acknowledges and understands that the Licensed Software contains encryption technology that may require an export license from the U.S. State Department and that export or re-export of Licensed Software to certain entities and certain countries is prohibited. Licensee will defend, indemnify, and hold harmless Covalent from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.  Assignment.  Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Licensed Software) to any third party without Covalent's prior written consent.  Any attempted assignment or transfer in violation of the foregoing will be void.  No Waivers.  All waivers must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  U.S. Government End Users.  The Licensed Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Software with only those rights set forth therein.  Choice of Law.  This Agreement will be governed by the laws of the State of California in the United States of America, as such laws apply to contracts between California residents negotiated, executed and performed entirely within California.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal court in the Northern District of California or in state court in San Francisco County, California, and each party irrevocably submits to the exclusive personal jurisdiction and venue of any such court in any such action or proceeding.  This Agreement will be written and construed in the English language.  Survival. Sections 1.3 (Ownership), 2.3 (No warranties), 2.4 (Release), 3.1 (Restrictions on Use), 7.2 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 10 (Termination) and 11 (General) will survive the expiration or termination of this Agreement.  Licensee acknowledges and agrees that Section 9 will remain in full force and effect notwithstanding the failure of any essential purpose in Section 7.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.  This Agreement may be amended only by a written document signed by both parties.  The terms on any purchase order or similar document submitted by Licensee to Covalent will have no effect.
LICENSEE HEREBY AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

VERSION 1.0, (c) 2001 Covalent Technologies, Inc., All Rights Reserved.
