30-DAY TRIAL SOFTWARE LICENSE AGREEMENT for dba/m database manager

GENUS SOFTWARE, INC., a California corporation ("Genus") has developed and markets a Database Administration Tool known as dba/m for HP NonStop SQL Database. Any one who(Licensee) is desirous of evaluating the Product for the usefulness and feasibility of purchasing a production use license from Genus. The parties do agree as follow:

A. Licensee and Genus understand that this agreement creates no obligation to purchase a production license for dba/m

B. The term of evaluation period shall be for 30 days from the date of successful installation.

C. At the expiration of this 30 days evaluation period, upon prior verbal or written notice, Genus shall issue a standard invoice. Licensee shall either (i) accept such invoice as a regular production license fee and execute Genus Standard Production License Agreement or (ii) return all evaluation material and destroy all copies of the dba/m in Licensee computer system.

1 License Rights.

(a) Subject to the terms and conditions of this Agreement, Genus hereby grants to Licensee a restricted, non-exclusive, nontransferable, revocable right and license, during the term of this Agreement, to use the Products only (i) in object code form, (ii) at Licensee's facility at the address on the last page hereof, or such other site as Genus and Licensee may designate (the "Processing Site") and (iii) on the Designated Computer, solely for Licensee's own internal evaluation and testing of the Products' design functionality. Licensee acknowledges and agrees that it shall have no right to use the Products for the benefit of any customer or third party, nor shall it use the Products at more than one Processing Site at any one time.

(b) Licensee hereby acknowledges Genus's or Genus's licensor's copyright and other proprietary rights in and to the Products, and Genus's title to the Designated Computer(s). Licensee shall not duplicate all or any portion of the Products. In no event shall Licensee attempt to reverse engineer, decompile, disassemble, or otherwise reduce the Products or any component thereof to human-readable form, modify the Products or incorporate any portion of the Products into, or use the Products in connection with the development of, any other program or product. The Products and any other information provided by Genus to Licensee and any rights granted hereunder may not be sold, assigned, subcontracted, sublicensed, pledged, charged or otherwise transferred, in whole or in part, by Licensee.

2. Deliverables. Within thirty (30) days of the date of this Agreement, Genus shall deliver the Products, as well as copies of the user documentation portion of the Products, to Licensee

3 Support. Genus is under no obligation to support the Products in any way, nor to provide modifications, updates, bug fixes, or error corrections. In the event Genus, in its sole discretion, supplies modifications, updates, bug fixes or error corrections to Licensee, such modifications, updates, bug fixes and error corrections shall be deemed Products hereunder and shall be licensed to Licensee under the terms and conditions of this Agreement.

4. Licensee's Duties. Licensee agrees, during the term of this Agreement, to evaluate and test the Products in accordance with the terms of this Agreement. Licensee shall provide Genus with a report to Genus at the conclusion of the term of this Agreement, setting forth the tests performed by Licensee, the results of such tests, and any recommended action for modification of the Products based on the results of such tests.

5. Limited Warranty and Liability.

(a) THE PRODUCTS ARE PROVIDED "AS IS" AND GENUS DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR WARRANTIES CONCERNING THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR OTHER ECONOMIC LOSS ARISING OUT OF THE DELIVERY, INSTALLATION, FURNISHING, MAINTAINING OR USE OF THE PRODUCTS OR ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Termination. Either party may terminate this Agreement upon five (5) days' written notice to the other party. Genus may terminate this Agreement immediately in the event that Licensee shall materially breach any of its provisions or take any action in derogation of Genus's, or Genus's licensor's, rights to the Products. Within ten (10) days of any termination of this Agreement, Licensee shall return to Genus the Designated Computer(s) and the originals of the Products, and shall further either return or destroy and account for all copies thereof at Licensee's expense. The provisions of Sections 1(b), 5, 6 and 7 shall survive the expiration or any termination of this Agreement.

7 Confidentiality; Non-Disclosure.

(a) Licensee hereby agrees to keep as confidential, and not to discuss with or disclose to any third party, the nature of the Products and the results of Licensee's evaluation thereof.

(b) Licensee acknowledges that Genus may use the results of licensees recommendations and tests in future releases/enhancements and literature. Licensee acknowledges no ownership in same or requirements of confidentiality on the part of Genus.

(c) Licensee hereby acknowledges and agrees that: (i) the Products constitute and contain valuable Proprietary Information of Genus and its licensors, embodying substantial creative efforts and confidential information, ideas and expressions; (ii) Licensee shall instruct and require all of its employees, agents, and contractors who have access to the Proprietary Information to maintain the confidentiality thereof; (iii) Licensee shall exercise at least the same degree of care (but no less than reasonable care) to safeguard the confidentiality of the Proprietary Information as Licensee would exercise to safeguard the confidentiality of Licensee's own confidential property; and (iv) Licensee shall not disclose Genus's Proprietary Information, or any part or parts thereof, to any of its employees, agents, or contractors except on a "need to know" basis. Licensee agrees not to disclose or otherwise provide to any third party, without the prior written consent of Genus, any data or other information produced, obtained or created by Licensee in connection with Licensee's evaluation of the Products. Licensee agrees to undertake whatever action is necessary to remedy any breach of its confidentiality obligations herein set forth or any other unauthorized disclosure of the Proprietary Information by Licensee, or its employees, agents or contractors. Licensee further agrees not to remove or destroy any proprietary or confidential legends or marking placed upon or contained within Genus's Proprietary Information. The obligations of this Section 7(a) shall survive for a period of five (5) years from the termination or expiration of this Agreement.

(d) The provisions of this Section 7 shall not apply to any Proprietary Information of Genus that: (i) is known by Licensee prior to the time of disclosure as shown by the files of Licensee in existence at the time of the disclosure; (ii) is generally known and available in the public domain; (iii) becomes part of the public domain through no fault of Licensee; (iv) is independently developed by the Licensee; (v) is rightfully received by Licensee from a third party without a duty of confidentiality on the third party; (vi) is disclosed by Genus to a third party without a duty of confidentiality on the third party, Licensee; or (vii) is disclosed by Licensee with Genus's prior written approval. Additionally, Licensee may disclose Proprietary Information of Genus to the extent required by law or regulation, under confidentiality obligations to the extent reasonably possible. Before making any such disclosure, Licensee shall notify Genus of the circumstances requiring such disclosure and the confidentiality measures adopted.

(e) "Proprietary Information" means information and data of Genus and Licensee in written, graphic or machine-readable form which is furnished to one party by the other hereunder and which is marked "confidential" or otherwise contains a proprietary legend. Without limiting the generality of the foregoing, "Proprietary Information" of Genus shall include, without the necessity of the "confidential" marking or other proprietary legend, the Products and all other technical manuals and computer software relating to the Products, and all know-how and technology required to utilize the Products and such other manuals and software.

THE FOREGOING IS AN AGREEMENT WITH THE GENUS SOFTWARE, INC. BY CLICKING ON THE "I ACCEPT" BUTTON YOU ARE (I) REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY YOU REPRESENT AND (II) CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "I DO NOT ACCEPT" BUTTON AND YOU WILL NOT ASSENT TO THIS AGREEMENT.