NORTEL NETWORKS SOFTWARE LICENSE AGREEMENT

NOTICE:  Please carefully read this license agreement before copying or using the accompanying 
software or installing the hardware unit with pre-enabled software (each of which is referred to as 
"Software" in this Agreement). The Software is licensed not sold.  Nortel Networks grants you a 
license to a copy of the Software only in the country where you acquired the Software. You obtain 
no rights other than those expressly granted you under this license.  BY COPYING OR USING 
THE SOFTWARE, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS 
LICENSE AGREEMENT.  THE TERMS EXPRESSED IN THIS AGREEMENT ARE THE 
ONLY TERMS UNDER WHICH NORTEL NETWORKS WILL PERMIT YOU TO USE THE 
SOFTWARE.  

1.  License Grant.  Nortel Networks Inc. ("Nortel Networks") grants the end user of the Software 
("Licensee") a personal, nonexclusive, nontransferable license:  a) to use a copy of the Software 
either on a single computer or, if applicable, on designated hardware specified by Nortel Networks 
for which it was originally acquired to the extent of the activation or authorized usage level;  b) to 
make a copy of the Software solely for backup purposes in support of authorized use of the 
Software;  and c) to use and copy the associated user manual solely in support of authorized use of 
the Software by Licensee.  

2.  Restrictions on use; reservation of rights.  The Software and user manuals are protected under 
copyright laws.  Nortel Networks and/or its licensors retain all title and ownership in both the 
Software and user manuals, including any revisions made by Nortel Networks or its licensors. The 
copyright notice must be reproduced and included with any copy of any portion of the Software or 
user manuals.  Licensee shall not a) use, copy, modify, transfer or distribute the Software except as 
expressly authorized; b) reverse assemble, reverse compile, reverse engineer or otherwise translate 
the Software; c) create derivative works or modifications unless expressly authorized; or d) 
sublicense, rent or lease the Software. Licensors of intellectual property to Nortel Networks are 
beneficiaries of this provision.  Except as expressly provided in this Agreement, Licensee may not 
copy or transfer the Software or user manuals, in whole or in part.  The Software and user manuals 
embody Nortel Networks' and its licensors' trade secret, confidential and proprietary intellectual 
property.  Licensee shall not sublicense, assign or otherwise disclose to any third party the Software, 
or any information about the operation, design, performance, or implementation of the Software and 
user manuals which is confidential to Nortel Networks and its licensors, however Licensee may 
grant permission to its consultants, subcontractors and agents to use the Software at Licensee's 
facility provided they have agreed to use the Software only in accordance with the terms of this 
license. Licensors of intellectual property to Nortel Networks are beneficiaries of this provision. 

3.  Limited warranty. Nortel Networks warrants each item of Software, as delivered by Nortel 
Networks and properly installed and operated on Nortel Networks hardware or other equipment it is 
originally licensed for, to function substantially as described in its accompanying user manual 
during the specified warranty period.  If any item of Software fails to so function during its warranty 
period, as the sole remedy, Nortel Networks will at its discretion provide a suitable fix, patch or 
workaround for the problem which may be included in a future Software release.  Nortel Networks 
further warrants to Licensee that the media on which the Software is provided will be free from 
defects in materials and workmanship under normal use for a period of 30 days from the date 
Software is first shipped to Licensee.  Nortel Networks will replace defective media at no charge if 
it is returned to Nortel Networks during the warranty period along with proof of the date of 
shipment.  This warranty does not apply if the media has been damaged as a result of accident, 
misuse, or abuse.  The Licensee assumes all responsibility for selection of the Software to achieve 
Licensee's intended results and for the installation, use, and results obtained from the Software.  
Nortel Networks does not warrant a) that the functions contained in the Software will meet the 
Licensee's requirements, b) that the Software will operate in the hardware or software combinations 
that the Licensee may select, c) that the operation of the Software will be uninterrupted or error free, 
or d) that all defects in the operation of the Software will be corrected. Nortel Networks is not 
obligated to remedy any Software defect which cannot be reproduced with the latest Software 
release. These warranties do not apply to the Software it has been (i) altered, except by Nortel 
Networks or in accordance with its instructions, (ii) used in conjunction with another vendor's 
product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident 
or negligence. THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE 
REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, 
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE. Licensee is responsible for the security of its own 
data and information and for maintaining adequate procedures apart from the Software to 
reconstruct lost or altered files, data or programs.

4.  Limitation of liability. IN NO EVENT WILL NORTEL NETWORKS OR ITS LICENSORS 
BE LIABLE FOR ANY COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM 
INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN 
CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, EVEN IF NORTEL 
NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO 
EVENT SHALL THE LIABILITY OF NORTEL NETWORKS RELATING TO THE 
SOFTWARE OR THIS AGREEMENT EXCEED THE PRICE PAID TO NORTEL NETWORKS 
FOR THE SOFTWARE LICENSE.

5.  Government Licensees. This provision applies to all Software and documentation acquired 
directly or indirectly by or on behalf of the United States Government. All Licensed Software 
available under this License is commercial computer software and commercial computer software 
documentation and, in the event Licensed Software is licensed for or on behalf of the United States 
Government, the respective rights to the Licensed Software and associated documentation are 
governed by Nortel Networks standard commercial license in accordance with U.S. Federal 
Regulations at 48 C.F.R. Sections 12.212 (for non-DoD entities) and 48 C.F.R. 227.7202 (for DoD 
entities).
 
6. Use of Software in the European Union.  This provision applies to all Software acquired for 
use within the European Union.  If Licensee uses the Software within a country in the European 
Union, the Software Directive enacted by the Council of European Communities Directive dated 14 
May, 1991, will apply to the examination of the Software to facilitate interoperability. Licensee 
agrees to notify Nortel Networks of any such intended examination of the Software, and may 
procure support and assistance from Nortel Networks.

7.  Term and termination.  This license is effective until terminated; however those restrictions 
relating to use and disclosure of Nortel Networks' confidential information shall continue in effect.  
Licensee may terminate this license at any time.  The license will automatically terminate if 
Licensee fails to comply with any of the terms and conditions of the license or ceases to use the 
Software.  Upon termination for any reason, Licensee will immediately destroy or return to Nortel 
Networks the Software, user manuals, and all copies.  Nortel Networks is not liable to Licensee for 
damages in any form solely by reason of the termination of this license.

8. Export and Re-export.  Licensee agrees not to export, directly or indirectly, the Software or 
related technical data or information without first obtaining any required export licenses or other 
governmental approvals. Without limiting the foregoing, Licensee, on behalf of itself and its 
subsidiaries and affiliates, agrees that it will not, without first obtaining all export licenses and 
approvals required by the United States government: (i) export, re-export, transfer or divert any 
such Software or technical data, or any direct product thereof, to any country to which such exports 
or re-exports are restricted or embargoed under United States export control laws and regulations, or 
to any national or resident of such restricted or embargoed countries; or (ii) provide the Software or 
related technical data or information to any military end user or for any military end use, including 
the design, development or production of any chemical, nuclear, or biological weapons.

9.  General.  If any provision of this Agreement is held to be invalid or unenforceable by a court of 
competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force 
and effect.  This Agreement will be governed by the laws of the State of New York, exclusive of its 
conflict of laws provisions.


LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, 
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 
LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE ENTIRE AND 
EXCLUSIVE AGREEMENT BETWEEN NORTEL NETWORKS AND LICENSEE, WHICH 
SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND 
COMMUNICATIONS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER 
OF THIS AGREEMENT. NO DIFFERENT OR ADDITIONAL TERMS WILL BE 
ENFORCEABLE AGAINST NORTEL NETWORKS UNLESS NORTEL NETWORKS GIVES 
ITS EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS 
OF THIS AGREEMENT.
	 	120696