Nuera

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Software License Agreement

Any software product, including any documentation relating to or describing such software, provided by Nuera (hereafter collectively called "Software") is furnished to Buyer under a nonexclusive, non-transferable license solely for Buyer's own use only on the single processor on which the Software is first installed. The Software may not be copied, in whole or in part, except for archival purposes, to replace a defective copy, or for program error verification.

Any other provisions notwithstanding, Buyer will not reverse compile, disassemble, modify, or alter any Software.

Unless earlier terminated by Nuera as herein provided, the term of each paid-up license shall expire at such time as Buyer discontinues use of the applicable Software on the single processor specified above but otherwise shall be without restriction as to time.

No title to, or ownership of, the Software or any of its parts, including, but not limited to, the intellectual property in the Software, is transferred to the Buyer. All applicable rights in patents, copyrights, and any other trade secrets in the Software shall remain with Nuera. Software provided hereunder is proprietary to Nuera, and the Buyer agrees to secure and protect the Software and copies thereof in a manner consistent with the maintenance of Nuera's trade secret rights therein and to take appropriate action by instruction or agreement with its employees who are permitted to the Software or copies thereof to satisfy its obligation hereunder.