Java Project X Technology Release 2
Source Software License Agreement

SUN MICROSYSTEMS, INC., ("SUN") IS WILLING TO LICENSE THE "SOFTWARE" AS
DEFINED IN SECTION 1.(A) OF THIS AGREEMENT TO LICENSEE ONLY ON THE
CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT.
PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "ACCEPT" BUTTON.
BY CLICKING ON THE "ACCEPT" BUTTON, LICENSEE ACKNOWLEDGES THAT LICENSEE
HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS.
IF LICENSEE DOES NOT ACCEPT THESE LICENSE TERMS, SUN DOES NOT GRANT ANY
LICENSE TO THE SOFTWARE, AND LICENSEE SHOULD CLICK ON THE "REJECT"
BUTTON TO EXIT THIS PAGE.
1.      LICENSE GRANT
(A)     Definition of Software
        "Software" means the "Java Project X Technology Release 2"
experimental XML software in source form, any portions of the software
code provided in binary form, and any user manuals, programming guides
and other documentation provided to Licensee by Sun under this
Agreement. 

(B)     Sun's Limited Grant to Licensee
        (1) Internal Source Evaluation
        Sun grants Licensee a non-exclusive, non-transferable
royalty-free right to use the Software internally for the purposes of
evaluation only, except as otherwise permitted in Section 1(B)(2) below.

        (2) Commercial Binary Distribution
        Sun grants Licensee a non-exclusive, non-transferable,
royalty-free right to reproduce and distribute the Software in binary
form only provided that Licensee complies with the following: (i)
distribute the Software in binary form only complete and unmodified,
only as part of, and for the sole purpose of running Licensee's software
program ("Program") into which the Software is incorporated or bundled;
(ii) do not remove or alter any proprietary legends or notices contained
in the Software; (iii) only distribute the Program subject to a license
agreement that protects Sun's interests consistent with the terms
contained herein; and (iv) agree to indemnify, hold harmless, and defend
Sun and its licensors from and against any claims or lawsuits, including
attorney's fees, that arise or result from the use or distribution of
the Program.

(C)     License Restrictions
        Licensee may not duplicate the Software in source form other
than for a single copy of Software for archival purposes only. Licensee
agrees to reproduce any copyright and other proprietary right notices on
any such copy. Except as explicitly provided by this Agreement, Licensee
may not rent, lease, loan, sell, or distribute the Software in whole or
part, to any third party. No right, title, or interest in or to any
trademarks, service marks, or trade names of Sun or Sun's licensors is
granted hereunder. No license to any other Sun intellectual property is
granted hereunder.

(D)     Licensee's Grant to Sun and Indemnification of Sun
        Licensee grants to Sun a non-exclusive, unrestricted, perpetual,
worldwide, royalty-free license to use any modifications, in source and
binary code form, that Licensee makes to the Software that are the
original work of Licensee ("Modifications"). Licensee will deliver
Modifications to Sun upon request. Licensee's grant to Sun includes the
right to copy, modify, create derivative works from, sublicense and
distribute Modifications. Licensee will defend and indemnity Sun from
all claims of any nature for damages arising out of Sun's use or
distribution of Modifications, and will pay all damages and costs
awarded by a court of final appeal attributable to such claim.
(E)     Aircraft Product and Nuclear Applications Restriction
        LICENSEE ACKNOWLEDGES THAT SOFTWARE IS NOT DESIGNED OR INTENDED
FOR USE IN ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION
OR AIRCRAFT COMMUNICATIONS; OR IN THE DESIGN, CONSTRUCTION, OPERATION OR
MAINTENANCE OF ANY NUCLEAR FACILITY. SUN DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY OF FITNESS FOR SUCH USES.
2.      Ownership 
(A)      Software 
        As between Sun and Licensee, Sun is and will be the sole and
exclusive owner of all right, title and interest in and to the Software
and other than the limited rights granted to Licensee in this Agreement,
Licensee will not acquire any right, title or interest in the Software. 
(B)      Modifications 
        Licensee will own Modifications; however, Licensee's use of the
Modifications will be limited solely to Licensee's internal,
noncommercial uses.

3.      Confidentiality
(A)             For purposes of this Agreement, "Confidential
Information" means all technical information and any source code or
binary code which Sun discloses to Licensee under this Agreement.
Licensee may not disclose Confidential Information or use it except for
the purposes specified in this Agreement. Licensee will protect the
confidentiality of Confidential Information to the same degree of care,
but no less than reasonable care, as Licensee uses to protect its own
Confidential Information. Licensee's obligations regarding Confidential
Information will expire no less than five (5) years from the date of
receipt of the Confidential Information, except for Sun source code
which will be protected in perpetuity. Licensee agrees that the Software
contains trade secrets of Sun.
(B)             Notwithstanding any provisions contained in this
Agreement concerning nondisclosure and non-use of the Confidential
Information, the obligations of Section 3.(A) above will not apply to
any portion of Confidential Information that a Licensee can demonstrate
in writing is: (i) now, or hereafter through no act or failure to act on
the part of Licensee becomes, generally known to the general public;
(ii) known to Licensee at the time of receiving the Confidential
Information without an obligation of confidentiality; (iii) hereafter
rightfully furnished to Licensee by a third party without restriction on
disclosure; or (iv) independently developed by Licensee without any use
of the Confidential Information.
(C)             Licensee must restrict access to Confidential
Information to its employees or contractors with a need for this access
to perform their employment or contractual obligations and who have
agreed in writing to be bound by a confidentiality obligation which
incorporates the protections and restrictions substantially as set forth
in this Agreement.
(D)     It is understood and agreed that, notwithstanding any other
provision of this Agreement, Licensee's breach of the provisions of
Section 3 of this Agreement will cause Sun irreparable damage for which
recovery of money damages would be inadequate, and that Sun will
therefore be entitled to seek timely injunctive relief to protect Sun's
rights under this Agreement in addition to any and all remedies
available at law.

4.      TERM, Termination and survival
(A)     The Agreement is effective until terminated. 
(B)     Either party may terminate this Agreement upon ten (10) days'
written notice to the other party. However, Sun may terminate this
Agreement immediately should any Software become, or in Sun's opinion be
likely to become, the subject of a claim of infringement of a patent,
trade secret or copyright.
(C)     Sun may terminate this Agreement immediately should Licensee
materially breach any of its provisions or take any action in derogation
of Sun's rights to the Confidential Information licensed to Licensee.
(D)     Upon termination or expiration of this Agreement, Licensee will
immediately cease use and destroy the Software and any copies thereof
and provide Sun a written statement certifying that Licensee has
complied with the foregoing obligations.
(E)     Rights and obligations under this Agreement which by their
nature should survive, will remain in effect after termination or
expiration hereof.
5.      DISCLAIMER OF Warranty
        LICENSEE ACKNOWLEDGES THAT: (i) THE SOFTWARE IS NONCOMMERCIAL,
EXPERIMENTAL SOFTWARE; (ii) THE SOFTWARE MAY CONTAIN ERRORS, DESIGN
FLAWS OR OTHER PROBLEMS WHICH CANNOT OR WILL NOT BE CORRECTED BY SUN;
(iii) THE SOFTWARE MAY NOT FUNCTION FULLY OR ADEQUATELY UPON
INSTALLATION; (iv) IT MAY NOT BE POSSIBLE TO MAKE THE SOFTWARE
FUNCTIONAL; (v) USE OF THE SOFTWARE MAY RESULT IN UNEXPECTED RESULTS,
LOSS OF DATA OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO LICENSEE; AND (vi)
SUN IS UNDER NO OBLIGATION TO CONTINUE FURTHER DEVELOPMENT OF THE
SOFTWARE OR RELEASE THE SOFTWARE AS A PRODUCT FROM SUN. THE SOFTWARE IS
PROVIDED TO LICENSEE "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH
DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 
6.      MAINTENANCE AND SUPPORT
        Sun has no obligation to provide maintenance, error corrections,
updates or support for the Software under this Agreement.
7.      Limitation of Liability
        TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SUN'S AGGREGATE
LIABILITY TO LICENSEE OR TO ANY THIRD PARTY FOR CLAIMS RELATING TO THIS
AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL BE LIMITED TO THE FEES
PAID BY LICENSEE FOR SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CLAIMS.
IN NO EVENT WILL SUN BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA
OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF
IN TORT, EVEN IF SUN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF
ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS
ESSENTIAL PURPOSE.

        LICENSEE WILL HOLD SUN HARMLESS FROM ANY CLAIMS BASED ON
LICENSEE'S USE OF THE SOFTWARE AND FROM ANY CLAIMS THAT LATER VERSIONS
OR RELEASES OF ANY SOFTWARE FURNISHED TO LICENSEE ARE INCOMPATIBLE WITH
THE SOFTWARE PROVIDED TO LICENSEE UNDER THIS AGREEMENT.
8.      Government User
        Software is provided solely under the terms and conditions of
this Agreement. The FAR and/or DFAR or any other U.S. Government Agency
provisions relating to Rights in Data, Computer Software and/or
Technical Data do not apply, even though some of the terms of those
provisions may be similar to provisions stated herein.
9.      Export Law
        Licensee acknowledges and agrees that this Software and/or
technology is subject to the U.S. Export Administration Laws and
Regulations. Diversion of such Software and/or technology contrary to
U.S. law is prohibited. Licensee agrees that none of this Software
and/or technology, nor any direct product therefrom, is being or will be
acquired for, shipped, transferred, or reexported, directly or
indirectly, to proscribed or embargoed countries or their nationals, nor
be used for nuclear activities, chemical biological weapons, or missile
projects unless authorized by the U.S. Government. Proscribed countries
are set forth in the U.S. Export Administration Regulations. Countries
subject to U.S. embargo are: Cuba, Iran, Iraq, Libya, North Korea,
Syria, and the Sudan. This list is subject to change without further
notice from Sun, and Licensee must comply with the list as it exists in
fact. Licensee certifies that it is not on the U.S. Department of
Commerce's Denied Persons List !
or affiliated lists or on the U.S. Department of Treasury's Specially
Designated Nationals List. Licensee agrees to comply strictly with all
U.S. export laws and assumes sole responsibility for obtaining licenses
to export or reexport as may be required.
        Licensee is responsible for complying with any applicable local
laws and regulations, including but not limited to, the export and
import laws and regulations of other countries.
10.     Governing Law, Jurisdiction and Venue
        Any action related to this Agreement shall be governed by
California law and controlling U.S. federal law. The U.N. Convention for
the International Sale of Goods and choice of law rules of any
jurisdiction shall not apply. The parties agree that any action shall be
brought in the United States District Court for the Northern District of
California or the California superior Court for the County of Santa
Clara, as applicable, and the parties hereby submit exclusively to the
personal jurisdiction and venue of the United States District Court for
the Northern District of California and the California Superior Court of
the county of Santa Clara.
11.     NO ASSIGNMENT
        Neither party may assign or otherwise transfer any of its rights
or obligations under this Agreement, without the prior written consent
of the other party, except that Sun may assign its right to payment and
may assign this Agreement to an affiliated company.
12.     OFFICIAL LANGUAGE
        The official text of this Agreement is in the English language
and any interpretation or construction of this Agreement will be based
thereon. In the event that this Agreement or any documents or notices
related to it are translated into any other language, the English
language version will control.
13.     ENTIRE AGREEMENT
        This Agreement is the parties' entire agreement relating to the
Software. It supersedes all prior or contemporaneous oral or written
communications, proposals, warranties, and representations with respect
to its subject matter, and following Licensee's acceptance of this
license by clicking on the "Accept" Button, will prevail over any
conflicting or additional terms of any subsequent quote, order,
acknowledgment, or any other communications by or between the parties.
No modification to this Agreement will be binding, unless in writing and
signed by an authorized representative of each party.

