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TERMS AND CONDITIONS OF SOFTWARE LICENSE

1. GRANT OF LICENSE; USE RESTRICTIONS. In consideration for the payment of a license fee, ESP grants to LICENSEE a personal, nontransferable (except as provided below) and nonexclusive right to use the SOFTWARE on one (1) computer system, solely for LICENSEE's internal business purposes. LICENSEE agrees that it shall not reverse compile or disassemble any portion of the SOFTWARE not already provided by ESP in source code form.
2. OWNERSHIP OF SOFTWARE. LICENSEE agrees that no title to the SOFTWARE, or the intellectual property in any of the SOFTWARE, or in any SOFTWARE copy, is transferred to LICENSEE, and that all rights not expressly granted to LICENSEE hereunder are reserved by ESP. This license is not a sale of the original SOFTWARE or any copy thereof.
3. TRANSFER RESTRICTIONS. If LICENSEE transfers ownership, or otherwise disposes, of a computer system for which a license for the SOFTWARE was purchased, provided that the transferee agrees to accept the terms and conditions of this AGREEMENT, LICENSEE may transfer the SOFTWARE and all licenses and rights in SOFTWARE granted under this AGREEMENT to such transferee, provided that all SOFTWARE copies are also transferred.
4. DISCLOSURE RESTRICTIONS. LICENSEE agrees to not disclose or otherwise disseminate software licensing information, including the so-called "license key" provided to LICENSEE by ESP, to third parties other than ESP or its official distributors. Should LICENSEE violate this restriction, LICENSEE shall comply with the termination clause of this license and pay a penalty fee of $1000 US per offense or $100,000 US, whichever is greater. This restriction does not apply if the license is being transferred according to the rules in paragraph 3.
5. TERMINATION. If licensee fails to fulfill any of LICENSEE's material obligations under this AGREEMENT, ESP may, at any time thereafter, and in addition to any other available remedies, terminate this AGREEMENT and all licenses and rights granted to LICENSEE under this AGREEMENT. Upon termination of this AGREEMENT, LICENSEE shall, within thirty (30) days after termination, deliver to ESP all removable media and documentation containing the SOFTWARE, and shall render unusable all copies of the SOFTWARE placed in any storage apparatus.
6. GOVERNING LAW. This License is governed by the laws of the State of Maryland, U.S.A., excluding choice of law rules. If any part of this License is found to be in conflict with the law, that part shall be interpreted in its broadest meaning consistent with the law, and no other parts of the License shall be affected.
7. U.S. GOVERNMENT USERS. This SOFTWARE is provided with RESTRICTED RIGHTS. If you are a unit or agency of the United States Government or are acquiring the Software for any such unit or agency, the following applies:

   If the unit or agency is the Department of Defense ("DOD"), the SOFTWARE and its documentation are classified as "commercial computer software" and "commercial computer software documentation" respectively and, pursuant to DFAR Section 227.7202, the Government is acquiring the SOFTWARE and its documentation in accordance with the terms of this License. If the unit or agency is other than DOD, the SOFTWARE and its documentation are classified as "commercial computer software" and "commercial computer software documentation" respectively and, pursuant to FAR Section 12.212, the Government is acquiring the SOFTWARE and its documentation in accordance with the terms of this License.

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