
PROGRAM LICENSE AGREEMENT

Please read the terms and conditions of this license agreement (the "License") carefully before installing the Evaluation Copy of Pro/ENGINEER Wildfire software enclosed herewith (the "Program").  BY INDICATING YOUR ACCEPTANCE AS PROVIDED FOR BELOW YOU ARE AGREEING TO THE TERMS OF THIS LICENSE.  This License constitutes the entire agreement concerning the Program between you and Parametric Technology Corporation, 140 Kendrick Street, Needham, Massachusetts 02494 ("PTC") and supersedes any prior proposal, representation, or understanding between you and PTC or any of its authorized resellers with respect to the Program.  Production versions of the Program are governed by a separate license agreement designated for production versions.

1.	License Grant.    PTC hereby grants you a non-exclusive license to use the Program, free of charge, solely to evaluate the Program for an evaluation period as stated in the applicable Program Documentation (not to exceed 6 months).  The Program may be programmed to cease functioning after the evaluation period and may do so without warning.  Use of the Program for commercial or production purposes is prohibited.  PTC retains all rights not expressly granted.  The Program and its related user documentation ("Documentation") may not be copied.

2.	PTC's Rights.   You acknowledge and agree that the Program and Documentation (collectively, the "Licensed Products") are proprietary products of PTC protected under international copyright law and disclosed to you by PTC in confidence.   You shall not cause or permit the decompilation, disassembly or reverse engineering of the Program or disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of the Licensed Products, in whole or in part, to any third party without the prior written consent of PTC.  You shall not use the Licensed Products for commercial timesharing, rental, or service bureau use.  You shall take all reasonable steps to safeguard the Licensed Products.  You further acknowledge and agree that all right, title and interest in and to the Licensed Products (and all copies thereof), including associated intellectual property rights, are and shall remain with PTC and its licensors.  This Licen
se conveys to you only a limited right of use revocable in accordance with the terms and conditions of this License, not an interest in or to the Licensed Products.  In the event that you fail to comply with any terms and/or conditions hereof, PTC shall have the right to terminate this License.

3.	Warranty.   THE LICENSED PRODUCTS HAVE BEEN PROVIDED BY PTC WITHOUT CHARGE EXCEPT FOR SHIPPING AND HANDLING AND CONSEQUENTLY ARE PROVIDED AS IS AND WITHOUT WARRANTY  PTC AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  PTC DOES NOT WARRANT THAT THE PROGRAM, ITS USE, OPERATION OR YOUR ABILITY TO USE THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL PROGRAM ERRORS WILL BE CORRECTED.  THE PROGRAM IS INTENDED TO BE USED ONLY BY TRAINED PROFESSIONALS AND IS NOT TO BE A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, TESTING, SAFETY AND UTILITY.  YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE PROGRAM INCLUDING THE ADEQUACY OF INDEPENDENT TESTING OF RELIABILITY AND ACCURACY OF ANY ITEM DESIGNED BY USING THE PROGRAM.

4.	Limitations of Liability.   THE ENTIRE LIABILITY OF PTC, ITS SUBSIDIARIES AND ITS LICENSORS WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING (BUT NOT LIMITED TO) ANY LIABILITY FOR BREACH OF WARRANTY, OR FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENT, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL OR PROPRIETARY RIGHTS BY THE LICENSED PRODUCTS, OR THEIR USE SHALL NOT EXCEED THE CHARGES PAID BY YOU FOR SHIPPING AND HANDLING.  IN NO EVENT SHALL PTC ITS SUBSIDIARIES OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES TO YOU OR ANY OTHER PARTY WHETHER ARISING OUT OF CONTRACT OR FROM TORT INCLUDING LOSS OF DATA, COSTS OF COVER OR OTHER SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  PTC'S CUMULATIVE LIABILITY FOR ANY DAMAGES SHALL IN NO EVENT EXCEED THE LICENSE FEE PAID FOR USE OF THE LICENSED PRODUCTS.

The limitations and exclusions set forth in this Section 4 shall not apply to any claim in respect of death or personal injury if contrary to any applicable law.

5.	Export.  You shall not export or re-export, directly or indirectly, or provide to any other person or entity for their own use of for export or re-export, the Program or Documentation, or any technical data related thereto, without first complying with all applicable export control regulations of any jurisdiction to which you or the Licensed Products are subject, including, without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce or other governmental authority.  PTC may terminate your license to use Licensed Products in its entirety, effective immediately and without advance notice, if PTC or an agency of the U.S. Government determines that a U.S. export license or other U.S. governmental approval is required for you to obtain or use (or continue to use) the Licensed Products.  You will indemnify PTC against any damage, loss, liability or expense (including attorneys' fees) that PTC may incur as a result of your failure to comply with this Section.

6.	Other Terms.   If you purchased a license for the Program in Canada, you agree to the following:  The parties hereto confirm that it is their wish that this License as well as any other documents relating hereto, including notices, has been and shall be written in the English Language (Les parties aux presentes confirment leur volonte que cette le License de meme que tous les documants y compris y tout avis qui s'y rattache soient rediges en langue anglaise).  If you purchased a license for the Program in a country which has adopted the EEC Computer Software Directive, and you want to make the Program interoperable with other software, you must contact PTC to inquire whether such interoperability can be achieved with available PTC software, upon such notification, PTC at its sole discretion will (i) provide to you (at a reasonable fee) interface information/software or (ii) consent to your decompilation of the Program to the extent (in either case) required by applicable law.

7.	Third Party Beneficiaries.   It is agreed that PTC's licensors are intended beneficiaries of this License and have the right to rely upon and directly enforce its terms.

8.	Consumers.   Nothing in these terms of this License affects any statutory rights of consumers that cannot be waived or limited by contract.

9.	General.   This License shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without reference to conflict of laws principles (and specifically excluding the U.N. Convention for the International Sale of Goods).  Jurisdiction of any disputes shall be in the courts of Massachusetts and you hereby submit to the personal jurisdiction of said courts.  Any actions arising out of this License must be commenced within one (1) year from the date the right, claim, demand or cause of action first occurred or be barred forever.  You may not assign this License or delegate any of your duties hereunder without the prior written consent of PTC.  All void or unenforceable terms are severable and independent of the enforceability of the remaining terms hereof.

U.S. Government Rights Notice. This Commercial Computer Software and Documentation, pursuant to FAR 12.212(a)-(b) (OCT'95) or DFARS 22.7.7202-1(a) and 227.7202-3(a) (JUN'95), is provided to the US Government under a limited commercial license only.  Contractor is Parametric Technology Corporation.

