EULA.txt

LICENSE, SUPPORT, AND SERVICES AGREEMENT 
General Conditions

This License Support and Services Agreement is an agreement between the 
entity receiving the accompanying product(s), documentation or services 
("Customer") and Axway Inc. (or, based on where Customer acquired the 
licenses, one of its affiliates) ("Axway"). This Agreement, including 
any and all Order Forms and SOWs (as defined below) (collectively, this 
"Agreement"), governs the products(s), documentation and services that 
accompany this Agreement.  

Click-through Agreement. BY INSTALLING, COPYING OR USING THE PRODUCT(S) OR 
DOCUMENTATION ACCOMPANYING THIS AGREEMENT AND/OR CLICKING ON THE "I 
ACCEPT" BUTTON OF ANY ELECTRONIC VERSION OF THIS AGREEMENT, YOU (AS THE 
INDIVIDUAL SIGNING OR CLICKING ON THIS AGREEMENT) AS THE CUSTOMER 
REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED ON BEHALF OF CUSTOMER 
TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, AND CUSTOMER CONSENTS 
TO AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  
IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS 
AGREEMENT, CLICK THE "I DO NOT ACCEPT" BUTTON. IF THIS IS AN ELECTRONIC 
VERSION OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE PRODUCT(S) OR 
DOCUMENTATION, AND IMMEDIATELY RETURN THE PRODUCT(S) AND DOCUMENTATION TO 
AXWAY.

ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1. In this Agreement and any 
Schedules, Order Forms or Statements of Work ("SOWs"), the following terms 
are defined as follows, and additional definitions applicable to the Order 
Forms are included in Attachment A: 
"Additional Services" means the Services described in Article 7 as 
contained in any Order Forms or SOWs; 
"Agreement" means these General Conditions and the Software/Services Order 
Form (or Specific Conditions) and Schedules (together, the "Order Form"); 
"Business Partner" or "Trading Partner" means any external computer 
interoperating with a Licensed Component through one or more protocols, one 
or more networks, or one or more adapters; 
"Defect" means a reproducible error or defect in the Product that prevents 
it from operating materially in accordance with its Documentation; 
"Delivery" means delivery of license keys which unlock the Licensed 
Component, enabling electronic delivery of the Licensed Component for 
download, or shipment of one or more CD ROMs or DVDs which contain the 
Licensed Component, or shipment of the Hardware Product; 
"Documentation" means the documents delivered with 
the Product which contains Axway's published specifications and user guide 
of the Product;
"Effective Date" for an Order Form means the date when Customer executes an 
Order Form unless specified otherwise in an Order Form; 
"Hardware Product" means any hardware appliance or other item of equipment 
that is delivered to Customer; 
"Licensed Component" means the computer program described in the Order 
Form, as well as: 
(i) the Documentation, in either machine-readable or printed form; and 
(ii) all entire or partial authorized copies of such items made by 
Customer; and 
(iii) any software release provided by Axway to Customer (provided that 
Customer is still a subscriber to Support Services); 
"Operating Environment" means any operating system based environment 
hosting the running of a Licensed Component, defined by its resources: 
Computer, its number of CPUs, its number of Cores per CPUs, its number of 
Partitions, the type of its Partitions and the number of CPUs per 
Partitions; 
"Parties" means Axway and the party identified as Customer in the Order 
Form; 
"Product" means Hardware Product(s) and Licensed Component(s); 
"Site" means the physical location of the Operating Environment, such 
address as is provided in the Order Form; "Support Services" means annual 
Product support provided under Axway's policies for the level of Support 
Services ordered in the Order Form; "Third Party Software" means any third 
party program or software included as an integral part of the Product and 
delivered with the Product; such program or software is solely for use as 
embedded with the Product; 
"Use" means the installation, loading, utilization, storage or display of 
the Product by Customer within the constraints in the Order Form; 
1.2. Headings are used in this Agreement for ease of reference only and 
shall not affect interpretation. References in this Agreement to Articles 
or Sections are references to the Articles or Sections of the General 
Conditions unless inconsistent with the context. 
1.3. The words "include", "includes", "including" and "included" will be 
construed without limitation unless inconsistent with the context.

ARTICLE 2 - CONTRACT DOCUMENTS 
2.1. This Agreement consists of these General Conditions, and any Order 
Form(s) or Specific Conditions, which prevail over these General Conditions 
to the extent of any conflict. 
2.2. This Agreement forms the entire agreement between the Parties relating 
to this subject matter, replaces and supersedes any previous proposals, 
correspondence and understandings, whether written or oral; including any 
Customer terms and conditions, which shall not apply. 
2.3. This Agreement may not be altered, modified, amended, changed, 
rescinded or discharged in whole or in part, except by written agreement 
signed by both Customer and Axway.  
2.4. Nothing contained in any document or purchase order submitted by 
Customer shall in any way modify or add to the terms of this Agreement.

ARTICLE 3 - TERM 
3.1. This Agreement shall remain in effect unless terminated in accordance 
with Article 17. The right of Use is granted from the Effective Date, or if 
none stated, upon Delivery by Axway. 
3.2. If purchased by Customer, Support Services shall commence on the 
Effective Date and shall continue for an initial period of one year 
("Initial Support Term") except as otherwise set forth in the Order Form. 
Upon expiration of the Initial Support Term, the Support Services shall be 
automatically renewed for one-year periods, with payments required prior to 
the start of the new support term, unless and until terminated in 
accordance with Article 17. 
3.3 The terms of this Section 3.3 apply if Customer is obtaining an 
evaluation license.  Subject to the terms of this Agreement, Axway grants 
to Customer (i) a non-exclusive, nontransferable license, without right of 
sublicense, to install and Use the evaluation version of the Licensed 
Component, in object code form and/or (ii) the right to Use the Hardware 
Product for evaluation and trial purposes only.  The term of this license 
begins upon delivery or download and ends 30 days thereafter, or extends 
for such longer period as Axway shall have agreed to in writing (the 
"Evaluation Period").  When the Evaluation Period expires Customer must 
stop Using the Licensed Component, and return any Product to Axway. Axway 
disclaims all warranties during this Evaluation Period and Customer waives 
all claims against Axway related to this Evaluation Period.

ARTICLE 4 - USE OF THE PRODUCT 
4.1. As of the Effective Date of this Agreement, Axway grants to Customer, 
subject to the terms and conditions of this Agreement, a non-exclusive, non-
assignable and non-transferable right to Use the Licensed Component for 
Customer's own internal business purposes only. Any delay in any payment of 
the fees related to this Agreement as set forth in Article 8 thirty (30) 
days beyond the payment date will automatically suspend the right to Use 
the Licensed Component for Customer, upon written notice by Axway. The 
Product, including portions and information or materials thereof, may not 
be used for any purpose that would be a violation of this Agreement. All 
rights not addressed herein are specifically reserved by Axway. Customer 
shall not Use the Product to provide services to third parties, including 
ASP, facilities management, outsourcing, unless expressly provided for in 
an Order Form. 
4.2. If Customer has purchased a license for Products which are used by 
Customer to distribute to any third party Trading Partner that has a 
business need to securely transfer files to or from Customer, then the 
sublicense such Trading Partner has conveys the right to Use the Product 
for the purpose of transferring files to and from Customer in the 
furtherance of Customer's internal business purposes only. 
4.3. If Customer wishes to permanently transfer the Licensed Component to a 
new Operating Environment, the Order Form associated with this Agreement 
will have to be updated accordingly. Once the transfer has been made to the 
new authorized Operating Environment, Customer shall erase the Licensed 
Component from the former Operating Environment, within the time frame 
allowed in the Order Form or, if none stated, then sixty days. 
4.4. Customer has the right to make one back-up copy of the Licensed 
Component for archival purpose only. Any other copies, reproductions and 
summaries of the Licensed Component or Documentation are prohibited. 

ARTICLE 5 - DELIVERY AND WARRANTY 
5.1. Axway shall provide Customer with the Licensed Component in object 
code form and with the Documentation.  Full title to the Hardware Product 
passes to Customer upon Delivery.  Products are delivered Free On Board 
(FOB) shipping point with freight and insurance prepaid.  
5.2. The Use of certain Licensed Components will require a key. The key 
will be generated by Axway based on computer- dependent Customer 
information. Customer agrees to provide the necessary information as 
required to generate and activate the key. 
5.3. Axway represents and warrants that, for a period of 90 days from 
Delivery ("Warranty Period"), the Product will conform to and perform in 
accordance with the Documentation.  Unless certified by Axway, Axway does 
not warrant that the Product will operate in combination with other 
software selected by Customer, or that the Product will operate 
uninterrupted or free of non- material errors.  Axway will use commercially 
reasonable efforts to modify, repair or replace the Product, at no 
additional charge, to correct any Defect, provided that Customer reports 
the Defect to Axway during the Warranty Period.  Axway further warrants 
that the Product as provided by Axway will not contain any malicious code, 
program, or internal component (e.g., computer worm) and will have been 
screened using customary procedures in the industry for viruses. THE 
REMEDIES DESCRIBED IN THIS ARTICLE 5 SHALL BE THE SOLE AND EXCLUSIVE 
REMEDIES FOR DEFECTS CONTAINED IN AND FOR THE PERFORMANCE OF THE PRODUCT. 
5.4. The limited warranties in Section 5.3 are conditioned upon Customer's 
Use of the Product in accordance with the terms of the Documentation, and 
shall not apply to the extent that an error occurs because of and would not 
have occurred but for:  (i) modifications made to the Product by a party 
other than Axway; (ii) Customer's failure to implement enhancements 
provided by Axway; or (iii) Use of the Product in connection with any 
operating system, computer equipment or device which does not meet the 
minimum requirements set forth in the Documentation. 5.5. EXCEPT FOR THE 
EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 5,TO THE EXTENT PERMITTED BY 
APPLICABLE LAW, AXWAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, 
TITLE AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

ARTICLE 6 - SUPPORT SERVICES 
6.1. Upon payment of the applicable fees, Axway will provide technical 
Support Services, at the level specified on the Order Form or other 
applicable ordering documentation. 
6.2. Axway is under no obligation to provide Support Services (i) if there 
has been a modification or attempted modification of the Product (other 
than modifications made by Axway and delivered as part of the Product) or 
the Product has been improperly installed by Customer or operated or used 
other than in accordance with this Agreement and the Documentation; or (ii) 
if Customer has refused, delayed or otherwise failed to implement a release 
or other modification that Axway has provided or recommended.

ARTICLE 7 - ADDITIONAL SERVICES 
7.1. In accordance with its expertise and availability, Axway will, if 
ordered by Customer, provide services that may include installation, 
implementation, technical and training assistance services for the Product, 
or subscription-based or hosting services (each considered individually, 
"Additional Services") to Customer at the rates set forth in the Order Form 
or, if no rates are set forth, the rates in effect at the time that such 
Services are provided. 
7.2. Except for Retained Works (defined below), all right and title to 
professional services deliverables shall belong to Customer.  Axway will be 
the owner of any Retained Works, which are defined to include:  (i) any pre-
existing materials, including any of Axway's preexisting software code, 
proprietary software tools, or training materials incorporated into the 
deliverables; (ii) any customized modifications to the Licensed Component 
unless an applicable work order, SOW or other such similar document 
expressly provides that such modifications are assigned to Customer; and 
(iii) any third party programs which are integrated with or incorporated 
into the deliverables.  For any Retained Works incorporated into a 
deliverable, Axway grants Customer a nonexclusive, worldwide, royalty-free 
license to use such Retained Works to the same extent that Customer is 
licensed to use any related Licensed Component.  

ARTICLE 8 - PAYMENT TERMS AND CONDITIONS 
8.1. The fees for the Products and Support Services are listed in the Order 
Form. In addition to the fees listed in the Order Form, Customer shall be 
responsible for all personal property, sales, use, value-added, withholding 
and similar taxes (other than taxes on Axway's net income) arising from the 
transactions described in this Agreement.  Where Customer's Use of the 
Software or receipt of Services is exempt from sales or other taxes, 
Customer shall provide Axway with the appropriate exemption certificate. 
All amounts payable under this Agreement shall be paid net 30 days from the 
invoice date, unless stated otherwise in an Order Form. 
8.2. The Product fees are fixed and not subject to revision.  It shall be 
invoiced in full on the Effective Date, unless stated otherwise in an Order 
Form. 
8.3. Support Services fees shall be invoiced on the Effective Date and are 
due net 30 unless otherwise stated in an Order Form. 
8.4. Fees for professional services shall be invoiced at the end of the 
month in which they are provided.  Travel and accommodation expenses 
incurred to provide training, technical assistance, support and services 
shall be invoiced to Customer based on the actual and reasonable costs 
incurred by Axway.  Supporting documents will be provided upon reasonable 
request. 
8.5. Fees or other amounts remaining unpaid for thirty (30) days following 
the date of invoice shall be considered overdue and shall remain payable by 
Customer together with interest for late payment from the date payable at 
the rate of 1% per month. In addition to the above provision for late 
payment, Axway reserves the right to suspend performance of any Additional 
Services (which includes hosting services, as applicable). 

ARTICLE 9 - CUSTOMER RESPONSIBILITIES 
9.1. Unless the hosted option is selected, Customer shall be responsible 
for operating the Product and shall: 
 -	ensure that the hardware, base program, network and operating system 
 configuration are suitable, 
 -	develop the operating measures, control procedures and security 
 measures required for data backup and replacement in the event of 
 interruption in Product operation, 
9.2. Customer is also responsible for: 
  -	protecting its own recorded data, and 
  - the results obtained and any direct or indirect consequences thereof, 
  - make qualified personnel available to resolve any problems, and 
  - appoint one of its employees to serve as the primary point of contact 
  with Axway for any technical issues. 
9.3. Customer shall take all measures required to protect Axway's 
intellectual property rights in the Product and Documentation, including in 
particular retaining any reference to Axway's copyright notice(s) and any 
other legend on any authorized copy in accordance with Axway's 
instructions. In the event any third party attempts to attach or seize the 
Product or challenge Axway's intellectual property rights in any other 
manner, Customer must immediately notify Axway, contest the attachment and 
take all steps required to make the intellectual property rights in 
question known, subject always to Article 10 below.

ARTICLE 10 - INTELLECTUAL PROPERTY 
10.1. Only a right to Use the Licensed Component is granted to Customer; 
any extension of the right granted shall be subject to Axway's prior 
written consent.  The parties acknowledge and agree that Customer has only 
Use rights with respect to the Licensed Component, but Customer owns the 
Hardware Product. Axway retains title in and to the Licensed Component, 
including any portion thereof and information, materials or copy made from 
it or any part of it and copyright in the Licensed Component. 
10.2. If Customer wishes to make the Product interoperable with other 
programs, other than as envisaged in the Documentation, the parties will 
work together to create an interoperability plan that does not violate this 
Article. 
10.3. Except as otherwise provided for in this Agreement or permitted under 
applicable law, Customer will not, directly or through any person or 
entity, in any form or manner (i) copy, sublicense, lease, assign, 
distribute, reproduce, incorporate, use or allow access to the Product or 
modify, prepare derivative works from the Licensed Component except as 
explicitly permitted under this Agreement or (ii) decrypt, extract, 
decompile or otherwise reverse engineer the Licensed Component, or 
otherwise disassemble, derive or attempt to derive the source code of, or 
any processes, methods, specifications, protocols, algorithms, interfaces, 
data structures, or other information embodied or used in, the Product. The 
restrictions of this Article 10 shall survive the termination of the 
Agreement. If Customer has purchased licenses for a Trading Partner, 
Customer shall ensure each Trading Partner is bound to provisions at least 
as protective of Axway as Articles 4, 10, 12, 14 and 15. Customer shall 
promptly notify Axway of any unauthorized use, disclosure, reproduction, or 
distribution of any Product, which comes to Customer's attention, or which 
Customer reasonably suspects.  Customer may Use any Third Party Software 
products or modules supplied by Axway solely with the Licensed 
Component. 
10.4. If, in the performance of any Additional Services hereunder, Axway is 
required to use any Customer supplied programs, Customer hereby warrants 
that it has obtained any necessary authorizations and licenses required to 
allow Axway to access and use such program as necessary for performance of 
the Services. Customer shall provide any associated supporting 
documentation to Axway promptly upon request.

ARTICLE 11 - INDEMNIFICATION 
11.1. Axway agrees to defend, settle and indemnify Customer from and 
against any amounts payable under judgment, court order or settlement 
brought by any unaffiliated third party against Customer to the extent that 
such action results from actual or alleged infringement by any Product of 
any third party copyright, trade secret or patent existing or issued as of 
the date that Axway initially Delivered the applicable version of such 
Product to Customer. In connection with any allegation of infringement of 
any third party rights, Customer shall (and it shall be a condition of 
reliance upon the indemnity for Customer to): 
  - immediately notify Axway in writing of the allegation;  and 
  -	allow Axway sole control of the defense and any related settlement 
  negotiations; and 
  -	cooperate in good faith in the said defense and comply with all of 
  Axway's reasonable requests (at Axway's expense) in defending or settling 
  the claim. 
11.2. Should Customer's use of the Product be determined to have infringed 
any third party rights, or if in Axway's judgment, such use is likely to be 
infringing, Axway shall endeavor at its option do one of the following, at 
its own expense: 
  -	procure for Customer the right to continue owning or using the Product, 
  as applicable, 
  -	replace or modify the Product to make its Use non-infringing while 
  yielding substantially equivalent functionality. 
If and only if the previous options are not, in Axway's reasonable 
judgment, commercially reasonable, then Axway may terminate this Agreement 
as it applies to the specific Product and the corresponding rights of Use. 
Customer agrees to destroy or return the affected Product to Axway on its 
written request and Axway will then return the Product license fees to 
Customer as prorated over a five year term commencing on the date of 
Delivery of the applicable Product by Axway. The obligations of Axway in 
this Article 11 will not apply to the extent that the infringement or claim 
thereof is based on (i) Use of the Product other than in accordance with 
this Agreement, or (ii) modifications or additions to the Product by 
Customer personnel (other than modifications at Axway's direction) or (iii) 
use of other than the most recent version of any Product if and from the 
time Axway informs Customer in writing that infringement or 
misappropriation may be avoided by use of the most recent version of such 
Product. THIS ARTICLE 11 SETS FORTH THE FULL SCOPE OF AXWAY'S LIABILITY AND 
CUSTOMER'S EXCLUSIVE REMEDY, TO THE EXTENT PERMITTED BY LAW, FOR ANY ACTUAL 
OR ALLEGED INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE 
PRODUCT.

ARTICLE 12 - LIABILITY 
12.1. EXCEPT FOR AXWAY'S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION OR 
CONFIDENTIALITY, AXWAY IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, 
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, 
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST 
PROFITS, LOST DATA OR COMPUTER HARDWARE OR SOFTWARE DAMAGE, FAILURE OR 
MALFUNCTION, WHETHER OR NOT AXWAY HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES; EXCEPT FOR AXWAY'S OBLIGATIONS WITH RESPECT TO 
INDEMNIFICATION OR CONFIDENTIALITY, AXWAY'S LIABILITY HEREUNDER SHALL NOT 
EXCEED THE TOTAL AMOUNT OF LICENSE AND SERVICES FEES INVOICED UNDER THIS 
AGREEMENT FOR THE SOFTWARE GIVING RISE TO SUCH LIABILITY DURING THE 
CALENDAR YEAR IN WHICH THE CLAIM AROSE.  THE FOREGOING LIMITATIONS OF 
LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS OF THE FORM IN WHICH 
AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) MAY BE BROUGHT, WHETHER IN 
CONTRACT, TORT, OR OTHERWISE.  THE LIMITATIONS OF LIABILITIES, DISCLAIMERS 
OF WARRANTIES, EXCLUSIVITY OF REMEDIES AND OTHER LIMITATIONS SET FORTH 
HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES (WITHOUT 
WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR) AND 
WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE. 
12.2. This Agreement is enforceable by the Parties to it and by their 
permitted assignees. A person who is not a party to this Agreement shall 
have no right to enforce or rely on any of the terms of this Agreement. The 
terms of this Article 12 shall survive termination of this Agreement.

ARTICLE 13 - ADVERTISING 
The Customer must include Axway's name any time it refers to the Product in 
writing. The Customer hereby authorizes Axway to include its name in a 
customer list.

ARTICLE 14 - ADMINISTRATIVE REQUIREMENTS 
The Customer is responsible for obtaining any required legal authorizations 
arising out of Customer's particular use of the Products and is responsible 
for its compliance with applicable data protection legislation. 

ARTICLE 15 - CONFIDENTIALITY 
15.1. Each Party recognizes that under this Agreement either Party may have 
access to or otherwise receive trade secrets and confidential or 
proprietary information of the other, including information concerning 
products, including but not limited to the names of Customer's clients, 
financial or contractual arrangements. All such information shall 
constitute "Confidential Information". The Products, including any 
Documentations or portions thereof and information, material or copy 
derived there from, is proprietary and confidential to Axway. Each Party 
agrees not to use, other than for the purposes for which it was disclosed 
or divulged the other party's Confidential Information and to limit 
disclosure of same to those of its employees and independent contractors 
who have a need to know the same and to use all reasonable endeavors to 
prevent its disclosure to or access by any third party without the prior 
written consent of the disclosing party. 
15.2. Confidential Information does not include information that: (i) is or 
becomes a part of the public domain through no act or omission of the 
receiving Party; (ii) was in the receiving Party's lawful possession prior 
to the disclosure and had not been obtained by the receiving Party either 
directly or indirectly from the disclosing Party; (iii) is lawfully 
disclosed to the receiving Party by a third party without restriction on 
disclosure; (iv) is independently developed by the receiving Party without 
reference to the disclosing Party's Confidential Information; or (v) is 
required to be disclosed by any court of competent jurisdiction or by a 
governmental or regulatory authority or where there is a legal right, duty 
or requirement to disclose. In such event, the receiving Party will (and 
without breaching any legal or regulatory requirement) where reasonably 
practicable give the disclosing Party prompt notice in writing of the 
requirement to disclose. 
15.3. The rights and obligations of the Parties under this Article 15 shall 
continue for three years following expiration or termination of this 
Agreement.

ARTICLE 16 - NON-SOLICITATION 
16.1. For the duration of this Agreement and for the period of 12 months 
following its termination or expiration, neither Party shall, without the 
prior written consent of the other Party, actively endeavor to solicit or 
entice away any person employed or engaged by the other Party in the 
performance or administration of this Agreement. 
16.2. If a Party breaches the foregoing obligation, the breaching party 
shall pay to the other Party twelve times the prior monthly base salary of 
the relevant person, such sum being deemed by both Parties to be fair 
compensation for the loss suffered as a result of the breach.  
16.3. The provisions of Section 16.2 shall not apply to any individual who 
can be proven to have responded to a bona fide published recruitment 
advertisement where the recruited person is not recruited to work for or 
with a party's personnel or department involved in this Agreement.  Nothing 
in this Article 16 is intended to restrict the right of any individual to 
seek employment with whomsoever they wish, but is intended to provide for 
due compensation where such a situation occurs as a result of entering into 
this Agreement recognizing that loss of experienced personnel can have a 
serious effect upon any employer.

ARTICLE 17 - TERMINATION 
17.1. This Agreement may be terminated by either Party immediately upon 
written notice if the other Party is in material or continuing breach of 
any of its obligations under this Agreement and fails to remedy that breach 
(if capable of remedy) within thirty (30) days after receiving written 
notice of such breach. 
17.2. Either Party may terminate this Agreement forthwith on giving written 
notice to the other Party if such Party has had a receiver or 
administrative receiver appointed over the whole or any part of its 
undertaking or assets or passes a resolution for winding up, or a court of 
competent jurisdiction makes an order to that effect or if the other Party 
enters into any voluntary arrangement with its creditors or becomes subject 
to a bankruptcy administration order or ceases to carry on business. 
17.3. Upon termination of the Agreement Customer must, depending on the 
method of Product delivery, either: (i) return the Licensed Component and 
the Documentation to Axway and destroy or return any copies of the Licensed 
Component that it may have made within fifteen days from the termination 
date or (ii) remove all copies of the Licensed Component and certify in 
writing that all copies have been removed and destroyed. 
17.4. After the Initial Support Term or any of the annual renewal of 
Support Services terms, either Party may terminate the Support Services on 
six months' prior written notice. 

ARTICLE 18 - WAIVER 
The fact that either Party fails to take action after a breach by the other 
Party of any of its obligations arising hereunder shall not be construed or 
operate as a waiver of the obligation in question or of any later breach.

ARTICLE 19 - SEVERABILITY 
If any of the provisions of this Agreement, or any part thereof, is judged 
to be illegal or unenforceable, the remaining provisions will continue in 
full force and effect for the remainder of this Agreement and shall not be 
prejudiced, unless the substantive purpose of this Agreement is thereby 
frustrated, in which case either Party may terminate this Agreement 
forthwith on written notice. 

ARTICLE 20 - ASSIGNMENT 
This Agreement and the license granted hereunder may not be assigned or 
transferred in whole or in part by Customer without Axway's prior written 
consent. Axway may assign and transfer its complete rights and obligations 
under this Agreement, without the consent of Customer, to any corporation 
that is a wholly owned subsidiary or parent or sister corporation of Axway.

ARTICLE 21 - AUDIT 
Axway hereby reserves the right to conduct an on-site audit of Customer to 
verify compliance with the Licensed Component license granted herein by 
providing at least three (3) days prior written notice.  Customer consents 
to audit compliance software being run on Customer systems. The Customer 
hereby agrees to cooperate with the audit in good faith, to grant Axway 
access to all relevant information and to provide copies of relevant 
information on request.  In addition, Customer agrees, upon request by 
Axway from time to time, to provide Axway with a written report, certified 
by an officer, stating the physical Site(s) and computer systems with 
respect to which Customer is using the Licensed Component.

ARTICLE 22 - UNITED STATES GOVERNMENT END USERS 
As defined in Federal Acquisition Regulations ("FAR") Section 2.101, 
Department of Defense Federal Acquisition Regulations ("DFARs") Section 
252.227-7014(a)(1) and DFAR Section 252.227-7014(a)(5), the computer 
programs included in or with the Products and the Documentation are 
"commercial items," "commercial computer software" and "commercial computer 
software documentation," as applicable.  Consistent with FAR Section 12.212 
and DFAR Section 227.7202 and any successor sections, any use, 
modification, reproduction, release, performance, display or disclosure of 
such computer programs and Documentation by the United States Government 
shall be governed solely by the terms of this Agreement.

ARTICLE 23 - EXPORT 
Customer shall not export, ship, transmit or re-export the Products or 
Documentation in violation of any applicable law or regulation.

ARTICLE 24 - THIRD PARTY SOFTWARE 
Certain Third Party Software may be provided with the Licensed Component(s) 
that is subject to the accompanying license(s), if any, of its respective 
owner(s). To the extent portions of the Software are distributed under and 
subject to open source licenses obligating Axway to make the source code 
for such portions publicly available (such as the GNU General Public 
License ("GPL") or the GNU Library General Public License ("LGPL")), Axway 
will make such source code portions (including Axway modifications, as 
appropriate) available upon request for a period of up to three years from 
the date of distribution. Such request can be made in writing to Axway 
Inc., 6811 E. Mayo Blvd., Suite 400, Phoenix, Arizona 85054, ATTN: Legal 
Department. Customer may obtain a copy of the GPL at 
http://www.gnu.org/licenses/gpl.html, and a copy of the LGPL at 
http://www.gnu.org/licenses/lgpl.html.

ARTICLE 25 - NOTICES 
All notices, demands, consents, approvals and other communications shall be 
sufficient if in writing and sent by facsimile transmission (with a hard 
copy mailed on the same date) or registered or certified mail, return 
receipt requested, postage prepaid, or overnight courier service to the 
other party at its address set out in the Order Form or to such other 
superseding notice address that it has subsequently provided to other Party 
in writing. Each such notice shall be deemed to have been served: in the 
case of by hand and special delivery, when actually received; or if posted 
by recorded delivery shall be deemed to have been accepted on the expiry of 
forty eight hours after posting and on proving posting it shall be 
sufficient to produce a copy of the notice properly addressed with the 
relevant post office receipt for its dispatch by recorded delivery.

ARTICLE 26 - GOVERNING LAW and DISPUTES 
26.1. This Agreement will be governed by and interpreted in accordance with 
the laws of Arizona. Should any dispute arise, the Parties will use all 
reasonable efforts to attempt to resolve the dispute in good faith by 
senior level negotiations. The dispute shall be referred by a written 
request to an officer of each Party who has authority to resolve the 
dispute and who is not directly involved with the subject matter of this 
Agreement who shall meet within 15 days from the dispatch of the written 
request in order to attempt to resolve the dispute. 
26.2. If the dispute is not resolved through negotiation, both Parties 
agree that the Courts of Arizona will have exclusive jurisdiction in 
connection with the resolution of the dispute. The United Nations 
Convention on the International Sale of Goods shall not apply to this 
Agreement.



ATTACHMENT A ADDITIONAL DEFINITIONS

To the extent used in the Order Forms pursuant to this Agreement, the 
following definitions have the following meanings:

"Active (Production) License" means a license for Use of the Product in a 
production environment.  An Active/Active  configuration refers to a shared 
cluster configuration whereby applications and data are simultaneously 
available to all server Instances in the cluster. Consequently, 
Active/Active clusters support high availability ; 
"Computer" means one or a group of physical hardware machines processing 
data and hosting the running of one or more operating systems as defined in 
the Order Form;
"Core" means the main part of CPU that interprets the instructions and 
performs the binary calculations. Every CPU has at least one Core, but can 
be composed of several Cores; 
"CPU" (Central Processing Unit) means a functional unit in a computer that 
interprets and executes instructions. A CPU may contain multiple Cores with 
a Computer system or server. If the right of Use is based on CPUs and if 
the Licensed Component is used on a single computer with multiple CPUs, the 
CPU license must correspond with the number of respective Cores contained 
within such Computer. For example, a server that uses one dual-Core CPU 
requires two CPU licenses, and a server that uses four dual-Core CPUs 
requires eight CPU licenses;
"Instance" means a single occurrence of a Licensed Component. For 
clarification, if Customer has purchased only one Active Production 
Instance, Customer may run a single occurrence of the Licensed Component in 
RAM (Random Access Memory); "Named User" means a physical person 
susceptible to establish a session with the Licensed Component; 
"Node" means a running instance of a Axway program, i.e. a JVM (Java 
Virtual Machine) running an Axway application; 
"Partition" means a reserved part of the resources of an Operating 
Environment that is set aside for a specific purpose; Such as:
   - "Capped-Partition" means the Sub-Capacity Partition using a determined 
   maximum subset of the resources of an Operating Environment.
   - "Floating Partition" means the Sub-Capacity Partition using a 
   dynamically allocated subset of the resources of an Operating 
   Environment. The maximum potential of resources used by a Sub- Capacity 
   Partition equals the overall resources of the Operating Environment;
   - "Full-Capacity Partition" means a Partition using all the resources of 
   an Operating Environment. There can only be one "Full- Capacity 
   Partition" per Operating Environment. If there is another partition, 
   then both Partitions are "Sub-Capacity Partitions"; 
   - "Sub- Capacity Partition" means a partition using a subset of the 
   resources of an Operating Environment; 
"Passive (Non-Production) License" refers to a cluster fail over or 
disaster recovery software architecture. The passive software doesn't 
execute unless the licensed production copy of the Licensed Component 
fails. Where Customer is not able to use its licensed production copy of 
the Licensed Component in the event of fail over, the Passive license will 
start executing after a service interruption. A Passive License may also 
include those for test, development, archiving or quality control/quality 
assurance; 
"User" means, unless otherwise stated in the applicable Order: (a) with 
respect to all Products other than Products that are part of Axway's 
Validation Authority or SecureTransport product suites, any person who is 
assigned login or Use rights or credentials  by Customer to access the 
applicable Product, whether directly, through another application or 
otherwise; (b) with respect to any Product included in Axway's 
SecureTransport product suite, any person or system who is assigned login 
or Use rights or credentials  by Customer to access the applicable Product, 
whether directly, through another application or otherwise; and (c) with 
respect to any Product included in Axway's Validation Authority product 
suite, any Validation Authority User. 
"Validation Authority User" means any Human User, Group User or Non-Human 
User.
   - "Human User" means, with respect to the applicable Product included in 
   Axway's Validation Authority product line, any human who has one or more 
   associated digital certificates associated with such human that: (i) 
   uniquely identify such human; and (ii) are contained in a database or 
   other repository that can be queried through Customer's implementation 
   of such Product.
   - "Group User" means, with respect to the applicable Product included in 
   Axway's Validation Authority product line, any group of humans that has 
   one or more associated digital certificates that: (i) uniquely identify 
   such group; and (ii) are contained in a database or other repository 
   that can be queried through Customer's implementation of such Product.
   - "Non-Human User" means, with respect to the applicable Product 
   included in Axway's Validation Authority product line, anything other 
   than a Human User or Group User (such as a device) ("Non-Human") that 
   has one or more associated digital certificates that: (i) uniquely 
   identify such Non-Human; and (ii) are contained in a database or other 
   repository that can be queried through Customer's implementation of such 
   Product.