Legato Systems, Inc. End-User License Agreement

THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL, THE USE OF WHICH IS SUBJECT TO THIS END-USER LICENSE AGREEMENT (THE “AGREEMENT”). DO NOT PROCEED WITH THE INSTALLATION OF THIS PRODUCT UNTIL YOU (LATER DEFINED AS LICENSEE) HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. BY PROCEEDING WITH THE INSTALLATION OF THIS PRODUCT (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU AND YOUR COMPANY ACCEPT THIS AGREEMENT AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU ARE ACCESSING THE PRODUCT ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE “ACCEPT” BUTTON AT THE END OF THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY RETURN THIS PRODUCT, ALL MEDIA AND DOCUMENTATION, AND PROOF OF PAYMENT, TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN THIRTY (30) DAYS OF FIRST ACQUIRING THIS PRODUCT OR, IF THE PRODUCT IS ACCESSED ELECTRONICALLY, SELECT THE “DECLINE” BUTTON AT THE END OF THIS AGREEMENT AND RETURN PROOF OF PAYMENT IN ACCORDANCE WITH THE ABOVE REFERENCED RETURN/REFUND PROCESS. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF LEGATO SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT, LEGATO’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY LEGATO, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1.DEFINITIONS

1.1Authorization Code: means the code provided to Licensee by Legato for permanent authorization to use the Software. The Authorization Code is provided to Licensee once the Enabler Code is registered with Legato.

1.2Documentation: means any user reference materials on any media, provided by Legato for use with the Software.

1.3Enabler Code: means the code provided by Legato for activation of the Software.

1.4Licensee: means the person or entity acquiring this License or for whom this License was acquired.

1.5Software: means the object code copy of the software program provided to You in association with this Agreement, together with the associated original electronic media and all accompanying manuals and other documentation, and together with all enhancements, upgrades, and extensions thereto that may be provided by Legato to You from time to time.

2.OWNERSHIP AND ADMINISTRATION OF SOFTWARE

2.1Ownership and Title. As between the parties, Legato, and its licensors, own and shall retain all right, title, and interest in and to: (i) the Software including all intellectual property rights embodied therein; (ii) all of the service marks, trademarks, trade names, or any other designations associated with the Software; and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights relating to the Software.

2.2Software Activation. Legato employs Enabler Codes and Authorization Codes that enable the use of the Software. The Software is shipped in a "Media Kit" which consists of object code software on CD-ROM and an Enabler Code for initial activation of the Software or the Software and Enabler Code may be delivered electronically. Once Legato receives confirmation from Licensee that the Enabler Code is installed and is provided with the host ID information, Legato will provide the Authorization Code to Licensee. Legato administers the generation and distribution of Enabler and Authorization Codes, which administration may be modified by Legato from time to time.

2.3Administration of Software. Legato may include on the media with the Software additional computer programs which are not currently licensed for use by Licensee and to which the Enabler Code or Authorization code will not permit access. Inclusion of such additional computer programs in no way implies a license from Legato and access or use of such programs is strictly prohibited unless Licensee procures the right to use any such program and the applicable Enabler Code is provided thereto.

3.LICENSE GRANT

3.1Grant. Legato grants to Licensee a nonexclusive, nontransferable, nonsublicensable, perpetual, unless terminated in accordance with the provisions of this Agreement, license (the “License”) to (i) use the Software installed in accordance with the Documentation and only on the licensed computer solely for its own internal operations; and (ii) move the Software temporarily in case of computer system malfunction. The License granted under this Agreement does not constitute a sale of the Software or any portion or copy of it. Licensee may not use the Software on more than one computer system unless otherwise specifically authorized by an explicit Software product, or additional licenses for additional computers are purchased. Rights not expressly granted are reserved by Legato. Where the Software is provided to Licensee at no charge for evaluation purposes only, the License granted is limited to a continuous thirty (30) day period,

commencing with the acceptance of this Agreement (the "Evaluation Period"). At the conclusion of the Evaluation Period, Licensee agrees to destroy the Software and certify its destruction to Legato, in writing, within ten (10) days, or shall return the Software to Legato or purchase a perpetual license.

3.2Copies. Licensee may make copies of the Software provided that any such copy is: (i) created as an essential step in utilization of the Software on the licensed computer and is used in no other manner; or (ii) used for archival purposes to back up the licensed computers. All trademark and copyright notices must be reproduced and included on such copies.

Licensee may not make any other copies of the Software.

3.3Restrictions on use. Licensee shall not, and shall not aid, abet, or permit any third party to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software by any means whatsoever; (ii) remove any identification, copyright, or other notices from the Software; (iii) provide, lease, lend, use for timesharing or service bureau purposes; (iv) create a derivative work of any part of the Software; or (v) develop methods to enable unauthorized parties to use the Software. If EC law is applicable, the restrictions in Section 3.3 (i) are limited so that they prohibit such activity only to the maximum extent such activity may be prohibited without violating the EC Directive on the legal protection of computer programs. Notwithstanding the foregoing, prior to decompiling, disassembling, or otherwise reverse engineering any of the Software, Licensee shall request Legato in writing, to provide Licensee with such information or assistance and Licensee shall refrain from decompiling, disassembling, or otherwise reverse engineering any of the Software unless Legato cannot or has not complied with such request in a commercially reasonable amount of time.

3.4Purchase Orders. Nothing contained in any purchase order, acknowledgment, or invoice shall in any way modify the terms or add any additional terms or conditions to this Agreement.

3.5Updates. This section applies if the Software acquired is an update to the original Software (the “Update”). An Update does not constitute a legally licensed copy of the Software unless purchased as an Update to a previous version of the same Software. The Update may only be used in accordance with the provisions of this Agreement. The Update, together with the original Software, constitutes one (1) legally licensed copy of the Software.

3.6Evaluation License. This Section applies if the Software is being used for an initial thirty (30) day evaluation period. The license is valid only for a period of thirty (30) days from the delivery of the Software, and is designed to allow Licensee the right to evaluate the Software during such period. In the event that Licensee desires to enter into a longer-term license agreement with Legato, Licensee shall obtain an appropriate Enabler and Authorization Code in accordance with Section 2.2 above, upon payment of applicable fees, which authorizes use of the Software after such evaluation period, but only subject to all of the terms and conditions of this Agreement. In the event Licensee determines not to enter into a licensing transaction with Legato at the end of such thirty (30) day evaluation period, then Licensee’s rights under this Agreement shall terminate automatically and Licensee shall promptly return to Legato or destroy all copies of the Software and so certify to Legato.

4.MAINTENANCE AND SUPPORT

4.1Legato has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement. Legato may provide such services under separate agreement.