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LICENSE AGREEMENT
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.PP
THIS LICENSE AGREEMENT is made and entered into this ___________ day
of _____________ , 19____ , by and between THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California corporation, hereinafter called "LICENSOR",
and _____________________________ , a _____________________ having
its principal office at _____________________________________ ,
hereinafter called "LICENSEE";
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.I
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W I T N E S S E T H:
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.PP
\fI WHEREAS, \fR LICENSOR owns and is the proprietor of the copyright of a
certain computer program entitled, ``Third Berkeley Software Distribution (3BSD)''; and
.PP
\fI WHEREAS, \fR LICENSEE desires to obtain from LICENSOR, and LICENSOR
desires to grant to LICENSEE, a license to use the aforementioned
computer program;
.PP
\fI NOW, \fR THEREFORE, in consideration of the mutual covenants, conditions
and terms hereinafter set forth, and for other good and valuable
consideration, LICENSOR hereby leases to LICENSEE the physical
property described on annexed Schedule A ("Licensed Material")
subject to a non-transferrable, nonexclusive license ("License"),
which is hereby granted to LICENSEE, to use such Licensed Material
upon the terms and conditions hereinafter set forth; and LICENSEE
hereby accepts such lease subject to the License solely upon such
terms and conditions.
.PP
1. \fB Term. \fR The term of this Agreement shall commence on the
date hereof, and, unless sooner terminated as hereinafter set forth,
shall extend indefinitely.
.PP
2.  \fB Charges. \fR As a fee for the use of the Licensed Material,
LICENSEE shall pay LICENSOR a duplication charge of two hundred
dollars ($200.00).  LICENSEE may obtain new releases of the Licensed
Material as LICENSOR may from time to time make available at a 
duplication charge of two hundred dollars ($200.00).  Such new
releases as are purchased by LICENSEE shall by subject to the terms
and conditions of this Agreement.
Such fee is due and payable when this License Agreement is returned,
signed by the LICENSEE, and with a copy of the LICENSEE's UNIX/32V\(dg
Agreement.
.PP
Such fee does not include local, state or federal taxes, and
LICENSEE hereby agrees to pay all such taxes as may be imposed
upon LICENSEE or LICENSOR with respect to the ownership, leasing,
licensing, rental, sale, purchase, possession or use of the
Licensed Material.
.PP
3.  \fB Maintenance and Update Services. \fR Neither maintenance
services nor update services are included in this Agreement.
As used in the Agreement, the term "maintenance services"
includes notice to LICENSEE of latent errors in the Licensed
Material and rectification thereof.
.PP
4.  \fB Title. \fR LICENSEE agrees that the Licensed Material is,
and shall at all times remain, the property of LICENSOR.
LICENSEE shall have no right, title or interest therein or
thereto except as expressly set forth in this Agreement.  However,
those portions of the Licensed Material which are modifications of UNIX/32V
.FS
\(dg
UNIX is a trademark of Bell Laboratories
.FE
and are so indicated on schedule A, are also governed by the LICENSEE's agreement
with Western Electric.
.PP
5.  \fB Duplication and Disclosure. \fR LICENSE agrees that all
Licensed Material shall be held in confidence, that such
Licensed Material is provided for the exclusive use of LICENSEE,
on the following CPU, namely ____________________ ,
Serial No. ________________________________ located at its
_______________________________ facility, and any single replacement
thereof, provided, that written notice of the replacement and  its
Serial Number is first given to LICENSOR.  The LICENSEE warrants that
this machine is licensed, by agreement with Western Electric, for
using of the UNIX timesharing system, version 7 (UNIX/32V), dated
_________________.
The Licensed Material 3BSD
shall not be duplicated, except as
reasonably necessary to LICENSEE's use of the Licensed Material
under this Agreement or disclosed to others in whole or in part
without the express written permission of LICENSOR.
IN PARTICULAR, LICENSEE AGREES THAT THE SOURCE FORM OF LICENSED
MATERIAL SHALL NOT BE DISCLOSED TO OTHER LICENSEES WHETHER
OR NOT SUCH OTHER LICENSEES HAVE CURRENT VERSIONS OF THE
LICENSED MATERIAL.
Such prohibitions on disclosure shall not apply to disclosure
by LICENSEE to its employees and consultants if and to the extent
that such disclosure is reasonably necessary to LICENSEE's
use of the Licensed Material and provided that LICENSEE shall
take all reasonable steps (including, but not limited to,
all steps that LICENSEE takes with respect to information, data,
and other tangible and intangible property of its own that it
regards as confidential or proprietary) to ensure that such
Licensed Material is not disclosed or duplicated in
contravention of the provisions of the Agreement by such
employees or consultants.
.PP
6.  \fB Warranty and Limitation of Liability. \fR  LICENSOR MAKES
NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE
LICENSED MATERIAL, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE.
.PP
LICENSOR shall not be liable for, and LICENSEE hereby assumes the
risk of and will release and forever discharge LICENSOR, its agents,
officers, assistants and employees thereof either in their
individual capacities or by reason of their relationship to
LICENSOR and its successors in respect to any expense, claim,
liability, loss or damage (including any incidental or
consequential damage) either direct or indirect, whether
incurred, made or suffered by LICENSEE or by third parties, in
connection with or in any way arising out of the furnishing,
performance or use of the Licensed Material.
In any event LICENSOR's liability to LICENSEE on any ground,
including but not limited to negligence, shall not exceed a sum
equal to the fee paid to LICENSOR by the LICENSEE hereunder
except as provided in paragraph 7 hereunder entitled "Patent
and Copyright Indemnity".
.PP
7.  \fB Patent and Copyright Indemnity. \fR  LICENSOR will
defend the LICENSEE against a claim that a program supplied
hereunder infringes a U.S. patent or copyright, LICENSOR will
pay the resulting cost and damage awards provided
that:
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.IP  a.
The LICENSEE promptly notifies LICENSOR in writing of the claim; and
.IP  b.
LICENSOR has sole control of the defense and all related settlement
negotiations.
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.PP
If such claim has occurred, or in LICENSOR'S opinion is likely to
occur, the LICENSEE agrees to accept noninfringing replacement programs
from LICENSOR, if available, or, if not, to return the program on
written request by LICENSOR.
The LICENSEE will pay only those charges which were payable prior to
the date of such return.
LICENSOR has no liability for any claim based upon the combination,
operation or use of any program supplied hereunder with equipment or
data not supplied by LICENSOR, or with any program other than or in
addition to the program supplied by LICENSOR if such claim would
have been avoided by use of another program whether or not
capable of achieving the same results, or based upon modification
of any program supplied hereunder.
.PP
This indemnity does not cover any material originally supplied to LICENSEE by
Western Electric under LICENSEE's UNIX/32V license.
.PP
The foregoing states the entire obligation of LICENSOR with respect
to infringement of patents and copyrights.
.PP
8.  \fB  Alterations and Modifications. \fR  LICENSEE shall make
any alterations, variations, modifications, additions or 
improvements to the Licensed Material, at its own risk and
expense for its own use and merge it into other program material
to form an updated work, provided that, upon discontinuance of
the License for such Licensed Material the Licensed Material
supplied by LICENSOR will be completely removed from the updated
work and dealt with under this Agreement as if permission to
modify had never been granted.
Any portion of the Licensed Material included in an updated work
shall be used only on the designated CPU and shall remain
subject to all other terms of this agreement.
.PP
9.  \fB Inspection. \fR  LICENSOR shall have the right at all
reasonable times to inspect the premises of LICENSEE subject
to all LICENSEE'S industrial security and other rules then in
effect at LICENSEE'S premises; to determine and verify
LICENSEE'S compliance with this Agreement.
.PP
10.  \fB Default. \fR  If with regard to any of the Licensed
Material, LICENSEE fails to pay any charge provided for herein
within ten (10) days after written notice that the same is
overdue and payable, or if LICENSEE with regard to any item or
items of Licensed Material fails to observe, keep or perform
any other provisions of the Agreement required to be observed, kept
or performed by LICENSEE, LICENSOR shall have the right to 
exercise any one or more of the following remedies:
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.IP  (a)
To terminate the License herein granted;
.IP  (b)
To declare the entire amount of any fee payable under Paragraph 2
hereinabove for the entire term of this Agreement immediately due
and payable as to any or all items of Licensed Material without
notice or demand to LICENSEE;
.IP  (c)
To sue for and recover all fees then accrued or thereafter accruing,
with respect to any items of Licensed Material;
.IP  (d)
To take possession of any or all items of Licensed Material without
demand or notice, wherever they may be located, without court order
or other process of law.  LICENSEE hereby waives any and all
damages occasioned by such taking of possession.
No taking of possession shall constitute a termination of this
Agreement as to any item of Licensed Material unless LICENSOR
expressly so notifies LICENSEE in writing;
.IP  (e)
To terminate this Agreement as to any or all items of
Licensed Material;
.IP  (f)
In the event of any unauthorized use of the Licensed Material,
including, but not limited to, unauthorized disclosure to
third persons or use by LICENSEE of the material at facilities
other than those identified in Paragraph 5 above, LICENSOR
shall at its option have the right in addition to its other
remedies, to recover from LICENSEE an amount equal to (i) the
sum LICENSOR would have charged the person or persons obtaining
the benefit of such unauthorized use of the Licensed Material,
plus (ii) any amount received by LICENSEE on account of
such unauthorized use;
.IP  (g)
To have the obligations of LICENSEE hereunder specifically
performed and to have any threatened or actual breach by
LICENSEE enjoined, it being acknowledged with respect to the
obligations of LICENSEE under Paragraph 5 hereof that such
equitable relief is the only adequate remedy;
.IP  (h)
To pursue any other remedy at law or in equity.  Notwithstanding
any said repossession, or any other action which LICENSOR may
take, LICENSEE shall be and remain liable for the full performance
of all obligations on his/her part to be performed under this
Agreement.  All such remedies are cumulative, and may be
exercised concurrently or separately.
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.PP
11.  \fB Legal Expenses. \fR  In case legal action is taken by
either party to enforce this Agreement, all costs and expenses,
including reasonable attorney's fees, incurred by the
prevailing party in exercising any of its rights or
remedies hereunder or in enforcing any of the terms,
conditions, or provisions hereof shall be paid by the other party.
.PP
12.  \fB Assignment. \fR  Without the prior written consent of
the other, neither party shall (a) assign, transfer, pledge or
hypothecate this Agreement, the Licensed Material or any part
thereof or any interest therein or (b) sublet or lend the
Licensed Material or any part thereof, or permit the Licensed 
Material or any part thereof to be used by anyone except as
specifically authorized by Paragraph 5 above.
Any consent to any of the foregoing prohibited acts shall
apply only in the given instance and shall not be deemed a
consent to any subsequent like act nor a consent to any
other act.  In the event either party consents to any prohibited
act hereunder, the other shall, without further request, apprise
any third party receiving Licensed Material or the use thereof
of the restrictions upon use contained in this Agreement.
Subject always to the foregoing, this Agreement shall bind and
inure to the benefit of the parties hereto, their successors
and assigns.
.PP
13.  \fB  Severability. \fR  If any part, term or provision of
this Agreement shall be held illegal, unenforceable or in conflict
with any law of a federal, state or local government having
jurisdiction over this Agreement, the validity of the remaining
portions or provisions shall not be affected thereby.
.PP
14.  \fB Governing Law. \fR  This Agreement shall be construed and
enforced according to the laws of California as applied to contracts
made and to be performed in California.
.PP
15.  \fB Paragraph Headings. \fR  The headings herein are inserted for
convenience only and shall not be construed to limit or modify
the scope of any provision of this Agreement.
.PP
16.  \fB Termination. \fR  Upon termination of the lease herein,
all Licensed Materials and copies thereof shall be returned to
LICENSOR.
.PP
17.  \fB Installations. \fR  Under the terms hereof, LICENSEE is
entitled to only one installation of Licensed Materials.
Additional installations requested by LICENSEE will be made by
LICENSOR under the terms and conditions to be separately
negotiated.
.PP
18.  \fB  Entire Agreement. \fR  This Agreement contains all the
agreements, representations, and understandings of the parties hereto
and supersedes any previous understandings, commitments or
agreements, oral or written.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
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THE REGENTS OF THE UNIVERSITY 
  OF CALIFORNIA
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By _________________________
   (Licensor)
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By _________________________
   (Licensee)
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