# License

_**IMPORTANT - PLEASE READ CAREFULLY BEFORE YOU DOWNLOAD OR USE THE PRODUCTS**_

This document is a legal agreement between Attivio, Inc. ("Attivio") and you (the "Company" or "Licensee"). The Products (as defined below) that you are downloading and/or using are the exclusive property of Attivio and/or its licensors and are protected by United States and international intellectual property laws. The Products are copyrighted and licensed (not sold). Any use of the Products outside the scope of the terms and conditions of this agreement is prohibited.

By clicking on the "accept" button at the end of this document or by downloading, installing, copying, executing or otherwise using the Products, you acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. If you are not willing to be bound by the terms of this agreement, do not download or use the Products.

If you are an existing customer of Attivio, by clicking on the "accept" button, you confirm that you have previously signed the Attivio Master Software License and Services Agreement. If you are using the Products in your capacity as employee or agent of a company or organization, then any references to the "Company" in this agreement shall refer to such entity and not to you in your personal capacity. You warrant that you are authorized to legally bind the company. If you are not so authorized, then neither you nor the Company may use the Products in any manner whatsoever.

## 1  Definitions. As used in this Evaluation License:

(a) "Products" means the object code version of the Attivio Active Intelligence Engine (AIE) and Related Materials.

(b) "Related Materials" means information in written or other documentary form supplied to Company by Attivio that relates, in whole or in part, to the installation, design, use, operation, testing, debugging, support, maintenance or marketing of Products.

## 2  Evaluation of Products

Subject to the terms and conditions set forth in this Evaluation License, Attivio grants to Company a non-exclusive, personal, nontransferable right to use the Products for a period of ninety (90) days from the date the Products are downloaded by Customer (the "Download Date") solely for the purpose of internally evaluating the Products in contemplation of licensing the right to use such Products from Attivio. This Evaluation License does not grant Company rights to any improvements, modifications, enhancements or updates to the Products.

## 3  Term

This Evaluation License will remain in effect until the earlier of (i) the date Company purchases a license for the Products, or (ii) ninety (90) days from the Download Date.

## 4  Ownership; Third Party Software

Ownership of the Products, copies, modifications and derivatives of the Products (in whole or in part) and all related patents, copyrights, trademarks, trade secrets and other proprietary rights are and will remain the sole and exclusive property of Attivio and/or its licensors. Company shall use the Products solely for evaluation purposes as expressly permitted by this Evaluation License and shall not reverse engineer, adapt, translate, decompile or disassemble them. Company shall not sell, disclose, display or otherwise make available to others the Products or Related Materials without the prior written consent of Attivio. The Products may include certain components licensed from third parties ("Third Party Components"). Some of these Third Party Components may be subject to an open source license, which is generally included with the source code for such Third Party Component ("Third Party License"). Company's license rights with respect to individual Third Party Components are defined by the terms of any applicable Third Party License; nothing in this Evaluation License shall restrict, limit, or otherwise affect any rights or obligations Company may have, or conditions to which Company may be subject, under such Third Party License. Further, no such third party warrants the Products, assumes any liability in connection with the Products or undertakes to furnish any support or information relating to the Products. All such third parties are intended third-party beneficiaries of this Evaluation License. The Products provided by Attivio hereunder, if provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations.

## 5  Confidentiality

5.1 "Confidential Information" herein shall mean all information which is written, graphic, machine readable or other tangible form and is marked "confidential," "proprietary," "source code," or in some other manner to indicate its confidential nature, or which is disclosed orally and designated as "confidential" in writing within sixty (60) days from the date of oral disclosure, or which under the circumstances of disclosure reasonably ought to be considered as confidential. Confidential Information may include, without limitation, software programs, technical data, methodologies, know- how, processes, designs, new products, and marketing plans. Confidential Information of Attivio shall expressly include the Products and the terms of this Agreement.

5.2 Company shall maintain the Confidential Information of Attivio in confidence. Company agrees to use commercially reasonable efforts to prevent and restrain any unauthorized disclosure, communication, copying, use, distribution, installation or transfer of possession of Confidential Information by any of its employees, consultants, and agents to others or use it for any purpose, except pursuant to and in order to carry out, the terms and objectives of this Agreement. At a minimum, Company shall maintain at least the same procedures regarding Attivio's Confidential Information that it maintains with respect to its own. Attivio's Confidential Information shall not include any information which: (i) becomes part of the public domain through no act or omission of Company; (ii) is lawfully acquired by Company from a third party without any breach of confidentiality to Attivio; (iii) is disclosed by Company to a third party without any obligation of confidentiality to Attivio; (iv) is independently developed without reference to Confidential Information; or (v) is disclosed in accordance with judicial or other governmental order. Without limiting the generality of the foregoing, Company shall take all reasonable steps to prevent any personnel from removing any proprietary or other legend or restrictive notice contained or included in any material provided by Attivio.

5.3 Company agrees to furnish the Confidential Information and Products only to its employees or to individuals on the party's premises who are acting under its direction and control and who are under obligation to protect Company's own Confidential Information. Company shall advise Attivio immediately if Company learns or has reason to believe that any person having access to the Products or Confidential Information has violated or intends to violate the terms of this Evaluation License.\
Company will cooperate at its own expense with Attivio in seeking suitable injunctive or other equitable relief against that person.

5.4 Company acknowledges that any disclosure of any aspect of the Products or Confidential Information, except as permitted by this Section 5, will give rise to irreparable injury to Attivio that is inadequately compensable in damages. Company hereby consents to Attivio's obtaining of injunctive relief against such disclosure in addition to any other available remedy without the necessity of posting a bond and without proof of actual damages. All Company's undertakings and obligations relating to confidentiality and non-disclosure, whether contained in this Section or elsewhere, shall survive for five (5) years after termination of this Evaluation License and, with respect to trade secrets, for the duration of the trade secret.

5.5 If Company makes any suggestions to Attivio regarding new features, functionality or performance that Attivio adopts for its products, such new features, functionality or performance shall become the sole and exclusive property of Attivio, free from any restriction imposed upon Attivio by the provisions of this Section 5.

## 6  Termination

6.1 If Company fails to comply with a material term or condition of this Evaluation License, Attivio may terminate this Evaluation License immediately upon written notice to the Company.

6.2 Attivio may also terminate this Evaluation License immediately by written notice to Company if Company (a) sells all, or substantially all, of its assets, liquidates, or dissolves; (b) materially and/or intentionally breaches any provision regarding confidentiality; or (c) attempts to convey any interest in any of the Products without the prior written consent of Attivio.

6.3 If Company has not licensed the Products from Attivio prior to the date of expiration of termination of this Evaluation License, Company shall immediately (a) return to Attivio all copies of the Products, in part or in whole, in all forms of media and all Related Materials and (b) remove and destroy any and all copies of the Products installed by Company or its employees on any system. If requested by Attivio, Company shall, within ten (10) days of such request, submit to Attivio an affidavit signed by an officer of Company attesting to the destruction of such copies.

6.4 Sections 4, 5, 7 and 8 shall survive for five (5) years after termination of this Evaluation License.

## 7  No Warranty; Limitation of Liability

THE PRODUCTS ARE MADE AVAILABLE TO YOU "AS IS" AND ATTIVIO MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS (INCLUDING THIRD PARTY SOFTWARE AND PRODUCTS), AND SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USEAGE. IN NO EVENT SHALL ATTIVIO BE LIABLE TO THE COMPANY FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF THIS EVALUATION LICENSE OR THE DELIVERY, USE, SUPPORT OR OPERATION OF THE PRODUCTS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, QUALITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY ATTIVIO EMPLOYEES OR OTHERWISE, SHALL BE DEEMED A WARRANTY BY ATTIVIO FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ATTIVIO WHATSOEVER. THE REMEDIES PROVIDED TO COMPANY IN THIS EVALUATION LICENSE ARE EXCLUSIVE.

## 8  General

8.1 Amendment. This Evaluation License may be modified, changed or amended only in writing signed by an authorized representative of each party. Only an authorized officer Attivio shall have any actual or apparent authority to modify the terms of this Evaluation License.

8.2 No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way affect its right to enforce that right or any other right under this Evaluation License at a later time. No waiver shall be effective unless in writing signed by the waiving party.

8.3 Severability. If any provision of this Evaluation License is declared invalid by any lawful tribunal, then it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of the Evaluation License. Or, if no adjustment can be made, the provision shall be deleted as though never included in the Evaluation License and its remaining provisions shall remain in full force and effect.

8.4 No Partnership or Agency. The parties hereto are independent contractors, and neither party shall be, nor represent itself to be, the joint venturer, franchiser, franchisee, partner, broker, employee, servant, agent or representative of the other party for any purpose. Neither party shall be responsible for the acts or omissions of the other, and neither party shall bear authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein.

8.5 No Assignment. Neither this Evaluation License nor individual transactions nor rights under it shall be assigned, nor shall any obligation be delegated by Company, without the prior written consent of Attivio. Any attempted assignment or delegation without Attivio's prior written approval shall be void. Attivio may assign this Evaluation License, and its rights and obligations hereunder, in its sole discretion.

8.6 Force Majeure. Nonperformance of either party shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party..

8.7 Governing Law; Venue. This Evaluation License shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to (i) its principles of conflicts of laws, (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods; and, (iii) the applicability, if any, of UCITA. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts and any claim or action arising out of or relating to this Evaluation License shall be filed only in the state or federal courts located in Boston, Massachusetts. Each party further agrees and submits to the personal jurisdiction of such courts for the purposes of litigating any such claim or action. No action arising in connection with the Products or this Evaluation License may be brought by Company more than one year after the date on which the claim giving rise to such action first occurred.

8.8 Entire Agreement. This Evaluation License constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior oral and written agreements, communications, representations, statements, negotiations and undertakings relating to the subject matter herein.
