Wonderware End User License Agreement

Revised: March 2005 IMPORTANT, READ CAREFULLY. THIS WONDERWARE LICENSE AGREEMENT (THE AGREEMENT) IS A BINDING CONTRACT BETWEEN YOU, THE END-USER (THE LICENSEE) AND INVENSYS SYSTEMS, INC. (WONDERWARE OR THE LICENSOR). EXCEPT TO THE EXTENT YOU ARE BOUND BY A WRITTEN AGREEMENT SIGNED BY BOTH YOU AND WONDERWARE REGARDING THE USE AND LICENSE OF THIS SOFTWARE PRODUCT, BY INSTALLING OR USING THIS SOFTWARE PRODUCT, YOU, THE LICENSEE, ARE AGREEING TO BE BOUND BY THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE SOFTWARE USAGE LICENSE, THE DISCLAIMER OF WARRANTY AND LIMITED WARRANTY, AND LIMITATION OF WONDERWARES LIABILITY. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, TERMINATE THE INSTALLATION OF THIS SOFTWARE BY SELECTING "I DO NOT ACCEPT THE LICENSE AGREEMENT" IN THIS WINDOW OR BY CLICKING ON THE "CANCEL" BUTTON. YOU MAY THEN PROMPTLY DELETE THE LICENSE FILES AND SOFTWARE FROM YOUR COMPUTER AND RETURN THE LICENSE FILE DISKETTE(S), THE ENTIRE DISK PACKAGE, AND ALL OTHER ITEMS (INCLUDING DOCUMENTATION AND PACKAGING) WITHIN 3O DAYS OF PURCHASE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND. 1.0 Definitions. source on behalf of a Device. 1.7 Designated Device. Designated Device means the single Device owned, leased or otherwise controlled by Licensee at a single location identified on the License File or Order Form on which the Software is to be installed or run. 1.8 Device. Device means any Client, Node, computer, or other digital workstation, electronic, cellular, or computing instrument that runs, accesses, or utilizes the services of the Software. 1.9 Documentation. Documentation means the user guides and manuals for the installation and use of the Software, whether provided in CD-ROM, hard copy, or other form. 1.10 Failover Cluster. A Failover Cluster application means two Devices connected wherein one Device is actively utilizing the services of the Software at any instant and the second Device in the application is passive i.e. not utilizing the services of the Software. Further, once the active Device stops utilizing the services of the Software (for a reason of a failure or the Device is taken off line) the passive Device immediately begins to utilize the services of the Software, becoming active. 1.11 I/O Count. I/O Count means the number of external data streams that the software monitors. 1.12 License Fee. License Fee means the fee paid to Wonderware for each specific license to use the Software granted hereunder as may be identified in an Order Form received and accepted by Wonderware. 1.13 License File. License File means a component of the Software that enables one or more other components of the Software and may also specify the location of the Designated Device and the Licensee. The License File also specifies certain limitations on the use of the enabled components of the Software and the purposes for, and extent to, which the enabled components of the Software may be used. Certain components of the Software may be licensed hereunder without a License File. For reference purposes, the components of the Software enabled by a particular License File correlate to Wonderware part numbers as may be reflected on the License File or on one or more Order Forms or License Certificate. 1.14 Named User. Named User means an individual person and is unique to the individual. A Named User is not a particular logon name, a group, an organization, part of a company or organization, or any other non-person entity. 1.15 Order Form. Order Form means (i) the document in hard or electronic copy by which particular Software or Technical Support Services is ordered by or for Licensee and by which Wonderware is advised of the location of the Designated Device and (ii) any order confirmation that may be issued by Wonderware acknowledging receipt of, or accepting, an order by

1.1 Application Name Space. Application Name Space means the complete list of unique application objects (manufacturing or processing plant entities) that interact or are used with the Industrial Application Server Software. 1.2 Client. A Device running Client Software or accessing or utilizing Server Software is called a Client. 1.3 Client Access License or CAL. Client Access License, or a CAL, means a usage license required for each Client that runs, accesses or utilizes Software running on a Server. 1.4 Client Software. Client Software means those components of, or programs in, the Software that allow a Device to run, access or utilize the services provided by the Device 1.5 Concurrent Use. Also known as Per Server Use, see definition below. 1.6 Data Connector License. Data Connector License is the right to use Software that allows a SuiteVoyagertm Server to access data from a data

Licensee for particular Software or Technical Support Services. 1.16 Per Device Use. Per Device Use, also called Per Seat Use means Device licensing as specified in the Order Agreement, License File, or License Certificate wherein a Device is licensed to access or utilizes the services of the Server Software on an unlimited number of Servers running the Server Software. Licensee must purchase a Per Device (Per Seat) License for each Device licensed for Per Device Use. 1.17 Per Server Use. Per Server Use, also called concurrent use, means Software licensing wherein the Software may be installed on a unlimited number of Devices provided however that the number of Devices utilizing the services of the Software residing on a single Server is limited by the number of Per Server access licenses purchased as defined in the Order Agreement, License File, or License Certificate. 1.18 Per Processor Use. Per Processor Use means Server Software licensing wherein a separate license is required for each processor that resides on a single Server. For example, a dual processor Device must have two Per Processor Use licenses and a quadprocessor Device must have four Per Processor Use licenses, one for each processor. 1.19 Per Named User. Per Named User means Server Software licensed wherein one Named User using any Device is licensed to access or utilizes the services of the Server Software on an unlimited number of Servers running the Server Software. 1.20 Platform. A Platform is Software that is required in order for a Device to operate with Industrial Application Server Software. 1.21 Platform Count. Platform Count means the number of Devices which host the Platform component. 1.22 Server. Server means any Device that stores Server Software and can be run, accessed, or used by another Device. 1.23 Server Software. Server Software means those components of, or programs in, the Software that provide services on a Device called a server which services may be run, accessed or used by another Device. A Device running Server Software is called a Server. 1.24 Software. Software means the computer software programs for which Licensee is granted a license hereunder, the License Files necessary to enable those programs, the Documentation therefore and, to the extent Licensee either purchases an Update or is entitled to receive Updates in connection with certain Technical Support Services purchased pursuant to Section 3.2, Updates thereto. All computer programs are licensed hereunder in object code (machinereadable) form only except that certain toolkit software programs may include limited portions in source code (human-readable) form for which modifications are not supported by Wonderware.

1.25 SQL Data Web Service. SQL Data Web Service is a Software installed service that runs on a Device and provides information through HTTP requests to the SuiteVoyagertm Portal upon query. 1.26 Tag. Tag means the internal or external data stream or calculation result from the independent variable that is being monitored, processed and utilized by the Software. For example, the data stream or calculation result from volume, pressure, and time would be three (3) tags for the monitored data stream, and one (1) Tag for the calculation data stream. 1.27 Tag Count. Tag Count means the number of internal or external data streams or calculations resulting from the independent variables (Tags) that are being monitored, processed, or utilized by the Software. 1.28 Technical Support Services. Technical Support Services means: (i) services provided to Licensee under an Annual Support Agreement pursuant to Wonderwares Technical Support Services Policies, Terms and Conditions (Technical Support Services Policy) in effect on the date the Software is delivered to Licensee, and (ii) Training Services provided pursuant to Wonderwares Training policies in effect on the date such services are ordered by or for Licensee. 1.29 Toolkit Software. Toolkit Software means Software designated by Wonderware on the Order Form and License File as a Toolkit software product and which may include compiled computer code and portions of source code which may be used by the Licensee to extend the functionality of the Software. 1.30 Industrial Application Server TS Session Count. The number of Industrial Application Server based Microsoft Terminal Services ("TS) Sessions per Application Name Space. Terminal Services Sessions are licensed for Per Device Use Only. 1.31 Update. Update means: (a) supplemental programs, if and when developed and distributed by Wonderware, that may contain bug fixes or improved program functions for the Software; and (b) a subsequent release of the Software, if and when developed by Wonderware, which Wonderware generally makes available for licensees that have an Annual Support Agreement and to which Licensee is entitled under the Technical Support Services Policy by virtue of having purchased such services pursuant to Section 3.2. An Update does not include any release, new version, option, or future product, which Wonderware licenses separately. 2.0 Software License.

2.1 Grant of License and Limitations. In consideration of the License Fee and subject to the terms, conditions and limitations set forth in this Agreement and the limitations set forth in the License File, License Certificate and any Order Form, Wonderware grants to Licensee a nonexclusive license to use a single instance of the components of the Software specified in the License File, License Certificate or Order Form for which the License Fee has been paid solely for Licensees business operations on a single Designated Device at the location specified in the License File, License Certificate or Order Form. The Software is licensed to Licensee, not sold. 2.1.1 Installation Limitations. The media upon which the Software resides may contain multiple copies of some of the components of the Software, each of which is compatible with different microprocessor architectures or different underlying operating systems. Licensee may install the Software for use only with one architecture and one operating system at any given time, consistent with the restrictions in the License File, License Certificate, or Order Form. 2.1.2 Device & Server Software Limitations. Server Software may be installed on a single Server that will be the Designated Device hereunder. The services of the Server Software are considered to be accessed or utilized when there is a direct or indirect connection between a Device and the Server Software running on the Server (regardless whether the Server Software is accessed or utilized using the Device Software, third party software or an application developed by the Licensee). All Server Software can be licensed for use in Per Device or Per Named User use and certain Server Software may be licensed for use in Per Server Use. If the Server Software is licensed for use as Per Device, (as identified in the Order Form, License Certificate or License File), then a separate CAL must be purchased for each specific Device that accesses or utilizes Server Software (which may access or utilize the services of the Server Software on any number of Servers running the Server Software) and each Per Device CAL must be dedicated to a single Device. If the Server Software is licensed for use as a Named User (as identified on the Order Form, License Certificate, or License File), then the allocation and identification of the individual Named User must be maintained by Licensee on file at Licensees location for a minimum of 30 days before the allocation and identification of the Named User can be moved or transferred to a different, separate and unique individual. The identified Named User may activate only one instance of the services of a Server from any Device at any location. Multiple simultaneous instance activations of the services of a Server by a Named User requires an equal multiple number of Named User CALs. If the Server Software is licensed for use in Per Server Use (as identified in the Order Form, License Certificate, or License File), then the maximum number of Devices that may access or utilize the services of the Server Software at a given point in time is equal to the

number of Device CALs that have be been purchased and designated for use for each Device with that Server. Alternatively if access to the Server Software is licensed for use as a Named User (as identified in the Order Form, License Certificate, or License File) then each Named User can access a single instance of the services of the Server from any Device with each Named User CAL purchased. CALs authorize access or use of only the specific Server Software associated with such CAL. If the Server Software is licensed for use in Per Processor Use, then for each processor residing on the server, a separate per processor license must be purchased. A Per Processor license will allow an unlimited number of Devices to access the services of the Server running the Server Software as long as a Per Processor license has been purchased, pursuant to the Order Agreement, License File, or License Certificate, for each processor running on the Server. If the Software includes IndustrialSQL Server licensed for development purposes (FactorySuite Development Edition) then the IndustrialSQL Server component has unlimited tag count in the Development mode, but is restricted to only 500 tag count when used in Run-Time mode. If any Software is licensed for Per Server Use, and accesses any database or data source, the Licensee must purchase the required access license for each database or data source accessed. Failure of a Licensee to purchase the required database or data source license is a breach of this Agreement.

2.1.3 Industrial Application Server Software. If the Software licensed by Licensee hereunder includes a license for Industrial Application Server Software, then the size of the Industrial Application Server is limited by i) the size of the Application Name Space, which in turn is limited by the Industrial Application Server I/O count as defined in the License File, License Certificate or Order Form, and ii) the number of separate Devices which the Industrial Application Server can be physically distributed across, which in turn is limited by the Platform Count as defined in the License File, License Certificate or Order Form, and iii) the number of Industrial Application Server thin client sessions which the Industrial Application Server can be physically distributed across, which in turn is limited by the Industrial Application Server TS Session Count as defined in the License Certificate or Order Form. 2.1.4 FactorySuite A2 Development Environment (FSA2DE) Use and Restrictions. The FSA2DE includes application development tools that are used to develop applications for deployment of the Industrial Application Server Software, InTouch and other FactorySuite runtime applications as well as tools to configure Industrial SQL Server. The Licensee of the FSA2DE Software is limited to only one instance of each of the tools per license purchased. If a Licensee is running two or more same tool instances (copies) of any of the FSA2DE Software development tools (example two IDEs, or two Windowmakers) on the same Device, or on separate Devices then a separate FSA2DE Software license must be purchased for each

instance (copy) of the FSA2DE Software being run. Each instance of the FSA2DE Software may only be used by one user at a time. The tools that make up FSA2DE Software are licensed as a single product. The FSA2DE Software component parts may not be separated for use on more than one Device. FSA2DE Software may only be used to develop a specific application, and may not be used to run the application in a production environment except for InSQL, InTouch Runtime, I/O Servers, and InControl .if located on the same device as the FSA2DE License.

If the licensed Software includes the InControl I/O Driver Toolkit Software (the InControl Toolkit) then Licensee may use the licensed InControl Toolkit to prepare one or more customized interfaces between InControl and the software code for an I/O device (InControl I/O Drivers) incorporating some or all of the source code files of the InControl Toolkit. Licensee may then use the Extension Tools in connection with Licensees other applications of software. If the licensed Software includes a Data Access Server Toolkit (DAS Toolkit) then Licensee may use the licensed DAS Toolkit to prepare one or more DAS Servers incorporating some or all of the following compiled object code files of the DAS Server Toolkit: PlugInDDESL.msm, DCOMConfig.msm, IOClientToolkit.msm, ddeskit.msm, SuiteLink.msm, WWCommon.msm, WWNetDDE.msm, or WWLicensing.msm. Licensee may then use the DAS Server in connection with Licensees other applications of software. If the licensed Software includes the InControl Factory Object Toolkit Software (the InControl Factory Object Toolkit) then Licensee may use the licensed InControl Factory Object Toolkit to prepare one or more ActiveX objects incorporating some or all of the source code files of the InControl Factory Object Toolkit. Licensee may then use the objects in connection with Licensees other applications of software. If the licensed Software included InControl Extensibility Toolkit Software (the InControl Extensibility Toolkit) then Licensee may use the licensed InControl Extensibility Toolkit to prepare one or more ActiveX objects incorporating some or all of the source code files of the InControl Extensibility Toolkit. Licensee may then use the objects in connections with Licensees other applications of software. If the licensed Software includes the InTouch Extensibility Toolkit Software (the InTouch Toolkit) then Licensee may use the licensed InTouch Toolkit to prepare one or more wizards, script extensions or programs that access the InTouch tag database (Extension Tools) using the Wizard Extension Software Development Kit (SDK), Script Extension SDK for development of internal scripts, Idea SDK and Visual Basic SDK for access to InTouch databases from programs outside the InTouch family, incorporating some or all of the following compiled object code files of the InTouch Toolkit: ptacc.dll; itedit.ocx; wizapi.dll; vbit.vbx; and wizdll.dll. Licensee may then use the Extension Tools in connection with Licensees other applications of software. If the licensed Software includes the InBatch SDK Toolkit Software (the SDK Toolkit) then Licensee may use the licensed SDK Toolkit to prepare one or more sets of Application Program Interfaces (SDK Tools) incorporating some or all of the following compiled object code files of the SDK Toolkit: Batch Talk Library, Batch Database Library, Tag Talk Library, Security Library, and Environment Talk Library. Licensee may then use the SDK Tools in connection with Licensees other applications of software. If the licensed Software includes an Application Object

2.1.5 SuiteVoyagertm. If the Software licensed by Licensee hereunder (as shown on the License File, License Certificate or Order Forms) includes a license for Software known as SuiteVoyagertm Portal, then the Licensees access to the SuiteVoyagertm Portal is limited by Per Server Use. Under Per Server Use the Licensee must purchase a SuiteVoyagertm CAL (SV CAL) which limits the number of Devices and/or Users accessing or utilizing the services of the SuiteVoyagertm Portal. Additionally, each SuiteVoyagertm Portal incorporates the option of installing a SQL Data Web Service (Web Service). This Web Service may be installed anywhere on any single Device provided that such use is limited to transmitting information only to a SuiteVoyagertm Portal. The SuiteVoyager Portal also includes a license for the Application Toolkit and a license for the Data Provider Toolkit. If Licensees use of SuiteVoyagertm Portal requires the access of any database, Licensee must purchase the required access license for each database accessed. Licensees use of SuiteVoyagertm Portal as a database access multiplexing or pooling device without the required Wonderware Per Device and/or Per Named User CAL or Server license or any third party required database license is a violation of the Software License granted hereunder and a breach of this Agreement. 2.1.6 Referencing and Tag Counts. Certain components of the Software may include functionality that permits "referencing" of remote tags from Wonderware software applications running on other computers or Devices. The maximum number of tags that Licensee may utilize or reference (for remote and local use combined) is limited to the number of local tags specified for the Software licensed hereunder as specified in the License File, Order Form or License Certificate. 2.1.7 Toolkit Restrictions and Rights. If the licensed Software includes I/O Server Toolkit Software (I/O Server Toolkit) then Licensee may use the licensed I/O Server Toolkit to prepare one or more I/O servers incorporating some or all of the following compiled object code files of the licensed I/O Server Toolkit: the FactorySuite 2000 Common Component (excluding the Crystal Reports software) files found in the FS2KCOMM folder of the FactorySuite Toolkit CD along with the I/O Server Toolkit header files (H files) and one library file (toolkit7.lib), plus both WWLogger.exe files (16 or 32 bit versions). Licensee may then use the I/O servers in connection with Licensees other applications of software.

Toolkit (Application Toolkit) then Licensee may use the Application Toolkit to prepare one or more application object templates for use with the Software. If the licensed Software includes the SuiteVoyagertm Development Edition Toolkit (SuiteVoyagertm Toolkit) Licensee may use the SuiteVoyagertm Toolkit to build one or more data connectors that provides data to SuiteVoyagertm and one or more applications for use with SuiteVoyagertm. Licensee may further distribute, royalty free, the I/O Servers, InControl I/O Drivers, InControl Factory Objects, Extension Tools, SDK Tools, DAS Server, Application Object Templates, SuiteVoyagertm Data Connectors, and SuiteVoyagertm Applications it prepared to other third party users of Wonderware software products provided that Licensee: (a) includes Wonderwares copyright and other proprietary rights notices; (b) indemnifies, holds harmless and defends Wonderware and its suppliers from and against any claims or lawsuits, including attorneys fees, that arise or result from the use or distribution of the I/O servers, Extension Tools, SDK Tools or Licensees products; (c) agrees that all such items are provided AS IS without warranty of any kind, and (d) otherwise comply with the terms and limitations of this Agreement. 2.1.8 Terminal Server Edition Technology. If Licensee uses Terminal Server Edition or other technology to run two or more instances (copies) of the same Software on a single Server or Device then a separate license must be purchased for each instance (copy) of the Software being run. 2.1.9 Failover Cluster Applications. If Licensee purchases a Failover Cluster license as shown on the Software License Certificate, , then a single license of the software may be purchased and installed on each Device in the cluster as if the Failover Cluster were a single device. 2.1.10 I/O and DAS Servers. Certain I/O and DAS server software may be included as part of the Software. Licensee may use any compatible standard Wonderware I/O and DAS server software with any other compatible Software components. 2.1.11 Runtime Restriction. If the Software licensed hereunder is for Runtime use, then it may only be used to run a specific application, and may not be used either (a) to develop, and/or (b) in conjunction with, new applications, databases, or tables other than those contained in the specific application to which the Runtime license relates. This provision does not prohibit Licensee from using a tool to run queries or reports from existing tables, or from using a separately licensed development environment to configure or extend such specific application. 2.1.12 No Multiplexing or Pooling. Use of software or hardware that reduces the number of users directly or indirectly accessing or utilizing Server Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of CALs required. The required number of CALs would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end."

2.1.13 FactorySuite (FS) Gateway. If the Software licensed hereunder (as shown on the License File, License Certificate or Order Form) includes a license for FS Gateway Software, then this Software can be used to link clients and data sources that communicate using different data access protocols, but only in conjunction with Wonderware software products. . 2.1.14 Galaxy Repository (GR) Access. The use of the Galaxy Repository (GR) Access interface and associated .DLLs by a Non-Wonderware client application is restricted to the physical device where the FactorySuite A2 Development Environment License is located. 2.1.15 OS Configuration Utility. As part of the installation process of this Software, an OS Configuration Utility will be downloaded on to your computer in the event that its operating system is Microsoft Windows XP. This OS Configuration Utility is for use with versions of Microsoft Windows XP that have been upgraded with the Microsoft Service Pack 2 for Windows XP (a "WINXP SP2 Updated System"). When this utility is installed on an operating system other than a WINXP SP2 Updated System, it will not make any changes to the operating system settings. When this software utility is installed on a WINXP SP2 Updated System, it will make permanent changes to your WINXP SP2 system settings by opening up specific ports in order to enable your Software to continue to work with WINXP SP2 Updated System. Your Software will not operate on a WINXP SP2 Updated System without running this OS Configuration Utility. For further information on the changes that will be made by this OS Configuration Utility you may contact your local Wonderware Distributor, or visit out web site at http://www.Wonderware.com/support/mmi, or send us an email at support@wonderware.com, or contact Wonderware Technical Support by calling 1.949.639.8500. 2.2 Ownership. Licensee owns the magnetic or other physical media upon which the Software is originally or subsequently recorded or fixed, but Wonderware or Wonderwares Licensors retains all title, copyright and other proprietary rights in, and ownership of, the Software regardless of the media upon which the original or any copy may be recorded or fixed. Licensee does not acquire any rights, express or implied, other than those expressly granted in this Agreement. 2.3 Copy Restrictions. Copyright laws and international treaties protect the Software, including the Documentation. Unauthorized copying of the Software, the Documentation or any part thereof, is expressly prohibited. Subject to these restrictions, Licensee may make one (1) copy of the Software solely for backup or archival purposes, and may make a limited number of copies of the Documentation for use by Licensee in connection with its authorized use of the Software. Licensee will number and account for all such copies. All titles, trademarks, and copyright and restricted rights notices will be reproduced in such copies. 2.4 Use Restrictions. Licensee may transfer the Software from one Designated Device to another for

application development or for operation of the Software provided that: (i) the Software (including the License Files) is completely removed from the initial Designated Device prior to installing the Software on the second computer, and (ii) the end-user identification information (including the identification and location of the Designated Computer) contained within the License File remains accurate. The Software may only be used on one Device at a time. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Device. Licensee will not, nor will Licensee suffer or permit others to, modify, adapt, translate, reverse engineer, decompile or disassemble the Software or any component thereof (including the Documentation), or create derivative works based on the Software (including the Documentation), except to the extent such foregoing restriction is agreed to in writing by Wonderware or prohibited by applicable law. 2.5 Transfer and Assignment Restrictions. Licensee may not transfer, sublicense, rent, lease, sell, loan or assign the Software or any part thereof, or any of its rights or duties under this Agreement, to any other person or entity without the prior written consent of Wonderware. 2.6 Verification. At Wonderwares written request, not more frequently than annually, Licensee will furnish Wonderware with a signed certification verifying that the Software is being used in accordance with the provisions of this Agreement. Wonderware may audit Licensees use of the Software. Any such audit will be conducted during regular business hours at Licensees facilities and will not unreasonably interfere with Licensees business activities. If an audit reveals that Licensee is using Software contrary to the terms and limitations of this License Agreement then Licensee will be invoiced for additional license fees consistent with Licensees actual use of the Software in accordance with Wonderwares then current price list for the Software, which amount will be immediately due and payable. This assessment of additional fees will be without prejudice to any other remedies Wonderware may have for breach of this Agreement, including without limitation termination under Section 4.3. 2.7 Version Limitations. The Software, and various components thereof, contain certain version numbers (such as version "6.5"). This Agreement permits Licensee to install one copy of the Software with the same (or a lower) version number as the Software version number listed on the License File or Order Form (or in an Update that is part of the Software hereunder licensed) on the number of computers authorized hereunder (for example, if the version number listed for a particular component of the Software is "6.5", then Licensee may install a copy of that component of the Software having a "6.5" or "6.0" version number, but not a "6.6" version number). 2.8 Run Time Maintenance. If the Software licensed by Licensee includes both (i) the development components of Wonderware's WindowMaker software product, and (ii) one or more run-time licenses for applications created using those WindowMaker development components, then Licensee may install those development components of the WindowMaker Software on the run-time licensed computers provided,

however, the License File for those development components of the WindowMaker Software must only be used on one computer at a time. 2.9 InTouch Development License. If the Software licensed hereunder by Licensee includes the development components of the Wonderware WindowMaker software product, then the Licensee is licensed for one runtime license for the application created using the WindowMaker development component. Additional runtime licenses must be purchased separately. 3.0 Technical Support Services.

3.1 Support Services. If Licensee purchases Support Services under an Annual Support Agreement then such services will be provided to Licensee subject to the provisions and limitations in this Agreement and the Technical Support Services Policy in effect on the date the Software is delivered to Licensee. The price of such services will be based on Wonderwares (or its authorized distributors, as the case may be) price list in effect on the date such Technical Support Services are ordered by or for Licensee. 3.2 Training Services. Training Services will be provided to Licensee subject to the provisions and limitations in this Agreement and Wonderwares Training policies in effect on the date such Training Services are ordered by or for Licensee. The price of such services will be based on Wonderwares price list in effect on the date such Training Services are ordered by Licensee. 3.3 Sole Source Support. Wonderware and its authorized distributors and resellers (including systems integrators) are the sole support contacts for the Software. 4.0 Term and Termination.

4.1 Term. The license granted hereunder will continue perpetually unless terminated by Licensee or Wonderware under this Article 4.0. 4.2 Termination by Licensee. Licensee may terminate the license granted hereunder at any time upon delivery of written notice to Wonderware. Termination will not relieve Licensee of its obligations specified in Section 4.4 below. 4.3 Termination by Wonderware. This Agreement and the license granted hereunder automatically terminates if Licensee breaches any provision of this Agreement including but not limited to the failure to pay in full the License Fee when due. 4.4 Effect of Termination. Immediately upon termination of this Agreement or the license granted hereunder, Licensee will cease using the Software, will delete the Software, including the License File(s), from its computer and will either return to Wonderware or destroy the Software, including the License File(s), Documentation, packaging and all copies thereof. If Licensee elects to destroy the Software then Licensee will certify in writing to Wonderware the destruction of

the Software. Termination of this Agreement and return or destruction of the Software will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Licensees obligation to pay all fees and expenses that have accrued or are otherwise owed by Licensee under this Agreement or any Order Form received and accepted by Wonderware. The parties rights and obligations under the following sections of this Agreement will survive termination of this Agreement: Article 1.0, Section 2.2, Section 2.3, the last sentence of Section 2.4, Section 2.5, Section 2.6, this Article 4.0, Article 5.0 and Article 6.0. 5.0 Indemnity, Warranties and Remedies

5.2.1 Limited Software Warranty. Wonderware warrants for a period of ninety (90) days following delivery of the Software that the Software will perform substantially in accordance with the Documentation. 5.2.2 Limited Media Warranty. Wonderware warrants for a period of ninety (90) days following delivery of the Software that the CD-ROMs, diskettes, or other media upon which the Software is delivered are free from defects in materials and workmanship under normal use. 5.2.3 Limited Technical Support Services Warranty. Wonderware warrants for a period of ninety (90) days following performance of the service that its Technical Support Services will be performed consistent with generally accepted industry standards. 5.2.4 Disclaimer of All Other Warranties. THE WARRANTIES ABOVE IN THIS SECTION 5.2 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WONDERWARE, ITS DEALERS, DISTRIBUTORS OR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES GIVEN IN THIS SECTION, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. Wonderware does not warrant that the Software will meet Licensees requirements, that the Software will operate in combinations other than as specified in the Documentation, that the operation of the Software will be uninterrupted or error-free or that Software errors will be corrected. Preproduction releases (including Alpha and Beta site releases) of Software and Technical Support Services related thereto are distributed AS IS. 5.3 Exclusive Remedies. For any breach of the warranties contained in Section 5.2, Licensees exclusive remedy, and Wonderwares entire liability, will be: 5.3.1 For Software. During the Warranty period, Wonderware will use commercially reasonable efforts to provide maintenance modifications or fixes with respect to any such material defect (i.e. any defect covered by subsection 5.2.1) in a reasonably timely manner. If Wonderware is unable to make the Software operate as warranted, then Licensee may, within thirty (30) days after Wonderwares failure to cure or fix the defect, elect to terminate the license granted hereunder and recover the License Fee paid to Wonderware with respect to the defective Software. 5.3.2 For Media. The replacement of the defective media returned within ninety (90) days of delivery of the Software. 5.3.3 For Technical Support Services. The reperformance of the services, or if Wonderware is

5.1 Infringement Indemnity. Subject to the limitations in Article 6 of this Agreement, Wonderware will defend and indemnify Licensee against a third party claim (an "Indemnified Claim") that the Software infringes any copyright enforceable in any Included Jurisdiction or misappropriates any trade secret (as the terms "misappropriation" and "trade secret" are defined in the Uniform Trade Secrets Act) protected under the laws of any of the United States, provided that: (i) Licensee notifies Wonderware in writing within 30 days of the claim; (ii) Wonderware has sole control of the defense and all related settlement negotiations; and (iii) Licensee provides Wonderware with the assistance, information and authority necessary to perform Wonderwares obligations under this Section. For any intellectual property claim for which a defense is not provided in this Section 5.1, Wonderware, in its sole discretion, may elect to treat such intellectual property claim as an Indemnified Claim as defined in this Section 5.1. Wonderware will have no liability for any claim of infringement based on use of a superseded or altered release of Software if the infringement would have been avoided by the use of a current unaltered release of the Software which was obtainable by Licensee from Wonderware. Wonderware will have no obligation to any Licensee for any Indemnified Claims relating to allegations of copyright infringement which arise outside the geographical boundaries of the United States, Canada, Japan, or the European Union ("Included Jurisdictions"), or any Indemnified Claims relating to allegations of trade secret misappropriation which arise outside the geographical boundaries of the United States. If the Software is held, or is believed by Wonderware, to infringe, then Wonderware will have the option, at its expense, to: (i) modify the Software to be noninfringing; or (ii) obtain for Licensee a license to continue using the Software. If, in Wonderwares sole discretion, it is not economically or commercially reasonable to perform either of the above options then Wonderware may terminate the license for the infringing Software and refund to Licensee the License Fee paid to Wonderware for the infringing Software. This Section 5.1 states Wonderwares entire liability and Licensees sole and exclusive remedy for infringement. 5.2 Limited Warranties and Disclaimers.

unable to perform the services as warranted, Licensee will be entitled to recover the fees paid to Wonderware for the unsatisfactory service. 6.0 General Provisions.

6.1 Update Policy. Wonderware may from time to time, but has no obligation to, create Updates of the Software or components thereof. Subject to the Technical Support Services Policy in effect at the time Licensee orders Technical Support Services, Wonderware will make such Updates available to Licensee provided Licensee has entered into a Annual Support Agreement, and not in breach of this Agreement at the time of the release of the Update. 6.2 Liability Limitation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR LICENSEE'S VIOLATION OF ARTICLE 2 OR SECTION 6.12 HEREOF, IN NO EVENT WILL EITHER PARTY, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING WONDERWARE LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WONDERWARES LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT OR TORT) WILL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID TO WONDERWARE WITH RESPECT TO THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM LICENSEES USE OF PARTICULAR LICENSE FILES OR TECHNICAL SUPPORT SERVICES THEN SUCH LIABILITY WILL BE LIMITED TO LICENSE FEES PAID TO WONDERWARE FOR THE RELEVANT SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN WONDERWARE AND LICENSEE. WONDERWARES PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 6.3 Governing Law. This Agreement will be interpreted and enforced in accordance with the laws of the State of California, USA, without regard to choice of law principles. 6.4 Jurisdiction and Arbitration. All disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by the parties good faith attempt to negotiate a resolution will be submitted to final and binding arbitration before JAMS/Endispute, or its successor, in Orange County, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in

accordance with the provisions of JAMS/Endisputes Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/Endispute and each other in selecting a single arbitrator who will be a former judge or justice with substantial experiences in resolving business disputes with particular experience in resolving disputes involving computer software. The costs of arbitration will be shared equally by the parties. The provisions of this Section may be enforced by any court of competent jurisdiction. The arbitrator will not be empowered to award damages in excess of, or inconsistent with, the liability limitations contained in this Agreement; however, the prevailing party will be entitled to an award of all costs, fees and expenses, including expert witness fees and attorneys fees, to be paid by the party against whom enforcement is ordered. 6.5 Notices. All notices required to be sent hereunder will be in writing and will be deemed to have been given when mailed by first class mail to the address shown on the relevant Order Form (if to Licensee) or to the Wonderware address shown on the relevant Order Form (if to Wonderware). 6.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 6.7 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Wonderwares proprietary rights in the Software, no action, regardless of form, arising from or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. 6.8 Entire Agreement. This Agreement (together with any information from the Order Forms and License Files necessary to identify the Software that is the subject of this Agreement or further specific restrictions applicable to such Software) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. No other act, document, usage or custom will be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement and any Order Form issued by Wonderware will supersede the terms in any Order Form or other purchasing document submitted by Licensee; and the terms of any Licensee Order Form or other purchasing document are expressly rejected to the extent inconsistent with the terms of this Agreement. Certain components of the Software may also be subject to a paper or electronic license agreement delivered by or on behalf of Wonderware concurrently herewith, the terms of which will be supplemental hereto to the extent not inconsistent herewith. If a copy of this Agreement in a language other than English is included with the Software or Documentation, it is included for convenience and the English language version of this Agreement will control.

6.9 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained will be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. 6.10 Export Restrictions. Licensee agrees to comply fully with all relevant export laws and regulations of the United States (the Export Laws) to assure that neither the Software nor any direct product thereof are (I) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws. Without limiting the foregoing Licensee will not export or reexport the Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any end user who Licensee knows or has reason to know will utilize the Software in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. 6.11 U.S. Government Restricted Rights. The Software is a "commercial item" as that term is defined at 48 CFR 2.101 (October 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 CFR 12.212 (September 1995), and is provided to the U.S. Government only as a commercial end item. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. Contractor/ manufacturer is Invensys Systems, Inc., 26561 Rancho Parkway South, Lake Forest, CA 92630. Telephone number (949) 727-3200. 6.12 Third Party Intellectual Property Right Notices. The Software may contain components that are owned by third parties (Wonderware Licensors) and are incorporated into, or embedded in, the Software pursuant to license arrangements between Wonderware and such third parties. Use of the Wonderware Licensor components embedded in the Software is subject to: (i) this Agreement or (ii) the Wonderware Licensors end user license agreement (EULA) if provided with the installation of the Software. In addition, License agrees that the embedded components may not be used in any other fashion or for any other purpose other than as provided under this Agreement or the EULA. Copyright and other proprietary rights notices of Wonderware and Wonderware Licensors are contained in the Software, and Licensee will not modify, delete, or obfuscate any such notices. 6.13 Confidentiality. The Software, including the Documentation, the terms and pricing under this Agreement, and any other information that may be marked as confidential is confidential and proprietary information of Wonderware (Confidential Information). Results of any benchmark tests on the Software run by

Licensee may not be disclosed outside of Licensees organization without the prior written consent of Wonderware. Licensee will hold the Confidential Information in strict confidence during the term of this Agreement and for a period of five (5) years thereafter. Licensee will take reasonable steps to ensure that its employees and agents also comply with the strict confidentiality obligations of this Section. Licensee acknowledges that confidential aspects of the Software (including any source code) is a trade secret of Wonderware, the disclosure of which would cause substantial harm to Wonderware that could not be remedied by the payment of damages alone. Accordingly, Wonderware will be entitled to preliminary and permanent injunctive and other equitable relief for any breach of this Section 6.12. 6.14 Note on JAVA Support. The Software may contain support for programs written in JAVA. JAVA technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of JAVA technology could lead directly to death, personal injury, or severe physical or environmental damage. 6.15 FactorySuite Solution Providers Program. Through its FactorySuite Solution Providers Program Wonderware makes available for licensing from independent third party vendors (Program Vendors) certain computer software products (Program Products). Licensing and use of Program Products are subject to the terms and limitations of separate license agreements with each such Program Vendor, which license agreements must be viewed and accepted prior to, or concurrently with, the down-loading or installation of the Program Product. Wonderware makes no representation or warranty with respect to any Program Products.