Software License Agreement Dated 1-23-98

EXHIBIT 10(bb)


SOFTWARE
LICENSE AGREEMENT
This Software License Agreement ("Agreement") is entered into and is effective as of JANUARY 15, 1998, ("Effective Date") by and between Compaq Computer Corporation ("Compaq"), a Delaware corporation with its principal place of business at 20555 SH 249, Houston, Texas 77070-2698, and the licensee as defined in Exhibit A ("Licensee").


RECITALS
WHEREAS, Licensee is performing hardware and software configuration and testing operations in relation to certain Compaq personal computer products ("Product"). The configuration and testing specifications will be set forth the Channel Configuration Partner Agreement entered into by the parties. As part of this development effort, Compaq has agreed to license Licensee Compaq's proprietary software download, diagnostics, and test software for use by Licensee in its configuration operations.


ARTICLE I
DEFINITIONS
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1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:


(a) "Compaq" means Compaq Computer Corporation and its subsidiaries.


(b) "Confidential Information" shall mean:


(i) Regardless of whether such information is disclosed by design or
by accident, Confidential Information includes, without
limitation, all of the following information disclosed by Compaq,
whether before, on or after the Effective Date of this Agreement,
in connection with the performance of its rights and obligations
specifically set forth in this Agreement or any Exhibit to this
Agreement: the terms and conditions of this Agreement, the
Licensed software and all portions and components thereof (in any
stage of development), source code, object code, plans, know-how,
programs, program materials, programming techniques, flow charts,
diagrams, notes, outlines, designs, drawings, specifications,
techniques, models, procedures, functions, formulas, processes,
algorithms, mask works, ideas, inventions, operations, methods,
concepts, data (including, without limitation, production data,
technical and engineering data, test data and results), the
status and details of research and development of products and
services, discoveries, documentation (including, but not limited
to, automation documentation), operations or system manuals,
sales methods and strategies, customer information, financial
information, pricing policies, price and cost information,
marketing techniques, employee information, agreements and other
information not generally known to the public.


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COMPAQ/LICENSEE CONFIDENTIAL


(ii) All trade secrets and other proprietary ideas, concepts, know-
how, methodologies and all information incorporated in the
Confidential Information.


(iii) All enhancements, upgrades, modifications, revisions and new
versions of the Confidential Information.


(iv) Information described or designated as proprietary or
confidential whether or not owned or developed by Compaq, and
information disclosed to Compaq by a third party which Compaq is
obligated to treat as confidential.


Confidential Information shall not include information which belongs
to the Licensee or is (v) already known by the Licensee without an
obligation of confidentiality, (w) publicly known or becomes publicly
known (other than as a result of any breach of this Agreement or any
other agreement between the parties hereto) through no unauthorized
act of the Licensee, (x) rightfully received by the Licensee from a
third party that is not a party to this Agreement without an
obligation of confidentiality, (y) independently developed by the
Licensee without use of the Compaq's Confidential Information and the
Licensee can prove such independent development, or (z) prior to any
disclosure, is specifically approved in writing for disclosure by the
Compaq.


(c) "License Purpose" shall mean the purpose set forth in Exhibit A.


(d) "Licensed Software" shall mean the software set forth in Exhibit A.


(e) "Notice Address" shall mean Licensee's address set forth in Exhibit A,
to which all notices required under the Agreement will be sent.


(f) "Object Code" shall mean the machine readable form computer
programming code as opposed to the human readable form of computer
programming code.


(g) "Product" shall mean the Compaq products defined in Exhibit A.


(h) "Site" shall mean the locations set forth in Exhibit A.


(i) "Source Code" shall mean the human readable form computer programming
code and related system level documentation, including all comments
and any procedural code such as job control language.


(j) "Term" shall mean the term set forth in Exhibit A.


1.2 OTHER DEFINITIONS. Terms used in this Agreement are defined in the context in which they are used and shall have the respective meanings there indicated.


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COMPAQ/LICENSEE CONFIDENTIAL


ARTICLE II
LICENSE
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2.1 LICENSE. Compaq grants Licensee a non-exclusive, revocable, non- transferable, non-assignable, limited license to use the Licensed Software internally at the Site solely for the License Purpose and for no other purpose. The license granted to Licensee in this Paragraph 2.1 does not authorize Licensee to distribute, market, or sublicense the Licensed Software or a product containing any portion of the Licensed Software or any modifications derived by or resulting from Licensee's access to the Licensed Software under this Agreement. No right, license or privilege is granted to any person or entity other than Licensee. Specifically, but without limitation, no right, license or privilege is granted to any entities related to or associated with Licensee including, but not limited to, affiliates, subsidiaries, parent entities or agents of Licensee.


ARTICLE III
PROTECTION OF PROPRIETARY RIGHTS
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3.1 CONFIDENTIALITY. The Licensee's obligations with respect to the confidential and/or proprietary rights of Compaq are as follows:


(a) Licensee shall use at least the same means it uses to protect its own
confidential proprietary information, but in any event not less than
reasonable means, to prevent the disclosure and to protect the
confidential and/or proprietary nature of that Confidential
Information.


(b) Licensee shall not, directly or indirectly, disclose the Confidential
Information to third parties.


(c) Licensee shall maintain the confidentiality of the Confidential
Information and, without limitation thereon, shall not, other than as
expressly provided in this Agreement or any Exhibit to this Agreement,
directly or indirectly, (i) transfer or disclose the Confidential
Information or any portion thereof to any third party; (ii) use the
Confidential Information or any portion thereof in any manner except
for the performance of its rights and obligations specifically set
forth in this Agreement or in any Schedule to this Agreement; (iii)
copy or reproduce in any form, or alter or modify, any portion of the
Confidential Information; or (iv) reverse engineer, decompile,
disassemble, reengineer or otherwise reproduce in any form or attempt
to create or permit, allow or assist others to create source code of
any portion or component of any software that is Confidential
Information.


(d) Upon the written request of Compaq, Licensee shall return all copies
of Confidential Information to Compaq or certify by an officer of
Licensee, if so requested by Compaq, in writing that all copies of
Confidential Information have been destroyed. Licensee may return
Confidential Information, or any part thereof, to Compaq at any time.


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COMPAQ/LICENSEE CONFIDENTIAL


(e) Except as otherwise provided in this Agreement, Compaq does not make
any representation or warranty, express or implied, with respect to
any Confidential


(f) Information disclosed and Compaq shall not be responsible for any
expenses, losses or actions incurred or undertaken by Licensee as a
result of the receipt and use by the Licensee of the Confidential
Information.


(f) Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in Confidential
Information except for the use of such Confidential Information as
expressly provided herein. This Agreement is not intended, nor shall
it be construed, to create or convey any right in or upon any person
or entity not a party to this Agreement.


(g) Licensee acknowledges that Compaq would suffer irreparable damage in
the event of any breach of the provisions of this Agreement and that
monetary damages will be inadequate to compensate Compaq for such
breach. Accordingly, if Compaq has or would suffer irreparable damage
as a result of such actual or threatened breach, then Compaq will be
entitled to preliminary and final injunctive relief, as well as to
seek any other applicable remedies at law or in equity, against
Licensee. Licensee further agrees, that upon discovery of any such
unauthorized reproduction or disclosure of any Licensed Software, it
will promptly advise Compaq of such events and endeavor remedy the
situation to Compaq's satisfaction and to prevent any further
unauthorized reproduction or disclosure of any Licensed Software.


(h) Licensee acknowledges that any inventions or ideas in whole or in part
conceived or made by Licensee or any of its employees, representatives
or agents resulting from the knowledge of or use of any the
Confidential Information shall belong to Compaq and shall be deemed
part of the Confidential Information for the purposes of this
Agreement.


(i) License shall reproduce all notices, including without limitation,
copyright and confidentiality notices, on all permitted copies of the
Confidential Information, including without limitations, the Licensed
Software.


(j) Except as expressly provided for in this Agreement, Licensee shall not
copy or reproduce in any form, alter or modify the Confidential
Information, including without limitation, the Licensed Software or
any portion thereof.


(k) Licensee shall not reverse engineer, decompile, disassemble, re-
engineer or otherwise reproduce in any form or create or attempt to
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