Nest Sdk Developer Product Distribution Agreement

NOVELL, INC.
NEST SDK Developer Product Distribution License Exhibit


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This NEST SDK Developer Product Distribution License Exhibit (the "Exhibit") to the NEST SDK 1. x Supplement (the "Supplement") and the Novell Embedded Systems Technology Master Agreement (the "Agreement") is entered into by Novell and Developer. This Exhibit is effective as of July 31st, 1996 ("Distribution License Effective Date").


1. INTRODUCTION. The purpose of this Exhibit is to allow Developer, subject to
the restrictions contained in this Exhibit and the Agreement, to
sublicense, duplicate, and distribute Qualifying Developer Products
developed under the Agreement between Novell and Developer. All terms and
conditions of the Agreement are incorporated herein by reference and shall
have full force and effect between the parties in the interpretation of
this Exhibit.


2. DEFINITIONS. Capitalized terms in this Exhibit have the meanings stated
below or defined in the Agreement.


2.1 "Software" means binary code and Program Tools or binary code produced
from Program Tools that are linked or included in Developer Product
pursuant to the Supplement and is subject to all terms and conditions
of that Supplement.


2.2 "Sublicense" means an executed agreement or shrink-wrap agreement or
electronic license that an end user consents to by performing a
physical act (e.g., pushing a button on a keyboard) before utilizing
the Qualifying Developer Product which at minimum provides the
following or equivalent protection to Novell:


2.2.1 restricts the number of copies of the Software to one operating
copy per Qualifying Developer Product;


2.2.2 permits only those number of copies of the Software as are
essential to back up or archival use of the Software;


2.2.3 states that no title to the intellectual property contained in
the Software is transferred to the sublicensee and it is
retained by Novell;


2.2.4 represents that the human readable code of the Software (source
code) is not sublicensed to the sublicensee;


2.2.5 restricts sublicensees from de-compiling and reverse assembling
the software to discover the source code; and


2.2.6 prohibits time-sharing, lease, rental, distribution, transfer,
sublicense, and unauthorized use of the Software, without prior
written consent.


3. LICENSES AND RESTRICTIONS.


3.1 Distribution License. Subject to the terms and conditions of this
Exhibit and the Agreement, Novell grants to Developer, and Developer
accepts, a non-exclusive, non-transferable, world-wide license to
reproduce and distribute (directly or indirectly) the Qualifying
Developer Products, being the Developer Products identified below that
are found to meet the Qualifying Developer Product requirements, but
only under a Sublicense between Developer and its end users or, in the
case of distribution through Developer's OEM customer, Developer must
obtain binding contractual assurances that Developer's OEM customers
will only distribute the Qualifying Developer Products under a
Sublicense between Developer's OEM customer and its end users.


Developer Product Title: NetScan(TM)
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NEST Components Licensed: IPX/SPX, Nest Requester
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Developer Product Title:
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NEST Components Licensed:
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