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Note: This USA version of Attachment 1 to the IRA Agreements is made available here for your on-line review but is not to be used as the official agreement. For that purpose, the fully-formatted version, without formatting changes, may be retrieved for use by USA organizations from ftp.cren.net via anonymous ftp as the file /ira/ibm-agreement.ps for the PostScript version, or /ira/ibm-agreement.rtf for the RTF version. The international version is be available as /ira/ibm-agreement-intl.ps and /ira/ibm-agreement-intl.rtf.

ATTACHMENT 1

TO

IRA PURCHASE AGREEMENT

AND TO

IRA LEASE/PURCHASE AGREEMENT

LICENSED INCORPORATED IBM PROGRAMS AGREEMENT

        SPECIFIC SYSTEM SERIAL NO.______________

        USAGE DESIGNATOR CODE ________________

IBM has signed an agreement with Corporation For Research & Educational Networking ("Seller") to incorporate, distribute and support some of our programs in the United States of America (Country Name). Systems sold to you by Seller ("Specific Systems") use certain IBM Programs ("Programs") and Licensed Internal Code ("Code"). IBM licenses the Programs and Code to you under the terms of this Agreement. IBM is not responsible for 1) the actions of the Seller, 2) any additional obligations the Seller may have to you, or 3) any products or services the Seller may supply to you. You are responsible for the results obtained from the Programs and Code.

LICENSES

Programs are copyrighted and licensed (not sold). IBM does not transfer the title to you. IBM owns all copies of the Programs, including all copies made from them.

If you are the rightful possessor of a Specific System, under each license for the Programs, IBM authorizes you to do only the following:

    1. on a non-exclusive basis, use the Programs' machine-readable portion only on the Specific System designated by serial number, for which the Programs are provided. You may allow up to the number of simultaneous users of the programs as is specified by the Usage Designator Code on this Agreement. IBM licenses the Programs to only one rightful processor at a time.

    2. store the Programs' machine-readable portion in, transmit it through, and display it on, machines associated with the Specific System.

    3. make a back-up or archival copy of the Programs (unless Seller makes one available for your use) provided you reproduce the copyright notice and any other legend of ownership on the copy. You may use the copy only to replace the original when necessary.

Specific Systems use Licensed Internal Code ("Code"). IBM owns copyrights in Code. IBM owns all copies of Code, including all copies made from them. If you are rightful possessor of a Specific System, IBM grants you a non-exclusive license to use the Code (or any replacement provided by Seller) on only the Specific System, designated by serial number, for which the Code is provided. IBM licenses the Code to only one rightful possessor at a time.

For each license of the Code, IBM authorizes you to do only the following:

    1. execute the Code on the Specific System;

    2. make a backup or archival copy of the Code (unless Seller makes one available for your use) provided you reproduce the copyright notice and any other legend of ownership on the copy. You may use the copy only to replace the original, when necessary; and

You agree to acquire any replacement for, or additional copy of, Programs or Code directly from Seller in accordance with this Agreement. You agree to use those Programs and Code under the terms of this Agreement.

You agree to use the Programs and Code only as authorized above. You may not do, for example, and of the following:

    a. otherwise copy, display, transfer, adapt, prepare derivative works, modify or distribute the Programs or Code (electronically or otherwise);

    b. reverse assemble, reverse compile, or otherwise translate the Programs or Code;

    c. sublicense or assign the license for the Programs or Code; or

    d. lease the Programs or Code or any copy of them.

Your license to the Programs and Code terminates when you no longer rightfully possess the Specific System.

WARRANTY

THE IBM LICENSED INCORPORATED PROGRAMS AND LICENSED INTERNAL CODE ARE PROVIDED TO YOU ON AN "AS IS" BASIS. IBM MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

IBM's entire liability and your exclusive remedy for actual damages from any cause whatsoever relating to this Agreement will be limited to $100,000. This limitation will apply, except as otherwise stated in this paragraph, regardless of the form of action, whether in contract or in tort, including negligence. This limitation will not apply to claims for bodily injury or damage to real property or tangible personal property for which IBM is legally liable.

IBM will not be liable for any damages arising from performance or nonperformance of the Seller's offerings. In no event will IBM be liable for any damages caused by your failure to perform your responsibilities. Further, IBM will not be liable for damages claimed by you based on any third party claim.

In no event will IBM be liable for any loss of, or damage to, your records or data, or for any lost profits, lost savings, incidental damages or other economic consequential, even if IBM is advised of the possibility thereof.

CHANGES TO THE TERMS

In order to maintain flexibility in our products, IBM may change the terms of this Agreement by giving you three months' written notice. However, these changes are not retroactive. They apply as of the effective date specified in the notice.

Seller is not authorized by IBM to change or modify the terms of this Agreement.

PROTECTION AND SECURITY

You will take appropriate action, by instruction, agreement or otherwise, with any person permitted access to any Programs or Code to satisfy all your obligations under this Agreement.

You will insure, before disposing of any media, that any Programs or Code contained on it has been erased or destroyed.

TRANSFER

You may transfer possession of the Programs and Code to another party only with the transfer of the Specific System. If you do so, you must (1) either give the other party all your copies of the Programs and Code or destroy them, and (2) give the other party a copy of this Agreement with the Specific System's identification information filled in below. IBM licenses the other party when it accepts these terms by initial use of the Programs and Code. These terms apply to all Programs and Code you acquire from any source.

GENERAL

You may terminate this Agreement on one month written notice to Seller. Either of us may terminate this Agreement if the other does not comply with any of its terms. Upon termination, you agree to return or destroy all copies of Programs and Code.

Neither of us will bring a legal action under this Agreement more than two years after the cause of action arose.

You may have additional rights under certain laws which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply, our exclusion or limitations may not apply to you.

All you rights, all our obligations, and all licenses (except for the Code) are valid only in the United States of America (Country Name). The laws of the State of New York govern this Agreement.

YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSED INCORPORATED PROGRAM AGREEMENT AS EVIDENCED BY YOUR SIGNATURE OR THAT OF YOUR AUTHORIZED REPRESENTATIVE BELOW.

Agreed to:

    CUSTOMER Name: ___________________________________

    CUSTOMER Address: _________________________________

    By /s/: ______________________________________________

    Name: ______________________________________________

    Title: _______________________________________________

    Date: _______________________________________________

    *Specific Systems Serial No.: ____________________________

    *Usage Designator Code: _______________________________


*Must appear on signature page to be a valid Licensed Incorporated Program Agreement.


CREN's IRA PRODUCT

INFORMATION FOR SUBSEQUENT LICENSEES

This is a copy of the Licensed Incorporated Programs Agreement and must be provided to the subsequent licensee when Programs and Code are transferred.

The Specific System being transferred is identified as follows:

      SPECIFIC SYSTEM SERIAL NUMBER: ____________________