1.1 In this agreement unless the context otherwise requires:

"DESIGNATED EQUIPMENT" means a computer owned or leased by the Licensee and under the Licensee's control.

"SOFTWARE" means the software programs in object code form specified in the Schedule including any New Release of the same made or issued pursuant to Clause 6 below.

"SOFTWARE MATERIALS" means the Software and the Documents.

"NEW RELEASE" means any improved modified or corrected version of the Software or Documents from time to time issued by NUS pursuant to Clause 6 below.

"DOCUMENTS" means the instruction manuals user guides and other information whether in printed or machine readable form made available at NUS's discretion to the Licensee.

"USE" means the copying or transmission of the Software or (where in machine readable form) the Documents into the Designated Equipment for the processing of the instructions contained in the Software or (as the case may be) the Documents.

In consideration of the mutual covenants and undertakings set out herein and subject to the Licensee's compliance with the terms and conditions of this Agreement, NUS grants and the Licensee accepts a non-exclusive, non-transferable, revocable, royalty-free licence to Use the Software (and where applicable the Documents) upon the Designated Equipment and to possess and refer to the Documents, for non-commercial use only.

You agree that: (i) all copyright, trademark and other intellectual property legends or notices will appear on all copies and derivative works of the Licensed Software or portions thereof and (ii) any publications, including technical reports and white papers, which mention results from software that uses DM-II CBA in any way must give conspicuous reference to the use of DM-II CBA and refer to the web site http://www.comp.nus.edu.sg/~dm2

3.1 The Software Materials contain confidential information of NUS and all copyright trade marks and other intellectual property rights in the Software Materials are the exclusive property of NUS.

3.2 The Licensee shall not:

3.2.1 save as provided in Clause 4 below make back-up copies of the Software Materials.

3.2.2 reverse compile, copy or adapt the whole or any part of the Software Materials for the purposes of correcting errors in the Software Materials.

3.2.3 assign transfer sell lease rent charge or otherwise deal in or encumber the Software Materials or use the Software Materials on behalf of any third party or make available the same to any third party or

3.2.4 remove or alter any copyright or other proprietary notice on any of the Software Materials.

3.3 The Licensee shall:

3.3.1 keep confidential the Software Materials and limit access to the same to those of its employees agents and sub-contractors who either have a need to know or who are engaged in the Use of the Software (including where appropriate the Documents).

3.3.2 reproduce on any copy (whether in machine readable or human readable form) of the Software Materials NUS's copyright and trade mark notices.

3.3.3 maintain an up-to-date written record of the number of copies of the Software Materials and their location and upon request forthwith produce such record to NUS.

3.3.4 notify NUS immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software Materials by any third party and

3.3.5 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of NUS in the Software Materials.

3.4 The Licensee shall inform all relevant employees agents and sub-contractors that the Software Materials constitute confidential information of NUS and that all intellectual property rights therein are the property of NUS.

4.1 The Licensee shall be entitled to make 2 back-up copy (copies) of the Software. Any such copy shall in all respects be subject to the terms and conditions of this Agreement and shall be deemed to form part of the Software.

4.2 The Licensee shall not be entitled to copy in whole or in part the Documents.

The Licensee may make modifications and enhancements to the Software but the ownership of these as well as in the Licensee's software models and the intellectual property rights therein shall vest in NUS and may only be used in the same manner as is permitted for the Software generally. The Licensee shall forthwith inform NUS of any modifications and enhancements which is made to the Software and shall make available a copy thereof to NUS. The Licensee's confidentiality obligations set forth in this Agreement shall apply to any modifications and enhancements.

NUS may at its sole and absolute discretion make available to the Licensee any New Release at no cost to the Licensee. The terms and conditions of this Agreement shall apply to any New Release.

If any material errors in the Software Materials attributable to NUS which prevent the performance of the same is confirmed, NUS may, in its absolute discretion, correct it or to provide instructions for circumvention without charge, provided, however, that: (i) the Licensee shall promptly notify NUS of any errors discovered and shall furnish to NUS adequate supporting documentation and details to substantiate and to assist NUS in the identification and detection of such error; and (ii) the error can be reproduced on properly functioning equipment controlled by NUS.

The Licensee assumes full responsibility for the results obtained from the use of the Software Materials and for application of such results. NUS has provided no warranties, either express or implied, with respect to the Software Materials. In particular, NUS makes no representation or warranty that the intellectual property rights in the Software materials are valid or that the use of the Software Materials with or without any modifications thereto is not an infringement of any right not owned by NUS. No implied warranty of merchantability or fitness for any purpose and no implied warranty arising by usage of trade, course of dealing, or course of performance is given by NUS or shall arise by this Agreement and/or NUS's and/or the Licensee's conduct in relation hereto or to each other, and in no event shall NUS be liable on any such warranty with respect to any item or any part of the Software Material. No warranty is provided with respect to any enhancements or modifications made by the Licensee. Any representation of any kind of any software shown or furnished to the Licensee by NUS, if any, was for illustrative purposes exclusively and neither did nor does constitute any representation or warranty of NUS.

NUS shall not be liable to the Licensee in respect of any breach of its contractual obligations arising under this Agreement or for any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement. In no event shall NUS be liable for any direct loss, loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Licensee as a result of an action brought by a third party for any reason whatsoever) even if such loss was reasonably foreseeable or NUS had been advised of the possibility of the Licensee incurring the same.

This Agreement shall continue until terminated in accordance with the provisions of Clause 11 herein.

11.1 This Agreement may be terminated:

11.1.1 by either party giving the other not less than 60 days' written notice.

11.1.2 forthwith by NUS if the Licensee commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 60 days of a written request to remedy the same.

11.1.3 if the Licensee, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by virtue of the provisions of the Companies Act (Cap. 50) to be unable to pay its debts. If the Licensee, being an individual shall die or, being a firm or partnership, shall be dissolved or in any case, shall commit any act of bankruptcy or have a receiving order made against him/it or shall make or negotiate for any composition or arrangement with or assignment for the benefit of his/its creditors.

11.2 Any termination of this Agreement pursuant to this Clause shall be without prejudice to any other rights or remedies which NUS may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of NUS nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

11.3 Within 60 days of the termination of this Agreement (howsoever and by whomsoever occasioned) the Licensee shall at NUS's sole option either return all copies of the Software Materials in its possession or control or shall destroy all copies of the Software Materials in its possession or control and a duly authorised officer of the Licensee shall certify in writing to NUS that the Licensee has complied with its obligation as aforesaid.

Failure or neglect by the NUS to enforce at any time any of the provisions of this Agreement shall not be construed nor shall be deemed to be a waiver of NUS's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice NUS's rights to take subsequent action.

The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

This Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the respective parties hereto; provided, however that the Licensee shall not assign, sublet or otherwise transfer the Software Materials or NUS's confidential information or any part thereof or any of the Licensee's rights, or obligations under this Agreement without the prior written consent of NUS. Any transfer from the Licensee by merger, consolidation or liquidation shall constitute an assignment for purposes of this Agreement.

All modifications to this Agreement must be in writing and signed by both parties.

This Agreement shall be construed in accordance with the laws of the Republic of Singapore and the parties hereby submit to the jurisdiction of the Supreme Court of the Republic of Singapore.

Any notice given hereunder shall be sent in writing to the other party's address set forth in this Agreement or to such other address and to such party as such party shall most recently have designated in writing.