General Software License Agreement

You (“You”) and Azbil Corporation (“Azbil”) enter into this General Software License Agreement (“Agreement”) to agree on the terms and conditions to Use the Software and Related Documents.

1. Definitions
   For the purpose of this Agreement:
   “Software” means the software set forth in Exhibit, which either You purchased from Azbil or its affiliate, or You downloaded from the website of Azbil or its affiliate. The Software is categorized into standard software, software products downloaded through the Internet and customized software developed in accordance with the specification agreed between You and Azbil.
   “Related Documents” means a set of documents related to the Software.
   “Use” means to install the Software in a storage device or memory, or to run it with a CPU.
   “Exhibit” means the document sets forth the specific terms and conditions to Use the Software, which is to be submitted by Azbil to You. Exhibit is incorporated in this Agreement upon your receipt thereof.
2. Grant of License
   1. Subject to the terms and conditions of this Agreement, Azbil hereby grants to you a nonexclusive, non-transferable and non-sublicensable license (“License”) to Use the Software to use the system set forth in Exhibit (the “System”). The function of the Software available under the License may be limited during the Trial Use Period set forth in Exhibit.
   2. Azbil by no means allows You to copy, alter, modify or otherwise change the Software and Related Documents by the grant of the License, unless otherwise expressly provided in this Agreement.
   3. Notwithstanding the foregoing, You may copy the Software for the sole purpose to make a backup file thereof and store it in the number of media set forth in Exhibit.
   4. Azbil by no mean assigns to You or waives the patent, patent rights, copyrights, trade secrets, trademarks and any other intellectual property rights (“Intellectual Property Rights”) embodied in the Software and Related Documents by the grant of the License, whether or not registered or capable of registration. Azbil owns and retains all right, title and interest in and to the Software and Related Documents, including all Intellectual Property Rights embodied therein. Azbil is not prevented in any way from Using or having a third party Use the Software.
   5. In consideration of the grant of the License, You shall pay to Azbil the license fee in accordance with the terms set forth in Exhibit (“License Fee”). License Fee is not refundable unless otherwise explicitly provided in this Agreement or in Exhibit.
   6. For the avoidance of doubt, You are not authorized to use Azbil’s company name, product names, trademarks and service marks under the License.
3. Software Maintenance
   You hereby acknowledge and agree that: (i) the Software may from time to time be updated at Azbil’s discretion; (ii) Azbil may update the Software and add, modify or reduce certain function thereof, at its discretion; and (iii) the same terms conditions herein apply to the updated Software. You and Azbil shall enter into a software maintenance agreement, if necessary.
4. Restrictions
   You, without Azbil’s prior written consent, shall not:
   • Use the Software and/or Related Documents for the purpose other than to use the System;
   • Use the Software in the number of computers (whether actual or virtual) more than set forth in Exhibit;
   • Use the Software in a computer which functions as a cloud server (whether actual or virtual);
   • copy the Software in whole or in part for the purpose other than to make backup files of the Software;
   • alter, modify or otherwise change the Software and/or Related Documents;
   • use the Software not in its entirety, but in part;
   • trace, debug, disassemble, decompile or otherwise attempt to analyze or reverse engineer the No Reverse Engineering Software set forth in Exhibit or attempt to discover any source code of the No Reverse Engineering Software;
   • sell, lease or license the Software or a storage device contains the Software and/or Related Documents (including a computer to which the Software is installed) to a third party;
   • sublicense the Software to a third party or assign the License to a third party;
   • Use the Software and/or Related Documents together with a third party;
   • remove or change the proprietary notice of Azbil and/or a third party;
   • Use the Software and/or Related Documents at the location other than set forth in Exhibit;
   • Publish the specification of the Software; or
   • otherwise Use, copy, reproduce, sell, distribute, redistribute, assign, transfer, publicly transmit, lease, license or sublicense the Software and/or Related Documents beyond the extent expressly provided herein.
5. LIMITATION OF LIABILITY
   IN NO EVENT WILL AZBIL BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTS, EVEN IF AZBIL IS ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
   AZBIL PROVIDES NO WARRANTY REGARDING THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, COMPLETENSS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF OTHER PARTY'S INTELLECTUAL PROPOERTY.
6. Confidentiality
   1. For the purpose of this Agreement, “Confidential Information” means all technical and business information disclosed by Azbil to You with respect to the Software, including the Software itself, whether designated as confidential or not.
   2. Notwithstanding the foregoing, Confidential Information does not include information that:
      • is part of the public domain;
      • was in Your possession prior to its disclosure by Azbil;
      • is lawfully acquired by You from a third party without restriction on disclosure; or
      • is independently developed by You;
   3. You shall:
      • not disclose any Confidential Information in whole or in part to any third party other than Your officers and employees who have a strict “need-to-know” to Use the Software and who have undertaken by employment agreement or otherwise to comply with the obligation undertaken by You without the prior written consent of Azbil: provided, however, that You may disclose Confidential Information subject to requirement of a governmental agency or any law requiring disclosure, if You provide prompt advance notice thereof to Azbil reasonably sufficient to enable Azbil to seek a protective order and otherwise prevent public disclosure of such Confidential Information.
      • not use Confidential Information beyond the extent necessary to perform the Purpose; or
      • not make any reproduction or copy of Confidential Information beyond the extent necessary to use the Software, without the prior written consent of Azbil; and
      • return or destroy all Confidential Information or all copies thereof, whether in written or other tangible form, upon Azbil’s request or termination of this Agreement.
7. Term
   
   1. This Agreement becomes effective from the date when the Software is delivered to You and continues to be effective for a period set forth in Exhibit. If the Software is delivered to you via the Internet, this Agreem becomes effective from the date of such delivery and continues to be effective for a period set forth in Exhibit.
   2. Notwithstanding the foregoing, You may terminate the Agreement by providing a written termination notice to Azbil at least three (3) months [one (1) month] prior to expiration of the above term.
8. Termination for Cause
   
   1. Either Azbil or You may terminate this Agreement in whole or in part without any prior notice:
      • if the other party dishonors a bill or check drawn by it, manifests its inability to repay debts, becomes insolvent, has liabilities exceeding its assets, incurs a suspension of bank transactions, or suffers material deterioration of its credit standing; or if the occurrence of such event is expected;
      • if the other party is subject to seizure, provisional seizure, provisional disposition, compulsory enforcement, disposition for failure to pay taxes, or other similar disposition from a third party;
      • if a petition for the commencement of bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation or other similar proceedings is filed with respect to the other party; or if it is found to be no longer viable for the other party to perform its liabilities to the counterparty hereto due to downsizing of the business or for any other reasons;
      • if the other party incurs a disposition of business suspension or revocation or any other similar disposition of the competent authorities;
      • if the other party attempts to dissolve itself or assign all or a significant part of its business to a third party.
      • if the other party conducts wrongful or unjust act with regard to performance of this Agreement; or
      • the other party breaches any provision of this Agreement.
   2. In the event either Azbil or You breaches any provision of this Agreement, all amounts due hereunder shall be accelerated and deemed immediately due and payable to the other party.
   3. Either Azbil or You may terminate this Agreement under special circumstance where it is not feasible to maintain this Agreement due to reason not attributable to either party.
   4. Azbil may immediately terminate this Agreement in the event a third party acquires, directly or indirectly, (i) the power to control the management and policies of You, whether through the acquisition of voting securities, by contract or otherwise, or (ii) more than fifty percent (50%) of Your assets whether in a single transaction or series of transactions.
   5. The termination of this Agreement hereunder will not prevent the terminating party from claiming damages against the other party.
9. Effect of Termination
   Upon expiration or termination of this Agreement, You shall delete the files related to the Software and Related Documents (including backup files) from all computers You possess and cease Using the Software in accordance with Azbil’s instruction. If You received media which contains the Software and/or Related Documents from Azbil, You shall destroy it or return it to Azbil, in accordance with Azbil’s instruction.
10. Survival
    The provisions of this Agreement that require or contemplate performance after the expiration or termination of this Agreement in accordance with Article 10 (Term) or 11 (Termination), including, Article 8 (Limitation of Liability), Article 9 (Confidentiality), Section 3 of Article 11 (Termination), Article 12 (Effect of Termination), this Article 13, Article 15 (Export Control) and Article 19 (Governing Law and Dispute Resolution) are enforceable notwithstanding such expiration or termination.
11. Amendment
    Azbil may amend this Agreement at any time by sending a notice to You in a manner Azbil deems appropriate. If You do not agree with the amendment, You shall inform so to Azbil and cease Using the Software before the amendment becomes effective. You are deemed to accept the amendment by Using the Software after the amendment becomes effective.
12. Export Control
    You agree to comply with all applicable export laws and restrictions and regulations of Japan and the United States of America or foreign agencies or authorities and take necessary steps, if You:
    • export the Software (in whole or in part);
    • transmit the Software (in whole or in part) outside Your country;
    • have a person living outside Your country use the Software (in whole or in part); or
    • carry out any other acts under applicable export control laws and regulations.
13. No Waiver
    A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, does not mean waiver of such term or condition or any subsequent breach thereof.
14. Injunctive Relief
    You understand and agree that in the event of a breach or threatened breach by you of any term or provision of this Agreement will cause irreparable harm to Azbil and that damages or an action at law may not be an adequate remedy for any such breach. Accordingly, in the event of any such breach or threat of same, and notwithstanding any other provisions of this Agreement, Azbil is, in addition to all other remedies that may be available to it, be entitled to injunctive relief (including a temporary restraining order, a temporary or prohibitory injunction and a permanent mandatory or prohibitory injunction) to restrain and prohibit the continuation of any such breach, to compel compliance with the provisions of this Agreement, and to restrain and prohibit any threatened breach in order to protect the proprietary rights of Azbil.
15. Severance
    If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement remains in full force and effect.
16. Governing_Law_and Dispute Resolution
    1. This Agreement is governed and construed in accordance with the laws of Japan without regard to choice of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
    2. Any dispute arising out of or in connection with this Agreement is subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.
17. Entire Agreement
    This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.

Exhibit