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MISTO License 25Ju1y2006 specifications, and any materials, documentation, manuals, reports and/or supporting documentation, in whole or part, provided and/or used by Licensor or developed by Licensor specifically for MIST®. 1.11 "Software Modification" shall mean any products resulting from Integration Services, modification, tailoring, and or customization of the Software performed by or on behalf of Licensor excluding Maintenance Releases, Enhancements or New Versions. 1.12 "Software Documentation" means the manuals, installation instructions and other materials which are provided with the Software whether in printed form or otherwise. 1.13 "System Documentation" means any manuals, reports, instructions and other materials such as design specifications, programming specifications and operating and maintenance instructions acquired or developed by Licensor for MIST°. 1.14 "Support Services" shall mean the maintenance and support services provided by Licensor in respect to the software and Maintenance Releases, enhancements and/or new versions made to the Software. I.15 "User Documentation" means manuals, instructions and other materials acquired or developed by Licensor to aid in the use of MIST°. 2. License 2.1 MIST® Software License. Licensor grants to the Licensee anon-exclusive, royalty-free, perpetual license for use of the Licensor Owned Software modules described in Schedule A on any facility operated exclusively by Licensee. Licensee shall not sublicense, re- sell, supply, transfer or assign the Licensor -Owned Software to any other entity or person. 2.2 Such Licensor -Owned Software license shall include in its meaning the MIST® Software modules described in Schedule A and including: (i) any Software Modification and Maintenance Releases that are developed by the Licensor or its subcontractors during the term of this Agreement; (ii) any New Versions that are developed by the Licensor or its subcontractors during the term of this Agreement and (iii) all materials, documentation and technical information provided to Licensee in written form and for use in connection with the Licensor -Owned Software described in Schedule A. 2 3. Restricted Rights 3.1 Licensee acknowledges that the Licensor-Owned Software constitutes a valuable asset of Licensor and is to be considered proprietary information of Licensor, and that, by virtue of this Agreement, Licensee shall acquire only the rights to the Licensor-Owned Software herein set forth, and shall not acquire any rights of ownership in or title to the Licensor-Owned Software. 3.2 Licensee warrants that its employees, representatives and agents shall not, in the normal course of their employment or retention, violate the limitations, duties and obligations of this license regarding the transfer or assignment of the Licensor-Owned Software. 3.3 Licensee shall notify and inform its employees and any third parties having access to the Licensor-Owned Software of Licensee's limitations, duties and obligations regarding the distribution, transfer or assignment of the Licensor-Owned Software and of such employees' or parties' potential personal liability for violating such limitations, duties and obligations. The Licensor-Owned Software shall be used only by employees of the Licensee and any third parties who are necessary to Licensee's exercise of its rights hereunder. 3.4 Licensee acknowledges that unauthorized disclosure of the Licensor-Owned Software will diminish substantially the value of the Licensor-Owned Software. If Licensee violates the provisions of this Agreement, Licensor shall be entitled to obtain equitable relief to protect its interest herein, including, but not limited to, injunctive relief. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies 3.5 Licensee shall reproduce and include copyright and proprietary notices on all copies of the Licensor-Owned Software in the same form and manner that such copyright and proprietary notices are included on the Licensor - Owned Software supplied by Licensor. 4. Warranty 4.1 Licensor warrants that Licensor is the unencumbered owner of the Licensor-Owned Software and that Licensor has full power and authority to grant the rights granted herein to Licensee with respect to said Software without the consent of any other person; and that neither the performance of services by Licensor nor the license to use by Licensee of the Software, Software Modification and Software documentation (including the copying and modifying thereof, exclusive of modifications not made by Licensor) will in any way constitute an infringement or violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, contract or any other rights of any third party.