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SOF1WARE LICENSE PROVISIONS , . Software License Provisions (Not applicable to consulting services or BindView Policy Operations Center except as may be otherwise indicated) 2. License Grants; Your Use Rights 2.1 How Licenses are granted a) License are granted solely by mutually-agreed Order Forms entered into under this Agreement. Unless the applicable Order Form says otherwise, each License so granted is a non-exclusive, worldwide, perpetual license to use the executable Conn of the Software, subject to this Agreement and any additional terms in the Order Fonn. b) The Software, Documentation, and copies thereof (i) are licensed, not sold, and we or our supplier(s) retain all rights not granted by this Agreement; and (ii) remain the confidential property of BindView or its suppliers; you agree to use reasonable meas- ures to preserve them in confidence, including at least the same degree of protection that you give to your own comparable confidential information. 2.2 Order Forms As used in this Agreement, the term "Order Form" means a document, mutually agreed to by the parties, that (1) (i) identifies specific Software to be licensed, or for which a maintenance subscription is being purchased, or (ii) states that a subscription to the BindView Policy Operation Center is being purchased; and (2) recites that it is entered into pursuant to this Agreement, or words to similar effect. a) Each Order Form will be deemed to be a contract separate from each other Order Form and each Statement of Work unless expressly stated othenvise therein. To per~ mit the parties to enter into customized transactions on an as-needed basis, the Order Form shan take precedence over any inconsistent or contrary ,provisions in this Agreement, but only if the Order Form expressly states (i) that particular provisions of this Agreement are being superseded, or words to that effect, and (ii) is executed by an authorized representative of BindView. b) An Order Form may take the form ofa "sales quotation" or "proposal" that we provide to you and that you agree to;~ you may agree to such an Order Form in any of the following ways: I) You may execute the Order Form and return itto us, by FAX or otherwise, 2) you may provide us with a purchase order, preferably but not necessarily referencing the Order Form or this Agreement, that contains a matching description of (i) the Software, (ii) the License(s) (iii) maintenance if any, (iv) consulting services if any, and (v) pricing for the foregoing. We may indicate our agreement to an Order Form (x) by signing it and delivering a signed copy to you, and/or (y) by shipping Software, Documentation, and/or license codes after receiving a signed Order Form from you. See also Section 22.15 concerning purchase orders. c) Ifour providing a proposed Order Form is deemed to constitute an afTer, then ac- ceptance of such offer is expressly limited to the tenus of such offer. 3 Section 2.2(b) (definition of Order Form): BindView's normal practice is to email or FAX a proposal document to a prospec- tive customer; the customer can place an order by signing the proposal document where indicated and returning the document to BindView (along with a purchase order if desired). BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 4