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2.0 LICENSE GRANTS <br />CommSys hereby grants to Developer a limited, nonexclusive license to utilize <br />ConnectClC Developer Toolkit ("CDT") with Products and certain products of End <br />User for sale by End User pursuant to this Agreement ("CDT License"). The <br />CDT License granted herein shall permit Developer to utilize CDT to integrate, <br />test, and support in conjunction with Products and End User's software or <br />hardware products listed in Exhibit 2 hereto for the purpose of increasing the <br />value, functionality or utility of such Developer's Products for End User. The <br />grant of this license does not permit Developer to distribute or transfer the CDT <br />to Developer's End Users or any other party. The grant of this CDT License does <br />not permit Developer to use the CDT for any other purpose. Developer may not <br />copy any of the CDT or distribute or transfer the CDT except as otherwise <br />provided herein. <br />3.0 PROPRIETARY RIGHTS <br />A. Developer acknowledges and agrees not to contest that CommSys is the <br />sole and exclusive owner of all rights, title and interest, including <br />copyrights, trademarks, patents, trade secrets, sample code, and any <br />components thereof, and other intellectual property rights to all of the CDT <br />and its associated documentation. Except for the rights expressly <br />enumerated herein, Developer is not granted any right to patents, <br />copyrights, trade secrets, trade names, trademarks (whether or not <br />registered), or any other rights or licenses with respect to the CDT. <br />B. In order to protect the copyright and other ownership interests of <br />CommSys and its licensors, Developer agrees that, as a condition of its <br />rights hereunder, (i) all copyright and other proprietary notices ("Notices") <br />which are embedded in the CDT and its associated documentation shall <br />remain as embedded, in the same manner as embedded by CommSys, in <br />each copy of the CDT, (ii) all Notices which appear on such materials shall <br />appear, in the same manner on each tangible copy or any portion thereof <br />or documentation therefore, and iii) Developer shall insure that all Notices <br />which appear on such materials shall appear, in the same manner, on <br />each tangible copy or portion thereof or documentation therefore. <br />C. Developer acknowledges and agrees that those techniques, algorithms, <br />and processes contained in the CDT which have been developed, <br />acquired, or licensed by CommSys, or any modification or extraction <br />thereof, constitute trade secrets of CommSys or its licensors, and <br />Developer agrees that they will be used by Developer only in accordance <br />with the terms of this Agreement. Developer shall, by all necessary <br />means, protect the proprietary rights of CommSys in the CDT, including <br />without limitation, securing, and/or maintaining employee confidentiality <br />agreements, security access to the CDT, password protection, numbered <br />copies, and all legal and equitable remedies available. Developer shall not <br />©Copyright 2006 CommSys Incorporated Page 3 <br />