SOFTWARE LICENSE AGREEMENT If you require a printed version of this Software License Agreement prior to acc epting these

terms and conditions, please click "I DO NOT AGREE" and go to LICEN SE.TXT on the CD to retrieve and print this Software License Agreement. If you are located in any location embargoed by the U.S. government (currently and subj ect to change, Cuba, Iran, Libya, Sudan, North Korea, or Syria), you are denied access to the products and services and should click the "I DO NOT AGREE" button . READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE PROCEEDING. T HIS IS AN AGREEMENT, WHICH INCLUDES DISCLAIMERS OF WARRANTY AND LIMITATIONS OF L IABILITY, BETWEEN LICENSEE AND LICENSOR FOR LICENSEE TO LICENSE THE PROGRAM. AS AN AUTHORIZED REPRESENTATIVE, BY CLICKING THE "I AGREE" BUTTON LICENSEE EXPRESS LY AGREES TO AND CONSENTS TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAI NED IN THIS LICENSE. IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS , CLICK THE "I DO NOT AGREE" BUTTON INDICATING NON-ACCEPTANCE, PROMPTLY REMOVE T HIS PROGRAM FROM LICENSEE'S COMPUTER(S) AND RETURN THE SOFTWARE AND ALL RELATED DISKS AND DOCUMENTATION ("PROGRAM(S)") WITHIN THIRTY (30) DAYS TO LICENSOR OR IT S AUTHORIZED CHANNEL PARTNER FROM WHOM LICENSEE PURCHASED THE PROGRAM(S) AND LIC ENSEE WILL RECEIVE A FULL REFUND. In the event Licensee has previously agreed in writing to a software license agr eement with Licensor that specifically governs use of this Program(s), such soft ware license agreement shall (unless the contrary intention is expressed therein ) supersede and replace this License and this License shall be void. 1. DEFINITIONS A. "ASC" means the Support Coordinator and is that person who, by virtue of expe rience and training, shall be appointed by Licensee as Licensee's representative and liaison with Licensor or the Channel Partner. B. "Channel Partner" means an independent contractor authorized by Licensor to d istribute, and/or support, and/or service the Program(s) as detailed herein. In the event a local Channel Partner is not nominated, all references to Channel P artner shall mean Licensor. C. "Contract User(s)" means an individual or entity, not a regular employee of L icensee, who is engaged temporarily to perform Licensee's internal data processi ng services. D. "Designated Network" means the local area network, or LAN designated per the License Key in which the network is shared by a grouping of facilities within a 25 mile radius from the Designated Site. E. "Designated Site" means Licensee's physical location where use of the Program (s) is authorized. F. "Effective Date of Program(s)" means the date specified in the License Key fo r the licensed Program(s). G. "Lease License" means a license which has a License Term commencing on the E ffective Date of Program(s), limited in duration for a specified period of time as identified in the License Key, which may renew pursuant to Section 6 below. H. "License Term" means the period of time of the license granted for a Program( s) (e.g. Paid-Up or Lease). I. "Licensee" means the entity entering into this License by clicking the "I AG REE BUTTON" and who is authorized by Licensor to use the Program(s), including i ts fifty-one percent (51%) or more owned affiliates. J. "Licensor" means ANSYS, Inc. and is the software vendor who is providing the license to use the Program to Licensee. K. "Paid-Up License" means a license that has a License Term commencing on the E ffective Date of Program(s) and continuing in perpetuity subject to the terms of this License. L. "Program(s)" means the software authorized by Licensor for Licensee's use pur suant to this License as identified in the License Key including any accompanyin g documentation, and any Technical Enhancements to such software (as defined in

or (iv) use of other tha n the most-current release of the Program(s) and Manual. (e) TO THE EXTENT NOT PROHIBITED BY LAW. M. LICENSOR AND THE CHANNEL PAR TNER SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY INDIRECT. or use of the Program(s) by Licensee. or is otherwise in fact aware of any such p urpose). or cop yright existing as of the Effective Date of this license. AND LICENSOR AND THE CHANNE L PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL OTH ER WARRANTIES. Regardle ss of whether or not the parties have been advised of the likelihood of such dam ages or losses. add to or invalidate the express warranties set forth ab ove. CONDITIONS. SPECIA L. M ERCHANTABILITY. or database configuration. OR REPRESENTATIONS (EXPRESS OR IMPLIED. No other documents or oral conversat ions.Section 10(a) below). business opportunities. (c) Licensor and the Channel Partner and their respective affiliates and suppli ers do not warrant the accuracy or the applicability of the results obtained fro m the use of the Program(s) or the Manual. (d) The warranties and remedies expressed herein are sole and exclusive and ext end only to Licensee itself. or (iii) any use of the Program(s) other than on the Designated Network. WARRANTIES (a) Licensor warrants to Licensee that the Program(s) will substantially perfor m as specified in the most current user's manual(s) ("Manual") applicable to the Program(s) for ninety (90) days from the Effective Date of Program(s) ("Warrant y Period"). 2. improvements a nd refinements provided to Licensee and not separately priced or marketed by Lic ensor and any related materials in printed or other form. wasted or lost production and/or management's or employe es' time. This Warranty Period shall extend for as long as a Program(s) is co vered by TECS pursuant to the terms of Section 10 of this License. 3. "TECS" means Technology Enhancements and Customer Support as further describe d in Section 10 below. said limitation of liability includes but is not limited to lost profits (whether direct or indirect). EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES. as well as any modifications. or loss of or corruption of software data. CONSEQUENTIAL. has been advised. h as reason to know. by reason of custom or usage in the tr ade. OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licens or or the Channel Partner and their respective affiliates and suppliers knows. or Licensor's breach of this License whether in cont . Licensor shall not be responsible for any breach o f warranty caused by (i) modifications (or attempted modifications) to the Progr am(s) made by or on behalf of Licensee. enhancements. statements or representations shall be offered by Licensee as evidence to explain. expand. ORAL OR WRITT EN). Licensor and the Channel Partner and their respective affiliates and suppliers expressly disclaim any warranty or re presentation to any person other than Licensee with respect to the Program(s) or any part thereof. PUNITIVE. or ( ii) any combination of the Program(s) with any other software. LIMITATION OF LIABILITY (a) SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW. and shall be provided to Licensee at Licensor's option an d upon payment of any applicable fees. The warranti es provided in this Section 2 shall only apply to the most current release of th e Program(s) provided to Licensee. In addition. The foregoing limitations will apply even if the above state d warranties fail of their essential purpose. NON-INFRINGEMENT. trademark. whether alleged to arise by law. or inaccurate output. THE EXPRESS WARRANTIES SET FORTH IN SE CTIONS 2(a) AND 2(b) OF THIS LICENSE ARE IN LIEU OF. or by course of dealing. whether authorized or unauthorized. or inability of Licensee to use the Progra m(s). goodwill. alter. revenues. INCLUDING BUT NOT LIMIT ED TO ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE. WITH RESPECT TO THE PROGRAM(S) OR ANY PART THEREOF. CERTAIN PROGRAM(S) CO NTAIN LICENSE KEYS WHICH MAY LIMIT THEIR USE AND REQUIRE LICENSEE TO OBTAIN FROM Licensor EXTENSION KEYS OR ADDITIONAL NETWORK KEYS FROM TIME TO TIME. (b) Licensor further warrants that the Program(s) and the rights granted under this License do not infringe upon or conflict with any patent. anticipated savings.

( . EVALUATION AND EDUCATIONAL LICENSES (a) EVALUATION LICENSES: In the event Licensee is evaluating the Program(s). and student demonst rations. agents. upon acceptance of this License by Licensee and Licensor. (c) Each of Licensor's and Channel Partner's employees. Licensor and Channel Partner and their r espective affiliates and suppliers EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTIES OF TITLE AND NONINFRINGEMENT. non-assignable. The Program(s) license granted here under is strictly limited to nonprofit use by Licensee for either a degree relat ed Program(s) or a research related Program(s). In no event shal l Licensor's or the Channel Partner's aggregate liability to Licensee exceed the fees received by Licensor or the Channel Partner respectfully. either express or implied. For the avoidance of doubt. the limits on Licens or's liability are reasonable because of (amongst other matters) the likelihood that without those limitations the amount of damages awardable to Licensee for a breach by Licensor or Channel Partner of this License may be disproportionately greater than the license fees paid or payable for the Program(s). The Case Study shall be in English and cont ain a title and an abstract. 4. The evaluation term may be extended by mutual written agreement of both parties or as otherwise agreed. Licensee is entirely responsible for keeping f ull back up copies of its software. SPECIAL. and suppliers" followed the words "Licensor or the Channel Partner" wherever it appears in this Section 3. Licensor hereby grants to Licensee a nonexclusive.ract. The Case Study shall include (1) the purpose of th e study. sub-contractors. (ii) For research Program(s) all the work being performed using the P rogram(s) will be published work and the research performed shall be for the pub lic domain. sub ject to Licensee's continued compliance with the terms and conditions of this Li cense. (2) the approach used to conduct the study. (i) For degree related Program( s). (d) Notwithstanding anything to the contrary in this License. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY DIRECT. SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW. agents. tort. (b) Licensee acknowledges that given all the circumstances. The Program(s) is delivered "A S IS" and Licensor and Channel Partner and their respective affiliates or suppli ers disclaim all warranties whatsoever. including but not limited to consulting. CONSEQUENTIAL. Licensee agrees to submit a Case Study one month prior to the renew al date of the research Program(s). student projects. use is limited to student instruction. (b) EDUCATIONAL LICENSES: In the event Licensee is licensing the Program(s) for educational purposes the following terms shall apply: (1) Licensee shall not use or permit the use of the Program(s) for commercial us e. Licensee ack nowledges it has taken out adequate insurance to cover its risks under this Lice nse. or under any other theory of liability. with respect to the Program(s) or any part thereof. negligence. royalty-fr ee. but noth ing in this clause confers any right or remedy upon the other party to which it would not otherwise be entitled. (3) the results obtained. INDIRECT. neither party limi ts its liability (if any) to the other party for any matter which it would be il legal for that party to exclude or to attempt to exclude its liability. non-transferable. as if the words "and their employees. Licensee may only use the Program(s) fo r the purpose of internal demonstration and evaluation and not for production or commercial purposes in order to determine whether Licensee desires to purchase a license for the Program(s). license to use the Program(s) on the Designated Network specified in the Lic ense Key for the evaluation term specified in the License Key beginning on the d ate of receipt of the Program(s) and the necessary License Key for the Program(s ) by Licensee. PUNI TIVE. EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES. and sub-contract ors may rely upon and enforce the exclusions and restrictions of liability in th is Section 3 in that person's own name and for that person's own benefit. Licensor will not have any obligation to maintain the Program(s) during the term of this License. data and database configurations in accordan ce with best industry practice.

Larg e files should be submitted on a CD ROM. (b) Licensor or the Channel Partner shall provide Licensee access to the Progra m(s) via a license key ("License Key"). All changes of t he Designated Network are permitted only with the prior written consent of Licen sor which shall be granted upon payment of the then current fee. Licensee remains responsible for the use of the Program(s) by all Contract User(s). ORAL OR WRITTEN). or is otherwise in fact aware of any such purpose). nonexclusive. or by course of dealing. LICENSOR AND THE CH ANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANT IES. In the event of a conflict between Sections 4(a) for Evalu ation Licenses and 4(b) for Education Licenses and the other terms and condition s of this License. Licensee shall not permit the use of the Program(s) by persons other than its employees and its Contract User(s). nontran sferable right and license. The license grant ed to Licensee by reason of this Section 5 applies to all copies of the Program( s). OR FITNESS OR SUITABILITY FOR ANY PURPOSE (whether or not Licensor or the Channel Partner and their respective affiliates and suppliers knows. without the right to grant sublicenses to use each P rogram(s) authorized hereunder for the licensed number of simultaneous tasks for the License Term at the Designated Site. and (7) the Program(s) input files or session log file. ownership. LICENSOR AND THE CHANNEL PARTNER AND THEIR RESPECTIVE AFFILIATES AN D SUPPLIERS DO NOT WARRANT THE ACCURACY OR APPLICABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE PROGRAM(S). serving as an application service provider. For Educational Licenses THE PROGRAM(S) IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND. INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OR CONDITIONS OF TITLE. Notwithstandin g the foregoing. Licensee will re quire the Contract User(s) to agree in writing to (i) use the Program(s) only to perform internal data processing services for Licensee and (ii) to be bound by terms equivalent to those set out in this License. In no event shall Licensee remove or modify any copyright notices or other proprietary markings contained within the Program(s) and shall ensure that such notices are reproduced within all copies (whether or not authorized to be made) of the Program(s). GRANT (a) Subject to Licensee's continued compliance with the terms and conditions of this License. (5) how the Program(s) contributed to the study. (2) TECS may not be available for Educational Licenses. replacement License Keys may not be available for older version s of the Program(s). (c) All other terms and conditions of this License shall apply to Evaluation and Education licenses. NON-INFRINGEMENT. CONDITIONS.4) the conclusion as to the results obtained versus the objective of the study. or providing batch processing services. whether a lleged to arise by law. by reason of custom or usage in the trade. copyright or any other intellectual property rights i n or related to Program(s). WITH RESPECT TO THE PROGRAM(S) OR ANY PART THEREOF. Licensor grants to Licensee a nonassignable. (c) Licensee shall not modify the License Key provided with the Program(s) in a . OR REPRESENTATIONS (EXPRESS OR IMPLIED. Licensee may make copies of the Program(s) only as are necessary fo r Licensee's back-up or archival purposes of such Program(s). MERCHANTABILITY. for each P rogram(s) if applicable. 5. Sections 4(a) and 4(b) shall take precedence for Evaluation a nd Education Licenses respectively. Licensee shall be responsible for installation of the Program(s). including without limitation providing data processing services. (6) three color graphics of the model and meshes. upon Licensee's clicking the "I AGREE" button and upon acceptance by Licensor. has reason to know. Nothing contained herein shall be deemed to convey to Lice nsee any title. including an expiration date. Lic ensee's use of each Program(s) shall be restricted to the Designated Site in str ict accordance with the limitations set forth in this Section. (3) EDUCATIONAL WARRANTIES: This section replaces the Warranties Section 2 of th is License for Educational Licenses. Licensee shall use the Program(s) onl y for Licensee's own internal data processing purposes and shall not make all or any part of any Program(s) available to any third person other than Contract Us er(s). has been advised.

amend. Channel Partner. Licensee must first give Licensor sufficient details of Licensee's objectives and other software concerned. Licensee shall immediately de-install the Program( s) from the computer(s) on which it is installed and shall certify to Licensor i n writing that the Program(s) is de-installed and all copies thereof have either . no refund shall be due to Licensee for any portion of the prepaid Lease License fee. transmission or other transfer of the Program(s) and technical data delivered under this License are governed b y the laws and regulations of the United States of America ("U. alter. Except as expressly permitted by this Section 5(c) or as required to be permitted by local law.212 (for non-DOD lic enses).ny way. unless Licensee pays the late license fee in addition to an interest charge at the highest amou nt permitted by law. or satellite end-use without Licensor's prior written appr oval. use. To the extent that local law expressly grants or requires Licensor to grant to License e the right to decompile the Program(s) in order to obtain the information neces sary to render the Program(s) interoperable with other computer programs used or to be created by Licensee. Licensor s hall have the right to impose reasonable conditions (such as the imposition of a reasonable fee) for making the information available. Licensee agrees to the End-Use Certification below. Licensee shall not provi de to Licensor any technical data related to defense articles or services. except as specifically granted by this License. for a like period unless Licensee.S. In order to ensure that Licensee receives the appropriate information. shall commence on the Effective Date of Program(s). Licensee shall not (and shall not attempt to nor all ow any third party to or attempt to) adapt. space. transmit or otherwise transfer all or any par t of the Program(s) to any other country or entity without Licensor's prior writ ten consent. or disclosure by the United States Government i s subject to restrictions stated in this License and FAR 12. (d) If the license for a Program(s) granted hereunder is terminated for any rea son pursuant to this License. All requests for the appropriate information shall be given by notice to be served i n accordance with the terms of this License. The Lease License will terminate automatically upon non-payment of the then-current renewal fees. duplication. (d) Licensee acknowledges that the export. and shall automatically renew at the then-current renewal fees. export. Licensee may only modify the portions of Program(s) provided in source code form. take. (b) The license for a Paid-up License shall commence on the Effective Date of P rogram(s) and shall be perpetual unless terminated as provided in Section 6(d) b elow. (e) If applicable. reverse engine er. Licensee agrees th at it shall not use. o r Licensor gives prior written notice of their intent to terminate or modify the Lease license. Licensee may not develop any appl ication programs using the Program(s) unless otherwise permitted in a separate w ritten agreement executed by the parties. Licensor shall make the information readily availabl e to Licensee and Licensee undertakes not to decompile (or attempt to do so) the Program(s) without first requesting such information from Licensor. whic h become due upon renewal. pursuant to Section 6(c) below.S. which consent Licensor may grant or withhold in its sole discretion . In the event a Lease License is terminated prior to the end of the term. Licensee's creation of interfaces to the Program(s) and operation of the Program(s) with other software linked to the Program(s) through such interfaces for Licensee's own internal data processing purposes shall not be considered the creation of an application program for this section. Government Users.A. TERM AND TERMINATION (a) Lease Licenses are non-cancelable. for U.") and may be subject to export or import regulations in other countries. disassemble or decode the whole or any part of the Program(s) or translate the whole or any part of the Program(s) into another language. inclu ding military. (c) Licensor may immediately terminate this License upon any material breach of any provision of this License. use. decompile. 6. modify.

or (iii) If the Manual is in error. (c) The obligations of this Section shall not extend to any information which: (i) was lawfully known to recipient prior to receipt from the disclosing party. (b) Excluding the Program(s). In the event a Channel Partner is not no minated. unless otherw ise specified by Licensor or the Channel Partner. 8. sales taxes. exclusive of any tax based on the income of Licen sor or the Channel Partner. Licensee must provide a valid tax exemption certificate. If claiming a tax exemption. Payments made by Li censee under this License shall be paid to the Channel Partner unless Licensee i s otherwise notified in writing by Licensor. payments shall be made to Licensor. and the like. If initially disclosed oral ly or visually. to protect the confidentiality of the discloser's Customer Support Confidential Information it receives as it uses to protect its own similar confidential and proprietary information that it does not wish to have published or disseminated. at Licensor's option.been destroyed or returned to Licensor or the Channel Partner. th e recipient will use the same degree of care. The Parties agree that. Licensee shall pay all taxes a ssociated with the Program(s). (b) In the event Licensor breaches the warranty of noninfringement set forth in Section 2(b). Any confidentia l information or material provided to Licensee in connection with the Program(s) shall be immediately returned to Licensor or the Channel Partner. Licensee shall not disclose the Program(s) to any third parties. so long as Licensee promptly n otifies Licensor in writing of any such claim and gives Licensor sole control of and provides full cooperation to Licensor at Licensor's' expense. also marke d with such a legend must be provided to recipient within 15 (fifteen) days of t he initial disclosure. or (iv) Permit Licensee to terminate the license for that Program(s) and refund to Licensee a pro-rata share of the license fees for that Program(s). 9. Customer Support Confidential Information must be identified as confidential at the time of disclosure and a written summary thereof. or (ii) enters the public domain in general through no wrongful act or breach of t his License by recipient. or (ii) Modify the Program(s) to conform substantially to the Manual. in the defens . modify the Manual to accurately reflect the Pr ogram(s)'s intended functionality and actual operation. and will use the Program(s) only in accordance with the terms of this License. LIMITATION OF LICENSEE'S REMEDY (a) In the event that a Program(s) fails to perform substantially as warranted in this License. the parties agree that any other information disc losed by one party to another party during Customer Support and which is identif ied as confidential or proprietary ("Customer Support Confidential Information") shall remain the property of its respective owner. CONFIDENTIAL INFORMATION (a) Licensee hereby acknowledges that the Program(s) contains confidential and proprietary information including trade secrets of Licensor or its affiliates an d suppliers. in which event Licensee agrees to m ake payments as specified by Licensor. or (iii) is received by recipient from a third party having a legal right to discl ose such information. 7. but not less than reasonable care. claims. Licensor's sole obligation to Licensee shall be. to: (i) Provide a correction or work-around to correct the breach. defend Licensee agains t and indemnify Licensee for any and all direct losses. e xcept to the extent permitted by Section 5(a). costs a nd expenses occurring as a result of said breach. Licensor will hold Licensee harmless from. (d) Recipient has the burden of proving the exceptions in 8(c) above. Fees are exclusive of all value ad ded taxes. for a period of five (5) years f rom the date any such Customer Support Confidential Information is disclosed. PAYMENT Licensee agrees to pay the license fees for the Program(s). use taxes. damages.

(g) During the period of time in which Licensee is entitled to receive TECS for a Program(s). Th e ASC shall provide first-level support to all of Licensee's users permitted to use the Program(s) under the terms of this License. altered or damaged. (i) In the event that TECS is discontinued by Licensee and Licensee later wishe s to reinstate TECS. Li censee's only remedy is to return it to Licensor or the Channel Partner with a c opy of the proof of purchase. telephone or email assistance for Program installati on shall be provided without charge for thirty (30) days from the Effective Date of Program(s). TECS will terminate automatically upon non-payment of th e TECS fees unless Licensee pays the late TECS fees in addition to an interest c harge at the highest amount permitted by law. (f) Licensor and the Designated Channel Partner shall have no obligation to pro vide TECS for other than the two most current commercially available releases of each Program(s). Licensor shall notify Licensee. 10. (c) For a period of thirty (30) days from the date of shipment. The ASC shall be that person who. 11. MISCELLANEOUS (a) All notices required in this License shall be given in writing to all parti . repaired. if the media on which the Program(s) was delivered is defective in materials or workmanship. who will replace it. Technology Enhancements will be provided by Licensor at such times as det ermined solely by Licensor. The ASC shall notify a ll of Licensee's users of the Program(s) of these Class3 errors. through the ASC. Cus tomer Support will be provided to the ASC. (d) For a Paid-up Program. Customer Support will be provided by the designated Channel Partner unless otherwise specified by Lice nsor. unless Licensor or the Channe l Partner determines in good faith that the media has been misused or improperly installed. of any Class3 er rors in the Program(s) of which Licensor is actually aware. (c) For a Leased Program. in addition to the applicable TECS fee.e and/or settlement of such claim. TECHNOLOGY ENHANCEMENTS AND CUSTOMER SUPPORT (TECS) (a) TECS shall consist of (i) reasonable telephone or email support ("Customer Support"). Replacement License Key(s) during the period of time in which TE CS is not current may be granted at the discretion of the Licensor and in consid eration for the payment of Licensor's then-current administrative fee for licens es in which TECS is not current. Licensee may change the ASC at any time upon written notice to the Channel Partner. which shall become part of the Program(s). (d) LICENSEE'S REMEDIES AS SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES TO WHICH LICENSEE IS ENTITLED. but which in fact may be erroneous. The TECS Reinstatement Fee shall be calculated based on the TECS fee as of the date of reinstatement for the period in which TECS was discontinued. (h) TECS may not be available for Education Licenses. (e) TECS may be renewed at the then-current TECS renewal fees unless Licensor o r the Channel Partner gives prior written notice of their intent to not offer TE CS for the Program(s). by virtue of experience and training. TECS for a Paid-Up Program shall be offered at Licensor's optio n and provided only if Licensee pays the then-current annual TECS fee which beco mes due upon renewal. and (ii) Program releases or corrections provided by Licensor without additional charge to TECS customers generally ("Technology Enhancements"). (b) Replacement License Key(s) during the period of time in which TECS is curre nt may be provided in consideration for payment of Licensor's then-current admin istrative fee. All provisions of this License will apply to such T echnology Enhancements. shall be appointed by Licensee as Licensee's representative and liaison with Licensor or the Designated Channel Partner. A Class3 error shal l mean a Program error which permits or generates a solution that may appear rea sonable and correct. the annual TECS fee is included in the annual Lease L icense Fee. a reinstatement fee ("TECS Reinstatement Fee") will be charged by Licensor for reinstatement.

7. (f) If any provision of this License shall be invalid. then in ju risdictions where warranties. (c) The provisions of Sections 2(c). All noti ces will be given by one party to the other at its address provided. such provision shall be ineffective only to the extent of such invalidity without invalidating the remai nder of this License. T his License shall be binding upon and inure to the benefit of the parties hereto and their respective successors. 5(d). If Pennsylvania law is not held to apply to this License for any reason. guaranties. shall be settled. If. modify. then the dispute shall be submitted to and finally settle d under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. 8. registered mail or other mutually agreeable delivery receipt. and even if such purchase order or other standardize d business form provides that it takes precedence over any other agreement betwe en the parties. unless a ch ange thereof previously has been given to the party giving the notice. Pennsylvania. 9 and 11 shall survive termination of this License. by friendly negotiation of the parties. facsimile. now or in the future as dictated by United States export laws. settlement cannot be reached by negotiati on as described above. T he Program and technical data delivered under this License: . international air courier. Each party hereto agrees to be bound by any final arbitration determination and such final determination will n ot be appealable. in the sole judgment of either party. shall be effective to contradict. and all o ther communications between the parties relating to the subject matter of this L icense. (d) The rights and obligations of the parties hereto shall be governed by and m ust be construed in accordance with the law of the Commonwealth of Pennsylvania as if fully performed therein and without reference to its conflict of laws prin ciples or the United Nations Convention on the International Sale of Goods. or the equivalent. if possible. this License may be modified on ly by a written amendment executed by duly authorized officers or representative s of Licensor and Licensee. oral or written. or delete from the ter ms of this License in any manner whatsoever. The arbitrator will not be permitted to award punitive damages against either party in any arbitration proceedings and the limitation of liabi lity in Section 3 of this License shall apply to the final and delivered by registered airmail. No purchase order or any other standardized busines s forms issued by Licensee. representation and/o r warranty is hereby limited to the period of either (i) thirty (30) days from t he date of shipment or (ii) the shortest period allowed by law in the applicable jurisdiction if a thirty (30) day limitation would be unenforceable. 2(e). (b) Licensee shall not assign this License to any third party by operation of l aw. (g) This License constitutes the complete and exclusive statement of the agreem ent between the parties and supersedes all proposals. guaranty. The venue and place of ar bitration shall be in Pittsburgh. 2(d). of any such purchase order or standardized business form is not recognized as a subsequent writing and will not act as acceptance of such terms. END-USE CERTIFICATION Intending to be legally bound. Licensee certifies that its use of the Program an d technical data delivered under this License will not be destined for the follo wing end-uses. any such warranty. or the breach ther eof. Licensor may immediately commence proceedings in any court of competent jurisdiction for protection of its confidential information or collec tion of payments. Except as specifically provided herein. written or ora l. permitted assigns and transferees. or otherwise without prior written consent of Licensor. or in bankruptcy. 3. (e) All disputes arising out of or relating to this License. Any acknowledgment. Notices shall be effective when received as indicated on the f acsimile. Any failure o f any party to enforce any of the provisions of this License will not be constru ed as a waiver of such right of the party thereafter to enforce each and every s uch provision. representations and/or conditions of a ny type may not be disclaimed.

Nuclear explosive activities. government. development. Referenc e Export Administration Regulations (EAR) part 744. The term "terrorism" means an activ ity that: (1) involves a violent act or an act dangerous to human life. construction. C. Will not be used in crime control and detection commodities and end-uses. or infra . design . Inc. Activities including research on. (iii) Facilities for the separation of isotopes of source and special nuclear material. suppo rt. E. or components for such facilities: (i) Facilities for the chemical pr ocessing of irradiated special nuclear or source material. or (iv) Facilities for the fabrication of nuclear reactor fuel containing plutonium. manufacture. without ANSYS.S . space launch vehicles.S. government de nial lists: U. directly or in directly contrary to U. rocket systems (including but not limited to ballistic missile systems. construction. design manufacture. design. sold. and unmanned air vehicle systems (including but not limited to cruise missile systems. stockpiling. or 3.S. wi thout prior approval from the U. production. testing or maintenance of any nuclear explosive device or components or subsystems of such a device. devices. including any machi nery. J. State Department D ebarment List. Will not be imported or re-exported for use by the end-users listed on the U nverified List. or maintenance of a maritime nuclear propulsion project. target drones. where there is no obligation to accept Intern ational Atomic Energy Agency (IAEA) safeguards at the relevant facility or insta llation when it contains any source or special fissionable material (regardless of whether or not it contains such material at the time of export). or maintenance of any nucl ear reactor. construction. or support terrorism.'s prior written consent. or deve lopment. or the "Entity List. or use of missiles. Will not be imported or re-exported to entities listed on U. Will not be used in the design.] D. development. Will not be imported or re-exported for use by or for persons who commit . delivered or transferred. export control regulations. or Treasury De partment Specially Designated Nationals List*. 4. the term "nu clear end-use or activity" is defined as: 1."* Supplement No.S. Unsafeguarded nuclear activities. 2. an d reconnaissance drones). Department of Commerce. Will not be used in the design. threaten to commit. facility for the fabrication of nuclear fuel. fa cility for the conversion of nuclear material from one chemical form to another. Part 744 of the EAR.A. Safeguarded and unsafegua rded nuclear fuel cycle activities. construction. or use of chemical or biological weapons and their precursors. I. F. production. production. Will not be used in or for any nuclear end-use or activity. G. Department of Commerce Denied Persons List. critical facility. resold. property. Will not be imported or re-exported to destinations embargoed by the U. B. manufacture. or where any such obligation is not met. operation. H. stockpiling. Will not be used. Will not be used in the design. or separate storage installation. (ii) Facilities for t he production of heavy water. development. and sounding rockets). including research on or development. State Department Parties of Proliferation Concern. including resea rch on or development.S. Nuclear explosive activities. Safeguarded and unsafeguarded nuclear activities. operation or maintenance of any of the following fa cilities. components or equipment specifically developed or designed for us e in such plants or facilities.

development. Inc. Licensee agrees to explain its end-use to ANSYS. (3) Will not be transferred or unless specifically pe rmitted in writing by ANSYS. (4) Will only be used by permanent employees of Licensee. U. including but not limited to persons or entities designated in or pursuant to Executive Order 13315.9490 and the followi ng U. and local export laws. production. or use of arms and related material. The contract provision in the software licens e agreement permitting use by Contract Users is hereby superseded and contract u sers shall not be permitted to use the ANSYS non-public technical information wi thout ANSYS' specific. suppo rt. assassin ation. written permission. Dept. *These lists are available from Office of Foreign Assets Control. of State: www.S.514. or hostage-taking. stockpiling. government websites: Bureau of Industry & Security. development. production. satellite.treas. Inc.S. Inc. (2) Will not be used in the design. U. of Commerce: www. For any Licensee located in Iraq. or space items as described on the U.wassenaar. stockpiling.bis.pmdtc.S. the following additional requirements apply.pmdtc. of Treasury: www. Dept. suppor Office of Defense Trade Controls. or use of military. K.structure. ANSYS' non-public technical information: (1) Will not be used in the or the Wassenaar Arrangement Munitions List (WAML) (ww w.S. or (c) to affect the conduct of a government by mass destruction. Munit ions List (www. (b) to influence the policy of a government by intimidation or coercion . upon request in order to e nsure compliance with U. U.S. kidnapping. Dept. at fax #724. and (2) appears to be intended: (a) to intimidate or coerce a civilian population. 4-5-05 .

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