TERMS AND CONDITIONS OF THE EVALUATION AGREEMENT ("TERMS AND CONDITIONS")

Effective as of 31-March-2009

1. EVALUATION LICENSE GRANT

1.1 License Grant. Subject to the terms of these Terms and Conditions, Precise grants to Evaluator during the Evaluation Term (as defined in Section 5), a cost-free, non-sublicensable, non-transferable, non-assignable and non-exclusive, revocable license to use the (i) Product(s) identified in the Evaluation Agreement ("Agreement"), in accordance with the standard written materials regarding the Product(s) specifications provided by Precise with the Product(s) ("Documentation"), solely at the location identified in the Agreement and solely for Evaluator's internal evaluation of the Product(s); and (ii) Documentation, but solely in connection with the evaluation of the Product(s). Evaluator may only grant access to the Product(s) or Documentation to employees, contractors, agents or consultants who have entered into a confidentiality agreement with Evaluator no less protective of Precise's proprietary rights than these Terms and Conditions. Evaluator agrees that any breach by any employee, contractor, agent or consultant of his obligations under such confidentiality agreement will also constitute a breach by Evaluator hereunder.

1.2 License Restrictions. Evaluator recognizes that this license is granted solely for the purpose of Evaluator's evaluation of the Product(s) and thus Evaluator will not (and will not allow any third party to):

(i) decompile, disassemble, or otherwise reverse engineer the Product(s) or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Product(s) by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);

(ii) distribute, sell, sublicense, rent, lease or use the Product(s) (or any portion thereof) for time sharing, hosting, service provider or other computer services to third parties or otherwise make the functionality of the Product(s) available to third parties;

(iii) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Product(s);

(iv) reproduce or modify any part of the Product(s), create a derivative work of any part of the Product(s) or incorporate the Product(s) into or with other products, except to the extent expressly authorized in writing by Precise;

(v) publicly disseminate performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Product(s);

(vi) make any commercial use of the Product(s) or use the Product(s) in a production environment; or

(vii) use or copy the Product(s), in whole or in part, except as expressly allowed under Section 1.1.

1.3 Reservation of Rights. Precise and its suppliers reserve all rights not expressly granted by this Section 1.

2. TITLE, OWNERSHIP AND PROPRIETARY RIGHTS. All worldwide right, title and interest to the Product(s) and Documentation, and all intellectual property rights in and to them, are and will remain the exclusive property of Precise, or its suppliers. Nothing contained in the Agreement grants or confers, or will be construed to grant or confer, any rights in or to the Product(s) or Documentation, expressly or by implication, except for the rights expressly set forth in Section 1. Title to any third-party products included in the Product(s) or Documentation, or otherwise provided to Evaluator by Precise ("Third Party Products"), and all intellectual property rights in and to them, are and will remain the exclusive property of the vendors of such Third Party Products.

3. LIMITATIONS OF LIABILITY

EVALUATOR ACKNOWLEDGES AND AGREES BY ENTERING INTO THE AGREEMENTTHAT PRECISE AND ITS SUPPLIERS WILL NOT BE LIABLE WITH RESPECT TO, OR RESPONSIBLE FOR, ANY SUBJECT MATTER OF THE AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, (i) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (ii) FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRECISE'S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE GREATER OF $25.00, OR THE AMOUNT EVALUATOR ACTUALLY PAID PRECISE UNDER THE AGREEMENT (IF ANY). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAIN FROM PRECISE OR ELSEWHERE WILL CREATE ANY WARRANTY WHATSOEVER.

4. DISCLAIMER OF WARRANTIES.

EVALUATOR ACKNOWLEDGES AND AGREES BY ENTERING INTO THE AGREEMENT THAT THE PRODUCT(S) IS PROVIDED FOR EVALUATION "AS IS." PRECISE AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT(S) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, SYSTEM INTEGRATION, ENJOYMENT, NONINFRINGEMENT OR ANY OTHER WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

5. TERM AND TERMINATION. Unless otherwise set forth in the Agreement or terminated earlier in accordance with this Section 5, the Agreement (including these Terms and Conditions) will commence as of the Effective Date and continue for a period of thirty (30) days beginning on the delivery of the Product(s) ("Evaluation Term"). Precise may immediately terminate the Agreement at any time, with or without cause, by providing written notice to Evaluator. The Agreement will immediately terminate upon Evaluator's breach of the Agreement (including these Terms and Conditions). Upon the expiration, cancellation or termination of the Agreement for any reason, (i) all licenses granted under the Agreement will cease, and (ii) Evaluator will immediately return all copies of the Product(s) and Documentation to Precise and destroy or erase any intangible copies of the Product(s) and Documentation, and certify in a writing signed by an officer of Evaluator and delivered to Precise that all such copies of the Product(s) and Documentation have been returned, destroyed or erased. These remedies will be cumulative and in addition to any other remedies available to Precise. Sections 1.2 and 1.3 and Sections 2 through 8 of these Terms and Conditions will survive any expiration or termination of the Agreement.

6. AUDIT. Evaluator agrees to maintain accurate written records of Evaluator's use of the Product(s) and the Documentation, including the location of each copy of the Product(s) in Evaluator's possession. To ensure compliance of the Agreement, upon Precise's written request, Evaluator will furnish Precise with its corporate officer's executed certification that the Product(s) is being used pursuant to the Agreement, including all use and user limitations.

7. CONFIDENTIAL INFORMATION.

7.1 Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Notwithstanding the foregoing marking requirements, the Product(s), Documentation, technical information and other code or data of any type provided by Precise (or its agents) to Evaluator will be deemed Confidential Information of Precise without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. This Section 7 will supersede any and all prior agreements or provisions within an agreement relating to the treatment of confidential information between the parties (unless such prior agreement or provision relates to a strategic, acquisition or similar transaction).

7.2 Each party will not disclose such Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance.

7.3 The Receiving Party's nondisclosure obligation will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees or contractors of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the party required to make such a disclosure gives reasonable written notice to the other party to contest such order or requirement.

8. GENERAL.

8.1 Governing Law. The Agreement will be governed by and construed in accordance with the substantive laws of the United States and the State of California, without regard to or application of California's conflicts of law principles. The Agreement will not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (or its enactment into state law), the application of which are expressly excluded.

8.2 Waiver/Modification. The failure by a party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any of the provisions of the Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Any waiver, amendment, supplementation or other modification of any provision of the Agreement will be effective only if it is in writing and signed by all parties.

8.3 Severability. If any provision of the Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such determination will not affect the validity or enforceability of any other provision of the Agreement.

8.4 Assignment; Third Party Beneficiaries. The Agreement will be binding upon and inure to the benefit of the parties to the Agreement and their respective successors and permitted assigns; provided, however, that Evaluator may not assign any of its rights, obligations, or privileges under the Agreement, by operation of law or otherwise, without the prior written consent of Precise, which may be withheld in Precise's sole and exclusive discretion. Any attempted assignment in violation of this Section will be void. Nothing in the Agreement will be deemed to create any third-party beneficiaries.

8.5 Entire Agreement. These Terms and Conditions, together with the Agreement (which is incorporated herein by this reference), represents the entire agreement between the parties hereto concerning the subject matter of the Agreement and supersedes any and all prior or contemporaneous oral or written statements, agreements, correspondence, quotations and negotiations.

8.6 Government End Users. This Section 8.6 shall only apply if Evaluator is an agency, department, or other entity of the United States Government. The use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement and/or by the terms of the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. This product was developed fully at private expense. All other use is prohibited.

8.7 Miscellaneous. Evaluator will not export or re-export the Product(s) in violation of the export control laws of the United States and/or any other jurisdiction. If any legal action or proceeding is brought for the enforcement the Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of the Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. Evaluator acknowledges that the Product(s) and other Confidential Information of Precise contains valuable trade secrets and proprietary information of Precise, that any actual or threatened breach of Section 1.2 or Section 7 by Evaluator will constitute immediate, irreparable harm to Precise for which monetary damages alone would be an inadequate remedy, and that equitable or injunctive relief is an appropriate remedy for such breach in addition to any other remedies Precise may have at law. The headings of Sections of these Terms and Conditions are for convenience and are not to be used in interpreting these Terms and Conditions. The Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

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