LICENSE

LICENSE, SUPPORT, AND SERVICES AGREEMENT
General Conditions

This License Support and Services Agreement is an agreement between the
entity receiving the accompanying product(s), documentation or services
("Customer") and Axway Inc. (or, based on where Customer acquired the
licenses, one of its affiliates) ("Axway"). This Agreement, including
any and all Order Forms and SOWs (as defined below) (collectively, this
"Agreement"), governs the products(s), documentation and services that
accompany this Agreement.

Click-through Agreement. BY INSTALLING, COPYING OR USING THE PRODUCT(S) OR
DOCUMENTATION ACCOMPANYING THIS AGREEMENT AND/OR CLICKING ON THE "I
ACCEPT" BUTTON OF ANY ELECTRONIC VERSION OF THIS AGREEMENT, YOU (AS THE
INDIVIDUAL SIGNING OR CLICKING ON THIS AGREEMENT) AS THE CUSTOMER
REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED ON BEHALF OF CUSTOMER
TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, AND CUSTOMER CONSENTS
TO AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, CLICK THE "I DO NOT ACCEPT" BUTTON. IF THIS IS AN ELECTRONIC
VERSION OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE PRODUCT(S) OR
DOCUMENTATION, AND IMMEDIATELY RETURN THE PRODUCT(S) AND DOCUMENTATION TO
AXWAY.

ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1. In this Agreement and any
Schedules, Order Forms or Statements of Work ("SOWs"), the following terms
are defined as follows, and additional definitions applicable to the Order
Forms are included in Attachment A:
"Additional Services" means the Services described in Article 7 as
contained in any Order Forms or SOWs;
"Agreement" means these General Conditions and the Software/Services Order
Form (or Specific Conditions) and Schedules (together, the "Order Form");
"Business Partner" or "Trading Partner" means any external computer
interoperating with a Licensed Component through one or more protocols, one
or more networks, or one or more adapters;
"Defect" means a reproducible error or defect in the Product that prevents
it from operating materially in accordance with its Documentation;
"Delivery" means delivery of license keys which unlock the Licensed
Component, enabling electronic delivery of the Licensed Component for
download, or shipment of one or more CD ROMs or DVDs which contain the
Licensed Component, or shipment of the Hardware Product;
"Documentation" means the documents delivered with
the Product which contains Axway's published specifications and user guide
of the Product;
"Effective Date" for an Order Form means the date when Customer executes an
Order Form unless specified otherwise in an Order Form;
"Hardware Product" means any hardware appliance or other item of equipment
that is delivered to Customer;
"Licensed Component" means the computer program described in the Order
Form, as well as:
(i) the Documentation, in either machine-readable or printed form; and
(ii) all entire or partial authorized copies of such items made by
Customer; and
(iii) any software release provided by Axway to Customer (provided that
Customer is still a subscriber to Support Services);
"Operating Environment" means any operating system based environment
hosting the running of a Licensed Component, defined by its resources:
Computer, its number of CPUs, its number of Cores per CPUs, its number of
Partitions, the type of its Partitions and the number of CPUs per
Partitions;
"Parties" means Axway and the party identified as Customer in the Order
Form;
"Product" means Hardware Product(s) and Licensed Component(s);
"Site" means the physical location of the Operating Environment, such
address as is provided in the Order Form; "Support Services" means annual
Product support provided under Axway's policies for the level of Support
Services ordered in the Order Form; "Third Party Software" means any third
party program or software included as an integral part of the Product and
delivered with the Product; such program or software is solely for use as
embedded with the Product;
"Use" means the installation, loading, utilization, storage or display of
the Product by Customer within the constraints in the Order Form;
1.2. Headings are used in this Agreement for ease of reference only and
shall not affect interpretation. References in this Agreement to Articles
or Sections are references to the Articles or Sections of the General
Conditions unless inconsistent with the context.
1.3. The words "include", "includes", "including" and "included" will be
construed without limitation unless inconsistent with the context.

ARTICLE 2 - CONTRACT DOCUMENTS
2.1. This Agreement consists of these General Conditions, and any Order
Form(s) or Specific Conditions, which prevail over these General Conditions
to the extent of any conflict.
2.2. This Agreement forms the entire agreement between the Parties relating
to this subject matter, replaces and supersedes any previous proposals,
correspondence and understandings, whether written or oral; including any
Customer terms and conditions, which shall not apply.
2.3. This Agreement may not be altered, modified, amended, changed,
rescinded or discharged in whole or in part, except by written agreement
signed by both Customer and Axway.
2.4. Nothing contained in any document or purchase order submitted by
Customer shall in any way modify or add to the terms of this Agreement.

ARTICLE 3 - TERM
3.1. This Agreement shall remain in effect unless terminated in accordance
with Article 17. The right of Use is granted from the Effective Date, or if
none stated, upon Delivery by Axway.
3.2. If purchased by Customer, Support Services shall commence on the
Effective Date and shall continue for an initial period of one year
("Initial Support Term") except as otherwise set forth in the Order Form.
Upon expiration of the Initial Support Term, the Support Services shall be
automatically renewed for one-year periods, with payments required prior to
the start of the new support term, unless and until terminated in
accordance with Article 17.
3.3 The terms of this Section 3.3 apply if Customer is obtaining an
evaluation license.  Subject to the terms of this Agreement, Axway grants
to Customer (i) a non-exclusive, nontransferable license, without right of
sublicense, to install and Use the evaluation version of the Licensed
Component, in object code form and/or (ii) the right to Use the Hardware
Product for evaluation and trial purposes only.  The term of this license
begins upon delivery or download and ends 30 days thereafter, or extends
for such longer period as Axway shall have agreed to in writing (the
"Evaluation Period").  When the Evaluation Period expires Customer must
stop Using the Licensed Component, and return any Product to Axway. Axway
disclaims all warranties during this Evaluation Period and Customer waives
all claims against Axway related to this Evaluation Period.

ARTICLE 4 - USE OF THE PRODUCT
4.1. As of the Effective Date of this Agreement, Axway grants to Customer,
subject to the terms and conditions of this Agreement, a non-exclusive, non-
assignable and non-transferable right to Use the Licensed Component for
Customer's own internal business purposes only. Any delay in any payment of
the fees related to this Agreement as set forth in Article 8 thirty (30)
days beyond the payment date will automatically suspend the right to Use
the Licensed Component for Customer, upon written notice by Axway. The
Product, including portions and information or materials thereof, may not
be used for any purpose that would be a violation of this Agreement. All
rights not addressed herein are specifically reserved by Axway. Customer
shall not Use the Product to provide services to third parties, including
ASP, facilities management, outsourcing, unless expressly provided for in
an Order Form.
4.2. If Customer has purchased a license for Products which are used by
Customer to distribute to any third party Trading Partner that has a
business need to securely transfer files to or from Customer, then the
sublicense such Trading Partner has conveys the right to Use the Product
for the purpose of transferring files to and from Customer in the
furtherance of Customer's internal business purposes only.
4.3. If Customer wishes to permanently transfer the Licensed Component to a
new Operating Environment, the Order Form associated with this Agreement
will have to be updated accordingly. Once the transfer has been made to the
new authorized Operating Environment, Customer shall erase the Licensed
Component from the former Operating Environment, within the time frame
allowed in the Order Form or, if none stated, then sixty days.
4.4. Customer has the right to make one back-up copy of the Licensed
Component for archival purpose only. Any other copies, reproductions and
summaries of the Licensed Component or Documentation are prohibited.

ARTICLE 5 - DELIVERY AND WARRANTY
5.1. Axway shall provide Customer with the Licensed Component in object
code form and with the Documentation.  Full title to the Hardware Product
passes to Customer upon Delivery.  Products are delivered Free On Board
(FOB) shipping point with freight and insurance prepaid.
5.2. The Use of certain Licensed Components will require a key. The key
will be generated by Axway based on computer- dependent Customer
information. Customer agrees to provide the necessary information as
required to generate and activate the key.
5.3. Axway represents and warrants that, for a period of 90 days from
Delivery ("Warranty Period"), the Product will conform to and perform in
accordance with the Documentation.  Unless certified by Axway, Axway does
not warrant that the Product will operate in combination with other
software selected by Customer, or that the Product will operate
uninterrupted or free of non- material errors.  Axway will use commercially
reasonable efforts to modify, repair or replace the Product, at no
additional charge, to correct any Defect, provided that Customer reports
the Defect to Axway during the Warranty Period.  Axway further warrants
that the Product as provided by Axway will not contain any malicious code,
program, or internal component (e.g., computer worm) and will have been
screened using customary procedures in the industry for viruses. THE
REMEDIES DESCRIBED IN THIS ARTICLE 5 SHALL BE THE SOLE AND EXCLUSIVE
REMEDIES FOR DEFECTS CONTAINED IN AND FOR THE PERFORMANCE OF THE PRODUCT.
5.4. The limited warranties in Section 5.3 are conditioned upon Customer's
Use of the Product in accordance with the terms of the Documentation, and
shall not apply to the extent that an error occurs because of and would not
have occurred but for:  (i) modifications made to the Product by a party
other than Axway; (ii) Customer's failure to implement enhancements
provided by Axway; or (iii) Use of the Product in connection with any
operating system, computer equipment or device which does not meet the
minimum requirements set forth in the Documentation. 5.5. EXCEPT FOR THE
EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 5,TO THE EXTENT PERMITTED BY
APPLICABLE LAW, AXWAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

ARTICLE 6 - SUPPORT SERVICES
6.1. Upon payment of the applicable fees, Axway will provide technical
Support Services, at the level specified on the Order Form or other
applicable ordering documentation.
6.2. Axway is under no obligation to provide Support Services (i) if there
has been a modification or attempted modification of the Product (other
than modifications made by Axway and delivered as part of the Product) or
the Product has been improperly installed by Customer or operated or used
other than in accordance with this Agreement and the Documentation; or (ii)
if Customer has refused, delayed or otherwise failed to implement a release
or other modification that Axway has provided or recommended.

ARTICLE 7 - ADDITIONAL SERVICES
7.1. In accordance with its expertise and availability, Axway will, if
ordered by Customer, provide services that may include installation,
implementation, technical and training assistance services for the Product,
or subscription-based or hosting services (each considered individually,
"Additional Services") to Customer at the rates set forth in the Order Form
or, if no rates are set forth, the rates in effect at the time that such
Services are provided.
7.2. Except for Retained Works (defined below), all right and title to
professional services deliverables shall belong to Customer.  Axway will be
the owner of any Retained Works, which are defined to include:  (i) any pre-
existing materials, including any of Axway's preexisting software code,
proprietary software tools, or training materials incorporated into the
deliverables; (ii) any customized modifications to the Licensed Component
unless an applicable work order, SOW or other such similar document
expressly provides that such modifications are assigned to Customer; and
(iii) any third party programs which are integrated with or incorporated
into the deliverables.  For any Retained Works incorporated into a
deliverable, Axway grants Customer a nonexclusive, worldwide, royalty-free
license to use such Retained Works to the same extent that Customer is
licensed to use any related Licensed Component.

ARTICLE 8 - PAYMENT TERMS AND CONDITIONS
8.1. The fees for the Products and Support Services are listed in the Order
Form. In addition to the fees listed in the Order Form, Customer shall be
responsible for all personal property, sales, use, value-added, withholding
and similar taxes (other than taxes on Axway's net income) arising from the
transactions described in this Agreement.  Where Customer's Use of the
Software or receipt of Services is exempt from sales or other taxes,
Customer shall provide Axway with the appropriate exemption certificate.
All amounts payable under this Agreement shall be paid net 30 days from the
invoice date, unless stated otherwise in an Order Form.
8.2. The Product fees are fixed and not subject to revision.  It shall be
invoiced in full on the Effective Date, unless stated otherwise in an Order
Form.
8.3. Support Services fees shall be invoiced on the Effective Date and are
due net 30 unless otherwise stated in an Order Form.
8.4. Fees for professional services shall be invoiced at the end of the
month in which they are provided.  Travel and accommodation expenses
incurred to provide training, technical assistance, support and services
shall be invoiced to Customer based on the actual and reasonable costs
incurred by Axway.  Supporting documents will be provided upon reasonable
request.
8.5. Fees or other amounts remaining unpaid for thirty (30) days following
the date of invoice shall be considered overdue and shall remain payable by
Customer together with interest for late payment from the date payable at
the rate of 1% per month. In addition to the above provision for late
payment, Axway reserves the right to suspend performance of any Additional
Services (which includes hosting services, as applicable).

ARTICLE 9 - CUSTOMER RESPONSIBILITIES
9.1. Unless the hosted option is selected, Customer shall be responsible
for operating the Product and shall:
 -	ensure that the hardware, base program, network and operating system
 configuration are suitable,
 -	develop the operating measures, control procedures and security
 measures required for data backup and replacement in the event of
 interruption in Product operation,
9.2. Customer is also responsible for:
  -	protecting its own recorded data, and
  - the results obtained and any direct or indirect consequences thereof,
  - make qualified personnel available to resolve any problems, and
  - appoint one of its employees to serve as the primary point of contact
  with Axway for any technical issues.
9.3. Customer shall take all measures required to protect Axway's
intellectual property rights in the Product and Documentation, including in
particular retaining any reference to Axway's copyright notice(s) and any
other legend on any authorized copy in accordance with Axway's
instructions. In the event any third party attempts to attach or seize the
Product or challenge Axway's intellectual property rights in any other
manner, Customer must immediately notify Axway, contest the attachment and
take all steps required to make the intellectual property rights in
question known, subject always to Article 10 below.

ARTICLE 10 - INTELLECTUAL PROPERTY
10.1. Only a right to Use the Licensed Component is granted to Customer;
any extension of the right granted shall be subject to Axway's prior
written consent.  The parties acknowledge and agree that Customer has only
Use rights with respect to the Licensed Component, but Customer owns the
Hardware Product. Axway retains title in and to the Licensed Component,
including any portion thereof and information, materials or copy made from
it or any part of it and copyright in the Licensed Component.
10.2. If Customer wishes to make the Product interoperable with other
programs, other than as envisaged in the Documentation, the parties will
work together to create an interoperability plan that does not violate this
Article.
10.3. Except as otherwise provided for in this Agreement or permitted under
applicable law, Customer will not, directly or through any person or
entity, in any form or manner (i) copy, sublicense, lease, assign,
distribute, reproduce, incorporate, use or allow access to the Product or
modify, prepare derivative works from the Licensed Component except as
explicitly permitted under this Agreement or (ii) decrypt, extract,
decompile or otherwise reverse engineer the Licensed Component, or
otherwise disassemble, derive or attempt to derive the source code of, or
any processes, methods, specifications, protocols, algorithms, interfaces,
data structures, or other information embodied or used in, the Product. The
restrictions of this Article 10 shall survive the termination of the
Agreement. If Customer has purchased licenses for a Trading Partner,
Customer shall ensure each Trading Partner is bound to provisions at least
as protective of Axway as Articles 4, 10, 12, 14 and 15. Customer shall
promptly notify Axway of any unauthorized use, disclosure, reproduction, or
distribution of any Product, which comes to Customer's attention, or which
Customer reasonably suspects.  Customer may Use any Third Party Software
products or modules supplied by Axway solely with the Licensed
Component.
10.4. If, in the performance of any Additional Services hereunder, Axway is
required to use any Customer supplied programs, Customer hereby warrants
that it has obtained any necessary authorizations and licenses required to
allow Axway to access and use such program as necessary for performance of
the Services. Customer shall provide any associated supporting
documentation to Axway promptly upon request.

ARTICLE 11 - INDEMNIFICATION
11.1. Axway agrees to defend, settle and indemnify Customer from and
against any amounts payable under judgment, court order or settlement
brought by any unaffiliated third party against Customer to the extent that
such action results from actual or alleged infringement by any Product of
any third party copyright, trade secret or patent existing or issued as of
the date that Axway initially Delivered the applicable version of such
Product to Customer. In connection with any allegation of infringement of
any third party rights, Customer shall (and it shall be a condition of
reliance upon the indemnity for Customer to):
  - immediately notify Axway in writing of the allegation;  and
  -	allow Axway sole control of the defense and any related settlement
  negotiations; and
  -	cooperate in good faith in the said defense and comply with all of
  Axway's reasonable requests (at Axway's expense) in defending or settling
  the claim.
11.2. Should Customer's use of the Product be determined to have infringed
any third party rights, or if in Axway's judgment, such use is likely to be
infringing, Axway shall endeavor at its option do one of the following, at
its own expense:
  -	procure for Customer the right to continue owning or using the Product,
  as applicable,
  -	replace or modify the Product to make its Use non-infringing while
  yielding substantially equivalent functionality.
If and only if the previous options are not, in Axway's reasonable
judgment, commercially reasonable, then Axway may terminate this Agreement
as it applies to the specific Product and the corresponding rights of Use.
Customer agrees to destroy or return the affected Product to Axway on its
written request and Axway will then return the Product license fees to
Customer as prorated over a five year term commencing on the date of
Delivery of the applicable Product by Axway. The obligations of Axway in
this Article 11 will not apply to the extent that the infringement or claim
thereof is based on (i) Use of the Product other than in accordance with
this Agreement, or (ii) modifications or additions to the Product by
Customer personnel (other than modifications at Axway's direction) or (iii)
use of other than the most recent version of any Product if and from the
time Axway informs Customer in writing that infringement or
misappropriation may be avoided by use of the most recent version of such
Product. THIS ARTICLE 11 SETS FORTH THE FULL SCOPE OF AXWAY'S LIABILITY AND
CUSTOMER'S EXCLUSIVE REMEDY, TO THE EXTENT PERMITTED BY LAW, FOR ANY ACTUAL
OR ALLEGED INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE
PRODUCT.

ARTICLE 12 - LIABILITY
12.1. EXCEPT FOR AXWAY'S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION OR
CONFIDENTIALITY, AXWAY IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST
PROFITS, LOST DATA OR COMPUTER HARDWARE OR SOFTWARE DAMAGE, FAILURE OR
MALFUNCTION, WHETHER OR NOT AXWAY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES; EXCEPT FOR AXWAY'S OBLIGATIONS WITH RESPECT TO
INDEMNIFICATION OR CONFIDENTIALITY, AXWAY'S LIABILITY HEREUNDER SHALL NOT
EXCEED THE TOTAL AMOUNT OF LICENSE AND SERVICES FEES INVOICED UNDER THIS
AGREEMENT FOR THE SOFTWARE GIVING RISE TO SUCH LIABILITY DURING THE
CALENDAR YEAR IN WHICH THE CLAIM AROSE.  THE FOREGOING LIMITATIONS OF
LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS OF THE FORM IN WHICH
AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) MAY BE BROUGHT, WHETHER IN
CONTRACT, TORT, OR OTHERWISE.  THE LIMITATIONS OF LIABILITIES, DISCLAIMERS
OF WARRANTIES, EXCLUSIVITY OF REMEDIES AND OTHER LIMITATIONS SET FORTH
HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES (WITHOUT
WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR) AND
WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
12.2. This Agreement is enforceable by the Parties to it and by their
permitted assignees. A person who is not a party to this Agreement shall
have no right to enforce or rely on any of the terms of this Agreement. The
terms of this Article 12 shall survive termination of this Agreement.

ARTICLE 13 - ADVERTISING
The Customer must include Axway's name any time it refers to the Product in
writing. The Customer hereby authorizes Axway to include its name in a
customer list.

ARTICLE 14 - ADMINISTRATIVE REQUIREMENTS
The Customer is responsible for obtaining any required legal authorizations
arising out of Customer's particular use of the Products and is responsible
for its compliance with applicable data protection legislation.

ARTICLE 15 - CONFIDENTIALITY
15.1. Each Party recognizes that under this Agreement either Party may have
access to or otherwise receive trade secrets and confidential or
proprietary information of the other, including information concerning
products, including but not limited to the names of Customer's clients,
financial or contractual arrangements. All such information shall
constitute "Confidential Information". The Products, including any
Documentations or portions thereof and information, material or copy
derived there from, is proprietary and confidential to Axway. Each Party
agrees not to use, other than for the purposes for which it was disclosed
or divulged the other party's Confidential Information and to limit
disclosure of same to those of its employees and independent contractors
who have a need to know the same and to use all reasonable endeavors to
prevent its disclosure to or access by any third party without the prior
written consent of the disclosing party.
15.2. Confidential Information does not include information that: (i) is or
becomes a part of the public domain through no act or omission of the
receiving Party; (ii) was in the receiving Party's lawful possession prior
to the disclosure and had not been obtained by the receiving Party either
directly or indirectly from the disclosing Party; (iii) is lawfully
disclosed to the receiving Party by a third party without restriction on
disclosure; (iv) is independently developed by the receiving Party without
reference to the disclosing Party's Confidential Information; or (v) is
required to be disclosed by any court of competent jurisdiction or by a
governmental or regulatory authority or where there is a legal right, duty
or requirement to disclose. In such event, the receiving Party will (and
without breaching any legal or regulatory requirement) where reasonably
practicable give the disclosing Party prompt notice in writing of the
requirement to disclose.
15.3. The rights and obligations of the Parties under this Article 15 shall
continue for three years following expiration or termination of this
Agreement.

ARTICLE 16 - NON-SOLICITATION
16.1. For the duration of this Agreement and for the period of 12 months
following its termination or expiration, neither Party shall, without the
prior written consent of the other Party, actively endeavor to solicit or
entice away any person employed or engaged by the other Party in the
performance or administration of this Agreement.
16.2. If a Party breaches the foregoing obligation, the breaching party
shall pay to the other Party twelve times the prior monthly base salary of
the relevant person, such sum being deemed by both Parties to be fair
compensation for the loss suffered as a result of the breach.
16.3. The provisions of Section 16.2 shall not apply to any individual who
can be proven to have responded to a bona fide published recruitment
advertisement where the recruited person is not recruited to work for or
with a party's personnel or department involved in this Agreement.  Nothing
in this Article 16 is intended to restrict the right of any individual to
seek employment with whomsoever they wish, but is intended to provide for
due compensation where such a situation occurs as a result of entering into
this Agreement recognizing that loss of experienced personnel can have a
serious effect upon any employer.

ARTICLE 17 - TERMINATION
17.1. This Agreement may be terminated by either Party immediately upon
written notice if the other Party is in material or continuing breach of
any of its obligations under this Agreement and fails to remedy that breach
(if capable of remedy) within thirty (30) days after receiving written
notice of such breach.
17.2. Either Party may terminate this Agreement forthwith on giving written
notice to the other Party if such Party has had a receiver or
administrative receiver appointed over the whole or any part of its
undertaking or assets or passes a resolution for winding up, or a court of
competent jurisdiction makes an order to that effect or if the other Party
enters into any voluntary arrangement with its creditors or becomes subject
to a bankruptcy administration order or ceases to carry on business.
17.3. Upon termination of the Agreement Customer must, depending on the
method of Product delivery, either: (i) return the Licensed Component and
the Documentation to Axway and destroy or return any copies of the Licensed
Component that it may have made within fifteen days from the termination
date or (ii) remove all copies of the Licensed Component and certify in
writing that all copies have been removed and destroyed.
17.4. After the Initial Support Term or any of the annual renewal of
Support Services terms, either Party may terminate the Support Services on
six months' prior written notice.

ARTICLE 18 - WAIVER
The fact that either Party fails to take action after a breach by the other
Party of any of its obligations arising hereunder shall not be construed or
operate as a waiver of the obligation in question or of any later breach.

ARTICLE 19 - SEVERABILITY
If any of the provisions of this Agreement, or any part thereof, is judged
to be illegal or unenforceable, the remaining provisions will continue in
full force and effect for the remainder of this Agreement and shall not be
prejudiced, unless the substantive purpose of this Agreement is thereby
frustrated, in which case either Party may terminate this Agreement
forthwith on written notice.

ARTICLE 20 - ASSIGNMENT
This Agreement and the license granted hereunder may not be assigned or
transferred in whole or in part by Customer without Axway's prior written
consent. Axway may assign and transfer its complete rights and obligations
under this Agreement, without the consent of Customer, to any corporation
that is a wholly owned subsidiary or parent or sister corporation of Axway.

ARTICLE 21 - AUDIT
Axway hereby reserves the right to conduct an on-site audit of Customer to
verify compliance with the Licensed Component license granted herein by
providing at least three (3) days prior written notice.  Customer consents
to audit compliance software being run on Customer systems. The Customer
hereby agrees to cooperate with the audit in good faith, to grant Axway
access to all relevant information and to provide copies of relevant
information on request.  In addition, Customer agrees, upon request by
Axway from time to time, to provide Axway with a written report, certified
by an officer, stating the physical Site(s) and computer systems with
respect to which Customer is using the Licensed Component.

ARTICLE 22 - UNITED STATES GOVERNMENT END USERS
As defined in Federal Acquisition Regulations ("FAR") Section 2.101,
Department of Defense Federal Acquisition Regulations ("DFARs") Section
252.227-7014(a)(1) and DFAR Section 252.227-7014(a)(5), the computer
programs included in or with the Products and the Documentation are
"commercial items," "commercial computer software" and "commercial computer
software documentation," as applicable.  Consistent with FAR Section 12.212
and DFAR Section 227.7202 and any successor sections, any use,
modification, reproduction, release, performance, display or disclosure of
such computer programs and Documentation by the United States Government
shall be governed solely by the terms of this Agreement.

ARTICLE 23 - EXPORT
Customer shall not export, ship, transmit or re-export the Products or
Documentation in violation of any applicable law or regulation.

ARTICLE 24 - THIRD PARTY SOFTWARE
Certain Third Party Software may be provided with the Licensed Component(s)
that is subject to the accompanying license(s), if any, of its respective
owner(s). To the extent portions of the Software are distributed under and
subject to open source licenses obligating Axway to make the source code
for such portions publicly available (such as the GNU General Public
License ("GPL") or the GNU Library General Public License ("LGPL")), Axway
will make such source code portions (including Axway modifications, as
appropriate) available upon request for a period of up to three years from
the date of distribution. Such request can be made in writing to Axway
Inc., 6811 E. Mayo Blvd., Suite 400, Phoenix, Arizona 85054, ATTN: Legal
Department. Customer may obtain a copy of the GPL at
http://www.gnu.org/licenses/gpl.html, and a copy of the LGPL at
http://www.gnu.org/licenses/lgpl.html.

ARTICLE 25 - NOTICES
All notices, demands, consents, approvals and other communications shall be
sufficient if in writing and sent by facsimile transmission (with a hard
copy mailed on the same date) or registered or certified mail, return
receipt requested, postage prepaid, or overnight courier service to the
other party at its address set out in the Order Form or to such other
superseding notice address that it has subsequently provided to other Party
in writing. Each such notice shall be deemed to have been served: in the
case of by hand and special delivery, when actually received; or if posted
by recorded delivery shall be deemed to have been accepted on the expiry of
forty eight hours after posting and on proving posting it shall be
sufficient to produce a copy of the notice properly addressed with the
relevant post office receipt for its dispatch by recorded delivery.

ARTICLE 26 - GOVERNING LAW and DISPUTES
26.1. This Agreement will be governed by and interpreted in accordance with
the laws of Arizona. Should any dispute arise, the Parties will use all
reasonable efforts to attempt to resolve the dispute in good faith by
senior level negotiations. The dispute shall be referred by a written
request to an officer of each Party who has authority to resolve the
dispute and who is not directly involved with the subject matter of this
Agreement who shall meet within 15 days from the dispatch of the written
request in order to attempt to resolve the dispute.
26.2. If the dispute is not resolved through negotiation, both Parties
agree that the Courts of Arizona will have exclusive jurisdiction in
connection with the resolution of the dispute. The United Nations
Convention on the International Sale of Goods shall not apply to this
Agreement.



ATTACHMENT A ADDITIONAL DEFINITIONS

To the extent used in the Order Forms pursuant to this Agreement, the
following definitions have the following meanings:

"Active (Production) License" means a license for Use of the Product in a
production environment.  An Active/Active  configuration refers to a shared
cluster configuration whereby applications and data are simultaneously
available to all server Instances in the cluster. Consequently,
Active/Active clusters support high availability ;
"Computer" means one or a group of physical hardware machines processing
data and hosting the running of one or more operating systems as defined in
the Order Form;
"Core" means the main part of CPU that interprets the instructions and
performs the binary calculations. Every CPU has at least one Core, but can
be composed of several Cores;
"CPU" (Central Processing Unit) means a functional unit in a computer that
interprets and executes instructions. A CPU may contain multiple Cores with
a Computer system or server. If the right of Use is based on CPUs and if
the Licensed Component is used on a single computer with multiple CPUs, the
CPU license must correspond with the number of respective Cores contained
within such Computer. For example, a server that uses one dual-Core CPU
requires two CPU licenses, and a server that uses four dual-Core CPUs
requires eight CPU licenses;
"Instance" means a single occurrence of a Licensed Component. For
clarification, if Customer has purchased only one Active Production
Instance, Customer may run a single occurrence of the Licensed Component in
RAM (Random Access Memory); "Named User" means a physical person
susceptible to establish a session with the Licensed Component;
"Node" means a running instance of a Axway program, i.e. a JVM (Java
Virtual Machine) running an Axway application;
"Partition" means a reserved part of the resources of an Operating
Environment that is set aside for a specific purpose; Such as:
   - "Capped-Partition" means the Sub-Capacity Partition using a determined
   maximum subset of the resources of an Operating Environment.
   - "Floating Partition" means the Sub-Capacity Partition using a
   dynamically allocated subset of the resources of an Operating
   Environment. The maximum potential of resources used by a Sub- Capacity
   Partition equals the overall resources of the Operating Environment;
   - "Full-Capacity Partition" means a Partition using all the resources of
   an Operating Environment. There can only be one "Full- Capacity
   Partition" per Operating Environment. If there is another partition,
   then both Partitions are "Sub-Capacity Partitions";
   - "Sub- Capacity Partition" means a partition using a subset of the
   resources of an Operating Environment;
"Passive (Non-Production) License" refers to a cluster fail over or
disaster recovery software architecture. The passive software doesn't
execute unless the licensed production copy of the Licensed Component
fails. Where Customer is not able to use its licensed production copy of
the Licensed Component in the event of fail over, the Passive license will
start executing after a service interruption. A Passive License may also
include those for test, development, archiving or quality control/quality
assurance;
"User" means, unless otherwise stated in the applicable Order: (a) with
respect to all Products other than Products that are part of Axway's
Validation Authority or SecureTransport product suites, any person who is
assigned login or Use rights or credentials  by Customer to access the
applicable Product, whether directly, through another application or
otherwise; (b) with respect to any Product included in Axway's
SecureTransport product suite, any person or system who is assigned login
or Use rights or credentials  by Customer to access the applicable Product,
whether directly, through another application or otherwise; and (c) with
respect to any Product included in Axway's Validation Authority product
suite, any Validation Authority User.
"Validation Authority User" means any Human User, Group User or Non-Human
User.
   - "Human User" means, with respect to the applicable Product included in
   Axway's Validation Authority product line, any human who has one or more
   associated digital certificates associated with such human that: (i)
   uniquely identify such human; and (ii) are contained in a database or
   other repository that can be queried through Customer's implementation
   of such Product.
   - "Group User" means, with respect to the applicable Product included in
   Axway's Validation Authority product line, any group of humans that has
   one or more associated digital certificates that: (i) uniquely identify
   such group; and (ii) are contained in a database or other repository
   that can be queried through Customer's implementation of such Product.
   - "Non-Human User" means, with respect to the applicable Product
   included in Axway's Validation Authority product line, anything other
   than a Human User or Group User (such as a device) ("Non-Human") that
   has one or more associated digital certificates that: (i) uniquely
   identify such Non-Human; and (ii) are contained in a database or other
   repository that can be queried through Customer's implementation of such
   Product.