Software License Agreement for Beckhoff Software Products

§ 1	Subject Matter of This Agreement
(1)	LICENSOR grants CUSTOMER a non-transferable, non-exclusive right
to use the data processing applications specified in Appendix 1 hereto
(hereinafter called "SOFTWARE") under the conditions specified hereinafter.
(2)	The SOFTWARE shall be delivered to CUSTOMER on machine-readable
recording media as specified in Appendix 1, on which it is recorded as
an object program in an executable status. One user documentation shall
be part of the application and it shall be made available to CUSTOMER in
printed form, alternatively on a machine-readable recording medium or
online. The form the user documentation is delivered in is specified
in Appendix 1. The SOFTWARE and the documentation are hereinafter
called "LICENSE MATERIALS".
(3)	Data (files, data base materials) recorded on the machine readable
recording media which is part of the software mentioned in Appendix 1,
or which is mentioned there instead of such software, shall fall under
the LICENSE MATERIALS.
(4)	The LICENSE MATERIALS shall also include new editions or
supplements to the LICENSE MATERIALS, which LICENSOR shall let CUSTOMER
have during the life of the agreement, and that is ordinarily not free
of charge.

§ 2	Authorization of Usage
(1)	CUSTOMER acknowledges that LICENSOR is the sole owner of all
rights in the SOFTWARE described in Appendix 1 and in all of the
know-how pertaining to this SOFTWARE. It shall forbear to attack those
rights. It will adequately inform third parties of Licensor’s ownership
of those rights.
(2)	CUSTOMER shall only be granted a limited right of usage to the
extent to which it is absolutely necessary for the purposes of this
AGREEMENT. The provisions following hereunder are characterizations
of this principle and shall be narrowly construed in cases of doubt.
Licensor’s copyright of the SOFTWARE shall not be exhausted by this
AGREEMENT.

§ 3 	Scope of Usage
(1)	CUSTOMER may use the delivered software on the central data
processing unit identified in Appendix 1. 
(2)	"Usage" includes storing (copying) of the software and the
data in whole or in part in the identified data processing unit,
executing the applications, processing of the data and making additional
copies of these materials in machine-readable form to the extent
necessary for their use under this AGREEMENT. The right of use in
units connected to the central data processing unit identified in
Appendix 1 (e.g. input devices or output devices) shall be limited
to transferring, storing and displaying the software, the data or
parts of these materials.
(3)	If, under Appendix 1, the user documentation is also delivered
on a machine-readable medium, subparagraph (2) shall also be applicable
for such documentation.
(4)	If the central data processing unit identified in Appendix 1
is temporarily out of order CUSTOMER may use the software and the
data on another central data processing unit.
(5)	LICENSE MATERIALS delivered in printed form shall only be
copied upon Licensor’s written consent. Additional copies of such
printed LICENSE MATERIALS may be bought from LICENSOR for a fee
to be paid.
(6)	The usage under this AGREEMENT shall include the making
of backup copies of the delivered software, and also observing,
examining and testing of the software while it is being run,
stored and transferred, or displayed on the monitor screen.
(7)	CUSTOMER may connect the delivered software to other
software (facilitating interoperability). The user documentation
shall contain a description of the interfaces provided for this
purpose. Otherwise, CUSTOMER shall not modify, translate, or
otherwise edit and transform the software. Neither shall CUSTOMER
retranslate the software into the form of source programs or
other modes of presentation. Any retranslation of program parts
for making an independently developed DP program interoperable with
other software shall be subject to the applicable legal provisions.
(8)	CUSTOMER shall not transfer the privileges mentioned
herein to third parties or grant any rights of usage to third
parties. In case such transfer of privileges to third party,
is agreed upon between the parties, Licensee agrees to hold
harmless and indemnify Licensor from any and all claims such
third party may raise against Licensor.

§ 4	Protection of LICENSE MATERIALS
(1)	Notwithstanding the rights of usage granted under paragraphs
1, 2, and 3, LICENSOR shall keep all rights of the LICENSE MATERIALS,
and that includes any copies or partial copies made by CUSTOMER. The
foregoing shall not affect Customer’s property of the machine-readable
recording media, memory devices, and data processing devices.
(2)	CUSTOMER shall leave any notices of industrial property rights,
such as copyright notices and other reservations of rights unchanged,
and it shall adopt such notices without change into any copies made
by CUSTOMER of machine readable LICENSE MATERIALS in whole or in part.
In case and as far as the licensed material includes source code,
licensee shall keep such source code confidential, particularly in
regards to publishing.
(3)	CUSTOMER shall keep separate books of the copies or partial
copies of machine readable LICENSE MATERIALS made under this AGREEMENT
and to keep them at a safe place and to provide information about this
subject upon request.
(4)	CUSTOMER shall neither make the LICENSE MATERIALS available
to third parties in original, nor as complete or partial copies,
without Licensor’s express written consent. The same shall apply in
the case of complete or partial sale or dissolution of Customer’s
business enterprise. Customer’s employees or other persons shall not
be considered to be third parties while they stay with CUSTOMER in
order to make use of the LICENSE MATERIALS as provided under this
AGREEMENT.
(5)	CUSTOMER shall completely delete any LICENSE MATERIALS stored
in machine-readable recording media, or memory devices, or data
processing devices before such media or devices are destroyed, sold,
or otherwise passed on elsewhere.
(6)	CUSTOMER may either use a new version of the LICENSE
MATERIALS delivered to it, or it may waive making such use.

§ 5	Delivery
(1)	CUSTOMER shall receive a delivery copy of the SOFTWARE and
of the user documentation on a machine-readable recording medium as
shown in Appendix 1 and one copy of the user documentation. Should
Appendix 1 show that the latter shall also be delivered on a
machine-readable recording device, such machine-readable recording
device may be the same the delivery copy is recorded on.
(2)	If the recording medium containing the SOFTWARE is damaged
or deleted by mistake during shipment or after its receipt by CUSTOMER,
LICENSOR shall deliver a replacement on charging the delivery costs and
the costs of the recording device to CUSTOMER.

§ 6	Royalties
(1)	The royalties shall be defined in Appendix 1 as a non-recurrent
royalty. For particular new versions and supplements of the license
program an additional royalty shall be charged as shown in Appendix 1
if applicable.
(2)	Such royalties shall be payable subsequent to the delivery
of the software to CUSTOMER. Any royalties shall be due for payment no
later than 10 days without any discount. The VAT and sales tax, if any,
shall be charged separately.

§ 7	Warranty
(1)	The parties agree that it is not possible to develop software
thus that it meets all the requirements of the application without error.
LICENSOR shall make available a user documentation explaining the
intended use and the using conditions of the SOFTWARE, which shall always
be kept up to date.
(2)	LICENSOR warrants CUSTOMER the fitness of the delivered version
of the SOFTWARE for its use as provided under this AGREEMENT and as per
the user documentation effective upon dispatch of the SOFTWARE. This
shall particularly apply to any guarantees which can only be contained
in the user documentation and which must be marked and highlighted as
such; in case of doubt there shall be no guaranty. 
(3)	In case of a significant deviation from the user documentation
LICENSOR shall have the right and, unless this requires unreasonable
expenditure, the duty, to remedy such deviation by repair. If LICENSOR
does not succeed in eliminating such significant deviations from the
user documentation within a period of time of reasonable length or to
avoid such deviations in a manner allowing CUSTOMER a usage of the
program as provided under this AGREEMENT, CUSTOMER may demand a
reduction of the royalties or, if the software is useless for CUSTOMER,
it may cancel the license for the software without notice for a refund
of the paid non-recurrent royalty, only.
(4)	CUSTOMER shall make verifiable documents concerning the kind
and the occurrence of such deviations of the software and its
performance available to LICENSOR, and it shall cooperate in the
localization of defects.
(5)	This warranty shall not extend to defects caused by user’s
deviation from the conditions intended for the use of the SOFTWARE
and explained in the user documentation.
(6)	The warranty period shall lapse no later than 1 year after
the delivery of the SOFTWARE to CUSTOMER. This warranty is
exclusive of any warranty claims other than the ones mentioned
under this § 7 and §8.

§ 8	Limitation of Liability
(1)	LICENSOR shall at all times be liable to CUSTOMER for damages
that are caused intentionally or through gross negligence by licensor
itself or its agents, or for any lack of conformity with any guaranty
or product description.
(2)	LICENSOR shall not be liable beyond the bounds set forth under
subparagraph (1), except for insufficient quality of the software through
Licensor’s own fault or through the fault of its agents, but only if
essential functions of the supplied software are affected by such
insufficient quality of the software, and for any other breach or
nonperformance of duties essential for the performance of this agreement
through Licensor’s own fault or through the fault of its agents.
(3)	If, by way of simple negligence, LICENSOR or its agents breach
the duties set forth under subparagraph (2), LICENSOR shall only be
liable to compensate those damages that were foreseeable for LICENSOR
when the particular transactions were made. CUSTOMER shall point out
to LICENSOR in writing any special risks, any atypical possibilities of
sustaining damages and any extraordinary amounts of damages that may be
sustained. LICENSOR shall, however, be exempt from any liability for
consequential damages, for lack of economic success, for indirect
damages, and for damages resulting from claims of third parties,
particularly those damages caused by software used to compose or
create other software. In addition, Licensor’s liability shall by
its amount be limited to EUR 50.000, - in each particular case of
damage resulting from personal injury and to EUR 5.000, - in each
particular case of damage to property; in any other case Licensor’s
liability shall be limited to the six fold of the royalty for the
respective delivery copy. Those royalties effective when the damages
claim arises shall be applicable, exclusive of VAT and sales tax, if
any. LICENSOR shall only be liable for the recovery of data if
CUSTOMER has secured the possibility of reproducing such data at
reasonable expenditure and in accordance with the principles of
proper data processing from data provided in machine-readable form.
(4) 	The same limitations of licensor's liability as set forth under
the foregoing subparagraph (3) shall apply to any culpable breach of
duties under this agreement committed by ordinary agents.
(5) 	Licensor's liability under the Product Liability Act
shall remain unaffected by the foregoing provisions.

§ 9	Intellectual Property Rights of Third Parties
(1)	It is in Licensor’s sole discretion to decide if it defends
CUSTOMER against claims made for an infringement of an intellectual
property right or copyright caused by the SOFTWARE while used as per
this AGREEMENT. CUSTOMER shall notify LICENSOR without delay of the
making of any such claims. If LICENSOR does not defend CUSTOMER,
CUSTOMER shall be free to defend itself. LICENSOR shall assist
CUSTOMER in doing so just as well as CUSTOMER is under an obligation
to assist LICENSOR.
(2)	If claims under subparagraph 1 have been asserted against
CUSTOMER, or if such assertions of claims must be expected, LICENSOR
may modify or replace the SOFTWARE at its own expense as far as this
is reasonable for CUSTOMER. Each party to this AGREEMENT may cancel the
license without notice if such modification or replacement cannot be
accomplished at a reasonable expenditure, or if a right of use cannot
be obtained at a reasonable expenditure. This notwithstanding, the
provisions made under § 8 for the limitation of Licensor’s liability
shall be applicable correspondingly.

§ 10	Conditions of Usage
(1)	The LICENSE MATERIALS delivered to CUSTOMER have been developed
for being used in specific data processing units and for the interaction
with specific other software. These conditions of usage are set forth
in the performance description.
(2)	If the LICENSE MATERIALS are used in a manner not complying
with the conditions of usage under subparagraph (1) LICENSOR shall be
discharged from his warranty obligation under §§ 7, 8 and 9.

§ 11	Termination, Return and Deletion of LICENSE MATERIALS
(1)	CUSTOMER may cancel each license for a particular software, 
or this AGREEMENT as a whole, by giving one month's notice hereof to 
LICENSOR.
(2)	This AGREEMENT is subject to cancellation without notice by
either party for good cause (”wichtiger Grund”); in particular, but
not limited thereto, in case of a breach of § 2 "Authorization of
Use", § 3 "Scope of Use" and § 4 "Protection of LICENSE MATERIALS".
(3)	As soon as a notice takes effect, regardless of its time and
reason, CUSTOMER shall return to LICENSOR the original and all copies
and partial copies of the LICENSE MATERIALS. As far as software which
is recorded on machine-readable recording media is concerned, such
software shall be completely deleted in lieu of being returned.
(4)	If CUSTOMER replaces a cancelled software or prior version
of software by a successor application offered by LICENSOR it may
keep the canceled (prior) software for up to three months as a
standby reserve. Any retention of an archival storage copy shall
be subject to a written agreement.

§ 12	Statute of Limitations, Miscellaneous
(1)	Any claims made for a breach of § 2 "Authorization of Use",
§ 3 "Scope of Use" and § 4 "Protection of LICENSE MATERIALS" shall
expire no later than six (6) years after their accrual, any other
claims from this AGREEMENT shall expire no later than three (3) years
after their accrual, unless shorter terms are applicable under the
statute of limitations.
(2)	Any modification of or supplement of this AGREEMENT shall
only be valid if made in writing.
(3)	The parties agree that any disputes arising from this
AGREEMENT shall come under the exclusive jurisdiction of the courts
of competent jurisdiction over Verl, Germany. LICENSOR reserves its
right, however, to file suit against CUSTOMER with the court of
competent jurisdiction over Customer’s commercial domicile.
(4)	The agreement and all of it’s provisions shall be governed
by the law of Germany.



Beckhoff Automation GmbH
Eiserstraße 5
D-33415 Verl
Telefon +49 5246/963-0
Telefax +49 5246/963-149
http://www.beckhoff.com



(c) for the agreement text: Beckhoff Automation GmbH
(r) The name "Beckhoff" is a registered trademark
