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1. License Grant
   

   1.1	Provided that Customer complies with all of the terms and conditions of this Agreement, SAS hereby grants Customer a nonassignable, nontransferable and nonexclusive license to use the Software only with other SAS software (version 9.1.3) licensed to Customer by SAS pursuant to a separate license agreement.
   1.2	Customer may not use the Software in any outsourcing, facilities management or service bureau arrangement or any data or information technology management operation by or for third parties.
   1.3	Customer may terminate its license to use the Software by removing and destroying all copies of the Software. This license will also terminate if Customer fails to comply with any term or condition of this Agreement. Customer agrees upon any such termination to remove and destroy all copies of the Software. SAS will not be obligated to refund any fees to Customer in the event of any early termination.
   1.4	Customer has the right to make one (1) copy of the Software solely for backup purposes or place the Software on a single hard disk, provided Customer keeps the original Software only for backup purposes.

2. Intellectual Property Rights

   The Software is copyrighted. Title to the Software and all other rights remain with SAS or its licensors at all times. Source code from which the Software object code is derived ("Source Code") is a SAS trade secret. Customer may not reverse assemble, reverse engineer, or decompile the Software or otherwise attempt to recreate the Source Code, except to the extent applicable laws specifically prohibit such restriction. Customer agrees to abide by the copyright law and all other applicable laws of the United States and all other applicable jurisdictions including, but not limited to, export control laws. Customer may not distribute the Software to any third party in modified or unmodified form.

3. Government Use

   Use, duplication or disclosure of the Software and related documentation by the U.S. Government is subject to restrictions as set forth in FAR 52.227-19, Commercial Computer Software License (Dec.2007), excluding Paragraph (c) thereof, and this Agreement.

4. Export Restrictions

   In addition to the prohibitions set forth elsewhere in this Agreement, Customer may not access, download or otherwise export or reexport the Software or any underlying information or technology ("Controlled Material") except in full compliance with all laws and regulations of the United States of America and any other applicable laws and regulations. By accepting this Agreement, Customer affirms it is located in and is a lawfully admitted permanent resident of a country to which the United States permits SAS to send the Controlled Material. Customer further affirms it is a party to whom the United States allows SAS to provide the Controlled Material, and Customer is not on any United States Government list of parties to whom SAS may not license the Controlled Material, and Customer will not allow any such party to access the Controlled Material. The current list of parties to whom SAS may not license the Controlled Material includes but is not limited to parties who are involved in terrorism or who will use the Controlled Material for design, development, or production of nuclear, chemical, or biological weapons, or missiles.

5. Limited Warranty

   SAS warrants the media on which the Software is furnished to be free from defects in material and workmanship under normal use for a period of ninety (90) days from the date of delivery of the Software as indicated by Customer’s receipt. The exclusive remedy for breach of this warranty shall be replacement of the defective media by SAS. The entire Software package, including the defective media, should be returned to SAS at: SAS Publishing Customer Service, SAS Campus Drive, Cary, North Carolina 27513. SAS warrants it has the right to license the Software to Customer. The exclusive remedy for breach of this warranty is set forth in Section 7. SAS and its licensors disclaim all other warranties, express or implied, including, but not limited to, any implied warranties of merchantability and/or fitness for a particular purpose whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. SAS does not warrant, guarantee, or make any representations regarding the performance of the Software. Customer relies on the Software’s performance solely at Customer’s own risk.

6. Limitations of Liability
   

   6.1

   SAS and its licensors are not liable for (a) special, incidental, indirect, consequential, punitive, or reliance damages (arising in contract, tort, or otherwise), or (b) any claim against Customer by a third party, even if SAS or its licensors have been advised of the possibility of such damages. The maximum amount Customer may recover for any claim relating to matters covered by this Agreement or use of the Software is limited to the license fees received from Customer for the Software.

   6.2

   The limitations in this Section do not apply to SAS’ indemnification obligations set forth in Section 7. Some jurisdictions do not allow limitations of liability so certain of these limitations may not apply; however, they apply to the greatest extent permitted by law.

7. Indemnification
   

   7.1

   If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against Customer relating to the Software, Customer agrees to immediately notify SAS, allow SAS to control the litigation or settlement of such claim, and cooperate with SAS in the investigation, defense, and/or settlement thereof. SAS agrees to take control of the litigation and indemnify Customer by paying any settlement approved by SAS, or any judgment, costs, or attorneys' fees finally awarded against Customer for such claim. Customer may participate at Customer's own expense. This indemnification obligation does not apply to the extent the claim is based on a combination of SAS Software with other software or a Customer modification to the Software if such claim would not have been made but for the combination or modification.

   7.2

   If such a claim is made or, in SAS’ opinion, is likely to be made, SAS, at its option, may modify the Software, obtain rights for Customer to continue using the Software, or terminate the license for the Software product at issue and refund the license fee paid by Customer. Customer agrees to abide by SAS’ decision and, if appropriate, install a different version of the Software or stop using the Software.

8. Governing Law

   This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

9. Complete Agreement

   This Agreement and any invoices relating to the Software set forth the entire agreement between Customer and SAS related to the Software and supercede any purchase order, communications, and representations regarding the Software or any license included in the installation of the Software. If any provision of this Agreement shall be unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the enforceability of the remaining provisions. Any additions or modifications to this Agreement must be approved in writing signed by both parties.

   lg01.0257/23Jul08

   SAS and all other SAS Institute Inc. product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ® indicates USA registration. Other brand and product names are registered trademarks or trademarks of their respective companies.

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