Operator`s manual

Software License Agreement
E-1
Appendix E: Software License Agreement
1. General. Software is being licensed to the Customer pursuant to the following terms and conditions, which supplement any
purchase or lease agreement (the "Equipment Agreement") between Customer and Sensormatic Electronics Corporation ("SEC").
By accepting receipt of, or by using, such Software, the Customer agrees to be bound by the terms of this Software License
Agreement (the "License Agreement"). The term “Software” means all computer programs, instructions, data and databases, in any
form or on any media, supplied by SEC (or its suppliers) to Customer and all current and future versions, revisions, updates,
upgrades and new releases thereof. Except as otherwise provided in this License Agreement, the terms and conditions of the
Equipment Agreement apply to the Software, the related technical and user manuals ("Documentation") and the license provided
herein.
2. License. SEC licenses the Software and the Documentation to Customer, for the license fee(s) set forth (or included in the
product prices set forth) in the Equipment Agreement and subject to the terms and conditions of this License Agreement. The
license is non-exclusive and is limited by the terms of this License Agreement. Customer may not transfer the license except to a
party to whom the equipment is transferred and then only with the written consent of SEC. The Software and Documentation are
being licensed and not sold or leased to Customer. SEC or its suppliers who have authorized SEC to sublicense certain of the
Software and Documentation retain ownership of the Software and Documentation. The Software is being licensed for use only on
(i) a single computer (A) owned or leased by Customer and identified in the Equipment Agreement or (B) otherwise identified in the
Documentation as compatible with the Software, or (ii) a back-up machine if and so long as such computer becomes temporarily
inoperable.
3. Term. The term of the license is perpetual, except that it will terminate automatically if Customer sells or otherwise disposes of the
Software or its related equipment or Customer breaches any provision of this License Agreement or the Equipment Agreement. If
the license terminates, SEC will have the right to take possession of all copies of the Software and Documentation in the possession
of Customer or to require Customer to destroy all such copies and certify such destruction in writing to SEC.
4. Ownership. Customer agrees and acknowledges that (i) SEC (or its suppliers) is the sole owner of the Software and
Documentation (including all copies thereof, in whatever form or media, delivered to or made by Customer) and all patent, copyright
and other intellectual property rights with respect thereto and (ii) the Software and Documentation constitute valuable trade secrets,
confidential information and proprietary properties of SEC and its suppliers. Accordingly, Customer agrees that it will have no rights
in the Software or Documentation other than those granted under this License Agreement and agrees to abide by the restrictions on
its use of the Software and Documentation set forth in Section 5 of this License Agreement.
5. Use and Copies. Customer may use the Software and Documentation only in conjunction with the other equipment identified in
the Equipment Agreement, as part of the access control, closed circuit television or other security system being acquired from SEC
and for Customer's internal business purposes. SEC will furnish the Software to Customer solely in object code form.
Customer may make up to 2 copies of the Software solely for back-up and archival purposes. Customer will not remove or modify
the copyright and other proprietary notices and legends of SEC and its suppliers contained in the Software and Documentation and
will reproduce all such notices and legends on all copies of the Software made by Customer. Customer may not make copies of the
Documentation, but may obtain additional copies of the Documentation from SEC at its established rates. Except as permitted
above, copying of the Software and Documentation is forbidden.
Customer will not sell, assign, sublicense or transfer this license or sell or otherwise transfer the Software or Documentation (or any
portion thereof) to others. Customer will maintain the Software and Documentation in confidence and not disclose any data or other
information contained in the Software or Documentation to any party, except for Customer's employees and agents who require
access to the Software for the purposes of Customer's internal business and who use it in accordance with the terms of this License
Agreement. Customer will not use the Software for the provision of time-sharing services to others. Customer will not modify the
Software or decompile, disassemble or otherwise reverse engineer the Software and will not have the right to create derivative works
of the Software, including, without limitation, translated or localized versions of the Software. Customer will not export or re-export
the Software or the Documentation or any portion thereof without appropriate United States or foreign governmental licenses.
Customer will implement appropriate measures, such as the requirement that employees and others permitted access to the
Software enter into appropriate non-disclosure agreements, to satisfy its obligations hereunder and, generally, will treat the Software
and Documentation with the same degree of care and confidentiality which Customer provides for its own confidential information.
Customer acknowledges that it may be held legally responsible for any copyright infringement or trade secret violation that is caused,
in whole or in part, by its failure to abide by the terms of this License Agreement. Since unauthorized transfer, use or disclosure of
the Software and Documentation would diminish their value to SEC and its suppliers, who would have no adequate remedy at law if
Customer breaches its obligations under this License Agreement, SEC and its suppliers (who are direct and intended beneficiaries
of this License Agreement) will be entitled to injunctive relief, in addition to such other remedies and relief that would be available to
them in the event of such a breach.
6. Limited Warranty; Limitation of Liability. The provisions of the Equipment Agreement respecting maintenance and warranty will
not apply to the Software or the Documentation, unless specifically stated otherwise and agreed to in writing by both parties. SEC's
sole warranties with respect to the Software and Documentation are that (i) SEC has title to the Software and Documentation and/or
the right to grant Customer the license set forth in this License Agreement and (ii) the magnetic media on which the Software is
recorded is free from defects in materials and workmanship under normal use. SEC's sole obligation under this warranty will be to