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End-User Software License Agreement for MODELLER

   1. Andrej Sali (``LICENSOR'') grants to (``LICENSEE'') a fully-paid, non-exclusive, and non-transferable license to use the ``MODELLER'' computer software program and associated documentation furnished hereunder (hereinafter called the ``PROGRAM''), upon the terms and conditions hereinafter set out and until termination of this license as set forth below.

   2. LICENSEE understands that this Agreement is license for use of, not sale of, the PROGRAM. Consequently, no Purchase Orders can be accepted by LICENSOR.

   3. LICENSEE acknowledges that the PROGRAM is a research tool still in the development stage, that is being supplied ``as is'', without any accompanying services or improvements from LICENSOR and that this license is entered into in order to enable others to utilize the PROGRAM in their scholarly activities.

   4. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. By way of example, but not limitation, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE PROGRAM WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. LICENSOR shall have no liability nor be liable for an direct, indirect or consequential damages with respect to any claim by LICENSEE or any third party on account of or arising from this Agreement or use of the PROGRAM.

   5. LICENSEE agrees that it will use the PROGRAM, and any modifications, improvements, or derivatives to PROGRAM that LICENSEE may create (collectively, ``IMPROVEMENTS'') solely for internal, non-commercial purposes and shall not distribute or transfer the PROGRAM OR IMPROVEMENTS to any person without prior written permission from LICENSOR. The term ``non-commercial'', as used in this Agreement, means academic or other scholarly research which (a) is not undertaken for profit, or (b) is not intended to produce works, services, or data for commercial use, or (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the PROGRAM.

   6. LICENSEE agrees to notify LICENSOR of any IMPROVEMENTS made to the PROGRAM, as described in Section 5, above, and hereby (a) agrees to supply LICENSOR with a copy of same, and (b) grants LICENSOR a worldwide, perpetual license, with the right to sublicense (at any tier), such IMPROVEMENTS without any royalty or other obligation to LICENSEE.

   7. Ownership of all rights, including copyright in the PROGRAM and in any material associated therewith, shall at all times remain with LICENSOR and LICENSEE agrees to preserve same. LICENSEE agrees not to use any portion of the PROGRAM in any machine-readable form outside the PROGRAM, nor to make any copies except for its internal use, without prior written consent of LICENSOR. LICENSEE agrees to place the appropriate copyright notice on any such copies.

   8. This Agreement shall be construed, interpreted and applied in accordance with the Commonwealth of Massachusetts and any legal action arising out of this Agreement or use of the PROGRAM shall be filed in a court in the Commonwealth of Massachusetts.

   9. This license shall be for a term of 5 years except that upon any breach of this Agreement by LICENSEE, LICENSOR shall have the right to terminate this license immediately upon notice to LICENSEE.