ROYALTY FREE PROTOCOL LICENSE AGREEMENT

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This is a legal agreement ("Agreement") between the individual or entity identified and signing below ("You" or "Licensee"), and Microsoft Corporation ("Microsoft") (each a "Party", and collectively the "Parties"). If You want a license from Microsoft to implement one or more Protocol(s) (as defined below), You must (1) complete the designated information in the box below, (2) check one or more boxes on Exhibit A, and (3) sign and return this Agreement AS IS to Microsoft at the address shown in Section 7.3. This is an offer to be accepted only on the terms set forth in this Agreement. If any other changes are made to this Agreement, the offer is revoked. This Agreement, completed and fully executed by You, will become effective on the date it is received by Microsoft pursuant to Section 7.3 below (the "Effective Date").

Recitals

Licensee desires a license from Microsoft, under any applicable intellectual property rights that Microsoft may have, to implement the Protocol(s) for which the applicable box(es) are checked on Exhibit A, and to use the corresponding Technical Documentation (as defined below) for that purpose. Licensee understands and acknowledges that licenses from other third parties may also be required to use that Technical Documentation or implement those Protocols.

1. Definitions

1.1 "Licensed Implementation(s)" means only those specific portion(s) of Your products that (a) are Server Software or a component of Server Software, (b) implement Licensed Protocol(s) solely to interoperate or communicate with Authorized Windows Clients, Authorized Windows Servers, and/or Compatible Software, and (c) are compliant with the relevant Technical Documentation. "Server Software" means software that is (i) designed and marketed as server software with the primary purpose of providing computing or data services concurrently to software programs running on multiple other computers, and (ii) running on a machine configured so that its primary purpose is to provide such services concurrently to multiple other computers. "Authorized Windows Client(s)" means the Microsoft Windows 95, Windows 98, Windows Millennium edition, Windows NT Workstation, Windows 2000 Professional, Windows XP Home, Windows XP Professional, and Windows Vista desktop operating systems for personal computers and successors to the foregoing. "Authorized Windows Server(s)" means the Windows NT Server 4.0, Windows 2000 Server Standard Edition, Windows Server 2003 Standard Edition, and Windows Server 2008 Standard Edition software products. "Compatible Software" means software that is capable of interoperating with Authorized Windows Clients or Authorized Windows Servers without breaking compatibility with any Authorized Windows Client or Authorized Windows Server.

1.2 "Licensed Product" means a product, branded with a trademark owned or controlled by You, that includes Licensed Implementation(s) either alone or with other components.

1.3 "Licensed Protocol(s)" means the Protocol(s) that You have chosen to license under this Agreement by checking the box(es) for those Protocols on Exhibit A.

1.4 "Necessary Claims" means claims of an unexpired patent or patent application that (a) are owned or controlled by Microsoft; and (b) are necessarily infringed by implementing the Technical Documentation (or, if the Technical Documentation contains expressly identified "required" and "optional" portions, by implementing the required portions of that Technical Documentation), wherein a claim is necessarily infringed only when it is not possible to avoid infringing it because there is no non-infringing alternative for implementing that Technical Documentation (or required portion thereof). "Necessary Claims" do not include any claims: (i) other than those set forth above even if contained in the same patent as Necessary Claims; (ii) that, if licensed, would require a payment of royalties or other fee(s) by a Party to unaffiliated third parties; (iii) to any underlying or enabling technologies that may be used or needed to make or use a system or product or portion thereof that implements the relevant Licensed Protocol; or (iv) to any implementation of other technical documentation, specifications or technologies that are merely referred to in the body of the Technical Documentation.

1.5 "Protocol(s)" means the version(s) of the software communications protocol(s) listed on Exhibit A.

1.6 "Technical Documentation" means the technical documentation for the Protocols.

2. Enhancements and Updates

Other than any updates that Microsoft may publish at the URL location(s) for the Protocol(s) listed in Exhibit A, no other Microsoft enhancements or updates to Protocols and/or Technical Documentation are licensed under this Agreement. In the event Microsoft elects to make other such Microsoft enhancements or updates available, such enhancements or updates will only be licensed by Microsoft under a separate written agreement.

3. Licenses

3.1 Copyright License. To the extent Microsoft has copyrights in the Technical Documentation for the Licensed Protocols, Microsoft hereby grants You a non-exclusive, royalty-free, non-sublicensable, personal, worldwide license to make a reasonable number of complete copies of that Technical Documentation solely for use in developing Licensed Implementation(s).

3.2 Patent License. To the extent Microsoft has Necessary Claims, Microsoft hereby grants You a nonexclusive, royalty-free, non-sublicenseable, personal, worldwide license under those Necessary Claims to use the Technical Documentation for the Licensed Protocols to:

(a) make, use, import, offer to sell, sell and distribute directly or indirectly to end users, object code versions of Licensed Implementations only as incorporated into Licensed Products and solely for the purpose of conforming with the Protocol as described in the corresponding Technical Documentation, and

(b) to distribute or otherwise disclose source code copies of the Licensed Implementation(s) licensed in Section 3.2(a) only if You (i) prominently display the following notice in all copies of such source code, and (ii) distribute or disclose the source code only under a license agreement that includes the following notice as a term of such license agreement and does not include any other terms that are inconsistent with, or would prohibit, the following notice:

"This source code may incorporate intellectual property owned by Microsoft Corporation. Our provision of this source code does not include any licenses or any other rights to you under any Microsoft intellectual property. If you would like a license from Microsoft (e.g. to rebrand, redistribute), you need to contact Microsoft directly (send mail to protocol@microsoft.com)."

3.3 License Clarifications. The licenses granted to You in this Agreement do not include any right to (i) modify the Technical Documentation or to extend or change any of the packet types or content types described in the Technical Documentation, or (ii) implement any Licensed Protocols or use any Necessary Claims in any software other than a Licensed Implementation or for any server to server or client to client communications other than as expressly provided in the definition of Licensed Implementation(s).

3.4 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Microsoft. No additional rights are granted by implication or estoppel or otherwise. By way of clarification, in order for a third party to distribute a Licensed Implementation as part of its third party branded products, such party must be authorized to do so by You and must also execute this license and comply with its terms.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence as of the Effective Date and continue unless and until terminated in accordance with the provisions of this Agreement.

4.2 Termination. (a) You may terminate this Agreement at any time upon written notice to Microsoft. Microsoft may terminate this Agreement (i) immediately upon written notice at any time, if You are in material breach of Section 3.2(b); or (ii) if You otherwise materially breach this Agreement and You fail to cure the breach within thirty (30) days after You receive notice of the breach from Microsoft. (b) Upon termination, Your licenses under this Agreement shall end and You shall cease all reference to and use of the Technical Documentation (including but not limited to all production and all distribution of Licensed Implementations and Licensed Products).

4.3 Survival. Sections 1, 3.4, 4.2, 5.2, 6, 7 and this Section 4.3 shall survive any termination of this Agreement. Licenses granted prior to the termination of this Agreement by You to End Users for Licensed Implementations in accordance with the terms of this Agreement shall survive any termination of this Agreement.

5. Representations and Disclaimers of Warranty

5.1 You represent and warrant that the person signing this Agreement on Your behalf has all necessary power and authority to do so, and that upon such signature this Agreement is a binding obligation on You.

5.2 DISCLAIMERS. THE TECHNICAL DOCUMENTATION, PROTOCOLS AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE AND/OR LICENSED BY MICROSOFT UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MICROSOFT DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO SUCH TECHNICAL DOCUMENTATION, PROTOCOLS AND INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

6. Limitation of Liability

MICROSOFT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

7. Miscellaneous

7.1 No Partnership, Joint Venture or Franchise. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise as defined in the Washington Franchise Investment Protection Act, RCW 19.100, as amended, or 16 CFR Section 436.2(a), or any similar laws in other jurisdictions.

7.2 Export Regulations. You acknowledge that the Technical Documentation and Protocol implementations may be subject to U.S. export jurisdiction and other applicable national or international laws. You agree to comply with all applicable international and national laws that apply to the Technical Documentation and Protocol implementations, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments, and privacy laws. See http://www.microsoft.com/exporting/.

7.3 Executed Agreements and Effectiveness; Notices. Only one Agreement per Licensee for particular Licensed Protocols shall be effective. To be effective, executed Agreement(s) must be sent by messenger, traceable express mail or prepaid certified mail, return receipt requested, addressed to Microsoft as follows:

      Microsoft Corporation
      One Microsoft Way
      Redmond, WA 98052-6399
      Attention: General Manager, Competition Law Compliance Team
      Copy to: Law & Corporate Affairs

Microsoft shall advise Licensee of the Effective Date by email notice to the email address on the first page of this Agreement. Except for the foregoing, all notices in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed either to Licensee as stated in the box on the first page of this Agreement or to Microsoft as stated above, or to such other address as a Party may designate pursuant to this notice provision.

7.4 Governing Law; Jurisdiction; Attorneys' Fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and You consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case You consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. You waive all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.

7.5 Assignment. You may only assign this Agreement, and any rights or obligations hereunder, whether by operation of contract, law or otherwise, if the assignee first agrees in writing to all the terms and conditions of this Agreement and You first provide written notice of such assignment to Microsoft (and, if requested by Microsoft, You thereafter promptly provide Microsoft a copy of that written agreement with the assignee); any attempted assignment by You in violation of this Section shall be void.

7.6 Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable (other than Section 3.2(b)), such provision and the rest of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the Agreement will continue in full force and effect. In the event that a court of competent jurisdiction finds that Section 3.2(b) is unenforceable, this entire Agreement and any licenses granted hereunder shall be rendered null and void. Failure by a Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

7.7 Trademark/Logo Usage. Nothing herein grants You any right to use or display any Microsoft trademark or logo in connection with a Licensed Implementation or Licensed Product.

7.8 No Requirement to Implement. Nothing in this Agreement shall be construed as requiring You to use or implement Licensed Protocol(s), or limit the Parties from competing in any way without infringing each others’ intellectual property, including engaging in activities, independently or with others, that may be deemed competitive with Licensed Protocol(s).

7.9 Identification of Licensees. The fact that You have licensed Protocol(s) under this Agreement is not confidential. Either Party may make public announcements regarding Your execution of this Agreement. Microsoft, at its option, may list You as a licensee on a website or in other public communications.

7.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of You and Microsoft by their respective duly authorized representatives.

By signing below You agree to the foregoing and represent that You have not modified this Agreement in any way.

EXHIBIT A: TECHNICAL DOCUMENTATION

The Licensed Technical Documentation for Licensed Protocol(s) that Licensee has chosen to license for implementation under this Agreement are indicated by check(s) in the box(es) on the left.

Implementation of these Protocols and, to the extent Microsoft is not the owner or sole owner of the Technical Documentation for these Protocols, use of this Technical Documentation may require securing additional rights from third parties. Licensee is responsible for contacting such third parties directly to discuss licensing details.