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<br /> LIMITED WARRANTY
<br /> CA warrants that it can grant the license described in this Agreement and the Order Form(s)and CA will defend or, at its option, s�ttle any
<br /> action at law against Licensee based upon a claim that Licensee's use of the Licensed Program in accordance with this Agreement infringes any
<br /> patent,copyright or other intellectual property right of any third party.CA also represents that the Licensed Pro�ram will operate according to the
<br /> specifications published by CA for the Licensed Program. If it is determined that the Licensed Program does not operate according to such
<br /> specifications, CA's only responsibility will be to use its best efforts, consistent with industry standards,to cure the defect.
<br /> Any warranties made by CA(other than that of noninfringement)will extend and be in effect only for the period that Licensee is entitled to use
<br /> the Licensed Program and for which Licensee shall have paid the Usage and Maintenance Fee,if applicable.With respect to hardware equipment
<br /> supplied by CA, CA will, upon request, assign to Licensee any warranties which may be made by the original manufacturer of such hardware
<br /> equipment.
<br /> In the event that Licensee makes any changes or modifications to the Licensed Program, Licensee agrees that such changes and
<br /> modifications shall be the property of CA,unless CA shall have given its prior written consent to the contrary.Furthermore,any such changes or
<br /> modifications made by Licensee to a Licensed Program will mean that the foregoing limited warranty of CA with respect to such Licensed
<br /> Program shall no longer apply,and CA shall have the right to charge Licensee for additional support services at CA's then prevailing service rate,
<br /> but CA shall have no obligation to provide such seroices.
<br /> WARRANTY AND LIABILITY LIMITATIONS
<br /> EXCEPT AS SET FORTH ABOVE, NO OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,
<br /> THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ARE MADE BY�CA AND CA MAKES
<br /> NO WARRANTIES WITH RESPECT TO ANY HARDWARE EQUIPMENT WHICH CA MAY SUPPLY TOGETHER WITH THE LICENSED
<br /> PROGRAM OR FOR THE IMPLEMENTATION THEREOF. IN NO EVENT WILL CA BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY
<br /> LOSS, INCLUDING TIME, MONEY, GOODWILL AND CONSEQUENTIAL DAMAGES,WHICH MAY ARISE FROM THE USE,OPERATION OR
<br /> MODIFICATION OF THE LICENSED PROGRAM.
<br /> DISASTER RECOVERY
<br /> In the event that Licensee certifies in writing to CA that it has a bona fide disaster recovery plan with respect to the computer software
<br /> programs used in its operations, Licensee may make one copy of the Licensed Program for archival purposes and use such archival copy on a
<br /> CPU other than the Designated CPU or at an installation site other than that identified on the Order Form,such other CPU or installation site to be
<br /> owned or controlled by Licensee.The use of such archival copy shall be limited(a)for the purpose of conducting limited testing of the disaster
<br /> recovery plan's procedures and effectiveness(which testing shall not exceed one week in any three month period)and(b)during any period
<br /> subsequent to the occurrence of an actual disaster during which the Licensee cannot operate the Licensed Program on the Designated CPU or at
<br /> the installation site identified on the Order Form.Licensee agrees to furnish such further documentation with respect to its disaster recovery plan
<br /> and procedures as CA may request from time to time.
<br /> ASSIGNMENT '
<br /> Licensee may not assign this Agreement,the use of any Licensed Program or its rights and obligations under this Agreement without the prior
<br /> written consent of CA.CA,however,may assign this Agreement to any third party,provided that such party assumes the obligations of CA under
<br /> this Agreement.CA may also assign its right to payment under this Agreement or grant a security interest in this Agreement or such payment
<br /> right to any third party without requiring that such third party be liable for the obligations of CA under this Agreement.
<br /> ESCROW OF SOURCE CODE
<br /> CA has deposited a copy of the source code of the Licensed Program with Mendelsohn,Kary,Bell&Natoli,666 Fifth Avenue,New York,N.Y.
<br /> 10103. Such source code will be updated with each new release of the Licensed Program which will also be deposited with the escrow agent.
<br /> Such copies of the source code will be held in escrow and in the event of a final adjudication of CA as bankrupt,Licensee will,upon payment of the
<br /> duplication cost and other handling charges of the escrow agent, be entitled to obtain a copy of such source code from the escrow agent.
<br /> Licensee will,however,only use such copy of the source code internally to support the Licensed Program.The escrow agenYs only responsibility
<br /> will be to use its good faith efforts to cause a copy of the source code,in the form as delivered by CA,to be delivered to Licensee at the appropriate
<br /> time.
<br /> TAXES AND DUTIES
<br /> The amounts set forth on any Order Form are exclusive of any tariffs,duties or taxes imposed or levied by any govemment or govemmental
<br /> agency including,without limitation,federal,state and local sales,use,value added and pe�sonal property taxes,and Licensee agrees to pay any
<br /> such tariffs,duties or taxes(other than franchise and income taxes for which CA is responsible)upon presentation of invoices by CA.Any claimed
<br /> exemption from such tariffs, duties or taxes must be supported by proper documentary evidence delivered to CA.
<br /> BREACH AND TERMINATION
<br /> If Licensee breaches any term of this Agreement or any Order Form or fails to pay when due any valid invoice rendered by CA, or if the
<br /> Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee,CA shall have the right to terminate
<br /> this Agreement immediately and, in addition to all other rights of CA, all amounts which would have become due and payable under this
<br /> Agreement and any Order Form will immediately become due and payable to CA.Any invoice which is unpaid by Licensee when due shall be
<br /> subject to an interest charge of 29�6 per month or part thereof plus such late payment charge as CA may reasonably require to cover its additional
<br /> costs of administration and collection.
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