PROPRIETARY SOFTWARE LICENSE AGREEMENT: IMPORTANT: READ CAREFULLY 
 
By installing, copying or using the Ansoft software products 
contained herein, you indicate your acceptance of and agree to 
be bound by the terms and conditions of this Proprietary Software 
License Agreement. These terms and conditions are a legal 
agreement between the Licensee (you) and Ansoft Corporation (Ansoft). 
 
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, 
COPY OR USE THE SOFTWARE. 
 
1. LICENSE.  Subject to the provisions contained herein, Ansoft  
(Licensor) grants to the Licensee a non-exclusive, nontransferable 
license to use the Licensed Products contained herein. Licensee 
is authorized to use the Licensed Products only for Licensees own 
use and only on properly designated CPUs located at properly 
designated Sites. The Licensed Products may be used concurrently 
by no more than the number of permitted concurrent users specified 
and at no Site other than the designated Site. Permitted users 
must be located at designated Site. A Site is defined as a 10-mile 
radius surrounding the properly designated CPU.  
 
ONLY ONE (1) VERSION OF LICENSED PRODUCTS MAY BE USED AT A TIME. 
NEW RELEASES OF THE LICENSED PRODUCTS PROVIDED UNDER MAINTENANCE 
CAN BE USED ONLY AS A REPLACEMENT FOR EXISTING LICENSED PRODUCTS. 
 
2. TERM.  This Agreement shall be effective upon the execution of 
this Agreement by the parties. 
This Agreement shall remain in force until terminated.  The 
Licensee may terminate this Agreement at any time by returning all 
copies of the Licensed Products and documentation to Licensor.  
Termination of this Agreement by Licensee shall not relieve Licensee 
of any obligations under this Agreement. Licensor may terminate this 
Agreement at any time if Licensee Breaches any of the terms and 
conditions of this Agreement.  If this Agreement is terminated for any 
reason, Licensee agrees to certify in writing, that full and partial 
copies of the Licensed Products and documentation have been returned 
to Licensor. 
 
3. PROTECTION AND SECURITY.  Notwithstanding any copyright notices, 
the Licensed Products contain trade secrets and confidential information 
of Licensor and its suppliers.  The Licensed Products and the related 
documentation may not be copied in whole or in part for any purpose 
except that one (1) copy may be made of the Licensed Products for 
archival purposes. Except as provided herein, the Licensee agrees 
not to duplicate or disclose or otherwise make the Licensed Products 
or documentation available to any third party without Licensors prior 
written consent.  The Licensee agrees not to reverse compile, reverse 
engineer or disassemble the Licensed Products. 
 
4.  MAINTENANCE AND SUPPORT.  Licensor agrees to provide (3) 
three months of Maintenance and Support for the Licensed Products 
without charge. This three-month term commences on the day the 
Licensed Product(s) are shipped from Licensor.  For the purposes 
of this Agreement, Maintenance shall consist of Licensor providing 
Licensee with such new releases of the Licensed Products as Licensor 
makes generally available to other licensees without additional charge.  
Licensor shall not be required to provide Licensee with new releases 
of the Licensed Products which provide new functionality and are 
distributed to Licensees only if an additional fee is paid.   
 
For the purposes of this Agreement Support shall consist of Licensor 
providing answers to a reasonable amount of telephone and facsimile 
questions from the Licensee Representative at any time upon notification 
to Licensor. The term reasonable amount is determined exclusively by 
Licensors application engineers and management.  Under no circumstances 
does Licensor provide consulting services.  Discussions with application 
engineers are not intended nor should be interpreted as such.  In no 
event will Licensor be liable for misinterpretation of Support discussions.  
To continue Maintenance and Support Services beyond the initial term, 
Licensee must pay a Maintenance and Support Fee. Licensor may discontinue 
the availability of Maintenance and Support for any Licensed Product at 
any time in its sole discretion. 
 
Licensees failure to properly install the Licensed Products on the 
Designated CPU, Licensees modification or attempted modification of 
the Licensed Products, Licensees preparation of a derivative work of 
the Licensed Products, or Licensees implementation of corrections, 
improvements, or revisions to the Licensed Products, without the 
written consent of Licensor, shall void any Maintenance and Support 
obligations of Licensor under this Agreement. 
  
5.  LIMITED WARRANTY.  Licensor warrants that each Licensed Product 
will conform substantially with the published documentation for such 
Licensed Product for (1) one year from the date of Licensees receipt 
of the Licensed Product. Licensor does not warrant that the Licensed 
Products will be free of all errors or operate without interruption. 
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, 
IMPLIED OR STATUTORY, AND LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER 
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Implied 
warranties that cannot lawfully be excluded are limited to the 
duration of the express warranty stated above. 
 
6. EXCLUSIVE REMEDY.  The entire liability of Licensor and its 
suppliers and the Licensees sole and exclusive remedy is limited 
to repair or replacement of any Licensed Product not meeting 
Licensors limited warranty or the refund of the purchase price 
of such Licensed Product at Licensors option, provided the Licensed 
Product is returned to Licensor headquarters with proof of purchase 
within the one (1) year warranty period.   
 
7. LIMITATION OF LIABILITY.  LICENSOR WILL NOT BE LIABLE FOR ANY 
LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL 
DAMAGES WHATSOEVER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.  LICENSORS ENTIRE LIABILITY UNDER 
OR RELATED TO THIS AGREEMENT IS LIMITED TO THE REMEDIES SPECIFIED 
BY THIS AGREEMENT.  LICENSORS LIABILITY FOR DAMAGES, REGARDLESS 
OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE FEES PAID FOR THE 
APPLICABLE SERVICES OR FOR THE LICENSE OF THE LICENSED PRODUCT 
THAT GAVE RISE TO THE CLAIM. 
 
8. FEES.  Excluding evaluation licenses, licensee agrees to pay the 
License Fees for the Licensed Products specified on the accompanying 
invoice.  The License Fees do not include taxes, shipping, or handling 
charges, all of which shall be paid by Licensee, except for taxes based 
on Licensors net income.  The Shipping Fee listed on the accompanying 
invoice covers all shipping costs for shipment of the Licensed Products. 
The method and carrier for shipment shall be selected by Licensor.  
All fees and charges under this Agreement shall be due and payable 
within thirty (30) days after the date of the invoice. Any and all 
payments made under the provisions of the agreement shall be payable 
in the currency as listed on the accompanying invoice. Licensor 
reserves the right to request such payments be made by wire transfer 
according to instructions for such transfer as specified by Licensor 
from time to time. 
 
9. INFRINGEMENT. If promptly notified in writing by Licensee of such 
action, Licensor agrees to defend or settle at its option, and hold 
Licensee harmless from, any action at law or in equity finally 
adjudicated against Licensee arising from a claim that Licensees 
use of the Licensed Products or documentation under this Agreement 
infringes any United States patent, copyright, or proprietary right; 
provided that Licensee shall give Licensor the right to control and 
direct the investigation, preparation, defense, and settlement of 
each such claim and Licensee shall fully cooperate with Licensor 
or its designee in connection with the foregoing; further provided, 
Licensor may, immediately upon notice of such an infringement claim, 
replace all or part of the Licensed Products to make it non 
infringing or Licensor may obtain the right for Licensee to use 
the allegedly infringing Licensed Products. 
 
10. EXPORT PROVISION.  Licensee acknowledges that the export of 
the Licensed Products are subject to Licensor receiving the 
necessary licenses or approvals for export from the United States, 
and Licensor shall not be liable for any delays including but 
not limited to required export authorizations which are beyond 
the reasonable control of Licensor. Licensee agrees that regardless 
of any disclosure made by Licensee to Licensor of an ultimate 
destination of the Licensed Products, Licensee will not re-export 
directly or indirectly any Licensed Products, without first 
obtaining a license from the United States Government, as required. 
Licensee shall provide Ansoft with any information, certifications 
or other documents which Licensor may require in connection with 
the export of the Licensed Products, or any portions or parts 
thereof, pursuant to the Export Administration Act of 1979, as 
amended, and the rules and regulations promulgated thereunder. 
 
Without limitation of the foregoing, Licensee agrees to not 
knowingly export or re-export any software, documentation or 
technical data furnished to Licensee under this Agreement, without 
first obtaining permission to do so from the United States 
Department of Commerce or other appropriate governmental agencies 
into any of those countries listed from time to time in part 370 
to Title 15 of the Code of Federal Regulation in designated 
prohibited Country Groups. 
 
Licensee agrees to obtain any and all necessary government approvals 
in its country relating to performance of this Agreement; assist 
in clearing the Licensed Products through customs; and pay any and 
all tariffs, taxes, import duties or excises imposed on the Licensed 
Products in connection with its use hereunder. 
 
11. SUCCESSORS AND ASSIGNS.  The Agreement shall be binding on and 
inure to the benefit of the parties, their successors, permitted 
assigns and legal representatives.  Licensee may not assign this 
Agreement without Licensors prior written consent, which consent 
shall not be unreasonably withheld. 
 
12. TITLE. This Agreement grants Licensee no title or rights of 
or to ownership in the Licensed Products or documentation or any 
corrections, improvements or revisions furnished under the 
Maintenance and Support provisions hereof.  THIS AGREEMENT DOES 
NOT INCLUDE THE RIGHT TO SUBLICENSE. 
 
13. FORCE MAJEURE.  Neither party nor its representatives shall 
be liable for delays or failures in performances resulting from 
acts beyond the reasonable control of such person and time for 
performance will be extended by a period equal to such delay.  
Such acts shall include, without limitation, acts of God, strikes, 
lockouts, riots, acts of war, epidemics, governmental regulations 
imposed after the fact, fire, power failures, earthquakes, 
or other disasters. 
  
14. OFFICIAL LANGUAGE. The Parties agree that the official 
language of this Agreement is English. Documents or notices 
not written in English shall have no effect under this Agreement. 
 
15. RELIEF. Licensee acknowledges that any violation of this 
Agreement by Licensee will cause irreparable injury to Licensor, 
and Licensor shall be entitled to injunctive relief. 
 
16. GENERAL. This Agreement merges all prior written and oral 
communications and defines the entire Agreement of the parties 
concerning the Licensed Products. All notices required under 
this Agreement or pertaining to modifications to this Agreement 
shall be in writing, including facsimile copies, however, 
excluding all variations of Electronic Mail, and shall be 
considered given upon personal delivery of the written notice 
or within five (5) days of mailing, postage prepaid and 
appropriately addressed. This Agreement shall be construed in 
accordance with laws of the United States, of the Commonwealth 
of Pennsylvania without regard to its conflicts of laws provisions.  
The failure by either party at any time to enforce its rights 
under this Agreement will not be construed as a waiver of such 
rights, nor will it in any way affect the validity of this 
Agreement.  No waiver by either party will be valid unless given 
in an appropriate writing signed by both parties.
