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, permitted 
assigns and legal representatives.  Licensee may not assign 
this Agreement without Licensors prior written consent. 
 
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.
