License
=======

Intel Networking Components Software License Agreement       

      IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
      BY DOWNLOADING OR COPYING THIS SOFTWARE, YOU ("LICENSEE") ARE AGREEING TO 
      BE BOUND BY THE TERMS OF THIS AGREEMENT. DO NOT DOWNLOAD, INSTALL OR USE 
      THIS SOFTWARE UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING 
      TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, 
      DO NOT DOWNLOAD, INSTALL OR USE THIS SOFTWARE.


INTEL CORPORATION ("Intel")
2111 N.E. 25th Avenue
Hillsboro, OR 97124

      1
      DEFINITIONS

      1.1
      "Object Code" means the executable or binary version of the Licensed 
      Program identified below, as provided to Licensee, and as modified by 
      Licensee for use with Licensee Product.

      1.2
      "Intel Product" means any Intel component or adapter card which Licensor 
      purchases from Intel.

      1.3
      "Licensed Program(s)" means the software program(s) in executable, or 
      Object Code as set forth in Exhibit A. 

      1.4
      "Licensee Product" shall mean any Licensee network interconnect products 
      which is integrated or packaged with an Intel product.

      2
      LICENSE GRANT AND RESTRICTIONS

      2.1
      Intel license grants are set forth in Exhibit A. Distribution rights for 
      the Licensed Program granted in Exhibit A, if any, are conditioned upon 
      Licensee's distribution and license to its end-user customers pursuant to 
      a written license agreement. Such license agreement may be a 
      "break-the-seal" license agreement. At a minimum such license shall be for 
      Object Code only and no less stringent than the terms of this license.

      2.2
      No rights or licenses are granted by Intel to Licensee, expressly or by 
      implication, with respect to any proprietary information or patent, 
      copyright, mask work, trademark, trade secret, or other intellectual 
      property right owned or controlled by Intel, except as expressly provided 
      in this Agreement

      3
      PROPRIETARY RIGHTS

      The Licensed Program and all copies are and shall remain the property of 
      Intel. If the applicable License Grant in Exhibit A provides for the 
      creation of modifications or provides for the creation of modifications or 
      derivative works, they shall be the property of Licensee subject to any 
      rights Intel may have in the Licensed Programs. Licensee understands and 
      agrees that except as expressly granted in Exhibit A, Licensee does not 
      have the right to distribute the Licensed Program as a stand-alone 
      product, nor to grant a license to any other parties to distribute the 
      Licensed Program under this Agreement. Intel retains all intellectual 
      property rights including, without limitation, the right to use, copy, 
      modify, sublicense, and distribute, the Licensed Program.

      4
      LIMITED WARRANTY

      INTEL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO LICENSED PROGRAM. THE 
      LICENSED PROGRAM IS LICENSED "AS IS", AND INTEL IS NOT OBLIGATED TO 
      PROVIDE ANY SUPPORT OR ASSISTANCE UNDER THIS AGREEMENT. NO INSTALLATION, 
      TRAINING OR OTHER SERVICES WILL BE PROVIDED BY INTEL UNDER THIS AGREEMENT. 
      INTEL IS NOT OBLIGATED TO PROVIDE ANY UPDATES, ENHANCEMENTS OR EXTENSIONS, 
      ALTHOUGH INTEL MAY, AT ITS DISCRETION, PROVIDE UPDATES CREATED IN THE 
      NORMAL COURSE OF BUSINESS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND 
      FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR 
      IMPLIED ARE EXCLUDED, AND WILL NOT APPLY TO THE LICENSED PROGRAM IN ANY 
      FORM.

      Specifically, Intel will not have any liability to Licensee, or any third 
      party for:

      a) any defects in the Licensed Program furnished hereunder; or

      b) inability of Licensee to develop or modify the Licensed Program to 
      conform to any given performance level or specification; or 

      c) any claim of Licensee or any third party with respect to Licensed 
      Program arising out of the use or distribution of Licensed Program.

      INTEL DOES NOT MAKE ANY WARRANTIES OF ANY KIND THAT THE LICENSED PROGRAM 
      DOES NOT OR WILL NOT INFRINGE ANY COPYRIGHT, MASK WORK, PATENT, TRADE 
      SECRET, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD 
      PARTY IN ANY COUNTRY. 

      5
      LIMITATION OF LIABILITY

      NEITHER INTEL NOR ITS VENDORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, 
      INCIDENTAL, SPECULATIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING 
      BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, OR 
      INTERRUPTION OF BUSINESS, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN 
      IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      6
      INDEMNIFICATION

      Licensee shall indemnify Intel and hold Intel harmless from and against 
      any and all actions, claims, defenses, damages, expenses (including 
      attorneys' fees) and liabilities arising from Licensee's use, 
      modification, sublicensing or other disposition of the Licensed Program, 
      including suits or claims brought against Intel by any third parties for 
      Licensee's breach of any Licensee warranty to the third party or for 
      Licensee's negligence to the third party. Licensee's duties under this 
      Section 6 extend to any matters arising out of the alleged infringement by 
      the Licensed Program as modified by Licensee, of any copyright, mask work, 
      patent, trade secret, trademark, or other intellectual property right.

      7
      CONFIDENTIALITY

      Licensee agrees to receive and hold the Object Code in confidence for a 
      period of ten (10) years after receipt. Licensee agrees to exercise the 
      same degree of care in preventing the disclosure of such Object Code as 
      Licensee uses to protect its own proprietary information. As a minimum 
      protection, Licensee shall limit the disclosure of the Object Code to 
      employees having a need to know such information, and shall not disclose 
      the Object Code to any third party individual, corporation, independent 
      contractor, consultant or other entity without the prior written consent 
      of Intel. This obligation will not apply to any Object Code which is:

      a) published or otherwise available to the public other than by breach of 
      this License Agreement by Licensee or 

      b) rightfully received by Licensee from a third party without confidential 
      limitations; or

      c) independently developed by Licensee by employees having no access to 
      the Object Code; or

      d) known to Licensee prior to its first receipt of same from Intel; or

      e) hereinafter disclosed by Intel to a third party without restriction on 
      disclosure.

      8
      TERM AND TERMINATION

      8.1
      The term of this Agreement shall commence on the Effective Date, and shall 
      continue until Licensee ceases to utilize the Licensed Programs or this 
      Agreement is terminated pursuant to Sections 8.2 or 8.3. 

      8.2
      Licensee may terminate this Agreement and the licenses granted herein at 
      any time upon written notice to Intel.

      8.3
      Intel reserves the right to have audits conducted to verify compliance 
      with this Agreement. In the event that Intel, in its sole discretion, 
      determines that the Licensed Program is not being used by Licensee 
      exclusively for the purposes set forth above, or if Licensee is in breach 
      of any of the terms and conditions of this Agreement, Intel has the right 
      to immediately terminate this License Agreement. In such event, Licensee 
      agrees to immediately discontinue use and distribution of Object Code.

      8.4
      Upon termination of this Agreement for any reason, the sections of this 
      Agreement entitled Indemnification, Limitation of Liability, and 
      Confidentiality shall remain in effect.

      9
      U.S. GOVERNMENT RESTRICTED RIGHTS

      All copies of the Object Code distributed directly or indirectly to the 
      U.S. government are governed by and must be marked with the following 
      legend:

      "The enclosed software products and documentation were developed at 
      private expense, and are provided with "RESTRICTED RIGHTS." Use, 
      duplication or disclosure by the government is subject to restrictions as 
      set forth in FAR 52.227-14 and DFARS 252.227-7013 et. seq. or its 
      successor. The use of this product by the government constitutes 
      acknowledgment of Intel's proprietary rights in the product."

      10
      NOTICES

      Notice to Intel shall be addressed to 

      Intel Corporation 2111 N.E. 25th Avenue Hillsboro, OR 97124 Attn.: General 
      Counsel

      11
      EXPORT CONTROL

      Licensee agrees and certifies that the Licensed Program will not be 
      shipped either directly, or indirectly to country groups Q, S, W, Y, Z, 
      Afghanistan, The People's Republic of China, or Iraq without a validated 
      export license from the U.S. Department of Commerce.

      12
      RELATIONSHIP OF THE PARTIES

      Neither party hereto will be deemed the agent or legal representative of 
      the other for any purpose whatsoever and each party will act as an 
      independent contractor with regard to the other in its performance under 
      this Agreement. Nothing herein will authorize either party to create any 
      obligation or responsibility whatsoever, express or implied, on behalf of 
      the other or to bind the other in any manner, or to make any 
      representation, commitment or warranty on behalf of the other.

      13
      GENERAL

      13.1
      Any claim arising under or relating to this Agreement shall be governed by 
      the internal substantive laws of the State of Delaware or federal courts 
      located in Delaware without regard to principles of conflict of laws. Each 
      party hereby agrees to jurisdiction and venue in the courts of the State 
      of Delaware for all disputes and litigation arising under or relating to 
      this Agreement. This provision is meant to comply with 6 Del. C . Section 
      2708(a).

      13.2
      The rights and remedies provided in this Agreement are in addition to any 
      other rights and remedies provided at law or in equity.

      13.3
      This Agreement, including its attachments and Exhibits, constitutes the 
      entire agreement between the parties.

EXHIBIT A

"Licensed Program" shall include the following files from the Intel Linux LAN 
Adapters PROCfg Application release:

./procfg.tar.gz:
procfg

./procfgd.tar.gz:
procfgd

./procfg_install.tar.gz:
ADDUSER
INSTALL
ldistrib.txt
procfg.1
README


      LICENSE GRANT:
      OBJECT CODE REPRODUCTION AND DISTRIBUTION RIGHTS
      Intel grants to Licensee only, and not to any subsidiary, affiliate, or 
      independent contractor of Licensee, a non-exclusive, non-transferable, 
      royalty-free license under Intel copyrights to the Object Code to 
      reproduce and distribute the Object Code only as an integral part of or 
      incorporated in Licensee Product or as a standalone Object Code 
      maintenance update for existing end users of Licensee Products, excluding 
      any other standalone products. Licensee shall not reverse engineer, 
      decompile, or disassemble the Object Code portion of the Licensed Program.



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