******************************************************************************** APPLE COMPUTER, INC. SOURCE CODE LICENSE AGREEMENT Licensee desires to obtain a license from Apple Computer, Inc. ("Apple") to reproduce, use, modify and compile the human readable version of certain Apple computer programs solely to create computer programs to simulate performance of the foundation IEEE P802.11 wireless local area network and to publish the results obtained using such software. Apple and Licensee agree that the following terms and conditions shall govern Apple's license of the programs to Licensee. 1. Definitions: A. "Apple Programs" means the source and/or object code versions of the computer programs described in attached Exhibit A. Apple may, in its sole discretion, provide Licensee with updated, enhanced or revised versions of the Apple Programs from time to time. Such revised versions shall also be "Apple Programs." B. "Object Code" means machine readable code resulting from the compilation of Source Code, or any program derivative from the Source Code, whether alone or in combination with a Licensee Program. C. "Source Code" means human readable versions of the Apple Programs. D. "Permitted Uses" means the uses set forth in Paragraph 3. E. "Licensee Program" means computer programs created by Licensee which simulate performance of the foundation IEEE P802.11 wireless local area network. 2. License: A. Subject to the terms and conditions of this Agreement, Apple hereby grants to Licensee a nonexclusive, nontransferable, revocable license to use, reproduce, modify and compile the Source Code only for the Permitted Uses. Licensee shall not use, modify or compile the Source Code for any other purpose whatsoever. B. Licensee agrees that this license does not grant any title or other right of ownership to the Apple Programs, or title, license or other right of ownership to any Apple trademark. Further, Licensee acknowledges that the Apple Programs and the Apple trademarks are proprietary to Apple and its suppliers. 3. Permitted Uses: Licensee will use Source Code only for internal development of Licensee Programs. Licensee will not use the Source Code in any other way, and will not, directly or indirectly, sell, license, distribute, dispose of, disclose or otherwise transfer the Source Code, in whole or in part, in any medium, to any person or entity unless expressly authorized to do so by Apple in writing. Licensee may publish the results of any simulations obtained by operating the Licensee Program. Licensee may use the Licensee Programs solely for the purposes of simulating the performance of the foundation IEEE P802.11 wireless local area network. 4. Labeling: A. As an express condition of this Agreement, Licensee shall not remove any copyright notices or proprietary or other legends or notices contained on or within the Apple Programs, and Licensee shall include the copyright notice, "©1993 - 1994 Apple Computer, Inc." conspicuously in the manuals and on each copy of the Apple Program or portion thereof, and on each copy of Licensee Programs containing any part of the Apple Programs. B. All copies of the Licensee Programs containing any part of Apple Programs will also be conspicuously marked with the legend: "Confidential and Proprietary to Apple Computer, Inc." C. During the term of this Agreement, Apple may request revisions and/or additions to the notices and legends, including the copyright notice and proprietary rights legend. Licensee shall incorporate such revisions and/or additions to the notices on all copies made ten (10) days or more following Apple's request. D. Licensee shall not use the name "Apple Computer, Inc.," the trademark "Apple", or any other tradename, trademark, service mark, logo or other commercial designation of Apple in any way, whatsoever. 5. Modification: Licensee may modify, adapt, improve and make derivatives from, the Source Code, provided that the results are used solely to simulate performance of the foundation IEEE P802.11 wireless local area network. Promptly following their creation, Licensee agrees to disclose any such modifications, adaptations, improvements and derivations to Apple and to provide Apple with a copy of such modified, adapted or improved Source Code, or derivative work. Further, Licensee hereby assigns and agrees to assign to Apple all right, title and interest to such modified, adapted or improved Source Code, or derivative work, and will cooperate with Apple in registering, recording, preserving and protecting Apple's rights therein, including but not limited to executing any documents necessary or desirable to do so. Any such modified, adapted, or improved Source Code, or derivative work, will be deemed Source Code and continue to be subject to the terms and conditions of this Agreement. 6. Confidentiality: Licensee acknowledges that the Apple Programs provided hereunder contain proprietary information and agrees not to disclose, distribute or disseminate such information except pursuant to the terms of this Paragraph 6. Licensee will not disclose the Apple Programs or related information to anyone other than an employee of Licensee who needs such programs and/or information to further the Permitted Uses and who is bound by an enforceable written agreement to protect their confidentiality. Licensee will not use the Apple Programs or related information for the benefit of any other party. The confidentiality and secrecy provisions of this Agreement will continue in effect between the parties whether or not this Agreement has expired or terminated or Licensee has returned the Apple Programs to Apple. Licensee acknowledges that breach of this section would cause irreparable damage to Apple, the extent of which would be difficult to ascertain. Accordingly, Licensee agrees that Apple has the right to obtain an immediate injunction to halt any breach of this section. Licensee acknowledges that Apple will have no obligation not to use or disclose any information Apple may receive from Licensee. 7. Representations: Licensee represents, and warrants that it is free to enter into this Agreement and it is not a party to nor will it enter any Agreement inconsistent or in conflict with any term or terms of this Agreement. 8. Effective Date: Term: The effective date of this Agreement is the date on which it is executed by an authorized officer of Apple and detailed specifications approved in writing by Apple describing the Apple Programs have been attached to it. This license will continue for one (1) year from the effective date of this Agreement. The foregoing does not affect Apple's right to terminate this Agreement pursuant to Paragraph 15. 9. Support: Apple has no obligation to provide technical support or updates to Licensee. 10. Delivery to Apple: At Apple's request Licensee will promptly deliver to Apple for testing and inspection a copy of any Source Code, Object Code, Licensee Programs containing any portion of the Object Code, and related work in progress. 11. Expenses: Licensee is solely responsible for all expenses incurred in exercising its rights and complying with the terms and conditions of this Agreement. 12. Disclaimers of Warranty: Apple licenses the Apple Programs to Licensee hereunder solely on an "As Is" basis. APPLE MAKES NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE APPLE PROGRAMS, INCLUDING WARRANTIES WITH RESPECT TO THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. 13. Limitation of Liability: Except for indemnification for infringement as and only to the extent provided in Paragraph 14.A. of this Agreement, in no event will Apple be liable for incidental, indirect, special or consequential damages resulting from the use, sale or distribution of the Apple Programs and/or Licensee Programs, whether under a theory of contract, warranty, tort, products liability or otherwise. 14. Indemnification: A. Licensee shall promptly notify Apple of any claim that any part of the Apple Programs infringes a patent, copyright, trade secret or any other right of a third party, and will fully cooperate with Apple in any defense to such claim. Apple will defend Licensee to the extent that the unmodified Apple Programs give rise to the claim, provided that Licensee promptly notifies Apple in writing of the claim or of any threatened or actual suit, and Licensee does not settle or compromise any such claim without Apple's prior written approval. In no event, however, will Apple's total liability to Licensee for, among other things, damages, costs and attorneys' fees, exceed $500. B. Notwithstanding Paragraph 14.A., Apple has no obligation to defend Licensee or to pay costs, damages, attorneys' fees or other amounts for any claim based upon the operation, use or distribution of the Apple Programs or Licensee Programs, or any modifications to the Apple Programs or combination of them with other programs. C. Subject to Paragraph 14.A. Licensee shall indemnify and hold Apple harmless from any and all damages, liabilities, costs and expenses (including but not limited to attorneys' fees and costs of suit) incurred by Apple as a result of any claim, proceeding, and/or judgment to the extent it arises out of or is connected in any manner with the operation, use, distribution or modification of a Licensee Program, or the combination of a Licensee Program with other programs; provided that Apple notifies Licensee of any such claim or proceeding in writing, tenders to Licensee the opportunity to defend or settle such claim or proceeding at Licensee's expense, and cooperates with Licensee in defending or settling such claim or proceeding. 15. Breach and Termination: If any breach of this Agreement by Licensee continues after thirty (30) days from the date of first written notice of such breach by Apple, Apple may terminate this Agreement immediately by second written notice to Licensee. However, upon any beach by Licensee relating to Paragraph 6 of this Agreement, Apple may terminate this Agreement immediately upon first written notice, and Apple shall be entitled to obtain an immediate injunction to prevent further breach of Paragraph 6. The rights of Apple under this clause are in addition to any other rights and remedies provided by law or under this Agreement. 16. Return of Apple Programs: Upon expiration or termination of this Agreement, Licensee shall promptly return to Apple all originals and copies of the Apple Programs, including among other things any modifications, adaptations, improvements or derivative works made by or on behalf of Licensee. Licensee will immediately stop any further use, of the Apple Programs, whether alone or as part of Licensee Programs. Within ten (10) days of such expiration or termination of this Agreement an authorized officer of Licensee will certify in writing to Apple (i) that the original and all copies, partial copies, modifications, adaptations and improvements of, and derivative works from any Source Code that are in Licensee's possession or control have been returned to Apple, and (ii) the original and all copies and partial copies of, and Licensee Programs containing any portion of the Object Code that are in Licensee's possession or control have been destroyed. 17. Notices: Any notice required under this Agreement will be given by first class mail, postage prepaid with return receipt requested, and will be deemed given five (5) days after sending to the addresses for the respective parties set forth herein, as they may be changed by written notice from time to time. 18. Other Agreements: This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof. Any amendment of any provision of this Agreement will be effective only if in writing and signed by both the parties. 19. Assignment: This Agreement may not be assigned by Licensee, nor may the rights granted hereunder be transferred by Licensee without the prior written consent of a duly authorized representative of Apple. Apple may assign this Agreement, in whole or in part. 20. Disclaimer of Agency: This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between the parties, and Licensee will not represent to the contrary, whether expressly, impliedly, by appearance or otherwise. 21. Waiver: Any delay by Apple hereunder and/or any failure by Apple to exercise any right hereunder will not be effective as a waiver unless expressly made in writing, signed by Apple. Any express waiver by Apple of any right hereunder shall not be deemed to be a waiver of any other or subsequent right. 22. Survival of Terms: The terms and conditions of the Paragraphs 4, 6, 7, 12, 13, 14, and 16 will survive any termination or expiration of this License Agreement. 23. Governing Law: This Agreement will be governed by the laws of the State of California. LICENSEE:_____________________________ APPLE COMPUTER, INC. ______________________________________ ______________________________________ (SIGNATURE) (DATE) (SIGNATURE) (DATE) ______________________________________ ______________________________________ (PRINTED NAME) (PRINTED NAME) ______________________________________ ______________________________________ (TITLE) (TITLE) ______________________________________ One Infinite Loop (ADDRESS) ______________________________________ Cupertino, CA 95014 (CITY, STATE, ZIP CODE) ______________________________________ ______________________________________ (CONTACT) (CONTACT) ______________________________________ ______________________________________ (TELEPHONE) (TELEPHONE) (WITH A COPY TO : LEGAL COUNSEL ONE INFINITE LOOP, M/S 38-I CUPERTINO, CA 95014) ******************************************************************************** EXHIBIT A A. RFMACSIM Wireless LAN Simulation Program. ********************************************************************************