UC50A01A10-01EN

2
nd
Edition: April, 2009
Yokogawa Electric Corporation
FAST/TOOLS Software Li cense Agreement

IMPORTANT - PLEASE READ THIS AGREEMENT CAREFULLY:
BY INSTALLING OR OTHERWISE USING THE ENCLOSED SOFTWARE PRODUCT, YOU AGREE TO BE BOUND
BY THE TERMS OF THIS FAST/TOOLS SOFTWARE LICENSE AGREEMENT ( AGREEMENT ). IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL NOR USE THE SOFTWARE PRODUCT AND
PROMPTLY RETURN IT TO THE PLACE OF PURCHASE FOR A REFUND, IF APPLICABLE. IF YOU ACCEPT
THESE TERMS AND CONDITIONS, PLEASE SEND US THE COMPLETED USER REGISTATION FORM.

1. Grant of Li cense
(1) Subject to the terms and conditions of this Agreement, Yokogawa Electric Corporation (Licensor) hereby grants to
you (Licensee) a non-exclusive and non-transferable right to use the enclosed FAST/TOOLS Software and
associated materials and documentation in printed or electronic format (Licensed Software).
(2) The License is subject to that the Licensed Software is used in the operating environment identified by the Licensor,
either (a) to the extent specified in the contract specification, or (b) if not specified, for a single user on a single
computer.
(3) Licensee may use the Licensed Software solely for its own internal data processing operations. Use of the Licensed
Software for any purpose other than those as expressly specified in the documentation provided by Licensor and any
result or damage therefrom shall be at Licensees own risk and responsibility.
(4) Licensee may make one identical copy of the Licensed Software (in this context, excluding any associated materials
and documentation) for backup purpose, which shall be maintained by Licensee with strict care. Such copy shall
bear Licensors proprietary notice as the original does. No other copies shall be made without Licensors prior written
consent.
(5) The Licensed Software may contain software which Licensor is licensed from third parties (Third Party Software).
Licensee agrees to use the Third Party Software in accordance with the terms and conditions as set forth by
licensors of such Third Party Software (Third Party Licensor), a copy of which shall be provided to Licensee
associated with the Licensed Software, and agrees to be bound thereby.
(6) Any and all technology, algorithms, know-how and process contained in the FAST/TOOLS Software are the property
or trade secret of Licensor or Third Party Licensor. Ownership of and all the rights in the FAST/TOOLS Software shall
be retained by Licensor or Third Party Licensor and none of the rights will be transferred to Licensee hereunder.
Licensee shall maintain the aforementioned Licensors and the Third Party Licensors property and trade secret in
strict confidence, not to disclose it to any party other than Licensees employees, officers and directors who have a
legitimate need to know to use the FAST/TOOLS Software and agreed in writing to abide by the obligations
hereunder.
(7) Licensee agrees to use any Third Party Software solely as Runtime-Restricted Use software which shall be used
solely as part of and with the integrated Licensed Software, and shall not make any further use of Third Party Software
for any other purposes or in any other manner.

2. Restri cti on
Licensee shall not : (a) remove any product identification, copyright notices, or other notices or proprietary restrictions
from the Licensed Software; (b) transfer, sell, assign, sublicense or otherwise convey the Licensed Software to another
party without Licensors written consent; (c) cause, permit or attempt the reverse engineering, disassembly,
decompilation, translation or adaptation of the Licensed Software. Any transfer of the Licensed Software is subject to
Licensors transfer policies and fees.

3. Copyri ght / Ownershi p
The Licensed Software is the proprietary product of Licensor and is protected by copyright and other intellectual property
laws and treaties. Licensee acquires only the right to use the Licensed Software and does not acquire any rights,
expressed or implied, in the Licensed Software or media containing the Licensed Software other than those specified in
this Agreement. Licensor shall at all times retain all rights, title interest, including intellectual property rights, in the
Licensed Software and media.


UC50A01A10-01EN
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Edition: April, 2009
4. Warranty / Li abili ty
(1) Licensor warrants that for ninety (90) days from the date of delivery of the Licensed Software to Licensee (Warranty
Period): (a) the enclosed media is free of defects in materials and workmanship under normal use and (b)
unmodified Licensed Software will substantially perform functions described in documentation provided by Licensor
when operated on the designated computer and operating system. Licensor does not warrant that the Licensed
Software will meet Licensees requirements, the Licensed Software will operate in combinations Licensee may select
for use, operation of the Licensed Software will be uninterrupted or error-free, or all Licensed Software errors will be
corrected. If Licensee reports an error in the Licensed Software within Warranty Period Licensor shall, at its option,
correct the error, provide Licensee with a reasonable procedure to circumvent the error, or, if Licensor finds neither of
them is available, upon return of the Licensed Software by Licensee, refund the license fees actually paid to Licensor.
Licensor will replace any defective media without charge to Licensee if such defective media is returned to Licensor
within Warranty Period. These warranties are exclusive and in lieu of all other warranties and conditions, whether
express or implied in law. Licensor hereby expressly disclaims any and all implied warranties of any kind whatsoever,
including without limitation warranty of merchantability, fitness for a particular purpose or non-infringement.
(2) IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER IN CONTRACT, TORT OR OTHERWISE AND
WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE,
FOR (A) CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSS OR EXEMPLARY DAMAGES, (B) LOSS OF
PROFITS, (C) LOSS OF REVENUE, (D) LOSS OF BUSINESS OR GOODWILL, (E) LOSS OF, DAMAGE TO OR
CORRUPTION OF DATA OR (F) LOSS OF AVAILABILITY. LICENSORS LIABILITY OTHERWISE FOR DIRECT
LOSS OR DAMAGE HEREUNDER SHALL IN NO EVENT EXCEED THE DEPRECIATED BALANCE OF THE
AMOUNT PAID BY LICENSEE FOR THE LICENSE OF THE CONCERNED LICENSED SOFTWARE.

5. Infringement
(1) Subject to paragraph 4 (2), Licensor shall hold Licensee harmless from costs reasonably incurred by Licensee in
connection with any suit or legal proceeding brought against Licensee by any third party insofar as such suit is based
on a claim that the Licensed Software constitutes an infringement of any J apanese patent, copyright or any other
intellectual property rights or the violation or pirating of a trade secret (herein collectively infringement), provided
that Licensee (i) has notified Licensor in writing of such suit not more than five (5) days after Licensee receives notice
thereof, (ii) allows Licensor to control the defense and settlement negotiations for any such claim and (iii) provides to
Licensor all information and assistance for the defense of same. If Licensee's attorney(s) is nominated and fully
controlled by Licensor, such attorneys cost shall be borne by Licensor.
(2) If infringement is found in such action or if in Licensors opinion the Licensed Software has become or is likely to
become the subject of a claim for infringement, Licensor shall have the option of (i) replacing the Licensed Software
with a product substantially equal in performance but non-infringing, (ii) modifying the Licensed Software so that it
becomes non-infringing, (iii) securing for Licensee the right to continue using the Licensed Software or (iv) refunding
the license fee of the Licensed Software as depreciated.
(3) Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on the use of a
combination of the Licensed Software with products not supplied by Licensor or of the Licensed Software modified by
any party other than Licensor, if such infringement could have been avoided but for such combination or modification.
(4) The foregoing states the entire liability of Licensor with respect to infringement of the Licensed Software.

6. Support / Upgrade
Any support or upgrade service for the Licensed Software shall be subject to a separate service contract to be made
between Licensee and Licensors designated service provider. If any update or enhancement to the Licensed Software
is acquired under such service contract, such update or enhancement shall be included in the Licensed Software hereof
and any use thereof shall be governed by this Agreement.

7. Termi nati on
(1) Licensor has the right to terminate this Agreement if Licensee has breached any of the terms thereof without refund.
(2) Upon termination of this Agreement, Licensee shall, upon request by Licensor, return all copies of the Licensed
Software in its possession to Licensor or its designee and erase all copies of the Licensed Software installed in any
computer under the license hereunder.



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Edition: April, 2009

8. General
(1) This Agreement shall be governed by the laws of J apan. All disputes which may arise in relation to this Agreement
shall be finally settled by arbitration in Tokyo, J apan in accordance with the Commercial Arbitration Rules of the J apan
Commercial Arbitration Association. The award rendered by the arbitrators shall be final and binding upon the parties
hereto. Notwithstanding the foregoing, as any breach of this Agreement will cause Licensor substantial and irreparable
harm for which recovery of monetary damages would be inadequate, therefore, in the event of any such breach or
threatened breach, in addition to other remedies which may be available, Licensor shall be entitled to seek specific
performance and other injunctive relief.
(2) This is the entire license between Licensor and Licensee relating to the Licensed Software and it supersedes any
prior representations, discussions, undertakings, communications or advertising relating to the Licensed Software.
(3) If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the
Agreement, which shall remain valid and enforceable according to its terms. The parties hereby agree to attempt to
substitute for such invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest
extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
(4) Licensee agrees that the Licensed Software will not be shipped, transferred or exported to any country or used in any
manner prohibited by any applicable export laws, restrictions or regulations.
(5) This Agreement may only be modified in writing signed by an authorized officer of Licensor.
(6) The failure of either party to require the performance by the other party of any provision hereof shall not constitute a
waiver of that provision or the required performance. The waiver by either party of any breach of any provision of this
Agreement shall not constitute a waiver as to any subsequent breach or continuation of the same breach.
(7) This Agreement including any rights, licenses or obligations under this Agreement, may not be assigned by Licensee
to any other person without the prior written consent of Licensor. In the event of any assignment of this Agreement, this
Agreement shall be binding upon and inure to the benefit of each of the parties and their respective legal successors and
permitted assigns.
(8) Upon prior written notice to Licensee, Licensor (or independent representative engaged by Licensor) shall have the
right to audit Licensees business practices to the extent reasonably necessary to audit Licensees compliance with
terms and conditions of this Agreement. Licensor shall pay the costs associated with such audit unless such audit
reveals a material breach by Licensee of the terms and conditions of this Agreement.