SALES CONTRACT


Data General Self-Study Course LICENSE AGREEMENT

Data General Corporation, Route 9 Westborough, Massachusetts ("Licensor" or "DGC") hereby grants to the company, government agency or other institution listed below as the Customer ("Licensee") a non- exclusive license to use the materials, including manuals, tape cassettes, drawings and related materials comprising the self-study courses enumerated on the reverse side hereof on the following terms and conditions.

  1. License - The license granted hereunder authorizes LICENSEE on non- exclusive basis to use the Course to train its employees and the employees of its customers in the use and maintenance of the DGC equipment which is the subject of the Course. LICENSEE is not authorized to sub-license or copy the Course in whole or in part. This license is non-transferable.

  2. Title - The original and any copies of the Course shall remain at all time the property of LICENSOR.

  3. Fees - Fees for LICENSOR'S self-study Courses which may include video tapes, audio tapes, manuals, and other printed materials, will be stated in the DGC training price list in effect of the time LICENSOR accepts this order or as specified on an authorized DGC quotation in force at the time of acceptance by LICENSOR. "Fees are of all excise sales, use of like taxes and therefore, are subject to an increase equal in amount to any tax. LICENSOR may be required to collect or pay with regard to the license or delivery of any Course or Course materials."


  4. Delivery - Delivery will be made FOB point of origin. LICENSOR will not be liable for damages or delay in delivery or for failure to give notice of such delay when such delay is due to conditions beyond LICENSOR'S control.

  5. Terms - Terms are net cash on or prior to delivery. LICENSEE may apply for open account credit. If such credit is approved by LICENSOR, terms would be net 30 days from date of invoice.

  6. Protection of Licensed Materials - LICENSEE agrees not to provide or otherwise make available the Course or any portion thereof to any person except for study purposes as described above in paragraph 1 without LICENSOR'S written consent. LICENSEE agrees to take appropriate action by instruction agreement or otherwise with the LICENSEE'S employees and its customers' employees to satisfy LICENSEE'S obligations hereunder with respect to use, copying, modification and protection and security of the course.

  7. Terms and Termination - This license is effective from the date of receipt of the Course from LICENSOR. The license granted hereunder may be terminated by LICENSOR if LICENSEE fails to comply with any of the terms and conditions of this Agreement. Should LICENSOR so terminate this license, LICENSEE will return the Course and any copies thereof to LICENSOR within ten days after notification from LICENSOR and will certify in writing that it has done so.

  8. Warranty - LICENSOR warrants that the medium on which the Course is recorded will be free from defects in material and workmanship for a period of 3 months after shipment to LICENSEE. In the event that LICENSOR is notified of such defect within the warranty period, LICENSOR will replace the defective Course media upon its return to LICENSOR. LICENSEE agrees to obtain a return authorization number from LICENSOR prior to such return.

    EXCEPT FOR THIS EXPRESS WARRANTY, LICENSOR GRANTS NO WARRANTIES EITHER EXPRESS OR IMPLIED WITH REGARD TO ANY COURSE OR COURSE MATERIALS INCLUDING ALL IMPLIED WARRANTES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


    SUCH EXPRESS WARRANTY OBLIGATIONS IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE COURSE OR COURSE MATERIALS.


  9. Limitation of Liability - LICENSEE agrees that the express warranty obligation stated above is LICENSOR'S sole obligation and that LICENSOR has no obligation or liability for damages of any nature including lost profits or for any claim or demand against LICENSEE by any other part. LICENSEE AGREES THAT LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DMAMAGES.

  10. Customer Certification - Customer hereby certifies that it is the owner or lessee of the DGC equipment which is the subject of the course.

  11. General - The provisions of the license shall control over the terms of any present or future order or communication from LICENSEE. Acceptance by LICENSEE of any Course or Course materials from LICENSOR shall be conclusive evidence of LICENSEE'S agreement that the license for such course is governed solely by this Agreement. This Agreement supersedes all prior licenses, agreements or understanding between the parties relating to the subject matter and is intended by the parties as the complete and exclusive statement of the terms of this Agreement. This agreement shall be governed by the laws of the Commonwealth of Massachusetts.