SOURCE CODE AGREEMENT

Version 1.2D

PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Source Code, you accept this Agreement in its entirety and agree to only use the Source Code in accordance with the following terms and conditions. If you do not wish to be bound by these terms and conditions, do not access or use the Source Code.

1. YOUR REPRESENTATIONS

   1. You represent and warrant that:
      1. If you are an entity, or an individual other than the person accepting this Agreement, the person accepting this Agreement on your behalf is your legally authorized representative, duly authorized to accept agreements of this type on your behalf and obligate you to comply with its provisions;
      2. You have read and fully understand this Agreement in its entirety;
      3. Your Build Materials are either original or do not include any Software obtained under a license that conflicts with the obligations contained in this Agreement;
      4. To the best of your knowledge, your Build Materials do not infringe or misappropriate the rights of any person or entity; and,
      5. You will regularly monitor the Website for any notices.

2. DEFINITIONS AND INTERPRETATION

   1. For purposes of this Agreement, certain terms have been defined below and elsewhere in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word.

      1. "Additional Code" means Software in source code form which does not contain any

         1. of the Source Code, or
         2. derivative work (such term having the same meaning in this Agreement as under U.S. Copyright Law) of the Source Code.

      2. "AT&T Patent Claims" means those claims of patents (i) owned by AT&T and (ii) licensable without restriction or obligation, which, absent a license, are necessarily and unavoidably infringed by the use of the functionality of the Source Code.

      3. "Build Materials" means, with reference to a Derived Product, the Patch and Additional Code, if any, used in the preparation of such Derived Product, together with written instructions that describe, in reasonable detail, such preparation.

      4. "Capsule" means a computer file containing the exact same contents as the computer file having the name graphviz*.* or gviz*.*, which will be downloaded after accepting, or was opened to access, this Agreement.

      5. "Derived Product" means a Software Product which is a derivative work of the Source Code.

      6. "IPR" means all rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright and trade secret laws, but not trademark rights.

      7. "Patch" means Software for changing all or any portion of the Source Code.

      8. "Proprietary Notice" means the following statement:

         "This product contains certain software code or other information ("AT&T Software") proprietary to AT&T Corp. ("AT&T"). The AT&T Software is provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR FREE" OR WILL MEET YOUR REQUIREMENTS.

         Unless you accept a license to use the AT&T Software, you shall not reverse compile, disassemble or otherwise reverse engineer this product to ascertain the source code for any AT&T Software.

         © AT&T Corp. All rights reserved. AT&T is a registered trademark of AT&T Corp."

      9. "Software" means, as the context may require, source or object code instructions for controlling the operation of a central processing unit or computer, and computer files containing data or text.

      10. "Software Product" means a collection of computer files containing Software in object code form only, which, taken together, reasonably comprise a product, regardless of whether such product is intended for internal use or commercial exploitation. A single computer file can comprise a Software Product.

      11. "Source Code" means the Software contained in compressed form in the Capsule.

      12. "Website" means the Internet website having the URL http://www.research.att.com/sw/tools/graphviz. AT&T may change the content or URL of the Website, or remove it from the Internet altogether.

   2. By way of clarification only, the terms Capsule, Proprietary Notice and Source Code when used in this Agreement shall mean the materials and information defined by such terms without any change, enhancement, amendment, alteration or modification (collectively, "change").

3. GRANT OF RIGHTS

   1. Subject to third party intellectual property claims, if any, and the terms and conditions of this Agreement, AT&T grants to you under:
      1. the AT&T Patent Claims and AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to:
         1. Reproduce and distribute the Capsule;
         2. Display, perform, use, and compile the Source Code and execute the resultant binary Software on a computer;
         3. Prepare a Derived Product solely by compiling Additional Code, if any, together with the code resulting from operating a Patch on the Source Code; and,
         4. Execute on a computer and distribute to others Derived Products, except that, with respect to the AT&T Patent Claims, the license rights granted in clauses (iii) and (iv) above shall only extend, and be limited, to that portion of a Derived Product which is Software compiled from some portion of the Source Code; and,
      2. AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to prepare and distribute Patches for the Source Code.
   2. Subject to the terms and conditions of this Agreement, you may create a hyperlink between an Internet website owned and controlled by you and the Website, which hyperlink describes in a fair and good faith manner where the Capsule and Source Code may be obtained, provided that, you do not frame the Website or otherwise give the false impression that AT&T is somehow associated with, or otherwise endorses or sponsors your website. Any goodwill associated with such hyperlink shall inure to the sole benefit of AT&T. Other than the creation of such hyperlink, nothing in this Agreement shall be construed as conferring upon you any right to use any reference to AT&T, its trade names, trademarks, service marks or any other indicia of origin owned by AT&T, or to indicate that your products or services are in any way sponsored, approved or endorsed by, or affiliated with, AT&T.
   3. Except as expressly set forth in Section 3.1 above, no other rights or licenses under any of AT&T’s IPR are granted or, by implication, estoppel or otherwise, conferred. By way of example only, no rights or licenses under any of AT&T's patents are granted or, by implication, estoppel or otherwise, conferred with respect to any portion of a Derived Product which is not Software compiled from some portion, without change, of the Source Code.

4. YOUR OBLIGATIONS

   1. If you distribute Build Materials (including if you are required to do so pursuant to this Agreement), you shall ensure that the recipient enters into and duly accepts an agreement with you which includes the minimum terms set forth in Appendix A (completed to indicate you as the LICENSOR) and no other provisions which, in AT&T's opinion, conflict with your obligations under, or the intent of, this Agreement. The agreement required under this Section 4.1 may be in electronic form and may be distributed with the Build Materials in a form such that the recipient accepts the agreement by using or installing the Build Materials. If any Additional Code contained in your Build Materials includes Software you obtained under license, the agreement shall also include complete details concerning the license and any restrictions or obligations associated with such Software.
   2. If you prepare a Patch which you distribute to anyone else you shall:
      1. Contact AT&T, as may be provided on the Website or in a text file included with the Source Code, and describe for AT&T such Patch and provide AT&T with a copy of such Patch as directed by AT&T; or,
      2. Where you make your Patch generally available on your Internet website, you shall provide AT&T with the URL of your website and hereby grant to AT&T a non-exclusive, fully-paid up right to create a hyperlink between your website and a page associated with the Website.
   3. If you prepare a Derived Product, such product shall conspicuously display to users, and any corresponding documentation and license agreement shall include as a provision, the Proprietary Notice.

5. YOUR GRANT OF RIGHTS TO AT&T

   1. You grant to AT&T under any IPR owned or licensable by you which in any way relates to your Patches, a non-exclusive, perpetual, worldwide, fully paid-up, unrestricted, irrevocable license, along with the right to sublicense others, to (a) make, have made, use, offer to sell, sell and import any products, services or any combination of products or services, and (b) reproduce, distribute, prepare derivative works based on, perform, display and transmit your Patches in any media whether now known or in the future developed.

6. AS IS CLAUSE / LIMITATION OF LIABILITY

   1. The Source Code and Capsule are provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THEM INCLUDING THE RISK OF ANY DEFECTS OR INACCURACIES THEREIN. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY IPR OR TRADEMARK RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE SOURCE CODE OR CAPSULE ARE "ERROR FREE" OR WILL MEET YOUR REQUIREMENTS.
   2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOURCE CODE OR CAPSULE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SOURCE CODE OR CAPSULE, OR (c) ANY CLAIM BY ANY THIRD PARTY.
   3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, AT&T’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. INDEMNIFICATION

   1. You shall indemnify and hold harmless AT&T, its affiliates and authorized representatives against any claims, suits or proceedings asserted or commenced by any third party and arising out of, or relating to, your use of the Source Code. This obligation shall include indemnifying against all damages, losses, costs and expenses (including attorneys’ fees) incurred by AT&T, its affiliates and authorized representatives as a result of any such claims, suits or proceedings, including any costs or expenses incurred in defending against any such claims, suits, or proceedings.

8. GENERAL

   1. You shall not assert against AT&T, its affiliates or authorized representatives any claim for infringement or misappropriation of any IPR or trademark rights in any way relating to the Source Code, including any such claims relating to any Patches.
   2. In the event that any provision of this Agreement is deemed illegal or unenforceable, AT&T may, but is not obligated to, post on the Website a new version of this Agreement which, in AT&T's opinion, reasonably preserves the intent of this Agreement.
   3. Your rights and license (but not any of your obligations) under this Agreement shall terminate automatically in the event that (a) notice of a non-frivolous claim by a third party relating to the Source Code or Capsule is posted on the Website, (b) you have knowledge of any such claim, (c) any of your representations or warranties in Article 1.0 or Section 8.4 are false or inaccurate, (d) you exceed the rights and license granted to you or (e) you fail to fully comply with any provision of this Agreement. Nothing in this provision shall be construed to restrict you, at your option and subject to applicable law, from replacing the portion of the Source Code that is the subject of a claim by a third party with non-infringing code or from independently negotiating for necessary rights from the third party.
   4. You acknowledge that the Source Code and Capsule may be subject to U.S. export laws and regulations, and, accordingly, you hereby assure AT&T that you will not, directly or indirectly, violate any applicable U.S. laws and regulations.
   5. Without limiting any of AT&T’s rights under this Agreement or at law or in equity, or otherwise expanding the scope of the license and rights granted hereunder, if you fail to perform any of your obligations under this Agreement with respect to any of your Patches or Derived Products, or if you do any act which exceeds the scope of the license and rights granted herein, then such Patches, Derived Products and acts are not licensed or otherwise authorized under this Agreement and such failure shall also be deemed a breach of this Agreement. In addition to all other relief available to it for any breach of your obligations under this Agreement, AT&T shall be entitled to an injunction requiring you to perform such obligations.
   6. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law rules. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either AT&T or you. Any suit or proceeding you bring relating to this Agreement shall be brought and prosecuted only in New York, New York, USA.

Appendix A - Minimum Terms

LICENSOR: ______________

LICENSE AGREEMENT

This License Agreement (the "Agreement") provides the terms and conditions pursuant to which you ("LICENSEE") are granted by LICENSOR a non-exclusive license to exploit the Build Materials (as defined below). PLEASE READ THIS AGREEMENT CAREFULLY.

ARTICLE 1.0 - REPRESENTATIONS

1.1. LICENSEE represents and warrants that:

(a) If LICENSEE is an entity, or an individual other than the person accepting this Agreement, the person accepting this Agreement on LICENSEE's behalf is a legally authorized representative, duly authorized to accept agreements of this type on LICENSEE's behalf and obligate LICENSEE to comply with its provisions;

(b) LICENSEE has read and fully understand this Agreement in its entirety; and,

(c) LICENSEE's Build Materials are either original or do not include any Software obtained under a license that conflicts with the obligations contained in this Agreement;

ARTICLE 2.0 - DEFINITIONS

2.1. "AT&T Source Code Agreement" means the agreement available at the Internet website having the URL http://www.research.att.com/sw/tools/graphviz/license/source.html, or accessed by opening the computer file having the name LICENSE.txt, if such file is furnished to LICENSEE.

2.2. "AT&T Source Code Release" means the computer files owned by AT&T which can be obtained under license at the Internet website having the URL http://www.research.att.com/sw/tools/graphviz, or by opening the computer file named graphviz-*.* or gviz*.* containing the source code if such file is furnished to LICENSEE.

2.3. "Build Materials" means the compilation script, Patch files and other source code files, if any, furnished by LICENSOR to LICENSEE pursuant to this Agreement. THE BUILD MATERIALS INCLUDE SOFTWARE OR OTHER INFORMATION PROPRIETARY TO AT&T. LICENSEE'S EXERCISE OF ONE OR MORE OF THE RIGHTS GRANTED IN SECTION 3.1 OF THIS AGREEMENT WITHOUT

(a) FIRST ENTERING INTO THE AT&T SOURCE CODE AGREEMENT, AND

(b) ABIDING BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT MAY (AND IF LICENSEE HAS USED ANY PATCH, LICENSEE WILL) INFRINGE OR MISAPPROPRIATE IPR OWNED OR CONTROLLED BY AT&T.

2.4. "IPR" means all rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright and trade secret laws, but not trademark rights.

2.5. "Patch" means Software for changing all or any portions of any Software contained in the AT&T Source Code Release.

2.6. "Software" means any source or object code instructions for controlling the operation of a central processing unit or computer, or computer files containing data or text.

ARTICLE 3.0 - GRANT OF RIGHTS TO LICENSEE

3.1. Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE under any IPR owned or licensable by LICENSOR which relates to the Build Materials, a non-exclusive license, with the right to sublicense others, to

(a) make, have made, use, sell and import, any products or services; and

(b) reproduce, distribute, perform and display all or any portion of the Build Materials, and prepare derivative works based on the Build Materials and reproduce, distribute, perform and display such derivative works.

ARTICLE 4.0 - LICENSEE'S DISTRIBUTION OBLIGATIONS

4.1. If LICENSEE distributes any products licensed pursuant to this Agreement or source code required pursuant to Section 4.2(b), LICENSEE shall ensure that the recipient enters into and duly accepts a written agreement with LICENSEE which includes the minimum terms set forth in this Agreement and no other provisions which conflict with the obligations under, or the intent of, this Agreement.

ARTICLE 5.0 - AS IS CLAUSE / LIMITATION OF LIABILITY

5.1. The Build Materials contain certain software or other information ("AT&T Software") proprietary to AT&T. The AT&T Software is provided to LICENSEE "AS IS". LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY IPR or TRADEMARK RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR FREE" OR WILL MEET LICENSEE'S REQUIREMENTS.

5.2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE AT&T SOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (a) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE AT&T SOFTWARE, OR (c) ANY CLAIM BY ANY THIRD PARTY.

5.3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

ARTICLE 6.0 - GENERAL

6.1. LICENSEE shall not assert against AT&T or any of its affiliated companies any claim for infringement or misappropriation of any IPR or trademark rights in any way relating to the AT&T Source Code Release.

6.2. LICENSEE'S rights and license (but not any of LICENSEE'S obligations) under this Agreement shall terminate automatically in the event that (a) any of LICENSEE'S representations or warranties in Article 1.0 are false or inaccurate, (b) LICENSEE exceed the rights and license granted to LICENSEE or (c) LICENSEE fails to fully comply with any provision of this Agreement.

6.3. AT&T shall be entitled, in its own name and without joining LICENSOR as a party, to enforce against LICENSEE in an action for breach of contract, any provision of this Agreement which protects, limits the liability of, or otherwise benefits AT&T. In addition to all other relief available to AT&T in any such action, AT&T shall be entitled to an injunction requiring LICENSEE to comply with any such provision.

6.4. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law rules. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. Any suit or proceeding relating to this Agreement shall be brought and prosecuted only in New York, New York, USA.

END OF MINIMUM TERMS