THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS TRANSNEXUS
PUBLIC LICENSE ("AGREEMENT").  ANY USE OF THE PROGRAM OR USE,
REPRODUCTION OR DISTRIBUTION OF A DERIVATIVE WORK OF THE PROGRAM
CONSTITUTES LICENSEE'S ACCEPTANCE OF THIS AGREEMENT.
1. GRANT OF RIGHTS
a) Subject to the terms of this Agreement, TransNexus grants to Licensee
a limited, non-exclusive, worldwide, royalty-free copyright license to
use version 2.5 of the TransNexus OSP Toolkit ("Program") to prepare
derivative works of the Program ("Derivative Works") and to reproduce,
use, distribute and sublicense the Derivative Works.
b) Licensee understands that although TransNexus grants the license as
set forth herein, no assurances are provided by TransNexus that the
Program does not infringe the patent or other intellectual property
rights of any other entity. TransNexus disclaims any liability to
Licensee for claims brought by any other entity based on infringement of
intellectual property rights or otherwise. As a condition to exercising
the rights and licenses granted hereunder, each Licensee hereby assumes
sole responsibility to secure any other intellectual property rights
needed, if any. For example, if a third party patent license is required
to allow Licensee to use the Program or to use, reproduce or distribute
Derivative Works, it is Licensee's responsibility to acquire that
license before taking any such action.
2. REQUIREMENTS
A Licensee may choose to distribute Derivative Works under its own
license agreement, provided that:
a) The name "TransNexus" must not be used to endorse or promote products
derived from the Program without prior written permission.
b) Products derived from the Program may not be called "TransNexus", nor
may "TransNexus" appear in their name, without prior written permission
of TransNexus.
3. COMMERCIAL DISTRIBUTION
Commercial distributors of software may accept certain responsibilities
with respect to end users, business partners and the like. While this
license is intended to facilitate the commercial preparation, use and
distribution of Derivative Works, the Licensee who includes one or more
Derivative Works in a commercial product offering should do so in a
manner which does not create potential liability for TransNexus.
Therefore, if a Licensee includes a Derivative Work in a commercial
product offering, such Licensee ("Commercial Licensee") hereby agrees to
defend and indemnify TransNexus against any losses, damages and costs
(collectively "Losses") arising from claims, lawsuits and other legal
actions brought by a third party against TransNexus to the extent caused
by the acts or omissions of such Commercial Licensee in connection with
its distribution of the Derivative Work in a commercial product
offering. TransNexus will: a) promptly notify the Commercial Licensee in
writing of such claim, and b) allow the Commercial Licensee to control,
and cooperate with the Commercial Licensee in, the defense and any
related settlement negotiations. TransNexus may participate in any such
claim at its own expense.
For example, a Licensee might include a Derivative Work in a commercial
product offering, Product X. That Licensee is then a Commercial
Licensee. If that Commercial Licensee then makes performance claims, or
offers warranties related to Product X, those performance claims and
warranties are such Commercial Licensee's responsibility alone. Under
this section, the Commercial Licensee would have to defend claims
against TransNexus related to those performance claims and warranties,
and if a court requires TransNexus to pay any damages as a result, the
Commercial Licensee must pay those damages.
4. NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED
ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND,
EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. Each Licensee is solely responsible for
determining the appropriateness of using the Program and using,
reproducing, or distributing Derivative Works and assumes all risks
associated with its exercise of rights under this Agreement, including
but not limited to the risks and costs of program errors, compliance
with applicable laws, damage to or loss of data, software programs or
equipment, and unavailability or interruption of operations.
5. DISCLAIMER OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER LICENSEE NOR
TRANSNEXUS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE
PROGRAM OR USE, REPRODUCTION OR DISTRIBUTION OF DERIVATIVE WORKS OR THE
EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6. GENERAL
If any provision of this Agreement is invalid or unenforceable under
applicable law, it shall not affect the validity or enforceability of
the remainder of the terms of this Agreement, and without further action
by the parties hereto, such provision shall be reformed to the minimum
extent necessary to make such provision valid and enforceable.
If Licensee institutes patent litigation against TransNexus with respect
to a patent applicable to software (including a cross-claim or
counterclaim in a lawsuit), then any patent licenses granted by
TransNexus to such Licensee under this Agreement shall terminate as of
the date such litigation is filed. In addition, If Licensee institutes
patent litigation against any entity (including a cross-claim or
counterclaim in a lawsuit) alleging that the Program itself (excluding
combinations of the Program with other software or hardware) infringes
such Licensee's patent(s), then such Licensee's rights granted under
Section 1 shall terminate as of the date such litigation is filed.
All Licensee's rights under this Agreement shall terminate if it fails
to comply with any of the material terms or conditions of this Agreement
and does not cure such failure in a reasonable period of time after
becoming aware of such noncompliance. If all Licensee's rights under
this Agreement terminate, Licensee agrees to cease use of the Program
and use, reproduction or distribution of Derivative Works as soon as
reasonably practicable (and not later than 30 days from the termination
date). However, Licensee's obligations under this Agreement and any
licenses granted by Licensee relating to the Program or Derivative Works
shall continue and survive.
TransNexus may publish new versions (including revisions) of this
Agreement from time to time. Each new version of the Agreement will be
given a distinguishing version number.  Derivative Works may always be
distributed by the Licensee subject to the version of the Agreement
under which the underlying Program was received.  After a new version of
the Agreement is published, TransNexus may elect to distribute the
Program under the new version. No one other than TransNexus has the
right to modify this Agreement. Except as expressly stated in Section 1
above, Licensee receives no rights or licenses to the intellectual
property of TransNexus under this Agreement, whether expressly, by
implication, estoppel or otherwise. All rights in the Program not
expressly granted under this Agreement are reserved by TransNexus.
This Agreement is governed by the laws of the State of Georgia,
notwithstanding any conflicts of law provision, and the intellectual
property laws of the United States of America. No party to this
Agreement will bring a legal action under this Agreement more than one
year after the cause of action arose. Each party waives its rights to a
jury trial in any resulting litigation.
TransNexus, Inc. is a Delaware corporation located at 430 Tenth Street;
Atlanta, GA 30318, USA.

Licensee Information
Company Name: 	__________________________________

Company Address: 	__________________________________

Accepted by: (please print name)_________________________

Signature and Date:____________________________________




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                                  PUBLIC LICENSE OSP TOOLKITTM Version
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