Subject: ATT license version 1.2 D
From: Bruce Perens <bruce@perens.com>
Date: Tue, 28 Sep 1999 16:10:29 -0700
Tue, 28 Sep 1999 16:10:29 -0700
Here is revision 1.2D of the ATT license. It's somewhat nicer regarding
your fair use rights, in that you now have the right to display, perform,
use, and compile the source code, rather than just compile the source code
as in the previous version. The "Capsule" can now be any file format.
Those are the only differences.

The "wdiff" output between this version and the previous one is attached
in diff.txt . Square brackets indicate deletions, curly brackets indicate
additions.

I'm sure it's Open Source. It's still a tear-open license, but I feel that
issue is well outside of our scope. I recommend this license for the OSI
certification. ATT is going to start using this one.

	Thanks

	Bruce


AT&T ______ SOURCE CODE LICENSE AGREEMENT

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 ___________, 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:
      9. "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."

      10. "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.
      11. "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.
      12. "Source Code" means the Software contained in compressed form in the Capsule.
      13. "Website" means the Internet website having the URL http://www.research.att.com/______________. 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&Tís 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&TíS 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 attorneysí 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&Tís 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
--------------------------
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 warrant 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/__________________, or accessed by opening
the computer file having the name __________, 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/_____________________,
or by opening the computer file having the name __________, 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



                           SOURCE CODE AGREEMENT
   
                                Version [-1.2C-] {+1.2D+}
   
   PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the
   Source
[-Code,-] {+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:
       
    a. 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;
    b. You have read and fully understand this Agreement in its entirety;
    c. 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;
    d. To the best of your knowledge, your Build Materials do not
       infringe or misappropriate the rights of any person or entity;
       and,
    e. 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.
       
    a. "Additional Code" means Software in source code form which does
       not contain any
       
    i. of the Source Code, or
   ii. derivative work (such term having the same meaning in this
       Agreement as under U.S. Copyright Law) of the Source Code.

            [-b.-]
       
     "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.

            [-c.-]
   
     "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.

            [-d.-]
   
     "Capsule" means {+a computer file containing the exact same contents
   as+} the computer file having the name [-gv15.tgz,-] {+___________,+} which will
be
   downloaded after accepting, or was opened to access, this Agreement.

            [-e.-]
   
     "Derived Product" means a Software Product which is a derivative
   work of the Source Code.

            [-f.-]
   
     "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.

            [-g.-]
   
     "Patch" means Software for changing all or any portion of the Source
   Code.

            [-h.-]
   
     "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.

               [-(C)-]
   
   {+©+} AT&T Corp. All rights reserved. AT&T is a registered trademark of
   AT&T Corp."

            [-i.-]
   
     "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.

            [-j.-]
   
     "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.

            [-k.-]
   
     "Source Code" means the Software contained in compressed form in the
   Capsule.

            [-l.-]
   
     "Website" means the Internet website having the URL
               [-http://www.research.att.com/sw/tools/graphviz.-]
   {+http://www.research.att.com/______________.+} 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:
       
    a. the AT&T Patent Claims and AT&T's copyright rights in the Source
       Code, a non-exclusive, fully paid-up license to:
       
    i. Reproduce and distribute the Capsule;
   ii. [-Compile-] {+Display, perform, use, and compile+} the Source Code and execute
the
       resultant binary Software on a computer;
   iii. 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,
   iv. 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,

            [-b.-]
   
     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:
       
    a. 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,
    b. 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.