GRATUITOUS AVAILABILITY OF SOFTWARE

FOR PURPOSES OF EVALUATION

BETWEEN :

The Institut National de Recherche en Informatique et en Automatique,

A Public Institution for sciences and technology

Decree n° 85-831 of August 2, 1985

Domaine de Voluceau - B.P. 105 - Rocquencourt

78153 LE CHESNAY CEDEX

Represented by its President, Mr. Michel COSNARD

Centre de Recherche INRIA Nancy Grand Est

615, rue du Jardin Botanique

54600 VILLERS-LES-NANCY

Represented by its Director, Karl Tombre

Hereinafter referred to as «INRIA»

Mr. Karl Tombre acting on behalf of INRIA and LORIA (Computer Science and Automation Research Laboratory of Lorraine, UMR 7503) hereinafter referred to as «LABORATORY», of which he is the director.

The first party,

AND :

… identification of the Beneficiary …….

Represented by

Hereinafter referred to as " the Beneficiary "

The second party,

INRIA and the BENEFICIARY hereinafter collectively referred to as the «PARTIES»

RECITALS:

- Agents of INRIA have developed for the LORIA LABORATORY’s MADYNES project the KIF software that detects security failures in VoIP telephony systems.

- The Beneficiary works in the field of computer security, and is interested in the KIF software for the purposes of tests and experimentation.

- INRIA is prepared to provide the BENEFICIARY with the KIF software free of charge for a limited period.

THEREFORE, THE PARTIES AGREE AND STATE AS FOLLOWS:

Article - I: Definitions

- The term «SOFTWARE» designates the KIF software specified in the recitals and described in the Technical Appendix, namely the SOFTWARE in the source form and the technical documentation. The SOFTWARE has been filed with the APP (Agency for the protection of programs) under number IDDN.FR.001.470001.000.S.P.2007.000.10000

- The term «USE» designates all of the following acts:

- loading of the program in the memory of a computer, and processing of all or part of the program data for the running and execution of instructions that it contains, in accordance with the functionalities that constitute its frame;

- any adaptation, modification, translation or correction of the SOFTWARE

Article - II: Purpose

II - 1 The purpose of this agreement is to define the perimeters of the rights granted to the Beneficiary in the context of this gratuitous availability of the SOFTWARE for evaluation, and the duration and the terms and conditions thereof.

INRIAauthorises the Beneficiary to use the SOFTWARE free of charge in its present version.

This agreement is concluded for the purposes of testing, to the exclusion of any sales operation.

This authorisation for use is not exclusive, not transferable, and does not give the Beneficiary any personal right of USE.

If the SOFTWARE meets the Beneficiary’s expectations or if the evaluation shows new development prospects that interest the Beneficiary, this agreement may result in a collaboration or license agreement.

II - 2 In no event shall this agreement be totally or partially transferred, whether for compensation or free of charge.

II - 3 The SOFTWARE shall be used exclusively under the responsibility of: ……………..to be completed……

Any other USE is prohibited.

II - 4 The Beneficiary commits to conduct tests and demonstrations under its sole responsibility. .

Article - III: Intellectual property

III - 1 The Beneficiary acknowledges that the proprietary rights in the SOFTWARE are owned by INRIA, and that this agreement does not entail any transfer to be Beneficiary of ownership of rights therein.

The Beneficiary shall take all necessary measures to protect INRIA’s proprietary rights in the SOFTWARE. In that regard, it commits to refrain from deleting or revising the SOFTWARE’s indication of its copyrighted status or the names of INRIA’s authors, natural persons, or agents. The Beneficiary shall respect these references, whether they appear in the SOFTWARE’s source code or in its compiled versions.

The Beneficiary shall leave these references of authors and copyrighted status in the backup copy.

III - 2 In the event of an attempt to seize or attach the SOFTWARE, the Beneficiary shall immediately advise INRIA by registered letter with an acknowledgement of receipt, to raise every opposition to the seizure or attachment, and to take all measures to have the proprietary rights in the SOFTWARE recognised and asserted.

III – 3 Any adaptations, modifications, translations or corrections of errors that the Beneficiary might effectuate, shall remain its property. If it so desires, the Beneficiary may provide them to INRIA for their inclusion in a subsequent version of the SOFTWARE.

Article - IV: Technical managers

INRIA and the Beneficiary each appoint a technical manager for monitoring of the contract.

Upon the signing, the managers are:

. For INRIA: Radu State

. For the Beneficiary: …to be completed ………..

The parties reserve the right to subsequently designate another interlocutor; if a party does so, it shall advise the party thereof in writing by means of a letter addressed to the latter’s technical manager.

Article - V: Delivery of sources

INRIA commits to deliver to the Beneficiary a copy of the SOFTWARE’s source program within 15 days after the signing of this agreement. This copy shall be delivered in the form of a CD ROM sent by post with an acknowledgement of receipt to the following address:

Delivery address of the CD ROM to be completed

Article - VI: Commitments by the Beneficiary

VI - 1 The Beneficiary commits to mention the SOFTWARE’s name and origin during each use thereof, and in publications that refer to it.

VI - 2 The Beneficiary commits to report to INRIA any possible errors or any other failure in the SOFTWARE that it observed when using it.

VI - 3 The Beneficiary commits to inform INRIA of any loss or destruction of the SOFTWARE.

Article - VII: Right of use of the SOFTWARE

VII - 1 The SOFTWARE must be used in conformity with its purpose, to the exclusion of any other, namely:

- in accordance with the stipulations of this agreement

- exclusively for the purposes of tests and demonstrations

VII-2 Pursuant to the provisions of article 122-5 of the Intellectual Property Code, the Beneficiary is authorised to make a backup copy in order to preserve use of the SOFTWARE.

VII-3 Pursuant to the provisions of article 335-3 of the Intellectual Property Code, the Beneficiary acknowledges that any use contrary to the above provisions would adversely affect the SOFTWARE’s right of use and, therefore, would be deemed to be an act of infringement.

The rights conferred on the Beneficiary are the rights of USE as defined hereinabove.

The Beneficiary is prohibited from directly or indirectly making the SOFTWARE available to a third party, particularly by means of a sale, rental or loan.

Article - VIII: Guarantee

The SOFTWARE is a research prototype. It is thus up to the Beneficiary to ensure that its technical characteristics and functionalities meet its needs.

The Parties agree that INRIA is not required to provide the Beneficiary with any guarantee of proper functioning of the SOFTWARE, and is not responsible for any bugs, defects or incident that might occur in the SOFTWARE. In addition, no guarantee for loss of clientele is provided.

Article IX: Liability

The Parties expressly agree that in no event shall INRIA be held liable for any direct or consequential damage incurred by the Beneficiary due to use of the SOFTWARE, to difficulties encountered during its use, or to the impossibility of using it.

The Beneficiary alone is responsible for the organisation and conducting of the tests and demonstrations, and the results obtained thereby.

Article - X: Maintenance

INRIA does not assume any responsibility for maintenance of the SOFTWARE.

Article - XI: Duration

This agreement is concluded for only 12 months – i.e. the period for the tests and demonstrations of the SOFTWARE -- which commences to run as of receipt of the SOFTWARE by the Beneficiary and may be expressly renewed by means of an amendment.

It enters into force and effect on the date it is signed by the two parties.

At the Beneficiary’s request, its duration may be expressly extended by means of an amendment, the granting of which shall be at INRIA’s discretion. The request for extension must be made in writing (e-mail) to the technical managers one month before the end of the period underway. The Beneficiary will be notified of the decision regarding extension by e-mail.

Article - XII: Failures - Rescission

In the event of the Beneficiary’s failure to perform its obligations, INRIA shall have the right to rescind this agreement without legal formalities.

Article - XIII: Destruction of the SOFTWARE

In the event of termination of the contractual relationships between the parties for any reason whatsoever, the Beneficiary commits to destroy the SOFTWARE as well as any copy in its possession within a month thereafter.

Article - XIV: Confidentiality

XIV - I The Beneficiary expressly commits to keep confidential the creations that fall within the intellectual property rights or the elements of expertise that belong to INRIA, as well as any information that it receives in the context of this agreement. The Beneficiary is reminded that the SOFTWARE’s source codes are confidential.

XIV - 2 The Beneficiary commits to give access to the SOFTWARE only to those of its employees who so require, with said employees having been informed that the SOFTWARE is covered by this commitment of confidentiality and having committed to use the SOFTWARE in conformity with said commitment.

XIV - 3 The Beneficiary commits to take all measures with its employees, and with persons on whom it might call for necessary services, to ensure the confidentiality of the subject elements and information.

XIV - 4 The Beneficiary acknowledges that any disclosure that is not expressly authorised would seriously damage INRIA’s interests.

XIV - 5 The obligations specified in this article shall remain in force and effect for ten years after the end of this agreement.

ARTICLE - XV : Disputes

Any dispute regarding the construction of this agreement, or performance of the obligations specified herein, that cannot be resolved by amicable means shall be submitted to the competent court.

Executed in Villers-les-nancy,

In 4 originals, two being in French, which are deemed to be the only versions of legal value, and two being in English.

For INRIA;

On ….

For the BENEFICIARY

On …