You (hereinafter "CUSTOMER") are hereby granted a limited, non-exclusive, revocable license under MPC's copyrights to use the MPC Asset Tag Programming Utility for its own internal use to program an asset tag number into the DMI on MPC-branded computers pursuant to the terms and conditions of this Agreement and for no other use, unless expressly permitted elsewhere herein.

Nothing in this Agreement shall be construed as creating an agency, joint venture, partnership or other formal business relationship or association between the parties hereto or obligating either party to purchase from or provide any goods or services to the other party. Furthermore, CUSTOMER shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from the MPC Asset Tag Programming Utility. CUSTOMER shall not de-compile or reverse engineer the MPC Asset Tag Programming Utility.

The MPC Asset Tag Programming Utility shall remain the property of MPC, including, but not limited to, derivatives, summaries, notes, and electronic files (extant and archived), and nothing in this Agreement shall restrict MPC from using, disclosing or disseminating it in any way. CUSTOMER recognizes and agrees that nothing contained in this Agreement shall be construed as a grant of any property rights to CUSTOMER to the MPC Asset Tag Programming Utility provided pursuant to this Agreement, any invention or any patent right that has been issued or that may be issued, or any copyright or other rights based on the MPC Asset Tag Programming Utility. MPC may terminate this right at any time for any reason. CUSTOMER will prominently mark all copies of Asset Tag Programming Utility as containing the proprietary software of MPC. To the extent CUSTOMER'S use or distribution is alleged to violate any intellectual property rights of any third party, CUSTOMER agrees to fully defend, indemnify and hold harmless MPC from any and all claims, including all costs, attorney's fees and any settlement or judgment.

This Agreement shall govern the MPC Asset Tag Programming Utility by CUSTOMER until terminated by MPC. The obligations hereunder with respect to the MPC Asset Tag Programming Utility shall endure and survive any termination or expiration of the Agreement. CUSTOMER, upon written request by MPC at any time, shall promptly return all the MPC Asset Tag Programming Utility software and any copies thereof to MPC or, if requested, shall promptly supply MPC with a certificate executed by an authorized officer thereof certifying as to the completed destruction of the same.

This Agreement shall commence on the Effective Date and shall continue, until terminated by MPC, with or without cause, upon prior written notice sent by certified mail, return receipt requested. Such notice shall state the effective date of termination. Upon termination, each party's obligations arising prior to the date of termination shall remain intact.

THE MPC ASSET PROGRAMMING UTILITY IS PROVIDED "AS IS." MPC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED. MPC WILL HAVE ABSOLUTELY NO SUPPORT OBLIGATION FOR THE ASSET TAG PROGRAMMING UTILITY OR ANY OTHER MATERIALS, INCLUDING HARDWARE OR SOFTWARE OR DOCUMENTATION PROVIDED.

This Agreement is not assignable or delegable in whole or in part by CUSTOMER without the written consent of MPC. This Agreement may not be amended, nor any obligations waived, except by writing and signed by duly authorized representatives of MPC and CUSTOMER. This Agreement shall be governed and construed by the laws of the State of Idaho, without reference to conflict of law principles. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue within the state or federal courts of the state of Idaho, Idaho Code section 29-110 (http://www3.state.id.us/cgi-bin/newidst?sctid=290010010.K) notwithstanding.

BY INSTALLING OR USING THE MPC ASSET TAG PROGRAMMING UTILITY YOU WILL HAVE ACCEPTED THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE MPC ASSET TAG PROGRAMMING UTILITY.