CONTRAT DE LICENCE

Please review the following license agreement and at bottom, indicate whether you accept its terms.

Quest Software, Inc. Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERCEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND QUEST SOFTWARE.

This agreement (the "Agreement") is made between Quest Software, Inc., ("Quest") and you, the customer ("Licensee"). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding which may involve the Agreement. This Agreement may not be modified except by a writing executed by both parties hereto.

SECTION 1. GENERAL PROVISIONS.

The provisions of this Section 1 shall apply to any and all Software, as defined below.

1.1 Software. For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed pursuant to this Agreement and the supporting documentation for such will be referred to as the "Software."

1.2 Restrictions. Quest reserves any and all rights, implied or otherwise, which are not expressly granted to Licensee hereunder, and retains all rights, title and interest in and to the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof. Licensee may not use the Software as a managed service provider, application service provider, in any commercial time share arrangement, or in any activity intended to directly produce revenue. Licensee may not resell the Software licensed hereunder nor use the software to provide consulting or training services to third parties. Licensee shall not assign the Software to a third party for use in managing Licensee's environment without the prior written consent of Quest.

1.3 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.4 Limitation of Remedies and Damages. IN NO EVENT WILL QUEST, ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF QUEST OR A QUEST REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. QUEST'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO QUEST FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST QUEST LATER THAN ONE (1) YEAR FROM THE TERMINATION OF THIS AGREEMENT. The provisions of this Section 1.4 allocate risks under this Agreement between Licensee and Quest. Quest's pricing reflects this allocation of risk and limitation of liabilities.

1.5 Nondisclosure. "Confidential Information" means the Agreement, Software, source code, object code, trade secrets, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") and not generally available to the public, which the Receiving Party may gain access to or knowledge of as a result of this Agreement. The Receiving Party shall observe complete confidentiality with respect to the Confidential Information, and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.

1.6 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without prior written approval by Quest and any purported assignment or transfer without Quest's consent shall be null and void.

1.7 Injunctive Relief. Licensee hereby expressly agrees that Quest, in addition to any other rights or remedies which Quest may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement.

1.8 Software Supplied to the Government. The Software is a "commercial item" under FAR 2.201. Consistent with FAR section 12.212 and DFARS section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software or Documentation by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.

1.9 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.2 AND SECTION 3.3 OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY QUEST AND ITS LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.

1.10 Termination. This Agreement or an individual license granted hereunder may be terminated (a) by mutual agreement of Quest and Licensee, (b) by Licensee, upon thirty (30) days prior written notice to Quest, and (c) by Quest, if Licensee or its Affiliate breaches this Agreement and fails to cure such breach to Quest's reasonable satisfaction within thirty (30) days following receipt of Quest's notice thereof. Upon any termination of this Agreement or a license granted hereunder, Licensee shall immediately cease use of the applicable Software and certify in writing to Quest within thirty (30) days after termination that Licensee has destroyed or returned to Quest such Software and all copies thereof. Termination of this Agreement shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have accrued or have become payable by Licensee hereunder. The provisions of Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, 1.11 and 1.12 shall survive termination of this Agreement for any reason whatsoever.

1.11 Payment and Taxes. Licensee shall make all payments in full within thirty (30) days from the date of the applicable invoice. Any amounts payable by Licensee that remain unpaid after the due date shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until such amount is paid, or the maximum rate permitted by law if less. The fees listed may not include taxes; if Quest is required to pay sales, use, property, value-added or other taxes based on the Software or services provided under this Agreement or on Licensee's use of Software or services, then such taxes shall be billed to and paid by Licensee. This section does not apply to taxes based on Quest's income.

1.12 General. This Agreement will be construed under the laws of the State of California, except for that body of law dealing with conflicts of law and the U.N. Convention of Contracts for the Sale of International Goods, which shall not apply. In the event there is a dispute concerning the subject matter of this Agreement, the proper venue shall be the County of Orange, State of California, United States of America. Each party hereby waives opposition to jurisdiction in such court. Service of process can be done in accordance with the governing law of the Agreement. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

SECTION 2. TRIAL EVALUATION TERMS AND CONDITIONS.

The provisions of this Section 2 shall apply to Software downloaded for temporary and/or trial use.

2.1 License. Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by Quest for an evaluation period of ten (10) days from the download date ("Evaluation Period").

(a) Licensee may use the Software for its own internal evaluation and for no other purpose.

(b) Licensee's opportunity for a free evaluation of the Software is limited to one Evaluation Period per release of the Software.

(c) There is no fee for Licensee's use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein.

(d) Licensee acknowledges that it is downloading the Software with the intent to purchase a perpetual license to use the Software upon completion of a successful evaluation of such. A Quest sales representative may contact Licensee after the download to discuss Licensee's purchase of a perpetual license.

2.2 "AS-IS" Warranty. Quest warrants that it or its licensors retain(s) all intellectual property rights in the Software and any accompanying written materials provided by Quest, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement. LICENSEE AND QUEST AGREE THAT THE SOFTWARE IS PROVIDED "AS IS" AND UNSUPPORTED, AND THAT QUEST MAKES NO WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

SECTION 3. "FULL" LICENSE TERMS AND CONDITIONS.

The provisions of this Section 3 shall apply to Software licensed with no time limits.

3.1 LICENSE. Subject to the terms and conditions of this Agreement, and in consideration for the license fees specified and paid on the Quest ordering document which describes the Software and or services being ordered by Licensee and which incorporates this Agreement by reference (the "Quotation Form"), Quest hereby grants to Licensee, and Licensee accepts from Quest, a perpetual, non-exclusive, non-transferrable and non-sublicensable right to use the Software described on the applicable Quotation Form. This license consists of the right for Licensee to install, use, access, run, or otherwise interact with the Software within the scope of license granted on the applicable Quotation Form, for Licensee's own internal business operations, and in accordance with the related Documentation. Licensee may also make a reasonable number of additional copies of the Software solely for non-productive archival purposes, so long as neither the original and a copy nor two copies of the same license are in use at the same time, and so long as each copy contains all titles, trademarks, and copyrights and restricted rights notices as in the original. Nothing in this Agreement entitles Licensee to receive source code for any part of the Software.

3.2 Maintenance And Other Services. During any Maintenance Period and for the applicable fees, Quest shall provide the Maintenance Services as listed in this Section 3.2. The "Maintenance Period" is a twelve (12) month period. The first Maintenance Period begins on the date of the first invoice for the Software and ends twelve (12) months thereafter. Each Maintenance Period shall automatically renew for another twelve (12) months unless the renewal has been cancelled by either party's giving written notice at least sixty (60) days prior to the first day of the renewal Maintenance Period. Quest will bill and Licensee shall pay for Maintenance Services in advance of renewal. Quest will provide other Services (other than Maintenance Services) subject to availability and under the terms and conditions, including service rates, as indicated on the applicable ordering document.

Maintenance Services consist of the following:

* Quest shall make available to Licensee new versions and releases of the Software, including Software corrections, enhancements and upgrades, if and when Quest makes them generally available without charge as part of Maintenance Services for the Software.

* Quest shall respond to unlimited communications from Licensee that report software failures not previously reported to Quest.

* Quest shall respond to a reasonable number of communications from Licensee that request consultation on the operational/technical aspects of the Software.

* Licensee shall have access to Quest's Technical Support Web site: 'SupportLink' at http://www.quest.com/support, and/or the Quest Java Products Support Web site at http://java.quest.com/support/, which addresses support for the JClass, JProbe, PerformaSure, DeployDirector, and XRT Software.

* Maintenance Services for the Shareplex Software are available 24X7. For all other Software, Maintenance Services are available during standard support hours as indicated on SupportLink and/or the Quest Java Products Support Web site.

* For all Software, Quest's Maintenance Services shall be available via the Web, email, or telephone. For SQL Navigator, TOAD, and Funnel Web, Quest will respond to inquiries within four (4) hours from receipt of the inquiry. For the JClass, JProbe, PerformaSure, DeployDirector, and XRT Software, Quest will respond to inquiries within twenty-four (24) hours of receipt of the inquiry. For all other Software, Quest will respond to inquiries within two (2) hours from receipt of the inquiry.

* During standard support hours, Quest will respond within thirty (30) minutes to a call from Licensee which reports a critical Software condition which significantly impacts Licensee's production environment or which makes the use or continued use of the Software impossible.

3.3 Limited Warranty. Quest warrants that for a period of thirty (30) days from the date of delivery (i) the media provided by Quest, if any, on which the Software is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the operation of the Software, as provided by Quest, will substantially conform to the Documentation applicable to the Software.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND QUEST HEREBY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Licensee must report in writing any breach of the foregoing warranties to Quest during the warranty period, and Licensee's exclusive remedy, and Quest's sole obligation, for any such breach of warranty shall be for Quest to replace defective media and to correct or provide a workaround for reproducible errors that cause a breach of the warranty within a reasonable time considering the severity of the error and its effect on Licensee, or, at Quest's option, refund the license fees paid for the nonconforming Software upon return of such Software to Quest and termination of the related license hereunder.

3.4. Usage Verification. At Quest's request, but not more frequently than annually, Licensee shall furnish Quest with a document signed by Licensee's authorized representative verifying Licensee's usage of the Software. Licensee will permit Quest to review Licensee's deployment and use of the Software for compliance with the terms of the license agreement at Quest's expense. Any reviews shall be scheduled at least 15 days in advance, shall be conducted during normal business hours at Licensee's facilities, and shall not unreasonably interfere with Licensee's business activities. If Licensee's use of the Software is found to be greater than contracted for, Licensee will be invoiced for the additional licenses or license upgrades (based on the applicable units of measure, e.g., servers, server tiers or users) and the unpaid license fees shall be payable in accordance with this Agreement. Additionally, if the unpaid fees exceed 5% of the license fees paid for the subject Software, then Licensee shall also pay Quest's reasonable costs of conducting the audit.

SECTION 4. JPROBE SOFTWARE.

The provisions of this Section 4 shall apply to the JProbe Software.

4.1 Architecture. The JProbe Suite of Software consists of the following four individual components, which may be licensed separately: JProbe Profiler, JProbe Memory Debugger, JProbe Coverage and JProbe Threadalyzer. Not all components are available on all platforms and not all components may be licensed individually on each platform. Each component of the JProbe Suite of Software has two distinct pieces: the JProbe Analysis Engine and the JProbe Console. Licensee may choose to use the two pieces on one machine or may separate the pieces to perform remote analysis. For example if the pieces are separated, then the JProbe Console may run on one machine and the JProbe Analysis Engine may run on another machine.

4.2 Dual-Media Software. Licensee may receive the Software in more than one medium. Regardless of the type or size of medium received, Licensee may use only one medium that is appropriate for its computer. Licensee may not use or install the other medium on another computer. Licensee may not loan, rent, lease, or otherwise transfer the other medium to another user.

4.3 Installation and Use. Licensee assumes full responsibility for the selection of the Software to achieve its intended results, and for the installation, use, and results obtained from the Software.

4.4 Upgrades. If the Software is labeled as an upgrade, Licensee must be properly licensed to use a product identified by Quest as being eligible for the upgrade in order to use the Software. Software labeled as an upgrade replaces and/or supplements the product that formed the basis for Licensee's eligibility for the upgrade. Licensee may use the resulting upgraded product only in accordance with the terms of this Agreement.

4.5 Copyright Limitations. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by Quest or its suppliers. The Software may contain materials owned by Sun Microsystems, Inc. If so, all title in and copyright to the JavaTM Technology are owned or licensed by Sun Microsystems, Inc., all rights reserved.

4.6 Special Disclaimer for High-Risk Activities. The Software is not designed or intended for use in high-risk activities including, without restriction, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Quest and its suppliers specifically disclaim any express or implied warranty of fitness for such purposes or any other purposes.

4.7 License Type.

(a) Evaluation License. If Quest has provided Licensee with a license file for the Software, Licensee may use the Software only on a single machine (or two machines in the case of remote analysis) for the platform identified by Licensee in the evaluation registration form, for the sole purpose of evaluating the benefits of the Software so that Licensee may determine if it wishes to purchase a license to use the Software. Licensee may NOT use the Software to analyze and resolve performance issues in production code. Licensee may only use the Software during the designated evaluation period and may only evaluate once. If an extension of the evaluation period is required, Licensee must contact a Quest sales representative.

(b) Node-Locked License. If Licensee has purchased a Node-Locked License, Licensee may install and use the JProbe Console on the machine(s) specifically identified in the applicable ordering document (the "Order") for use by the developer(s) identified in such Order and Licensee may install the JProbe Analysis Engine on the platform and machine identified in such Order. Licensee must ensure that the Software is not used on any machine, other than those machines specified in the Order, and Licensee acknowledges that the Software contains features designed to prevent the use of the Software on machines not specified in the Order, which Licensee agrees not to modify or disable in any manner whatsoever.

(c) Concurrent License. If Licensee has purchased a Concurrent (or Float) License Licensee may install the Software on any number of client machines, provided that all such client machines are connected to the license server identified in the Order, for use by the number of concurrent users identified in the Order, on the platform type identified in the Order. Licensee must ensure that the number of concurrent users of the Software does not exceed the number of concurrent users identified in the Order and Licensee acknowledge that the Software contains features designed to prevent the use of the Software by a number of concurrent users in excess of the number identified in the Order, which Licensee agrees not to modify or disable in any manner whatsoever. The JProbe Analysis Engine can only be used on the platform type specified in the Order, the JProbe Console may be used on any platform type.

4.8 Transfer Policies. The Software may be installed on the platform(s) and machines identified on the Order. Licensee may change the machine on which the Software is used or the server to which such machines are networked as set forth below. Licensee will only be permitted to change machines or servers if it has ordered a Maintenance Subscription from Quest for the period during which such change is made and no Quest invoice is in arrears.

(a) Evaluation License. If Licensee has acquired an Evaluation License, the Software may not be transferred from one machine to another, nor may Licensee use the Software to analyze and or resolve performance issues in production code.

(b) Node-locked License. If Licensee has purchased a Node-Locked License, the Software may be transferred from the machine on which it is installed to another machine no more than once per year, provided that Licensee follows the transfer procedure set forth on Quest's web site and the machine to which the Software is to be transferred runs on the same platform as the machine on which the Software was originally installed. Licensee must also confirm that the license file installed on the original machine has been erased and will no longer be used once Licensee transfers the Software to another machine.

(c) Concurrent License. If Licensee has purchased a Concurrent License, the license server which governs the Software's usage (the "License Server") may be transferred from the server on which it is installed to another server no more than once per year, provided that Licensee follows the transfer procedure set forth on Quest's web site. Licensee must also confirm that the license file installed on the original server has been erased and will no longer be used once Licensee transfers the License Server to another server.

Rev 5-03