CUSTOMER SOFTWARE LICENSE

IMPORTANT: READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING SOFTWARE

THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL, 
THE USE OF WHICH IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT. THIS 
LICENSE IS ENFORCEABLE EVEN IF YOU HAVE NOT GIVEN YOUR WRITTEN APPROVAL. 
INSTALLATION AND/OR USE OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS 
AGREEMENT IN ITS ENTIRETY. BY THE USE AND/OR INSTALLATION OF THIS PRODUCT, YOU 
ACCEPT ALL OF THE TERMS STATED HEREIN. IF YOU DO NOT AGREE WITH ALL THE TERMS, 
YOU MUST RETURN THE UNUSED PRODUCT(S), INCLUDING ALL MANUALS AND 
DOCUMENTATION, TO NETWORK APPLIANCE, INC. ("NETAPP"). IF THE FOREGOING IS 
RETURNED WITH PROOF OF PAYMENT TO NETAPP WITHIN FIFTEEN (15) DAYS OF FIRST 
ACQUISITION, THEN YOU WILL RECEIVE A FULL REFUND.
 
1. LICENSE

Network Appliance, Inc. ("NetApp") grants Customer a nonexclusive, worldwide 
license to use the accompanying software as specified herein in object code 
form ("Software") solely for Customer's business use, together with the 
accompanying documentation. Customer shall only use the Software on NetApp's 
products, and in the manner specified in the user documentation. Customer has 
no right to receive any source code or design documentation relating to the 
Software. This License is personal to Customer and Customer shall not assign, 
transfer or sublicense this license without NetApp's prior written approval; 
any attempt to do so shall be void. This license is further restricted to the 
particular protocols and accompanying documentation purchased hereunder.

2. RESTRICTIONS

NetApp shall retain title to the Software and the accompanying documentation 
and all copies and any derivative works thereof. Customer shall not make any 
copies of the Software except as reasonably required for backup purposes. 
Customer shall not, nor shall Customer allow any third party to: (a) decompile, 
disassemble, decrypt, extract, or otherwise reverse engineer or attempt to 
reconstruct, or discover any source code or underlying ideas, algorithms, or 
file formats of, or used in, the Software by any means whatever; or (b) remove 
or conceal any product identification, copyright or other notices contained in 
or on the Software or accompanying documents; or (c) modify the Software, 
incorporate it into or with other software, or create a derivative work of any 
part of the Software. Customer must not publish or provide any results of 
benchmark tests run on the Software to a third party without NetApp's prior 
written consent. The Software is NetApp's confidential property and contains 
trade secrets. It is protected by copyrights, one or more U.S. patents issued 
or pending, and other applicable law. Customer must take adequate steps to 
protect the Software from unauthorized disclosure or use.

3. TERMINATION OF LICENSE

This License is effective until terminated. The License will terminate 
automatically if:
 
i) Customer fails to cure any material breach of this Agreement within thirty 
(30) days after such breach first occurs (or immediately in the case of a 
breach of Section 2 herein).
    
ii) Customer becomes insolvent, files, or has filed against it a petition under 
applicable bankruptcy or insolvency laws which is not dismissed within ninety 
(90) days; proposes any dissolution, composition or financial reorganization 
with creditors; makes an assignment for the benefit of creditors; or if a 
receiver, trustee or similar agent is appointed or takes possession with 
respect to any property or business of the defaulting party. The termination of 
this Agreement shall not relieve Customer from its obligations to immediately 
pay NetApp any sums accrued hereunder prior to such termination.

If Customer is using the Software for evaluation, the License expires thirty 
(30) days after Customer receives it.
  
Upon termination, Customer shall immediately cease all use of the Software, 
deinstall it, and return or destroy all copies of the Software and all portions 
thereof and the accompanying documentation and so certify to NetApp.  
When Customer installs upgraded Software, Customer loses its license to use the 
previous version. Customer must discontinue using the previous version 
immediately upon installing the upgrade.

Except for the Use License granted in Section 1, Customer's obligations under 
this Agreement shall survive termination. Termination is not an exclusive 
remedy and all other remedies will be available whether or not the License is 
terminated.
 
4. LIMITED WARRANTY AND DISCLAIMER

Subject to the conditions and limitations on liability stated in this 
Agreement, NetApp warrants for a period of ninety (90) days from Customer's 
receipt of the Software:  (a) that the Software will materially conform to 
NetApp's accompanying documentation for such Software; and (b) that the media 
containing the Software (but not the Software itself) is free from physical 
defects. This warranty covers only problems that  are reproducible and 
verifiable and does not cover software, or other items or any services provided 
by any persons other than NetApp or its authorized resellers or other agents. 
Maintenance and support, if any, are governed by a separate agreement. 
Software, which has been abused, misused, damaged in transport, modified, or 
subjected to unauthorized use, or installation, as determined by NetApp, shall 
void this warranty.

NETAPP'S LIABILITY WITH RESPECT TO THE SOFTWARE OR THE SOFTWARE'S PERFORMANCE 
UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY IS LIMITED 
EXCLUSIVELY TO SOFTWARE REPAIR OR REPLACEMENT, AT NETAPP'S OPTION. THE SOFTWARE 
AND THE ACCOMPANYING DOCUMENTATION  ARE OTHERWISE PROVIDED "AS IS" WITHOUT ANY 
WARRANTY INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS 
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW 
LIMITATIONS OF IMPLIED WARRANTIES; THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

5. LIMITATIONS OF LIABILITY

NETAPP'S TOTAL LIABILITY FOR ANY DAMAGE OR CLAIM ARISING FROM LICENSING OR USE 
OF THE SOFTWARE OR THE ACCOMPANYING DOCUMENTATION IS CUSTOMER'S TOTAL PURCHASE 
PRICE FOR THE SOFTWARE. NETAPP IS NOT LIABLE FOR ANY INCIDENTAL, EXEMPLARY, 
SPECIAL OR CONSEQUENTIAL DAMAGES; LOST OR CORRUPTED DATA, LOSS OF PROFITS, 
SAVINGS, OR REVENUES; OR FOR ANY OCCURRENCE BEYOND ITS CONTROL.
WARNING:  The hardware and software are not designed or intended for use in 
on-line control of equipment in hazardous environments such as the operation of 
nuclear facilities, aircraft, air traffic, aircraft navigation or aircraft 
communications, or in the design, construction, operation or maintenance of any 
nuclear facility, or in the operation or maintenance of any direct life support 
system. NetApp disclaims any express or implied warranty of fitness for such 
uses and shall not be liable for any costs, liabilities or damages resulting 
from the use of the hardware or software in such an environment. Customer 
agrees that it will not use or license the hardware or software for such 
purposes.

6. U.S. GOVERNMENT AND EXPORT REGULATIONS

If Customer is acquiring the Software and accompanying documentation on behalf 
of the U.S. Government, special provisions apply. If the Software is supplied 
to the Department of Defense ("DOD"), the Software is subject to "Restricted 
Rights," as that term is defined in the DOD Supplement to the Federal 
Acquisition Regulations ("DFAR") in paragraph 252.227-7013(c)(1). If the 
Software is supplied to any unit or agency of the United States Government 
other than DOD, the Government's rights in the Software will be defined in 
paragraph 52.227-19(c)(1) or (2) of the Federal Acquisition Regulations 
("FAR"), as applicable. Use, duplication, reproduction or disclosure by the 
Government is subject to such restrictions or successor provisions. 
Contractor/Manufacturer is: Network Appliance, Inc., 495 East Java Drive, 
Sunnyvale, CA 94089. Except as expressly licensed hereunder, all rights are 
reserved.

NetApp's Software is subject to U.S. export control laws and may be subject to 
export or import regulations in other countries. Customer must comply with all 
applicable regulations and obtain licenses to export, re-export, or import the 
Software.

Both parties, at all times, must comply with all applicable laws, ordinances, 
statutes, rules, and regulations.

7. TRANSFERABILITY OF LICENSE

THIS LICENSE IS PERSONAL TO CUSTOMER. CUSTOMER SHALL NOT ASSIGN, SUBLICENSE OR 
TRANSFER THE LICENSE OR THE AGREEMENT WITHOUT NETAPP'S PRIOR WRITTEN APPROVAL; 
ANY ATTEMPT TO DO SO SHALL BE VOID.

8. PATENT, COPYRIGHT AND PROPRIETARY RIGHTS INDEMNITY.  

NetApp shall, at its expense, defend and indemnify Customer for damages and 
reasonable costs incurred in any suit or claim brought against Customer 
alleging that the Products sold pursuant to this Agreement infringe any U.S. 
patent, copyright, trade secret or similar right provided that NetApp is 
promptly notified, rendered reasonable assistance by Customer as required, and 
permitted to direct the defense or settlement negotiations. NetApp shall have 
no liability for any infringing combinations arising from the integration of 
NetApp's Products together with other products provided by Customer or any 
third party.

Should the use of Product by Customer be enjoined, or in the event NetApp 
wishes to minimize its potential liability hereunder, NetApp may, at its 
option, either:  (i) substitute a fully equivalent non-infringing unit t; (ii) 
modify the infringing item so that it no longer infringes but remains 
functionally equivalent; (iii) obtain for Customer, at NetApp's expense, the 
right to continue use of such item; or (iv) take back such infringing item or 
items and refund to Customer the purchase price paid therefor, less 
depreciation amortized on a straight line basis.

9. COMPLIANCE WITH LAWS.

Each party shall comply all applicable federal, state, local and foreign laws 
and ordinances including, but not limited to all export laws, restrictions and 
regulations of the Department of Commerce or other United States or foreign 
agency or authority, the Occupational Safety and Health Act of 1970 (29 U.S.C. 
Sections 651, 678), the Fair Labor Standards Act of 1938 (29 U.S.C. Sections 
201-219), the Work Hours and Safety Act of 1962 (40 U.S.C. Sections 327, 333), 
the Equal Employment Opportunity (42 U.S.C. Sections 2000e, et seq.) and 
federal regulations governing affirmative action programs.
  
10. GENERAL

Any notice, report, approval or consent required or permitted by this Agreement 
shall be in writing. If any provision of this Agreement shall be adjudged by 
any court of competent jurisdiction to be unenforceable or invalid, that 
provision shall be limited or eliminated to the minimum extent necessary so 
that the obligations of the parties shall remain   in full force and effect and 
enforceable. This Agreement shall be deemed to have been made in, and shall be 
construed pursuant to, the laws of the State of California and the United 
States excluding their conflicts of laws provisions. Customer agrees that a 
material breach of this Agreement by it would cause irreparable injury to 
NetApp for which monetary damages would not be an adequate remedy and that 
NetApp shall be entitled to equitable relief in addition to any remedies it may 
have hereunder or at law. Any amendments or waivers  shall be effective only if 
made in writing by non-preprinted agreements clearly understood by both parties 
to be an amendment or waiver and signed by an authorized representative of each 
party. This Agreement is the final and complete Agreement between the parties 
relating to the license of the Software hereunder.  

