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Perforce Open Source End User License Agreement
2001-11-27
PERFORCE End User License Agreement for Open Source Software Development

1. Introduction
This is a License Agreement ("Agreement") between Perforce Software, Inc., a 
California corporation ("Perforce"), and ________________________ ("Customer"), 
in which Perforce grants Customer certain rights to use Perforce: The 
FastSoftware Configuration Management System, for the purpose of developing 
software to be distributed under an Open Source License.

2. Definitions
A. "Program" shall mean the machine-readable object code of the computer
software program or programs described in the Program Description attached
as Attachment A to the Agreement.
B. "Documentation" shall mean the user manual(s) and any other materials
supplied or made available by Perforce for use with the Program.
C. "Software" shall mean, collectively, the Program and the Documentation.
D. "Server" shall mean that component of the Program which accepts network
connections from other software programs and returns to such programs data
managed by the Program, or information about such data.
E. "License" shall mean Customer's worldwide, nonexclusive right to use
the Software which is granted by this Agreement.
F. "License File" shall mean an ASCII file containing an encoded license string
which enables the Program to operate in a specified multi-user configuration.
G. "Delivery Date" shall mean the date that Perforce transfers or allows
Customer to transfer a License File for the Program to Customer's location by
electronic mail or file transfer over a network.
H. "Per Human Being"  shall describe that form of software license which
restricts the licensed software to being used by a specified maximum number of
individual users, irrespective of whether such use is concurrent.
I. "Open Source License" shall mean  a licensing arrangement as described in
Section 9 of this Agreement.
J. A "Read-Only User" is a person who uses the Server in such a way as to
be prevented by the Server from changing the data managed by the Server.

3. Items Provided by Perforce
A. Perforce shall furnish Customer with the Software, as it is described
in Attachment A. Program will be made available to be downloaded in
machine-readable object code form by electronic file transfer. The
Documentation will be delivered electronically as machine readable text files
suitable for printing.  Customer may copy, print, or reproduce the
Documentation without restriction, provided that all copyright and other
proprietary notices are reproduced substantially similar to the originals.
B. Perforce shall furnish to Customer one copy of the Program modules for each
computer on which it is to run as designated in Attachment B.
C. Perforce shall furnish to Customer a License File which will enable
the Program to operate in the configuration specified in Attachment B.
D. Customer acknowledges and agrees that it has independently verified that the
Software is appropriate for the purposes for which Customer intends to use it,
and that Customer did not rely upon any skill or judgment of Perforce in such
selection.

4. Grants of License
A. Perforce hereby grants to Customer a world-wide non-exclusive license to use
the Software for Customer's own direct use for the purpose of managing data
distributed under an Open Source License.
B. Customer may make any additional copies of the Software to the extent
necessary for use of the Program. In addition, Customer may copy the Software
for archival or backup purposes. Customer shall reproduce and include copyright
or other proprietary notices on any copies in substantially the same form as
appears in or on the original copies provided to Customer.
C. The Program is configured by Perforce to support the number of users
specified in Attachment B.  The Program is licensed on a Per Human Being basis,
with the maximum number of users permitted to use the Server being that
quantity specified in Attachment B.  Customer understands that the Program
enforces this limitation, and that any failure of the Program to perform in
conformance with the Documentation in response to users in excess of the number
specified in Attachment B is not a defect in the Program.
D. Notwithstanding any other provision of this Agreement, it is the intent of
the parties that an unlimited number of Read-Only Users be licensed to use the
Program.
E. Perforce hereby reserves all rights in and to the Software that are not
specifically granted by this license Agreement.

5. Software Support
A. The Program is provided "AS IS," without any software support.

6. Customer's Obligations
A. The License is provided to Customer at no charge.
B. Customer agrees that all data managed by the Program will be distributed
exclusively under the Open Source License which appears in Attachment C.  Use
of the Software for any other purpose constitutes a material breach of this
Agreement.
C. Customer will configure the Server to allow it to receive connections from
software programs running on Perforce's computer systems, and to permit
unrestricted access to any Read-Only User who connects to Customer's Server via
such a connection.

7. Warranties and Indemnification
A. Customer will indemnify and hold harmless Perforce, and all its successors
in interest, subsidiaries, affiliates, and their officers, employees and
agents,from all liability arising from use of the Software by Customer or by
any successors in interest of Customer.
B. DISCLAIMER OF WARRANTY.    CUSTOMER RECEIVES THE SOFTWARE  AS
IS. PERFORCE DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND,
EITHER EXPRESS OF IMPLIED, INCLUDING BUT NOT LIMITED TO ALL
WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. OTHER
WRITTEN OR ORAL STATEMENTS BY PERFORCE, ITS REPRESENTATIVES OR
OTHERS DO NOT CONSTITUTE WARRANTIES OR CONDITIONS OF PERFORCE.
NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT
ERRORS WILL BE CORRECTED AT A PARTICULAR TIME. CUSTOMER ASSUMES
RESPONSIBILITY FOR THE SELECTION AND TESTING OF THE SOFTWARE TO
ACHIEVE CUSTOMER'S INTENDED RESULTS AND FOR THE INSTALLATION
USE AND RESULTS OBTAINED FROM IT. THESE LIMITATIONS DO NOT AFFECT
CUSTOMER'S STATUTORY RIGHTS AS A CONSUMER, IF ANY.
C. NO CONSEQUENTIAL DAMAGES. EXCEPT AS DESCRIBED IN PARAGRAPH
13(B) BELOW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
AND LOSS OF PROFITS), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
D. EXCLUSIVE REMEDY.    THE PROVISIONS OF THIS SECTION 7 STATE THE
EXCLUSIVE LIABILITY OF PERFORCE, AND THE EXCLUSIVE REMEDY OF
CUSTOMER, WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, OR
TRADE SECRET INFRINGEMENT.


8. Intellectual Property
A. Customer acknowledges and agrees that it obtains no ownership rights in the
Software under the terms of this Agreement, and that Perforce has and retains
all right, title, interest and ownership in and to the Software, and in any
copies or updates of the Software whether made by Customer or Perforce.
B. Customer acknowledges that the Software constitutes proprietary information
and trade secrets of Perforce, whether or not any portion of the Software is or
may be the subject of a valid copyright or patent.
C. Customer may not alter any proprietary markings on the Software, including
copyright, trademark, trade secret, and patent legends.
D. Any authorized copies of the Software made by Customer shall contain a
reproduction or equivalent of the copyright notice or other proprietary
markings appearing on the Program and Documentation delivered by Perforce.
E. Customer may not decompile, disassemble, or reverse engineer the Program.
F. Perforce shall retain the copyright to all enhancements to the Software.

9. Open Source Licenses
A. An Open Source License is a licensing arrangement which, in the exclusive
judgment of Perforce, constitutes an open source license.
B. Perforce considers the following licensing agreements to be Open Source
Licenses:
  1. The GNU general public license, version 2
  2. The GNU lesser general public license, version 2.1
  3. The GNU library public license
  4. A license consisting exclusively of the following language, verbatim:
     "Redistribution and use in source and binary forms, with or without
      modification, are permitted."
C. No licensing arrangement other than the ones enumerated in the previous
paragraph constitutes an Open Source License unless Perforce provides Customer
with written notice that the licensing arrangement, in Perforce's judgment,
constitutes an Open Source License.

10. Term and Termination
A. Notwithstanding any other provision of this Agreement, any material breach
of any provision of this Agreement by Customer shall be grounds for immediate
termination of this Agreement and the License granted by it, without further
obligation by Perforce to Customer.
B. This Agreement shall be in effect for a term of one year, beginning on the
Delivery Date and ending on the first anniversary of the Delivery Date.
C. Upon expiration of this Agreement, Perforce may, at its option and its sole
discretion, renew this Agreement for a further term of one year. Perforce will
not withhold such renewal unreasonably. However, no provision of this Agreement
shall be interpreted as a promise or commitment by Perforce to renew this
Agreement upon expiration of its one-year term.
D. The License granted by this Agreement shall be in effect only for so long as
this Agreement is in effect. Upon expiration or termination of this Agreement in
any manner described herein, all rights granted by Perforce to Customer under
this Agreement, including th eLicense, shall revert to Perforce, and Customer
shall have no further rights to use the Software; provided, however, that all
limitations and obligations under Sections 2, 7, 8, 11,13, and 14 of this
Agreement shall survive any termination or expiration of this Agreement,and
shall continue to bind the parties.
E. If Perforce notifies Customer in writing that this Agreement has terminated
in any manner described herein, Customer shall, within fifteen (15) days of such
notice, (i) discontinue all use of the Software; (ii) remove all copies of the
Software contained in any computer memory or data storage device under the
control of Customer; and (iii) certify to Perforce in writing that it has
complied with the requirements of this Paragraph 10(E).

11. Arbitration and Mediation
A. Except as described in Paragraph 13(B), if any dispute arises under the
terms of this Agreement, the parties agree to select a mutually agreeable
neutral third party to help them mediate it.  If the mediation is unsuccessful,
the parties agree that the dispute shall be decided by binding arbitration under
the rules issued by the American Arbitration Association.  The decision of the
arbitrator shall be final. Costs and fees (other than attorneys fees) associated
with the mediation or arbitration shall be shared equally by the parties.  Each
party shall be responsible for its Attorneys fees associated with arbitration.

12. Assignment, Delegation and Sublicensing
A. Customer may not sell, transfer, assign, delegate, subcontract, or
sub-license the License, or any other rights or obligations under this
Agreement, without the prior written consent of Perforce.

13. Remedies
A. Liquidated Damages.    The parties agree that  it would be would be
impracticable or extremely difficult to calculate Perforce's damages in the
event of a breach by Customer of Customer's obligations under Paragraph 6(B). 
Therefore, the parties agree that a reasonable measure of Perforce's  damages in
the event of such a breach is the commercial price, as published on Perforce's
World Wide Web site, of a  commercial  license for the use of the Software by
the number of users specified in Attachment B, including technical support
fees for one year.
B. Equitable Remedies.  The parties recognize that money damages may not be an
adequate remedy for any breach or of any obligation hereunder by Customer
involving intellectual property or use of the Program beyond the scope of the
license granted by this Agreement.The parties therefore agree that in addition
to any other remedies available hereunder, bylaw or otherwise, Perforce and any
third party from whom Perforce has licensed software or technology may be
entitled to seek injunctive relief against any such continued breach by Customer
of such obligations.

14. General
A. Applicable Law.  This Agreement shall be construed pursuant to substantive
law of the State of California, excluding any choice of law rules.
B. Public Reference. Customer consents to the public use of its name as a
customer of Perforce, unless Customer notifies Perforce in writing that it
withholds such consent.
C. Modification.  This Agreement may not be modified or amended except by
written notice which is signed by authorized representatives of each of the
parties.
D. No Waiver.  The failure of either party to exercise any right or the waiver
by either party of any breach, shall not prevent a subsequent exercise of such
right or be deemed a waiver of any subsequent breach of the same of any other
term of the Agreement.
E. Exclusive Jurisdiction and Venue.   Any cause or action arising out of or
related to this Agreement, including an action to confirm or challenge an
arbitration award, may only be brought in the courts of applicable jurisdiction
in California at Alameda County, and the parties hereby submit to the
jurisdiction and venue of such courts.
F. Written Notice.  Any written notice from one party to the other required by
this Agreement shall be deemed made on the date of mailing if sent by certified
mail or overnight courier and addressed to the address specified below.  
Written notice sent by any other means shall be deemed made on the date it is
received by the party to whom it is directed.  Notice sent by facsimile or by
electronic mail shall not be deemed "written notice" as contemplated by this
Agreement.
G. Entire Agreement. This Agreement, including its Attachments, constitutes
the sole and entire agreement of the parties with respect to the subject matter
hereof and supersedes any prior oral or written promises or agreements. There
are no promises, covenants or undertakings other than those expressly set forth
in this Agreement.
H. No Election of Remedies.   The pursuit by either party of any remedy to
which it is entitled at any time shall not be deemed an election of remedies or
waiver of the right to pursue any other remedies to which it may be entitled.
I. Independent Contractors.  Nothing in this Agreement shall be deemed or
construed by the parties or by any other entity to create an agency, partnership
or joint venture between Customer and Perforce.
J. Severability.  If any provision of this Agreement or any Attachment hereto
is held invalid or otherwise unenforceable, the enforceability of the remaining
provisions of this Agreement and the Attachments will not be impaired thereby.
K. Attachments.  Attachments A, B and C hereto are incorporated into and made
part of this Agreement.

14. Signatures
Perforce and Customer have read this Agreement and agree to be
bound by its terms, in witness whereof the authorized representatives of each
party have affixed their signatures
below.
Customer
_________________________________
Signature
_________________________________
Name (Print or Type)
_________________________________
Title
_________________________________
Date
Perforce Software, Inc.
_________________________________
Signature
_________________________________
Name (Print or Type)
_________________________________
Title
_________________________________
Date
Customer's mailing address:
_________________________________
_________________________________
_________________________________
Email:  __________________________
Phone: __________________________
Perforce's mailing address:
Perforce Software, Inc
2320 Blanding Avenue
Alameda, CA  94501
USA

Attachment A: Program Description
The Program to be delivered as per this Agreement, PERFORCE - The Fast Software 
Configuration Management System, is a software configuration management system,
providing repository, versioning, change control, shared access, integration,
communication, auditing, and reporting services for groups of engineers,
technicians and managers developing, maintaining and releasing production
software. The Program functions as described in the PERFORCE Users'
Guide. Perforce maintains a published list of platforms on which the Program is
supported. PERFORCE is a connection-based client/server system operating across
heterogeneous platforms. The Program version of PERFORCE is comprised of a
principal server program, p4d,one instance of which runs on a server machine
and manages access to the central repository, or" depot,"  in the Server
Installation; and a principal client program, p4, instances of which are invoked
locally on each host machine containing a Client Workspace. Other
utility,administration and demonstration programs may be included as
well. Typically each user will have his/her own dedicated client installation,
which contains copies of files from the repository at particular revisions. The
server comprises a request handler, a data manager and a file librarian. The
data manager implements database services and maintains a control meta-database
describing the status and history of versioned files in the depot
and transactions against the depot. The librarian implements an archive of
versioned files. The request handler acts as an executive, sequencing actions
and managing communication with the client. PERFORCE provides a transactional
change model based on atomic submissions of multiple files as one transactional 
"change."  PERFORCE provides a mechanism for selectively maintaining
synchronization of client work areas with the server so that client
installations can be reliably brought up to date. Once fetched, client files are
localized on the client.PERFORCE supports parallel development (branching) and
integration and reconciliation of parallel changes. PERFORCE provides for
reporting from the depot on the status of clients, file change histories, and
work in progress.

Attachment B: Licensed Platform Configuration
The Licensed Configuration for __________________________________ (Customer),
detailing the specific platforms for which the Program will be supplied and to
which this Agreement applies, is as follows:
Server Licensing Information:
Server IP Address:  ___________________________________________________________
Operating System:   ___________________________________________________________
Number of Users:    ___________________________________________________________

Attachment C:  Customer's License
Customer will make all data managed by Program publicly available under the 
license reproduced below. [If the license is on a separate sheet of paper, 
please attach it, write "Attachment C, cont." on it,and initial it.]