2 May 2005 AIM2-A2-GZ40-20Software and Firmware License AgreementThe terms and conditions of this License Agreement (the “Agreement”) will applyto the software and/or firmware (individually or collectively the “Software”)incorporated into the Paradyne product (the “Product”) purchased by you and anyderivatives obtained from the Software, including any copy of either. If you haveexecuted a separate written agreement covering the Software supplied to youunder this purchase, such separate written agreement shall govern.Paradyne Corporation (“Paradyne”) grants to you, and you (“Licensee”) agree toaccept a personal, non-transferable, non-exclusive, right (without the right tosublicense) to use the Software, solely as it is intended and solely as incorporatedin the Product purchased from Paradyne or its authorized distributor or resellerunder the following terms and conditions:1. Ownership: The Software is the sole property of Paradyne and/or its licensors.The Licensee acquires no title, right or interest in the Software other than thelicense granted under this Agreement.2. Licensee shall not use the Software in any country other than the country inwhich the Product was rightfully purchased except upon prior written notice toParadyne and an agreement in writing to additional terms.3. The Licensee shall not reverse engineer, decompile or disassemble theSoftware in whole or in part.4. The Licensee shall not copy the Software except for a single archival copy.5. Except for the Product warranty contained in the manual, the Software isprovided “AS IS” and in its present state and condition and Paradyne makesno other warranty whatsoever with respect to the Product purchased by you.THIS AGREEMENT EXPRESSLY EXCLUDES ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, INCLUDINGWITHOUT LIMITATION:a. Any warranty that the Software is error-free, will operate uninterrupted inyour operating environment, or is compatible with any equipment orsoftware configurations; andb. ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUTLIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.Some states or other jurisdictions do not allow the exclusion of impliedwarranties on limitations on how long an implied warranty lasts, so the abovelimitations may not apply to you. This warranty gives you specific legal rights,ONCE YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITSTERMS, YOU MAY USE THE SOFTWARE AND/OR FIRMWARE INCORPORATEDINTO THE PARADYNE PRODUCT. BY USING THE PARADYNE PRODUCT YOUSHOW YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT.IN THE EVENT THAT YOU DO NOT AGREE WITH ANY OF THE TERMS OF THISLICENSE AGREEMENT, PROMPTLY RETURN THE UNUSED PRODUCT IN ITSORIGINAL PACKAGING AND YOUR SALES RECEIPT OR INVOICE TO THELOCATION WHERE YOU OBTAINED THE PARADYNE PRODUCT OR THELOCATION FROM WHICH IT WAS SHIPPED TO YOU, AS APPLICABLE, AND YOUWILL RECEIVE A REFUND OR CREDIT FOR THE PARADYNE PRODUCTPURCHASED BY YOU.