
      
The MathWorks, Inc.
Software License Agreement 


IMPORTANT NOTICE


READ THE TERMS AND CONDITIONS OF YOUR LICENSE AGREEMENT CAREFULLY 
BEFORE COPYING, INSTALLING, OR USING THE PROGRAMS OR DOCUMENTATION.

THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM REPRESENTS 
THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE MATHWORKS, INC. 
("MATHWORKS") CONCERNING THE PROGRAM(S) AND DOCUMENTATION.

BY COPYING, INSTALLING, OR USING THE PROGRAMS AND DOCUMENTATION, YOU 
ACCEPT THE TERMS OF THIS AGREEMENT.  IF YOU ARE NOT WILLING TO DO SO, 
DO NOT COPY, INSTALL, OR USE THE PROGRAMS AND DOCUMENTATION. 


_________________________________________________________________

The MathWorks, Inc. Software License Agreement

Installation and Use Addendum (if applicable)

Academic Installation and Use Addendum (if applicable)

Student Version Installation and Use Addendum (if applicable)

Deployment Addendum 

 

The MathWorks, Inc. Software License Agreement


1. DEFINITIONS. 

    1.1. "Licensee" means you, whether an individual or an entity, to whom 
    MathWorks grants the License, and who is responsible for complying with the
    contractual obligations of the License, and ensuring that anyone permitted
    access to the Programs also complies with such obligations.  

    1.2. "Affiliate" means a legal entity which is controlled by, or controls, 
    or is under common control with Licensee.  Control means (i) beneficial
    ownership of at least fifty percent (50%) of the voting securities of a
    corporation or other business organization with voting securities, or (ii)
    a fifty percent (50%) or greater interest in the profits and capital of a
    partnership or other business organization without voting securities,
    provided that no other individual or entity other than the Licensee also
    has an equal fifty percent (50%) ownership or interest in the legal entity.

    1.3. "Application" shall have the meaning ascribed to it in Section 4.1 of 
    the Deployment Addendum anywhere the term is used in the upper case in this
    Agreement.

    1.4. "Computer" means a single physical hardware system containing a 
    maximum of four (4) Processors.  Each hardware partition, or blade in a
    blade server, is considered to be a separate Computer, and a hardware
    system with more than four (4) Processors is considered to be more than one
    Computer.   

    1.5. "Documentation" means the user guides, if any, accompanying delivery
    of a Program, as may be updated from time to time, including the bug
    reports made available at www.mathworks.com/support/bugreports.
    Documentation may be delivered in any medium or language. 

    1.6. "Internal Operations" means the use of a Program by employees, 
    consultants, student interns, and software administration contractors of
    Licensee or an Affiliate on behalf of the Licensee or Affiliate.  

    1.7. "Licensed User" means an individual authorized by the Licensee to use
    the Programs for  Licensee's Internal Operations, to the extent permitted
    by the License Option acquired.

    1.8. "License Manager" means the FlexNet license management software 
    provided with the Program(s), or the MathWorks Hosted License Manager, as
    the context requires.

    1.9. "License Option" means the specific rights, restrictions, and 
    obligations under which Licensee may install and use a Program pursuant to
    this Agreement, including those related to the permitted Activation Type
    associated with the License Option acquired, as described in the applicable
    Installation and Use Addendum, and including restrictions associated with
    the License being an "Annual License," "Term License," "Perpetual License,"
    "Student License," or "Certain MATLAB Distributed Computing Server ("MDCS")
    Uses," as described under Article 9. 

    1.10. "Licensor" means the person who, or entity which, grants a license to
    MathWorks to redistribute that person's or entity's intellectual property.

    1.11. "Perpetual License" means the right to use the License indefinitely 
    provided that the Licensee always remains in compliance with the terms of
    this Agreement. 

    1.12. "Processor" means a single integrated circuit on the motherboard of 
    a Computer that contains one or more cores which are used for interpreting
    software instructions and processing data contained in software programs. 

    1.13. "Program" means the software licensed hereunder, including 
    Documentation, enhancements and error corrections.  Each product licensed
    hereunder is a separate Program.  

    1.14. "Third Party" means any person or legal entity that is not MathWorks,
    the Licensee, or an Affiliate.  

    1.15. "Third Party Software" means the software referenced in Article 7 of 
    this Agreement.

2. ACCEPTANCE AND REFUNDS.  If Licensee does not accept the terms and 
conditions of this License and any applicable Addendum, or if Licensee
terminates this License, for any reason, within thirty (30) days of Program
delivery (the "Acceptance Period"), then Licensee shall immediately return the
Programs licensed hereunder to MathWorks or the authorized distributor from
whom Licensee acquired the Programs and, if returned within the Acceptance
Period, shall receive a full refund.  By retaining a Program throughout the
Acceptance Period, Licensee accepts the applicable rights, and agrees to be
bound by the applicable obligations and restrictions, of this Agreement
including the License Option acquired with respect to that Program.

3. LICENSE GRANT.  The MathWorks Programs are licensed, not sold.  
MathWorks hereby grants to Licensee, subject to the terms of this Agreement, a
nonexclusive license (the "License") to:

    3.1. install and use the Programs solely on Computers controlled by 
    Licensee, in accordance with the License Option acquired and associated
    permitted Activation Type provisions contained in the relevant Installation
    and Use Addendum, and solely for Internal Operations; 

    3.2. provide access to online Documentation on Licensee's intranet, 
    provided it is not accessible over the open Internet; 

    3.3. print portions of the online Documentation for reasonable use by 
    Licensed Users; and 

    3.4. use the Programs as expressly set forth in the Deployment Addendum.

4. LICENSE RESTRICTIONS.  The License is subject to the express restrictions set forth below.  Licensee shall not, and shall not permit any Affiliate or any Third Party to:

    4.1. modify, or create any derivative work of, a Program or any part of the 
    licensed Programs, except as expressly permitted in Article 7 and the
    Deployment Addendum.  Notwithstanding anything to the contrary contained
    herein, any such permitted modifications must be consistent with all other
    terms of this Agreement;  

    4.2. adapt, translate, copy, or convert all or any part of a Program in 
    order to create software, a principal purpose of which is to perform the
    same or similar functions as Programs licensed by MathWorks or to replace
    any component of the Programs; 

    4.3. rent, lease, or loan the Programs; use the Programs for supporting 
    Third Parties' use of the Programs, time share the Programs, or provide
    service bureau or similar service use;

    4.4. disassemble, decompile, reverse engineer a Program, or any portion 
    thereof, or attempt to gain access to its method of operation or source 
    code;

    4.5. sell, license, sublicense, provide access, publish, display, 
    distribute, disseminate, assign, or otherwise transfer (whether by sale,
    exchange, lease, gift, or otherwise) to a Third Party the Programs, any
    copy or portion thereof, or any License or other rights thereto, in whole
    or in part, without MathWorks' prior written consent, except as expressly
    permitted in the Deployment Addendum; 
 
    4.6. alter, remove, or obscure any copyright, trade secret, patent, 
    trademark, logo, proprietary and/or other legal notices on or in copies of
    the Programs;

    4.7. use MathWorks' name, trade names, logos, or other trademarks of 
    MathWorks or any of its Affiliates or Licensors in any advertising,
    promotional literature or any other material, whether in written,
    electronic, or other form, distributed to any Third Party, except in the
    form provided by MathWorks, and then solely for purposes of identifying
    MathWorks' Programs;

    4.8. provide access (directly or indirectly) to the Programs via a web or 
    network Application, except as permitted in Article 8 of the Deployment
    Addendum;  

    4.9. copy, make available for copy, or otherwise reproduce the Programs, in
    whole or in part, except either (a) as may be required for their
    installation for the purpose of executing the Program in accordance with
    the License Option and associated permitted Activation Type, (b) as
    expressly permitted in the Deployment Addendum, or (c) to make a reasonable
    number of copies solely for back-up purposes provided that any such
    permitted copies shall reproduce all copyright, trade secret, patent, logo,
    proprietary and/or other legal notices contained in the original copy
    obtained from MathWorks; 

    4.10. access or use Programs that Licensee is not currently licensed to 
    access or to use; 

    4.11. allow the Programs to be accessed or used by a Third Party except as
    specifically provided in this Agreement; 

    4.12. disclose or transfer the activation key, login credentials, and/or 
    license file to a Third Party,  or allow them to be used by a Third Party
    except as provided herein;

    4.13. republish the Documentation, except as expressly permitted in 
    Article 3;

    4.14. create a server for code generation or deployment Applications;

    4.15. disable or circumvent any technical limitations in the Programs or 
    disregard other limitations as set forth in
    www.mathworks.com/ineligible_programs including those limitations that
    prevent certain Programs or Program components from being compiled,
    distributed, called from a web application, or used with the MATLAB
    Distributed Computing Server, as the case may be.  Licensee agrees not to
    work around these limitations;

    4.16. access, enable access to, modify, translate, or deploy temporary 
    intermediate files produced by a Program;

    4.17. make any use of the License on behalf of or for the benefit of a 
    Third Party in any manner that would constitute a violation of this License
    if such use were directly made by the Third Party; 

    4.18. acquire the License if a principal purpose of the acquisition is to 
    transfer or assign the License to a Third Party; and/or

    4.19. mechanize or automate the process of checking out or in license keys
    for one or more Programs, including by running a second session of a
    Program, running a Program to serve multiple users, or rebooting the
    License Manager, for a principal purpose of minimizing the License check
    out time of any Programs, or otherwise circumventing the intended License
    Manager operation.  

5. ADDITIONAL FEES. The fees for the License are determined based upon the
country where all Licensed User(s) are principally located.  Additional fees
may apply to a transfer of the License, or the principal location of any
Licensed User, to another country, or to contract for global use.  MathWorks
may restrict a transfer of a License to another country or restrict its use in
another country if MathWorks reasonably believes that such transfer or use will
result in a breach of this Agreement.

6. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS.  The
Programs shall at all times remain the property of MathWorks and/or MathWorks'
Licensors and Licensee shall have no right, title, or interest therein, except
as expressly set forth in this Agreement.  Licensee shall take appropriate
action by instruction, agreement, or otherwise with any persons permitted
access to the Programs, so as to enable Licensee to satisfy its obligations
under the terms of this Agreement, including disabling access to the Programs,
in the event of a transfer of the License.  

7. LICENSES FOR THIRD PARTY SOFTWARE.  MathWorks has been granted licenses to
distribute certain Third Party Software as part of or included with the
Programs licensed.  These licenses require MathWorks to distribute the software
to Licensee subject to specific terms and conditions, which may provide rights
and impose restrictions for use of the Programs, including deployment of
Applications, that are different from or additional to those contained herein.
Should such Third Party Software be provided under the Lesser General Public
License, Licensee may make modifications of the work identified in Section 6 of
the Lesser General Public License for Licensee's own use and reverse
engineering for debugging such modifications.  Licensee agrees that acceptance
of this Agreement also confirms Licensee's acceptance of any applicable Third
Party Software licenses. Such Third Party licenses may be viewed at
www.mathworks.com/thirdpartylicenseagreementsR2012b. 

8. SOFTWARE MAINTENANCE SERVICE. During any paid Software Maintenance Service
term, if applicable, MathWorks shall provide its customary Software Maintenance
Service for the licensed Programs which consists of:  delivering subsequent
releases of the Programs, if any, that are not charged for separately; exerting
reasonable efforts to both (a) provide, within a reasonable time, workarounds
for any material programming errors in the current release of the Programs that
are directly attributable to MathWorks, and (b) correct such errors in the next
available release, provided Licensee provides MathWorks with sufficient
information to identify the errors.  During this same paid Software Maintenance
Service term, Licensee shall also be entitled to receive technical support for
the current release.  Technical support means assistance by telephone, web, and
e-mail with the installation and/or use of the then-current release of the
licensed Programs, including all available bug fixes and patches, and their
interaction with supported hardware and operating systems ("Platforms").
MathWorks reserves the option to discontinue, in whole or in part, and at any
time, offering Software Maintenance Service and/or technical support for any
Program, feature of a Program, or Platform. 

9. LICENSE DURATION ("TERM").  This Agreement shall continue until the earlier
of (a) termination by MathWorks or Licensee as provided below, or (b) such time
as there are no Programs being licensed to Licensee hereunder.  

    9.1. For Annual Licenses:  Licensee understands and agrees that each Annual
    License and associated Software Maintenance Service will expire
    automatically and the Programs will stop operating promptly after its
    corresponding one (1) year period, unless Licensee renews its License by
    remitting the then-current annual License fee and provided the Licensee
    always remains in compliance with the terms of this Agreement. 

    9.2. For Term Licenses:  Licensee understands and agrees that each Term 
    License and associated Software Maintenance Service will expire
    automatically and the Programs will stop operating promptly after the
    corresponding period of the term licensed, unless Licensee renews its
    License by remitting the then-current term License fee and provided the
    Licensee always remains in compliance with the terms of this Agreement.

    9.3. For Perpetual Licenses:  Licensee shall have the right to use the
    Programs indefinitely, subject to the termination provisions in this
    Agreement.  Licensee understands and agrees that the Software Maintenance
    Service for each Perpetual License will terminate automatically upon
    expiration of the initial Software Maintenance Service term included with
    the acquisition of the License.  Thereafter, the Software Maintenance
    Service term may be renewed for any Program, at the then-current price, and
    for the then-applicable term, as long as MathWorks offers such Software
    Maintenance Service for such Program and provided the Licensee always
    remains in compliance with the terms of this Agreement. 

    9.4. For Student Licenses:  See the Student Version Installation and Use
    Addendum for the License Term.

    9.5. For Certain MDCS Uses:  Licensee's use of MDCS in the manner described
    in Section 3.3.2 of either the Installation and Use Addendum or the
    Academic Installation and Use Addendum may be terminated at any time upon
    sixty days' notice, or sooner if, for any reason, MathWorks is
    involuntarily required to terminate the availability of such use.

10. TERMINATION.  MathWorks may terminate this Agreement and all Licenses
granted hereunder by written notice to Licensee if Licensee breaches any
material term of this Agreement, including failure to pay any License fees due,
and Licensee has not cured such breach within sixty (60) days of written
notification.  MathWorks may immediately terminate upon notice this Agreement
and all Licenses granted hereunder should Licensee breach the terms and
conditions of Articles 3, 4, 6, and/or 11.  If Licensee or any of its
Affiliates commences or participates in any legal proceeding against MathWorks
or any of MathWorks' Affiliates challenging or asserting any intellectual
property rights in or against any of the Programs licensed hereunder, then
MathWorks may, without waiving any other legal rights or remedies available to
it, immediately terminate this License. The foregoing sentence only applies to
(a) a Licensee who has as its principal business the holding of patents and who
does not engage, either directly or through an Affiliate, in any material
active business of making products that embody the patents or (b) a Licensee
who engages, either directly or through an Affiliate, in a principal business
of licensing or making available commercial off the shelf ("COTS") software to
Third Parties. Licensee may terminate this License at any time, for any reason.
Licensee shall not be entitled to any refund if this License is terminated,
except for License fees paid for any Programs for which the Acceptance Period
has not expired at the time of termination.  Upon termination for any reason,
Licensee shall promptly return all but archival copies of the Programs in
Licensee's possession or control, or promptly provide written certification of
their destruction.  

11. EXPORT CONTROL.  The Programs may be subject to U.S. export control laws or
other (U.S. and non-U.S.) governmental export and import laws and regulations.
Notwithstanding any other term of this Agreement or Third Party agreement,
Licensee's rights under this Agreement may not be exercised by Licensee or any
Third Party in violation of such laws and regulations, nor may this Agreement
be transferred to any party where doing so would result in such a violation.
The terms of any limitation on the use, transfer or re-export of the Programs
imposed by MathWorks in any Destination Control Statement or other document for
the purpose of export control shall prevail over any term in this Agreement.
It shall be Licensee's responsibility to comply with the latest United States
or other governmental export and import regulations. 

12. FEDERAL ACQUISITION.  This provision applies to all acquisitions of the
Programs and Documentation by, for, or through the federal government of the
United States.  By accepting delivery of the Programs or Documentation, the
government hereby agrees that this software or documentation qualifies as
commercial computer software or commercial computer software documentation as
such terms are used or defined in FAR 12.212, DFARS Part 227.72, and DFARS
252.227-7014.  Accordingly, the terms and conditions of this Agreement and only
those rights specified in this Agreement, shall pertain to and govern the use,
modification, reproduction, release, performance, display, and disclosure of
the Programs and Documentation by the federal government (or other entity
acquiring for or through the federal government) and shall supersede any
conflicting contractual terms or conditions.  If this License fails to meet the
government's needs or is inconsistent in any respect with federal procurement
law, the government agrees to return the Programs and Documentation, unused, to
MathWorks. 

13. FOR EUROPEAN UNION LICENSEES ONLY.  Any contractual provisions of this
Agreement contrary to laws implemented pursuant to Article 6 of Directive
2009/24/EC of the European Parliament and of the Council of 23 April 2009 on
the legal protection of computer programs or to the exceptions provided for in
Article 5(2) and (3) of such Directive shall be null and void solely to the
extent decompiling, disassembling, or otherwise reverse-engineering of the
Programs is necessary to enable the Licensee to create an independent program
that is interoperable with the Programs or any other permitted objectives
specified by such laws implemented under such directive (collectively, the
"Permitted Objectives"), provided that any such information gained is used
solely for such Permitted Objectives and solely in the European Union

14. TAXES, DUTIES, CUSTOMS.  Absent appropriate exemption certificates or other
conclusive proof of tax exempt status, Licensee shall pay all applicable sales,
use, excise, value-added, and other taxes, duties, levies, assessments, and
governmental charges payable in connection with this Agreement or the Licenses
granted hereunder, excluding taxes based on or measured by MathWorks' income,
for which MathWorks shall be solely responsible. 

15. ASSIGNMENT.  Licensee may not assign or otherwise transfer this Agreement
and any License hereunder, by operation of law or otherwise, without the
written consent of MathWorks.  Licensee agrees that MathWorks may withhold such
consent if it determines, in its sole discretion, that a principal purpose of
the acquisition of this License was to assign the License to a Third Party.
In the case of any permitted or other lawful assignment or transfer, the terms
of this Agreement including any License hereunder shall be binding upon, and
inure to the benefit of, the transferee or assignee.  MathWorks may charge
Licensee an administrative fee for any permitted assignment.  

16. LIMITATION OF LIABILITY.  The Programs should not be relied on as the sole
basis to solve a problem or implement a design whose incorrect solution or
implementation could result in injury to person or property.  If a Program is
employed in such a manner, it is at the Licensee's own risk and MathWorks and
its Licensors explicitly disclaim all liability for such misuse to the extent
allowed by law.  MathWorks' and MathWorks' Licensors' liability for death or
personal injury resulting from negligence or for any other matter in relation
to which liability by law cannot be excluded or limited shall not be excluded
or limited.  Except as aforesaid, (a) any other liability of MathWorks and its
Licensors (whether in relation to breach of contract, negligence or otherwise)
shall not in total exceed the amount paid to MathWorks under this Agreement in
the twelve month period preceding the claim in question, for the Program with
respect to which the liability in question arises; and (b) MathWorks and its
Licensors shall have no liability for any indirect or consequential loss
(whether foreseeable or otherwise and including loss of profits, loss of
business, loss of opportunity, and loss of use of any computer hardware or
software).  Some states do not allow the exclusion or limitation of incidental
or consequential damages, so the above exclusion or limitation may not apply to
Licensee. 

17. LIMITED WARRANTY/LIMITATION OF REMEDIES.  MathWorks warrants that
MathWorks, on its own behalf or through its Licensors, has the right to grant
the License rights hereunder.  MathWorks warrants that the physical media
provided shall be free from defects in material and workmanship for a period of
ninety (90) days from delivery, or it will be replaced by MathWorks at no cost
to Licensee.  MathWorks further warrants, for a period of one (1) year from
delivery or for the term of the License, whichever is less, that each copy of
each Program will conform in all material respects to the description of such
Program's operation in the Documentation.  In the event that a Program does not
operate as warranted, Licensee's exclusive remedy and MathWorks' sole liability
under this warranty shall be the correction or workaround by MathWorks of major
defects within a reasonable time.  Should such correction or workaround be
impractical, MathWorks may, at its option, terminate the relevant License and
refund the initial License fee paid to MathWorks for such Program.  All
requests for warranty assistance should be directed to The MathWorks, Inc., 3
Apple Hill Drive, Natick, MA 01760-2098, U.S.A.

18. DISCLAIMER OF WARRANTIES.  Except for warranties expressly set forth in
Article 17 of this Agreement (or as implied by law where the law provides that
the particular terms implied cannot be excluded by contract), any and all
Programs, Documentation, and Software Maintenance Services are delivered "as
is" and MathWorks makes and the Licensee receives no additional express or
implied warranties.  MathWorks and its Licensors hereby expressly disclaim any
and all other conditions, warranties, or other terms of any kind or nature
concerning the Programs, Documentation, and Software Maintenance Services
(including, without limitation, any with regard to infringement,
merchantability, quality, accuracy, or fitness for a particular purpose or
Licensee's purpose).  MathWorks also expressly disclaims any warranties that
may be implied from usage of trade, course of dealing, or course of
performance.  Except for the express warranties stated in Article 17 of this
Agreement, the Programs, Documentation, and Software Maintenance Services are
provided with all faults, and the entire risk of satisfactory quality,
performance, accuracy, and effort is with Licensee.  MathWorks does not warrant
that the Programs and Documentation will operate without interruption or be
error free.  Some states and countries do not allow limitations on how long an
implied warranty lasts, so the above limitation may not apply to Licensee.  The
warranty in Article 17 gives Licensee specific legal rights and Licensee may
also have other rights which vary from state to state and country to country.
Licensee accepts responsibility for its use of the Programs and the results
obtained therefrom.

19. GOVERNING LAW; JURISDICTION.  This Agreement shall be interpreted, enforced
and construed and the rights of the parties hereunder governed in all respects
by the laws of the Commonwealth of Massachusetts, United States of America,
without regard to its conflicts of law provisions, and both parties consent to
the jurisdiction of the federal and state courts located in said Commonwealth
and consent to the service of process, pleadings and notices in connection with
any and all actions initiated in such courts.  The parties agree that a final
judgment in any such action or proceeding shall be conclusive and binding and
may be enforced in any other jurisdiction.  To the extent any governing law,
treaty, or regulation is in conflict with this Agreement, the conflicting terms
of this Agreement shall be superseded only to the extent required by such law,
treaty, or regulation.  If any provision of this Agreement shall be otherwise
unlawful, void, or otherwise unenforceable, that provision shall be enforced to
the maximum extent permissible.  In either case, the remainder of this
Agreement shall not be affected.  The parties agree that the U.N. Convention on
Contracts for the International Sale of Goods shall not apply to this
Agreement.  The parties further agree that the Uniform Computer Information
Transactions Act, or any version thereof, adopted by any state, in any form
("UCITA"), shall not apply to this Agreement.  To the extent that UCITA is
applicable, the parties agree to opt out of the applicability of UCITA pursuant
to the Opt-Out provision(s) contained therein. 

20. COMPLIANCE WITH LICENSES.  Licensee agrees to notify MathWorks promptly
upon discovery of any failure to comply with this Agreement.  Licensee agrees
that, no more than once every twelve (12) months or within a reasonable time
after a transfer, MathWorks or its authorized representative shall, upon
reasonable prior notice, have the right to inspect Licensee's and Licensee's
Affiliates' records, systems, and facilities, during normal business hours, to
verify that Licensee's and its Affiliates' use of the Programs is in conformity
with valid licenses.  If a verification discloses that Licensee's or any of its
Affiliates' use is not in conformity with a valid license, Licensee shall
immediately take all necessary steps to cure any past defaults, including
paying any unpaid license fees, to bring Licensee's or any of its Affiliates'
use into conformity.  

21. LICENSE MANAGEMENT.  The Programs contain technology for the prevention of
unlicensed use.  The Programs require activation to exercise your rights under
this Agreement.  You may also need to activate if you redesignate the Programs
on your License or modify your hardware.

Activation associates the use of the Programs with a specific Computer, and in
some cases the Licensed User.  During activation, data about the Programs and
the Computer will be transmitted to MathWorks.  This data includes the License
information, Computer identification, and location.  Some License Options may
require the MathWorks Account information and the operating system user name
for the Licensed User.  A License file will be provided to complete activation.  

22. HEADINGS.  The inclusion of headings is for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.

23. ENTIRE AGREEMENT.  This Agreement, and any applicable Addendum thereto
including any documents referenced therein are incorporated herein by
reference, and contain the entire understanding of the parties and may not be
modified or amended except by written instrument, executed by authorized
representatives of MathWorks and Licensee.  In the event of any conflict
between this Agreement and any purchase order executed by Licensee (whether
executed before or after this Agreement), this Agreement shall prevail.
 


The MathWorks, Inc. Software License Agreement - Installation and Use Addendum

This is an Addendum to The MathWorks, Inc. Software License Agreement (the
"Agreement"), and the terms and conditions of this Addendum are incorporated
therein.  Each capitalized term used herein and not defined herein shall have
the meaning ascribed to it in the Agreement. 

1. SCOPE.  The Installation and Use provisions of this Addendum apply to each
Program licensed under the Agreement.  The applicable provisions are determined
by the particular License Option that Licensee acquired, including those
related to the permitted Activation Type associated with the License Option
acquired.  

2. DEFINITIONS.

    2.1. Activation Type.   One of the Standalone Named User, Designated
    Computer, Network Named User, or Network Concurrent User Activation Types
    available with respect to the License Option acquired.

    2.2. Licensed User.  An individual authorized by the Licensee to use the
    Programs for Licensee's Internal Operations, to the extent permitted by the
    License Option acquired. 

    2.3. License Option.  The specific rights, restrictions, and obligations
    under which Licensee may install and use a Program pursuant to the
    Agreement, including those related to the permitted Activation Type
    associated with the License Option acquired.

    2.4. Named User.  A Licensed User designated and identified by Licensee as
    the "Named User" for a License to a Program under either the "Standalone
    Named User" or "Network Named User" Activation Type.

3. INSTALLATION AND USE.  Specific rights, obligations, and restrictions apply
to each License Option.  Licensee's right to install and use the Programs is
determined by the License Option acquired, including the permitted Activation
Type with respect to such License Option.  By accepting the terms and
conditions of the Agreement, Licensee also accepts the License Option acquired. 

    3.1. License Options. 

        3.1.1. Individual.  Except as specifically set forth in Section 3.3
        hereof, the Individual License Option permits one Activation Type,
        either the Standalone Named User Activation Type or the Designated
        Computer Activation Type.  

        3.1.2. Network Named User.  Except as specifically set forth in Section
        3.3 hereof, the Network Named User License Option permits only the
        Network Named User Activation Type.  

        3.1.3. Concurrent.  Except as specifically set forth in Section 3.3
        hereof, the Concurrent License Option permits only the Network
        Concurrent User Activation Type.

    3.2. Activation Types.

        3.2.1. Standalone Named User.  Program use is restricted to the single,
        designated Named User.  Programs may be activated and used on one or
        more individual Computers, provided the Programs are only accessible
        to, and used by, the Named User for that License.  The physical
        locations of the Computers used by the Named User to run the Programs
        are not limited; the Computers may be located at work, home, in a
        laboratory, or on a laptop.  Licensee may only designate one Licensed
        User access to or use of the Programs under each Named User License.  A
        Computer login of a Named User may not be shared with any other
        individual.  Licensee may redesignate the Named User for a Program,
        whether temporarily or not, no more than four (4) times in any twelve
        (12) month period.  A Named User may not use a Program on more than two
        (2) Computers simultaneously.  In the case of Standalone Named User
        Licenses licensed as part of a group, Licensee shall be responsible
        for, and shall assign an administrator the task of, administering the
        Licenses and Programs, including new versions of the Programs delivered
        during any paid Software Maintenance Service term. 

        3.2.2. Designated Computer. The Programs may only be activated and used
        on a single, designated Computer, provided the Programs are only
        operated from that Computer's console by only one Licensed User at any
        given time.  Licensee may redesignate the Computer for a Program to a
        different Computer, whether temporarily or not, no more than four (4)
        times in any twelve (12) month period.  In the case of Designated
        Computer Licenses licensed as part of a group, Licensee shall be
        responsible for, and shall assign an administrator the task of,
        administering the Licenses and Programs, including new versions of the
        Programs delivered during any paid Software Maintenance Service term.   

        3.2.3. Network Named User.  Programs must be activated on a single
        Computer.  Licensee must run the License Manager and edit the Local
        License Options file to maintain a list of Named Users authorized to
        use each Program. Licensee may re-edit the list of Named Users in the
        Local License Options file and may redesignate Named Users for a
        Program, whether temporarily or not, no more than four (4) times in any
        twelve (12) month period, provided the number of Named Users never
        exceeds the number licensed per Program.  Programs may be installed in
        a central location or on individual Computers to accelerate startup
        times, as long as the use on all Computers is controlled by the License
        Manager.  A Named User may not use a Program on more than two (2)
        Computers simultaneously.  A Computer login of a Named User may not be
        shared with any other individual. 

        3.2.4. Network Concurrent User.  Programs must be activated on a single
        Computer.  Licensee must run the License Manager and may have only as
        many Licensed Users simultaneously using a Program at any given time as
        the number of Concurrent keys acquired for that Program.  Subject to
        the foregoing, a Licensed User of the Concurrent License Option may
        utilize the Programs on any number of Computers served by a single
        License Manager provided that, before using a Program on any Computer,
        the Licensed User checks out a separate Concurrent key from the License
        Manager for that Computer.  Programs may be installed in a central
        location or on individual Computers to accelerate startup times as long
        as the use on all Computers is controlled by the License Manager.
        Licensees of the Concurrent License Option are prohibited from
        providing Program access to users located outside a single country
        unless Licensee has contracted for global use.  For the purposes of the
        immediately preceding sentence, member countries of the North American
        Free Trade Agreement ("NAFTA") shall be treated as a single country,
        and Iceland, Norway, Switzerland, and any member countries of the
        European Union ("EU") shall also be treated as a single country. 

    3.3 MATLAB Distributed Computing Server.  

        3.3.1. Licensees of the MDCS are permitted to install and make
        available Programs, other than Programs that are technically limited or
        otherwise limited as set forth at
        www.mathworks.com/ineligible_programs, on one or more  Computers
        ("Computer Cluster")  solely for use  through the MDCS, provided that
        (1) the Programs on the Computer Cluster are controlled by a single
        License Manager for each MDCS, (2) the number of simultaneous Program
        sessions does not exceed the number of MDCS workers acquired, (3)
        access to any Program, whether in the MDCS or otherwise, remains
        limited to those persons who are Licensed Users of such Programs and
        the Parallel Computing Toolbox ("PCT"); (4) access to any worker must
        be enabled through a validly licensed use of the PCT; and (5) access to
        any Program, including the MDCS, is not made available (i) to any Third
        Party without the advance written consent of MathWorks, or (ii) to any
        user outside the country for which the MDCS is licensed, unless the
        Licensee has contracted for global use.  For the purposes of the
        immediately preceding sentence, member countries of the North American
        Free Trade Agreement ("NAFTA") shall be treated as a single country,
        and Iceland, Norway, Switzerland, and any member countries of the
        European Union ("EU") shall also be treated as a single country. 

        3.3.2. Notwithstanding the restriction contained in 3.3.1(2)
        immediately above but subject to all other restrictions in 3.3.1,
        Licensed Users of MDCS may also scale the number of MDCS workers on the
        following additional terms:  (1) Licensee employs the MathWorks Hosted
        License Manager ("MHLM") for its license management; and (2) Licensee
        agrees, on behalf of its Licensed Users, to the terms of use at
        www.mathworks.com/mdcstermsofuse, including the obligation to pay all
        MDCS on-demand fees incurred by its Licensed Users applicable to their
        on-demand use, if any, of MDCS workers
        [www.mathworks.com/mdcspricingpolicy (which fees are separate from any
        fees that may be due to any cloud providers for use of their platforms,
        products, or services)].

   3.4 MATLAB Production Server.  Licensees of the MATLAB Production Server
   ("MPS") are permitted to install and use MPS for the sole purpose of
   scheduling and running Applications generated with Licensee's validly
   licensed MATLAB Compiler Program, provided that the number of workers
   running simultaneously on one or more computers does not exceed the number
   of MPS workers acquired.  Licensee may make the Applications running on MPS
   accessible to end users globally, including Third Parties, via a web
   interface, or other interface provided by Licensee, subject to the
   restrictions of Section 5.2 of the Deployment Addendum.   


4. REMOTE AND SHARED OPERATION
    
    Subject also to the foregoing:

    4.1. Remote Access to the Desktop:  Using the Microsoft Remote Desktop
    connection feature or similar technologies:

        4.1.1. Named Users and Network Named Users may remotely access Programs
        for which they are licensed. 

        4.1.2. Network Concurrent Users may remotely access Programs served by
        the License Manager for the License under which they are operating.

        4.1.3. The Licensee of a Designated Computer Activation Type may
        designate one Licensed User to remotely access the Programs licensed on
        the Designated Computer for operation on that Designated Computer.
        Licensee may redesignate such Licensed User, whether temporarily or
        not, no more than four (4) times in any twelve (12) month period.   

    4.2. Shared Access to the Desktop: 

        4.2.1. A Licensed User using Microsoft Remote Assistance technology,
        NetMeeting conferencing software, or similar technologies may share
        remotely the desktop view of a Program session with another individual
        for assistive or demonstrative purposes only.


 
The MathWorks, Inc. Software License Agreement - Academic Installation and Use
Addendum  

This is an Addendum to The MathWorks, Inc. Software License Agreement (the
"Agreement"), and the terms and conditions of this Addendum are incorporated
therein.  Each capitalized term used herein and not defined herein shall have
the meaning ascribed to it in the Agreement.

1. SCOPE.  The provisions of this Academic Installation and Use Addendum apply
to each Program licensed under the Agreement at prices offered only to
degree-granting educational institutions ("Academic prices") for Academic
Internal Operations only, as defined below.  Research and development divisions
and centers of universities, U.S. government agencies and other not-for-profit
organizations do not qualify for Academic prices.  This Addendum imposes
certain additional obligations and restrictions with respect to the Programs
licensed at such Academic prices that are not contained in the Agreement.  The
applicable provisions are determined by the particular Academic License Option
that Licensee acquires for each Program, including those related to the
permitted Activation Type associated with the Academic License Option acquired.
In the event of a conflict between the provisions of this Addendum and the
Agreement, these Addendum provisions shall apply.

2. DEFINITIONS.

    2.1. Academic Internal Operations.  The installation and use of the
    Programs by Licensed Users, in accordance with the Academic License Option
    acquired, for the purpose of (i) in the case of employees (faculty and
    academic staff), performing software administration, teaching, and
    noncommercial, academic research in their ordinary course as Licensee's
    employees; and (ii) in the case of enrolled students, meeting classroom
    requirements of courses and study offered by the Licensee.  Any other use
    is expressly prohibited.

    2.2. Activation Type.  One of the Standalone Named User, Designated
    Computer, or Network Concurrent User Activation Types available with
    respect to the Academic License Option Acquired.

    2.3. Licensed Users.  All enrolled students and employees (faculty and
    academic staff) of the Licensee who are authorized by Licensee to use the
    Programs for Academic Internal Operations in accordance with the Agreement,
    as revised from time to time, and to the extent permitted by the Academic
    License Option acquired.  As used herein, "employees" excludes
    subcontractors and consultants of the Licensee. 

    2.4. Academic License Option.  The specific rights, restrictions, and
    obligations under which Licensee may install and use a Program pursuant to
    the Agreement, including those related to the permitted Activation Type
    associated with the Academic License Option acquired. 

    2.5. Named User.  Licensed User designated and identified by Licensee as
    the "Named User" for a License to a Program under the "Standalone Named
    User" Activation Type. 

3. INSTALLATION AND USE.  Specific rights, obligations, and restrictions apply
to each Academic License Option.  Licensee's right to install and use the
Programs is determined by the Academic License Option acquired, including the
permitted Activation Type with respect to such Academic License Option.  By
accepting the terms and conditions of the Agreement, Licensee also accepts the
Academic License Option acquired, and agrees to use the Programs only for
Academic Internal Operations. 

    3.1. Academic License Options.  

        3.1.1. Individual.  Except as specifically set forth in Section 3.3
        hereof, the Individual License Option permits one Activation Type,
        either the Standalone Named User Activation Type or the Designated
        Computer Activation Type.  

        3.1.2. Concurrent.  Except as specifically set forth in Section 3.3,
        the Concurrent License Option permits only the Network Concurrent User
        Activation Type.

        3.1.3. Classroom.  Except as specifically set forth in Section 3.3, the
        Classroom License Option permits one Activation Type, either the
        Network Concurrent User Activation Type or the Designated Computer
        Activation Type.  Notwithstanding the foregoing definition of Academic
        Internal Operations, Programs licensed under the Classroom License
        Option are further restricted to use in connection with on-campus
        computing facilities that are used solely in support of classroom
        instruction of students.  Research use is not permitted.
  
    3.2. Activation Types.

        3.2.1. Standalone Named User.  Program use is restricted to the single,
        designated Named User.  Programs may be activated and used on one or
        more individual Computers, provided the Programs are only accessible
        to, and used by, the Named User for that License.  The physical
        locations of the Computers used by the Named User to run the Programs
        are not limited; the Computers may be located at work, home, in a
        laboratory, or on a laptop. Licensee may only designate one Licensed
        User access to or use of the Programs under each Named User License.  A
        Computer login of a Named User may not be shared with any other
        individual.  Licensee may redesignate the Named User for a Program,
        whether temporarily or not, no more than four (4) times in any twelve
        (12) month period.  A Named User may not use a Program on more than two
        (2) Computers simultaneously.    

        3.2.2. Designated Computer.  The Programs may only be activated and
        used on a single, designated Computer, provided the Programs are only
        operated from that Computer's console by only one Licensed User at any
        given time.  Licensee may redesignate the Computer for a Program to a
        different Computer, whether temporarily or not, no more than four (4)
        times in any twelve (12) month period.  In the case of Designated
        Computer Licenses licensed as part of a group, Licensee shall be
        responsible for, and shall assign an administrator the task of,
        administering the Licenses and Programs, including new versions of the
        Programs delivered during any paid Software Maintenance Service term. 

        3.2.3. Network Concurrent User.  Programs must be activated on a single
        Computer. Licensee must run the License Manager and may have only as
        many Licensed Users simultaneously operating a Program at any given
        time as the number of Concurrent keys acquired for that Program.
        Subject to the foregoing, a Licensed User of the Concurrent License
        Option may utilize the Programs on any number of Computers served by a
        single License Manager provided that, before using a Program on any
        Computer, the Licensed User checks out a separate Concurrent key from
        the License Manager for that Computer.  Programs may be installed in a
        central location, on institution-owned or Licensee's faculty, research
        and academic staff personally-owned computers to accelerate startup
        times, as long as the installations on the individual Computers are
        controlled by the License Manager.  Licensee is prohibited from
        allowing installation of the Programs on students' own computers.
        Licensees of the Concurrent License Option are prohibited from
        providing Program access to users located outside a single country.

    3.3. MATLAB Distributed Computing Server.  

        3.3.1. Licensees of the MDCS are permitted to install and make
        available Programs, other than Programs that are technically limited or
        otherwise limited as set forth at
        www.mathworks.com/ineligible_programs, on one or more Computers
        ("Computer Cluster") solely for use through the MDCS, provided that (1)
        the Programs on the Computer Cluster are controlled by a single License
        Manager for each MDCS, (2) the number of simultaneous Program sessions
        does not exceed the number of MDCS workers acquired, (3) access to any
        Program, whether in the MDCS or otherwise, remains limited to those
        persons who are Licensed Users of such Programs and the Parallel
        Computing Toolbox ("PCT"); (4) access to any worker must be enabled
        through a validly licensed use of the PCT, and (5) access to any
        Program, including the MDCS, is not made available (i) to any Third
        Party without the advance written consent of MathWorks, or (ii) to any
        user outside the country for which the MDCS is licensed. 

        3.3.2. Notwithstanding the restriction contained in 3.3.1(2)
        immediately above but subject to all other restrictions in 3.3.1,
        Licensed Users of MDCS may also scale the number of MDCS workers on the
        following additional terms:  (1) Licensee employs the MathWorks Hosted
        License Manager ("MHLM") for its license management; and (2) Licensee
        agrees, on behalf of its Licensed Users, to the terms of use at
        www.mathworks.com/mdcstermsofuse, including the obligation to pay all
        MDCS on-demand fees incurred by its Licensed Users applicable to their
        on-demand use, if any, of MDCS workers (see
        www.mathworks.com/mdcspricingpolicy).  Any fees that may be due to any
        cloud providers for use of their platforms, products, or services are
        separate and are the responsibility of the Licensee. 

   3.4 MATLAB Production Server.  Licensees of the MATLAB Production Server
   ("MPS") are permitted to install and use MPS for the sole purpose of
   scheduling and running Applications generated with Licensee's validly
   licensed MATLAB Compiler Program, provided that the number of workers
   running simultaneously on one or more computers does not exceed the number
   of MPS workers acquired.  Licensee may make the Applications running on MPS
   accessible to end users globally, including Third Parties, via a web
   interface, or other interface provided by Licensee, subject to the
   restrictions of Section 5.2 of the Deployment Addendum.   

4. REMOTE AND SHARED OPERATIONS

    Subject also to the foregoing:

    4.1. Remote Desktop Access:  Using the Microsoft Remote Desktop connection
    feature or similar technologies:
 
        4.1.1. Named Users may remotely access Programs for which they are
        licensed.

        4.1.2. Network Concurrent Users may remotely access Programs served by
        the License Manager for the License under which they are operating.

        4.1.3. The Licensee of a Designated Computer Activation Type may
        designate one Licensed User to remotely access the Programs licensed on
        the Designated Computer for operation on that Designated Computer.
        Licensee may redesignate such Licensed User, whether temporarily or
        not, no more than four (4) times in any twelve (12) month period.

    4.2. Shared Access to the Desktop: 

        4.2.1. A Licensed User using Microsoft Remote Assistance technology,
        NetMeeting conferencing software, or similar technologies may share
        remotely the desktop view of a Program session with another individual
        for assistive or demonstrative purposes only. 



The MathWorks, Inc. Software License Agreement - Student Version Installation
and Use Addendum   

This is an Addendum to The MathWorks, Inc. Software License Agreement (the
"Agreement"), and the terms and conditions of this Addendum are incorporated
therein.  Each capitalized term used herein and not defined herein shall have
the meaning ascribed to it in the Agreement.  

1. SCOPE.  The provisions of this Student Installation and Use Addendum apply
to the MATLAB and Simulink Student Version Programs and to any other Programs
licensed under the Agreement at prices offered to students enrolled in
degree-granting educational institutions ("Student prices").  This Addendum
imposes certain additional obligations and restrictions with respect to the
Programs licensed at such Student prices that are not contained in the
Agreement.  In the event of a conflict between the provisions of this Addendum
and the Agreement, these Addendum provisions shall apply.  The license provided
for in this Addendum is referred to as a "Student License".

2. RETURNS AND REFUNDS.  Returns and refunds of Student License purchases are
subject to the refund policies at the time and point of purchase.

3. REGISTRATION AND ACTIVATION.  The Programs contain technology for the
prevention of unlicensed or illegal use of the Programs.  Licensee agrees to
the use and application of such technology in the Programs (a) to limit the use
of the Programs by Licensee to a finite number of Computers, and (b) to require
Licensee's registration of the Student License and activation of the Programs
in advance of the use of the Programs (other than for temporary use) as further
described in this Addendum and in the Documentation for the Programs.

4. ELIGIBILITY.  Licensee further agrees to the following eligibility
restrictions of the Student License:  the Licensee must be a student enrolled
in a degree-granting educational institution or participating in a continuing
education program at a degree-granting educational institution.

5. LICENSE TERM.  The Student License may be acquired (as available) in one of
two, separate term lengths, either the Standard Student License Term (for the
standard Student Version License) or the One-Year Student License Term (for the
Student Version One-Year License).  Licensees of the Standard Student License
Term agree that their Student License expires automatically immediately after
the duration of Licensee's enrollment in a degree-granting institution or
participation in a continuing education program of a degree-granting
institution.  Licensees of the One-Year Student License Term agree that their
Student License expires automatically after one year, as measured from the date
the Student License is first activated.

6. INSTALLATION AND USE.  The Student License permits the Licensee to use the
Programs at any time during the Term in accordance with the Agreement on one
Computer that Licensee owns or leases provided (i) the Programs are only
accessible to, and used by, Licensee, and (ii) Licensee has provided
machine-specific identification for such Computer through the registration and
activation process.  Network installation is prohibited.  

7. SOFTWARE MAINTENANCE SERVICE.  Software Maintenance Service is not available
for a Student License.

8. ASSIGNMENT.   Student Licenses are nontransferable.

9. DISTRIBUTION OF STUDENT VERSION LICENSES BY DEGREE-GRANTING EDUCATIONAL
INSTITUTIONS.  A degree-granting educational institution (the "Institution")
may place orders for Student Licenses and add-on Programs for its enrolled
students only for installation and use in accordance with this Addendum.  It is
expressly understood and agreed the Institution shall take appropriate action
to ensure (i) the Agreement including this Addendum is delivered to each
student Licensee intact with the distribution of media; and (ii) each student
Licensee is instructed not to copy the Programs or use them for commercial
purposes, and is required by the Institution to de-install the Programs at the
expiration of the Term for such student Licensee.  

10. HIGH SCHOOL/PREUNIVERSITY USE.   Teachers and students at preuniversity
secondary education schools may license the Student Version.  Teachers may also
allow their students to use the Student Version License on the teacher's
computer or school-owned computers. 



The MathWorks, Inc. Software License Agreement - Deployment Addendum

This is an Addendum to The MathWorks, Inc. Software License Agreement (the
"Agreement"), and the terms and conditions of this Addendum are incorporated
therein for use of the Programs.  Each capitalized term used herein and not
defined herein shall have the meaning ascribed to it in the Agreement. 

1. PURPOSES.  The MathWorks, Inc. Software License Agreement (the "Agreement")
contains restrictions prohibiting Licensee from modifying, distributing, or
providing access to the Programs or any Program Components (as defined below),
except as expressly provided in this Addendum.  Because the Programs licensed
by Licensee under the Agreement contain Source Code or Object Code Program
Components, this Addendum sets forth the Licensee's rights with respect to
creating software or applications using the Programs or any Program Component,
as well as certain additional obligations related thereto.  This Addendum also
states restrictions and obligations with respect to the use of the Programs or
any Program Component, which also may have a bearing on the creation or
distribution of software or applications. 

MathWorks or its Licensors retain all right, title, and interest in its
Programs, Program Components, and Derivative Forms of its Programs. 
 
2. USER CREATED FILES.  This Addendum does not apply to MATLAB code files,
Simulink model files, MEX-files, MAT-files, VHDL-files, Verilog-files,
FIG-files and P-files that are created by Licensee and that do not include any
code obtained from MATLAB code files, Simulink model files, MAT-files, P-code,
C/C++ files, VHDL-files, Verilog-files, TLC-files, or other Source Code files
supplied with the Programs ("User Files").  Licensee may distribute,
sublicense, and resell without restriction, User Files.  

3. NONCOMPETITION.  Notwithstanding anything else contained in this Agreement,
Licensee agrees not to use, test, benchmark, reverse engineer or determine the
expression or design, of the Programs, Derivative Forms, Generated Forms, or
Program Components to make, or distribute its own or a Third Party's
application or software, a principal purpose of which, as reasonably determined
by MathWorks, is to perform the same or similar functions as Programs licensed
by MathWorks or which replaces any component of the Programs.  Licensee shall
not otherwise use the Programs to compete with the products or businesses of
MathWorks, including by distributing Libraries, or any form of an entire
Program or a substantial portion of a Program.  

4. DEFINITIONS.

    4.1. Application.  A software file that Licensee has created by either (a)
    using a MathWorks Program to compile or translate Licensee created Source
    Code or (b) incorporating or linking any part of any Source Code, library
    file, or other Program Component provided with the Program.  An Application
    must contain original code developed by Licensee and must provide
    substantial functionality not contained in, or provided by, the Program
    Components that are incorporated into such Application.  If a software file
    created by a Licensee incorporates Program Components, but does not meet
    the requirements of the previous sentence, then it is a Derivative Form (as
    defined below).  An Application may contain Linked Object Code which, if
    such Object Code was not Linked to the Application and was a standalone
    file, would otherwise have been deemed a Derivative Form. 

    4.2. Application License.  A license provided by Licensee to its end-users
    for the installation and use of Licensee's Application and any Third Party
    Software made available for use with the Application.

    4.3. Generated Forms.  The output of the MATLAB Compiler, the MathWorks
    Coder Programs, and other MathWorks' code generation Programs in the form
    of Source Code or Object Code, as well as such Source Code converted to
    Object Code or Linked forms. 

    4.4. Derivative Forms.  A  software file that Licensee has derived from one
    or more Program Components (including without limitation by incorporating,
    translating, or modifying, in whole or in part, any Program Component), and
    which, if modified or copied without MathWorks' authorization, would
    constitute a copyright infringement or breach of the Agreement.  A software
    file created by Licensee which qualifies as an "Application" under the
    above definition shall not be deemed a Derivative Form.

    4.5. Linked.   An executable or loadable file created by a compiler or
    linker program combining Object Code module files.

    4.6. MAT-file.  The file format in which MATLAB stores data.

    4.7. MCR Libraries.  MATLAB Compiler Runtime support libraries and other
    files for deployment of Applications created with the MATLAB Compiler.

    4.8. Object Code.  The code created by a system compiler from source code;
    also called "machine- readable code".  Object Code can be Linked with an
    appropriate linker to resolve address references and may be combined with
    other Object Code for targeted execution on a specific processor.  Object
    Code includes "Object Code libraries" and "shared libraries," which are
    groupings of Object Code for specific purposes.

    4.9. Program Component.  Any portion of, or file provided with, a Program.

    4.10. Source Code.  Human-readable program code written in a higher-level
    language such as C, C++, Java, MATLAB, MDL, VHDL, Verilog, or Fortran,
    which must be translated or compiled into machine-readable language before
    it can be executed by a computer.  Source Code also includes header files
    and other human-readable files necessary for a Program to be compiled in
    the higher- level language.

    4.11. Standalone Application.  An Application created using programming
    languages and tools other than the Programs, which executes outside of the
    Programs.

    4.12. Deployment Program.  The MATLAB Compiler and any of MathWorks Coder
    Programs as defined in Section 4.13 below. 

    4.13. MathWorks Coder Programs.  MATLAB Coder, Filter Design HDL Coder,
    Simulink Coder, HDL Coder, Simulink PLC Coder, and Embedded Coder.

5. DEPLOYMENT PROGRAMS.  Licensed Users of MathWorks' Deployment Programs may
automatically generate code from MATLAB code files, Simulink/Stateflow
diagrams, and other representations, into Generated Forms.  Furthermore,
Licensee may copy and deploy these Generated Forms for use outside of the
Programs.  

    5.1. Deployment from MathWorks Coder Programs.  MathWorks provides
    directories of C, C++, Assembly, linker command files, template makefiles,
    project files, and TLC source code files with Programs that implement the
    real-time framework.  Such files made available in any of the MathWorks
    Coder Programs may only be modified and deployed in Source Code or Linked
    Object Code form for different development targets when used with such
    Programs or with code generated by such Programs as part of, and only as
    required by, a larger Standalone Application.  MathWorks Coder Programs
    cannot be used to create an Application (a) providing scripting capability
    similar to the capabilities of any of the Programs; (b) providing
    functionality or behavior similar to that of the MATLAB command line; (c)
    allowing operation of the code generation capabilities of Programs; or (d)
    providing access to an entire Program or a substantial portion of a
    Program.

        5.1.1. Licensee may copy and deploy these files outside of the Programs
        in Linked Object Code form or Source Code form, if only used in
        combination with code generated by those Programs as part of a larger
        standalone Application. 

        5.1.2. No further fees shall be due to MathWorks for such deployment
        within Licensee's Application, regardless of whether the Application is
        deployed solely for Licensee's Internal Operations or to Third Parties.

    5.2. Deployment from MATLAB Compiler. Licensed Users may deploy copies of
    Applications generated by the MATLAB Compiler that incorporate compiled
    versions of MATLAB code files from licensed Programs required for such
    Applications.  Licensee may also use and distribute the MCR Libraries
    together with such Applications for the sole purpose of running the
    Applications.  Licensee is prohibited from making copies of the MCR
    Libraries accessible to any Third Party separate from or for use other than
    with a Licensed User's Application, or provide the MCR for service bureau
    or similar service use.
 
    Licensee agrees to employ the same security measures to protect the MCR
    Libraries as it uses to safeguard Licensee's own proprietary intellectual
    property, but in no event  less than reasonable care.

    No additional license fees shall be due to MathWorks for the distribution
    of the required MATLAB code files incorporated in the generated
    Application, or for the distribution of the MCR Libraries when deployed
    together with such Applications, regardless of whether the Application and
    the MCR Libraries are distributed for the purposes of Licensee's Internal
    Operations or to Third Parties. 
 
        5.2.1.  Licensed User may include, by compilation for deployment, only
        those select MATLAB code files from the licensed Programs required for
        the Application. 

        5.2.2.  In no event shall Licensee distribute any library header files.

        5.2.3.  Licensee's Application may not provide scripting capability
        similar to the capabilities of any of the Programs or provide
        functionality or behavior similar to that of the MATLAB command line. 

        5.2.4.  Licensee's Application may not allow operation of the code
        generation capabilities of Programs.

        5.2.5.  Licensee's Application may not provide access to an entire
        Program or a substantial portion of a Program. 

        5.2.6.  Licensee's Application incorporating any functionality of the
        Parallel Computing Toolbox ("PCT") may enable the same or fewer number
        of local workers provided by the PCT used to build the Application,
        even if the Application's end user does not possess a license to the
        PCT. 

        5.2.7.  Licensee shall include the notice "MATLAB(r). (c) 1984 -
        [INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks, Inc." in the
        deployed Application's About Box, or similar visible location, and in
        the applicable documentation distributed with each copy of the
        Application.

        5.2.8. Licensee may not modify or remove any proprietary notice or
        license file that is included with the MCR Libraries.  

    5.3. Real-Time Windows Target.  Licensee may not incorporate Real-Time
    Windows Target into an Application for deployment without contracting with
    MathWorks for an OEM or VAR agreement.


    5.4. xPC Target.  Licensee may develop Applications that incorporate
    Linked-in copies of xPC Target and those files required for the Application
    that have been compiled or otherwise obtained from Simulink Coder on a
    single development PC, and download that Application to a target PC
    directly connected to the development PC by either Ethernet or serial
    connections.

        5.4.1. The right to distribute the Application beyond the target PC is
        contingent upon acquiring a License for the xPC Target Embedded Option.
        No further fees shall be due to MathWorks for such deployment within
        Licensee's Application, regardless of whether the Application is
        deployed solely for Licensee's Internal Operations or to Third Parties.
        Additionally, the Embedded Option License allows for the deployment of
        API DLL's beyond the development PC.  No further fees shall be due to
        MathWorks for such deployment outside of an Application, regardless of
        whether the API DLL's are deployed solely for Licensee's Internal
        Operations or to Third Parties.

6. OTHER SOURCE CODE AND SHARED OBJECT CODE LIBRARIES. 

    6.1. Programs may include selected Source Code and shared Object Code
    library files that implement various documented application programming
    interface capabilities of the Programs for which the Source Code or shared
    library file is part. 

        6.1.1. Licensed User may use and modify the selected Source Code files
        solely for creation of Licensee's own Applications. Licensee may copy
        and distribute Object Code compiled from this Source Code, but only as
        either standalone Object Code file (regardless whether a Derivative
        Form) or Object Code Linked to the Application, and only for use with
        and deployment of Licensee's own Application.  

        6.1.2. Licensee may use, copy and distribute shared Object Code library
        files (regardless whether a Derivative Form) for deployment of
        Licensee's own Application, but only if a header file exists in the
        Program for the shared library file. Licensee may not copy or
        distribute header files themselves.

        6.1.3. Licensee may not transfer Source Code, development rights, or
        development capabilities for any Source Code or Object Code to any
        Third Party.

    6.2. MAT-files.  Licensed User may create and distribute Applications that
    read MAT-files using the MAT-file API, however, if such Applications are
    distributed to Third Parties, they must also implement MAT-file write
    capability.  

7. DERIVATIVE FORMS.  A Licensee shall only be permitted to distribute a
Derivative Form to Third Parties (a) to the extent expressly permitted under
Articles 5 or 6 of this Addendum, or (b) subject to the requirements of this
Article 7.  A Licensee may only distribute a Derivative Form to a Third Party
under this Article 7 if such Third Party is bound by a Software License
Agreement with MathWorks that requires such Third Party to treat such
Derivative Forms received from Licensee as such Third Party's own Derivative
Form thereunder.  Licensee agrees that if such a Third Party provides Licensee
with software that is a Derivative Form under the terms of such Third Party's
Software License Agreement with MathWorks (or would otherwise be a Derivative
Form under the terms of this Agreement), then Licensee shall treat such
software as a Derivative Form hereunder as if Licensee has modified or
generated the software itself.  

8. WEB APPLICATIONS.  Licensee may not provide access to an entire Program or a
substantial portion of a Program by means of a web interface.  

For the Network Concurrent User Activation Type.  Programs licensed under the
Network Concurrent User Activation Type may be called via a web application,
provided the web application does not provide access to the MATLAB command
line, or any of the licensed Programs with code generation capabilities.  In
addition, Licensed Users may not provide access to an entire Program or a
substantial portion of a Program.  Such operation of an application via a web
interface may be provided to an unlimited number of web browser clients, at no
additional cost, for Licensee's own use for its Internal Operations, and for
use by Third Parties.
 
For the Network Named User and Standalone Named User Activation Types.
Programs licensed under the Network Named User and Standalone Named User
Activation Types may be called via a web application, provided the web
application does not provide access to the MATLAB command line, or any of the
licensed Programs with code generation capabilities, and such application is
only accessed by designated Network Named User or Standalone Named User
licensees of such Programs.

Programs licensed under any other Activation Type may not be called via a web
interface.

9. APPLICATION LICENSING.  For any distribution of Applications containing
Object Code or Generated Forms to:

    9.1. Licensee's internal organization:  Licensee shall take appropriate
    action by instruction, agreement, or otherwise with any recipients of the
    Application, so as to enable Licensee to satisfy its obligations under the
    terms of this Addendum and the Agreement.

    9.2. Third Parties:  Your Application shall require acceptance of an
    Application License whose terms and conditions are at least as restrictive
    as the Agreement, unless the Application is part of an embedded system that
    has no provision for licensing to its end users. 

        9.2.1. The Application license for Third Parties must explicitly
        exclude MathWorks and its Licensors from all liability for damages or
        any obligation to provide remedial actions. In no circumstance shall
        Licensee include a warranty for any form of a Program that is
        inconsistent with or additional to the warranty contained in the
        Agreement.  

        9.2.2. The additional translation, use, and deployment rights granted
        in this Addendum are nontransferable without MathWorks' consent and
        shall not be conveyed in Licensee's Application license. 

        9.2.3. All copyright and proprietary notices for the Programs that
        appear in the original form delivered to Licensee shall be duplicated
        and included with Licensee's own copyright notices for the Application,
        wherever they appear.

        9.2.4. Licensee may not remove any copyright, trademark, logo,
        proprietary rights, disclaimer or warning notice included on or
        embedded in any part of the deployed Application.

        9.2.5. If Licensee's Application is generated with the MATLAB Compiler,
        then Licensee's Application License shall include or incorporate by
        reference the terms of the MCR Library License included in a text file
        at <install_directory>\MATLAB\MATLAB Compiler
        Runtime\v<version_number>\MCR_license.txt located within the installer
        for the MCR libraries.

    9.3. Notwithstanding the termination of the Agreement, all valid
    Application licenses shall remain and continue in full force and effect,
    and, if the Agreement was not terminated due to:  (a) Licensee's failure to
    pay the applicable fees to MathWorks, (b) Licensee's violation of the
    License restrictions, or (c) violation of MathWorks' proprietary rights in
    the Programs; then Licensee may continue to use the Programs to support
    Applications that have been placed in use pursuant to an Application
    License prior to the effective date of termination.


10. DISCLAIMER OF OBLIGATIONS AND LIABILITY.

    10.1.  MathWorks shall have no support or warranty obligations, and
    disclaims all liability, for Applications developed or distributed by
    Licensee.

    10.2.  Licensee agrees that prior to using, incorporating, or distributing
    the Programs in any Application, it will thoroughly test and validate the
    Application and the functionality of the Programs in that Application and
    be solely responsible for any problems or failures.

    10.3.  Licensee will defend, indemnify, and hold harmless MathWorks and its
    Licensors, officers, directors, employees, agents and resellers from and
    against any damages, liabilities, costs and expenses (including reasonable
    fees of MathWorks' attorneys) arising out of any Third Party claim or
    demand based on or arising from, out of or in connection with (i) the
    creation, use, or distribution of any Applications by Licensee or any of
    its Affiliates or (ii) the use of the Programs by Licensee or any of its
    Affiliates.

11. GENERAL.  Licensee acknowledges and agrees that a breach of the obligations
set forth in this Addendum shall be a material breach of the Agreement.



09/12
PN 20357

