
FUSE HQ PRE-RELEASE LICENSE AGREEMENT 

Please READ THE TERMS OF THIS clickwrap LICENSE AGREEMENT ("AGREEMENT")
CAREFULLY BEFORE installing THE PRODUCT from this website.  BY INSTALLING THE
PRODUCT OR USING THE DOCUMENTATION PROVIDED WITH THE PRODUCT, YOU ARE ACCEPTING
AND AGREEING TO THE TERMS OF THIS AGREEMENT.  IF YOU ARE NOT WILLING TO BE BOUND
BY THE TERMS OF THIS AGREEMENT, YOU SHOULD not install this product.  IF YOU ARE
ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO
ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.  

THIS AGREEMENT is made by and between Progress (as defined herein) and Customer (as
defined herein).  The license grants in this Agreement are expressly contingent
upon Customer's actual purchase of, and payment for, Open Source Support (as
defined herein) for the Open Source Products (as defined herein).

1. Certain DEFINITIONS.
1.1 "Customer" means the purchaser or user of Open Source Support and the
Product.
1.2 "Documentation" means all documentation which accompanies, or is included
in, the Product.
1.3 "Progress" means Progress Software Corporation, a Massachusetts corporation with 
a principal address of 14 Oak Park Drive, Bedford Massachusetts.
1.4 "Open Source Product(s)" means the FUSE open source software product(s)
obtained directly from Progress.  
1.5 "Open Source Support" means Developer Support and/or Production Support (as
described in Progress's Open Source Support Policy) purchased by Customer pursuant
to its Subscription Agreement.
1.6 "Product" means the FUSE HQ software licensed from Progress hereunder.
1.7 "Subscription Agreement" means the agreement pursuant to which Customer has
purchased Open Source Support for the Open Source Products from Progress.
1.8 "Subscription Period" means the period for which Customer has paid for Open
Source Support under its Subscription Agreement.
1.9 "Term" means the the period of time beginning upon the date Customer purchases 
Open Source Support for the Open Source Product(s) and expriring upon the earlier
of a) the date upon which Progress makes the Product available for general release 
to the public, b) the one year anniversary of Customer's installation of the Product, 
or c) the expiration or earlier termination of the Open Source Support purchased by 
Customer.  

2. LICENSE.
2.1	Subject to this Agreement, and payment of any appropriate fees for the Open
Source Support, Progress grants Customer the nonexclusive, nontransferable,
worldwide, limited Term license to use, copy and deploy the Product and the
Documentation (i) solely in connection with the Open Source Products, (ii)
within Customer's internal business operations, and (iii) for the remainder of
the Subscription Period. 
2.2	Customer may not:  (a) display, disclose, sublicense or distribute the
Product to third parties; (b) modify, adapt, alter, recast, transform, translate
or create derivative works from the Product; (c) distribute, sublicense, lease,
rent, sell, loan or otherwise transfer the Product to any third party; (d)
reverse engineer, decompile, or disassemble the Product; (e) copy or distribute
the Documentation or any portion thereof; (f) use the Product other than in
accordance with the foregoing usage rights; or (g) use the Products after expiration 
of the Term.  Customer may not remove, alter or obscure in any way any proprietary 
rights notices (including copyright notices) of Progress or its licensors on or 
within the copies of the Software and the Documentation furnished by Progress 
to Customer.  Customer shall promptly report to Progress any actual or suspected 
violation of this section and shall take all further steps that may reasonably be 
requested by Progress to prevent or remedy any such violation.
2.2	Customer shall ensure that all applicable fees are properly paid.  Use of
Product in violation of Section 2.1 and failure to pay fees when due are each a
material breach of this Agreement.  If Customer has a valid license to a
previous version of the Product and a Product update is provided, the Product
update shall not correct or excuse violations of previous licenses.  If an
earlier license is terminable or terminated by Progress for breach by Customer, this
Agreement and the license granted herein may also be terminated simultaneously
at Progress's sole discretion.  Product updates shall be subject to the terms and
conditions of the license agreement accompanying such Product update.
2.3	Customer agrees not to disclose the results of any benchmark or other 
testing relating to the Product without the prior written consent of Progress. 

3. OWNERSHIP.  Customer acquires no right, title, or interest in the Product
other than the license granted by Progress hereunder.

4. PROPRIETARY NOTICES.  Customer shall not remove any trademark, tradename,
copyright, or other proprietary notice from the Product, including on any notice
or boot up screen, and shall not delete such notices from any copies or back-up
copies of the Product.  Customer may not delete any embedded proprietary notices
on any portion of the Product.  

5. TERMINATION. 
5.1	In addition to any remedies it may have, Progress may terminate this Agreement
and the license granted hereunder in the event of a breach by Customer of any of
the provisions of this Agreement which breach has not been remedied within
thirty (30) days (or in the case of monetary amounts past due, within ten (10)
business days) or in the event Customer becomes insolvent or is the subject of
any bankruptcy or insolvency proceeding.
5.2	Upon termination of this Agreement in the event of a breach by Customer,
Customer shall no longer have any right to use the Product and Customer shall
return to Progress all tangible copies, and destroy all intangible copies of Product
in Customer's possession or control.
5.3	The provisions of Sections 3 through 10 and the definitions of this
Agreement shall survive the termination of this Agreement (for any reason).  

6. Export Administration.  Customer shall not import, export or re-export the
Product to or from any country in contravention of any applicable import or
export laws.  Upon written request, Progress shall provide reasonable Product
information to assist Customer in discharging its obligations under this
section.

7. GOVERNMENT END-USERS.  With respect to any Product that is acquired by or
for the U.S. federal government (the "Government") or by any prime or
subcontractor (at any tier) under any contract, grant, cooperative agreement or
other arrangement with the Government, by accepting delivery of Products the
Government agrees that such Product qualifies as "commercial computer software"
or "commercial computer software documentation" within the meaning of the
Government acquisition regulation(s) and that the terms and conditions of this
Agreement shall govern the Government's use and disclosure of  Product(s) and
supersedes all other terms and conditions. With respect to acquisitions of
Product governed by DFARS Subpart 227.4 (October 1988): Restricted Rights, use,
duplication and disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 (October 1988).  For the purposes of this
Agreement all references to specific DFARS shall be deemed to be references to
successor clauses howsoever numbered or named.

8. Disclaimer of Warranty.  Unless required by applicable law or agreed to in
writing, Progress provides the Product on an "AS IS" BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, either express or implied, including, without
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. Customer is solely
responsible for determining the appropriateness of using the Product and assumes
any and all risks associated with Customer's exercise of permissions under this
Agreement.  Progress does not warrant that Open Source Support provided to Customer
will operate in an uninterrupted, error-free or secure manner.

9. Limitation of Liability.  In no event and under no legal theory, whether in
tort (including negligence), contract, or otherwise, unless required by
applicable law or agreed to in writing, shall Progress be liable to Customer for
damages, including any direct, indirect, special, incidental, or consequential
damages of any character arising out of this Agreement or out of the use or
inability to use the Product (including but not limited to damages for loss of
goodwill, work stoppage, computer failure or malfunction, or any and all other
commercial damages or losses), even if Progress  has been advised of the possibility
of such damages. 

10. GENERAL. 
10.1 AMENDMENT; WAIVER.  No modification or waiver of any provision of this
Agreement shall be binding unless specifically agreed in a writing signed by
both parties.  Any failure or delay in exercising or enforcing any of the rights
or remedies granted hereunder shall not operate as a waiver thereof.  No waiver
by a party of any breach of this Agreement shall operate as a waiver of any
other or subsequent breach.
10.2 ASSIGNMENT.  This Agreement and rights granted hereunder may not be
assigned, sub-licensed or transferred by Customer without the prior written
consent of Progress.
10.3 FORCE MAJEURE.  Neither party shall be liable for any delay in meeting or
for failure to meet any of its obligations under this Agreement due to any cause
outside its reasonable control, including strikes, lock-outs, acts of God, war,
riot, terrorist or threat of terrorist attack, malicious acts of damage, fire,
acts of any government authority, failure of the public electricity supply,
failure or delay on the part of any subcontractor beyond the subcontractor's
reasonable control.  This Section 8.3 shall not excuse Customer from the payment
of money when due. 
10.4 NOTICES.  All notices and requests in connection with this Agreement to be
sent to Progress shall be given in writing and shall be sent by facsimile, hand
delivery, overnight courier or mail which provides proof of delivery to the
parties Attention: Legal Department, 14 Oak Park Drive, Bedford, MA 01730
or to such other address as may be specified in
writing, and shall be deemed given on the day of receipt or the date evidenced
on the proof of delivery, whichever is earlier.
10.5 HEADINGS.  Section headings are inserted for convenience of reference only
and shall not affect the interpretation of this Agreement.
10.6 SEVERABILITY.  If any provision of this Agreement is found invalid or
unenforceable, that provision shall be reformed, construed and enforced to the
maximum extent permissible, and the other provisions of this Agreement shall
remain in full force and effect.
10.7 Intentionally Omitted.
10.8 Marketing.  Progress may identify Customer as an Progress customer in public
statements and publications.  
10.9 LAW AND JURISDICTION.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the exclusive
venue and jurisdiction shall be the federal and state courts located in the
Commonwealth of Massachusetts; the United Nations Convention for the International
Purchase and Sale of Goods shall not apply.  
10.10 AUDIT.  Upon request, Customer shall certify in writing its uses of
Product and that it has paid all appropriate Open Source Support fees.  Progress
shall have the right to audit Customer's compliance with its obligations under
this Agreement.  Any audit shall be conducted during normal business hours, with
as little disruption of Customer's business as is reasonably possible.  Audits
shall be at Progress's sole expense, unless an audit shows that Customer is using
the Product in violation of this Agreement or Open Source Support fees are owed
to Progress by Customer, in which case the Customer shall reimburse Progress for all
costs incurred in connection with the audit and collection of amounts due.  
Customer shall pay all fees the audit shows to be due not later than thirty (30)
days after the auditors' report is made available to Customer.  Progress may use the
audit report solely to enforce its rights under this Agreement and shall
otherwise treat the audit report as Confidential Information (defined below).
10.11 DISPUTE RESOLUTION. The parties shall attempt to resolve any dispute
arising under this Agreement through the informal means described in this
paragraph.  Each party shall appoint a senior management representative who does
not devote substantially all of his or her time to performance under this
Agreement. The representatives shall provide to each other all non-privileged
information with respect to the dispute that the parties believe to be
appropriate and relevant.  The representatives shall negotiate in good faith to
resolve the dispute without the need for any formal proceeding.  Formal
proceedings for the resolution of the dispute may not be commenced until the
earlier of (i) the designated representatives mutually conclude that resolution
through negotiation does not appear likely; or (ii) thirty (30) calendar days
have passed since the initial request to negotiate the dispute was made;
provided, however, that a party may file for formal proceedings earlier solely
to avoid the expiration of any applicable limitations period, to preserve a
superior position with respect to other creditors, or to apply for interim or
equitable relief.
10.12 ADDITIONAL INFORMATION. The Product may contain or be accompanied by
certain non-proprietary or other open source components created and separately 
licensed to Customer by third parties.  These components, if any, are identified
in, and subject to, special license terms and conditions set forth in the "notices.txt" 
file accompanying the Product ("Special Notices").  The Special Notices include
important licensing and warranty information and disclaimers.  In the event of
conflict between the Special Notices and the other portions of this Agreement,
the Special Notices will take precedence (but solely with respect to the
non-proprietary third party component(s) to which the Special Notice relates). 
10.13 EVALUATION USE.  In the event Customer has acquired the Product on an
evaluation basis ("Evaluation"), the special license terms contained in this
Section 8.12 shall apply to Customer's use of the Product.  In the case of
conflicts or supplemental provisions between the other Sections of this
Agreement and this Section 8.12, the terms of this Section 8.12 shall prevail.  
 
10.13.1 In the event Customer has acquired the Products for use on an evaluation
basis, the following special license terms shall apply: 
(a)	In leiu of the license granted in Section 2.1 above, Progress grants Customer
the nonexclusive, nontransferable, limited term license to use, copy and deploy
the Product and the Documentation (i) solely in connection with the Open Source
Products, (ii) within Customer's internal business operations, (iii) at
Customer's premises, (iv) for evaluation, demonstration, prototyping, testing,
and/or proof of concept purposes only, and (v) for a period of note more than
sixty (60) days.    
(b)	Notwithstanding anything to the contrary set forth in this Agreement,
Products being licensed on an evaluation basis are not eligible for Open Source
Support except by special written arrangement between Progress and Customer. 

10.14	ENTIRE AGREEMENT.  Both parties agree to be bound by the terms of this
Agreement and that this Agreement constitutes the entire agreement of the
parties and supersedes all previous licenses relating to the Product, and all
communications, oral or written, relating to the subject matter hereof.  No
representations or statements made by either party, which are not expressly
stated herein, shall be binding on such party.  Notwithstanding any language on
any other document to the contrary, the terms of this Agreement shall take
precedence over any purchase order or other document issued by Customer.  All
terms and conditions on any other document that are not expressly accepted by
Progress in writing with reference to modification of this Agreement shall be null,
void and of no legal effect.