**SUNREL ™**

# Site License End User Agreement

**[NOTICE TO USER]{.underline}; PLEASE READ CAREFULLY. THIS END USER
LICENSE IS A LEGAL AGREEMENT BETWEEN YOU, AS A SITE LICENSEE (AS DEFINED
BELOW), AND THE Alliance for Sustainable Energy, LLC ("Alliance"),
OPERATOR OF THE NATIONAL RENEWABLE ENERGY LABORATORY ("NREL"). BY
DOWNLOADING, INSTALLLING, USING ALL OR ANY PORTION OF THE SOFTWARE YOU
AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED
AGREEMENT SIGNED BY YOU, AND YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE
THE SOFTWARE.**

1\. Definitions. "Software" means (a) copies of the computer program
commonly known as SUNREL™, and all of the contents of files, disk(s),
CD-ROM(s) or other media with which this Agreement is provided,
including but not limited to: (i) digital images, stock photographs,
clip art sounds or other artistic works; and (ii) related explanatory
written materials ("Documentation").

**1.1 "**Use" or "Using" means to access, install, download, copy or
otherwise benefit from using the functionality of the Software in
accordance with the Documentation.

**1.2** "Computer" means an electronic device that accepts information
in digital or similar form and manipulates it for a specific result
based on a sequence of instructions.

**1.3** "Site Licensee" means a license granted by Alliance to a single
Authorized Company where the license allows the Users of the Authorized
Company to Use the Software on Ten (10) computers for a Licensed Site,
hereinafter defined in one geographical location.

**1.4** "Licensee" means the Site Licensee.

**1.5** "Licensed Single Site" means a localized site comprising a
single Authorized Company, or multiple sites comprising corresponding
branches, subsidiaries, or affiliates (collectively referred to as
"Subsidiaries") within a single city, which are part of the single
Authorized Company, and which are administered centrally thereby.

**1.6** "Licensed MultiSite" means a single Authorized Company with
independently

administered multiple locations comprising corresponding multiple
Subsidiaries within one city, or a single Authorized Company in more
than one city, state, or country, with administration of this Agreement
being done centrally on behalf of all locations. For example, each
division of a particular certain Fortune 500 corporation is considered
to be a different site, and each branch or office of a pharmaceutical
company is considered to be a different site.

**1.7** "United States" mean the United States of America, its
territories and possessions.

**1.8** "Individual Licensee" means a license granted by Alliance to a
single, authorized person, company, government or institution
(hereinafter collectively referred to as the "Authorized Company") where
the license grant allows a single Authorized Company to Use the Software
on a single computer."

2\. License Grant for Site License. *This Article 2 is applicable for
the grant of a Site License and does not apply to a grant for an
Individual License.* Upon payment of the one hundred dollars (\$100.00)
site license fee, and as long as the Site Licensee complies with the
terms and conditions of this Agreement, Alliance grants the Site
Licensee a nonexclusive license, nontransferable, revocable,
nonassignable license to Use the Software, in executable code format
only, on Ten (10) computers at a Licensed Single Site, or at one
Subsidiary of a Licensed MultiSite for purposes described in the
Documentation.

**2.1** In the event the Site Licensee desires to Use the Software at
more than one Subsidiary of a Licensed MultiSite, the total fee for the
Licensed MultiSite will be determined by adding the total one hundred
dollars (\$100.00) Site License fee for each Subsidiary.

2.2. The Site license only applies to an Authorized Company licensed by
Alliance under this Agreement and its (i) employees when a corporation
or company, (ii) staff members and students when a university, or (ii)
visitors when the visitors are permitted to Use the Company's computers
or computer network.

3\. Additional Authorized Use-Licensee. In addition to the authorized
Uses set forth in Paragraphs 2 , Licensee may Use the Software solely
for its own internal Use and copy the Software for backup and archival
purposes; provided however, that (i) Licensee must reproduce all
copyright notices, trademark notices, and other proprietary notices on
any copies of the Software, and Licensee must not remove or alter those
notices; and (ii) all copies of the Software shall be subject to this
Agreement.

4\. Additional Restrictions-Licensee. Licensee may not transfer the
Software to any third party without the prior written consent of
Alliance. Licensee may not allow the Software to be accessed or Used
over the Internet by any third party. Licensee may not modify, alter, or
create derivative works of the Software in any manner. Licensee may not
rent, lease, loan, sublicense, distribute or otherwise transfer the
Software to any third party, nor Use the Software for commercial
time-sharing or service bureau Use. Licensee may not transfer education,
pre-release, or not-for-resale copies of the Software. This Agreement
describes permitted Uses. Any other Use is prohibited and is considered
infringement under the Copyright Act, 17 U.S.C. Sect. 101 et seq. A
prohibited Use can result in immediate termination of this License.

**5. Copyright and Trademark: Retentions of Rights.** Licensee hereby
acknowledges that the Software is protected by both United States
copyright and trademark laws and international treaty provisions, and
that the copyright and trademark are owned by Alliance as permitted by
the Department of Energy ("DOE").

**5.1** The source code of SUNREL™ is considered to comprise protected
information, which is equivalent to trade secret information, in
accordance with DOE Data Policy. Licensee agrees not to reverse
engineer, decompile, disassemble or otherwise attempt to discover the
source code of the Software, except to the extent Licensee may be
expressly permitted under applicable law, or it is essential to do so in
order to achieve operability of the Software with another software
program, and Licensee has first requested Alliance to provide the
information necessary to achieve such operability, and Alliance has not
made such information available. Alliance has the right to impose
reasonable conditions and to request a reasonable fee before providing
such information.

**5.2** The SUNREL™ trademark shall be Used in accordance with accepted
trademark practice, including identification of trademarks owner's
names. The SUNREL™ trademark can only be Used to identify printed output
produced by the Software, and such Use of the SUNREL™ does not give
Licensee any right of ownership therein.

**5.3** Alliance hereby reserve all rights, title and interest in and to
the Software and SUNREL™ trademark which are not explicitly granted to
Licensee herein, and without limiting the generality of the foregoing,
Alliance retains all title, copyright, trademark, and other proprietary
interests in the Software and any copies thereof, and Licensee does not
acquire any rights, express or implied, in the Software and in the
SUNREL™ trademark, other than those specifically set forth in this
Agreement.

**6. No Maintenance or Support.** Alliance shall be under no obligation
whatsoever to: (i) provide maintenance or support for the Software; or
(ii) to notify Licensee of bug fixes, patches, or upgrades to the
Software (if any). If, in its sole discretion, Alliance makes a Software
bug fix, patch or upgrade available to Licensee and does not separately
enter into a written license agreement with Licensee relating to such
bug fix, patch or upgrade, then it shall be deemed incorporated into the
Software and subject to this Agreement.

**7. U.S. Government Rights.** The Software was developed under funding
from the DOE, and the U.S. Government consequently retains certain
rights as follows: the U.S. Government has been granted for itself and
others acting on its behalf a paid-up, nonexclusive, irrevocable,
worldwide license in the Software to reproduce, prepare derivative
works, and perform publicly and display publicly. Beginning five (5)
years after the date permission to assert copyright is obtained from the
DOE, and subject to any subsequent five (5) year renewals, the U.S.
Government is granted for itself and others acting on its behalf a
paid-up, nonexclusive, irrevocable, worldwide license in the Software to
reproduce, prepare derivative works, distribute copies to the public,
perform publicly and display publicly, and to permit others to do so.

**8. WARRANTY DISCLAIMER.** THE SOFTWARE IS SUPPLIED "AS IS" WITHOUT
WARRANTY OF ANY KIND. Alliance AND THE DOE, AND THEIR EMPLOYEES: (1)
DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NONINFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY
OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE
SOFTWARE, (3) DO NOT REPRESENT THAT USE OF THE SOFTWARE WOULD NOT
INFRINGE PRIVATELY OWNED RIGHTS, AND (4) DO NOT WARRANT THAT THE
SOFTWARE WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY
ERRORS WILL BE CORRECTED.

**9. LIMITATION OF LIABILITY.** IN NO EVENT WILL Alliance AND THE DOE BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS OR LOSS OF DATA, FOR ANY REASON WHATSOEVER, WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF Alliance AND THE
DOE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO
EVENT SHALL Alliance AND THE DOE'S LIABILITY FOR DAMAGES ARISING FROM OR
IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR
THE SOFTWARE.

**10. Indemnity.** Licensee shall indemnify, defend, and hold harmless
Alliance, the DOE, and their agents, officers, and employees, against
any and all claims, suits, losses, damage, costs, fees, and expenses
arising out of or in connection with this Agreement. Licensee shall pay
all costs incurred by Alliance and the DOE in enforcing this provision,
including reasonable attorney fees.

**11. Term and Termination.** The license granted herein under this
Agreement will continue perpetually unless terminated by Alliance in
accordance with this Agreement. If Licensee breaches any term of this
Agreement, and fails to cure such breach within thirty (30) days of the
date of written notice, this Agreement shall immediately terminate. Upon
any such termination, Licensee shall immediately cease using the
Software, return it to Alliance, or destroy all copies of the Software
and provide Alliance with written certification of Licensee's compliance
with the foregoing. Termination shall not relieve Licensee from its
obligations arising prior to such termination, including but not limited
to the responsibility to pay previously accrued fees. Notwithstanding
any provision of this Agreement to the contrary, Sections 8 through 11
shall survive termination of this Agreement.

**12. Export Controls.** Licensee shall observe all applicable United
States and foreign laws and regulations (if any) with respect to the
export, re-export, diversion or transfer of the Software related
technical data and direct products thereof, including, without
limitation, the Export Administration Regulations.

**13. General.** This Agreement shall be governed by the laws of the
State of Colorado, excluding its rules governing conflicts of laws. No
provision in either party\'s purchase orders, or in any other business
forms employed by either party will supersede the terms of this
Agreement, and no modification or amendment of this Agreement is
binding, unless in writing signed by a duly authorized representative of
each party. This Agreement is binding upon and shall inure to the
benefit of Alliance, its successors

> and assigns. This Agreement represents the entire understanding of the
> parties, and supersedes all previous communications, written or oral,
> relating to the subject of this Agreement. If you have any questions
> concerning this license, contact National Renewable Energy Laboratory,
> Technology Transfer Office1617 Cole Boulevard, Mail Stop 1635 Golden,
> Colorado 80401-3393, Attn: Richard Bolin- via e-mail at
> <technology_transfer@nrel.gov>.

**13.1** If any part of this Agreement is found void and unenforceable,
it will not affect the validity of the balance of the Agreement, which
shall remain valid and enforceable according to its terms. This
Agreement may only be modified in writing signed by Alliance. Alliance
may license updates to Licensee with additional or different terms. This
is the entire Agreement between Licensee and Alliance relating to the
Software and it supersedes any prior representations, discussions,
undertakings communications or advertising relating to the Software.

**BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, AND/OR CLICKING THE
"I AGREE" BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE OF THE TERMS AND
CONDITIONS HEREIN.**

> **I AGREE \[\_\_\_\_\_\_\] I DO NOT AGREE \[\_\_\_\_\_\_\]**