**Exhibit 10.25****PRODUCTS LICENSE AND DISTRIBUTION AGREEMENT**This Product License and Distribution Agreement (“Agreement”) is made and entered into as of theNovember 16, 2001, (the “Effective Date”), by and between Dell Products L.P., a Texas limitedpartnership, by and on behalf of itself and Dell Computer Corporation, a Delaware corporation, andthe other affiliates of Dell Computer Corporation (collectively referred to as “Dell”), with itsprincipal place of business at One Dell Way, Round Rock, Texas 78682, and Network Specialists,Inc., a New Jersey corporation, with its principal place of business at 2 Hudson Place, Hoboken,New Jersey 07030 (“Distributor”).**1. LICENSE AND DISTRIBUTION TERMS AND DEFINITIONS** **1.1** Definitions. The following terms shall have the following meaningswithin this Agreement:     (a) “Customer” shall mean an end-user of the Licensed Products who purchases alicense to the Licensed Products from Dell for their own use.     (b) “Distributor’s Trademarks” shall mean those trademarks, trade names, servicemarks, slogans, designs, distinctive advertising, labels, logos, and othertrade-identifying symbols as are or have been developed and used with the LicensedProducts by Distributor or any of its subsidiaries or affiliate companies anywherein the world.     (c) “Documentation” shall mean the documentation which is typically included byDistributor in the “retail” versions of its standard packaging of the LicensedProducts.     (d) “Licensed Products” shall mean the software listed in Exhibit A andDocumentation.  **1.2** Grant of License. In consideration for Dell paying to Distributorthe royalty fee per license set forth in Exhibit A, Distributor hereby grantsto Dell a world-wide, non-exclusive right and license to sub-license and distributethe Licensed Products to its Customers. Dell may not modify or attempt to modify theLicensed Products, nor create derivative works, nor may Dell sell, rent, sub-license,lease, timeshare or transfer the Licensed Products to any third party, except as maybe expressly authorized under this Agreement. Distributor represents and warrantsthat it has all right, title and interest necessary for it to enter into thisAgreement and to provide the Licensed Products to Dell under the terms and conditionsset forth in herein. *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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 **1.3** Grant of Intellectual Property License. Distributor hereby grantsDell a non-exclusive, non-transferable, royalty-free, worldwide right and license toutilize the Distributor’s Trademarks in connection with advertising, promotion, andlicense of the Licensed Products, subject to any trademark usage guidelines providedby Distributor to Dell from time to time. Dell will use commercially reasonableefforts to avoid any action that materially diminishes the value of Distributor’sTrademarks and agrees that the Distributor’s Trademarks used and owned by Distributorshall remain the exclusive property of Distributor or its designees and that it shallnot acquire any rights in or to any Distributor’s Trademarks by virtue of its usethereof pursuant to this Agreement.  **1.4** No Exclusivity. Dell shall have no obligation to purchase theProducts pursuant hereto. Furthermore, Dell may purchase products that are the same asor similar to the Licensed Products from sources other than Distributor. Nothingunder the foregoing, however, shall be construed to be a license under Distributor’spatents, copyrights, trademarks, trade secrets and other intellectual property rightsexcept as specifically granted in other provisions of this Agreement. This Agreementdoes not constitute an order.  **1.5** End User License Agreements. Dell may distribute and/or sublicensethe Licensed Products by providing each Customer with an end user license agreement ina form substantially similar to that provided by Distributor and attached asExhibit B1 and Exhibit B2.  **1.6** Ownership and Confidentiality. All patents, copyrights, trademarks,trade secrets and other ownership rights in the Licensed Products are and shall remainthe property of Distributor. The source code of the Licensed Products, which is notprovided to Dell or its Customers, and all information regarding the design, structureor internal operation of the Licensed Products are valuable trade secrets ofDistributor (“Confidential Product Information”). Dell shall not sell, transfer,publish, disclose, display or otherwise permit access to any Confidential ProductInformation by any third party, except as may be expressly authorized under thisAgreement. The Licensed Products may not be reverse-engineered, decompiled ordisassembled.  **1.7** Support and Maintenance. NSI shall provide at no additional charge,product support to each Customer for the first year a Licensed Product is licensed tosuch Customer. Thereafter, product support of the Licensed Product shall be providedto each Customer who has elected to purchase an Annual Support and Maintenance RenewalLicense for each Licensed Product. The royalty fee for such Annual Support andMaintenance Contract for each Customer shall be paid to Distributor as set forth inthe Exhibit A.  **1.8** Limited Warranty. Distributor warrants that the Licensed Softwarewill materially comply to Distributor’s then-current published specifications for thelicensed version of the Licensed Products To the extent that Distributorbecomes aware of any significant defect or functional issue, Distributor shall usebest *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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   efforts to remedy any such defects or functional issues in as prompt a manneras is commercially possible. OTHER THAN THE FOREGOING, DISTRIBUTOR MAKES NOWARRANTY, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATIONTHE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AREHEREBY DISCLAIMED. DISTRIBUTOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILLMEET DELL OR ITS CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSEDPRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. Dell and its Customers are solelyresponsible for the selection of the Licensed Software to achieve its intendedresults and for the results actually obtained.  **1.9** Ordering. Dell will place orders via fax or Email or otherelectronic means with Distributor so as to facilitate “expedites” or other specialorders on an ad hoc basis. As long as an order is placed by Dell by 6:00 p.m.prevailing Central time, Distributor shall confirm its acceptance or rejection of amanual order via fax or e-mail within 8 business hours of Distributor’s receipt of theorder. Upon acceptance of the order, Distributor must include in its fax or Emailconfirmation, at a minimum, the invoice and airbill numbers and carrier informationfor the order.  **1.10** Orders. An “Order” will consist of the following information: Ø DellWare PO Number (Customer’s Dell Order Number)  Ø Customer PO Number  Ø Shipping Method  Ø Sku  Ø Manufacturer Part Number  Ø Quantity Ordered  Ø Cost to DellWare  Ø Customer Ship-To Address (Customer P# must be included in the ship-tolabel).  Ø If serial numbers are required, an asterisk (*) will be placed in front ofthe manufacturer part number. **1.11** Product Shipment. All Orders placed by Dell, during business hours,in accordance with this Agreement and accepted by Distributor by 6.00 p.m. prevailingCentral time on a business day shall be completely filled and shipped by Distributor(or made available to Dell’s designated carrier as the case may be) on that samebusiness day, unless otherwise agreed to by both parties. If an Order is accepted byDistributor after 6:00 p.m. prevailing Central time on a business day, thenDistributor shall fill and ship the Order no later than the next business day.  **1.12** Packing Slip Requirements. The following information should appearon the packing slip accompanying all Orders: *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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 Ø DellWare PO Number (Customer’s Dell order number)  Ø Customer PO Number  Ø Shipping Method  Ø Dell’s Return Policy: “You may return your order for any reason within 30days of receipt. Please call Dell customer service at 1-800-847-4098 for areturn authorization number.” (or such other text regarding its then-currentreturn policy as Dell may provide to Distributor from time to time)  Ø Dell Return address: Dell, 8801 Research Blvd., Austin TX 78758,1-800-847-4098 **1.13** Shipping Label Requirements. The following information should appearon the shipping label for all orders: Ø DellWare PO Number (Customer’s Dell order number)  Ø Customer PO Number- located with customer address  Ø Return address: Dell Computer, address of originating warehouse **1.14** Service and Support. Distributor shall make available to Dell(through at least one toll-free 800 or 888 telephone number and e-mail), *, anadequate number of trained and qualified representatives to answer inquiries andperform tracking services with respect to all Orders placed by Dell, including lostshipments, short shipments, billing errors, stock balancing, expedites, defectiveProducts replacement Products, damaged shipments and mis-shipments. Such service andsupport shall be made available to Dell between the hours of * prevailing Centraltime.  **1.15** Freight. Distributor shall set up an account with each of itscarriers that allows Dell to directly access in real time (or as close to real time aspossible) each carrier’s “214 EDI” transmissions relating to shipping statusinformation for all Orders. Distributor or its designated carriers shall ship allOrders within the United States on a next business day delivery basis.  **1.16** Shipment Discrepancies. Short shipment or lost shipment Productcredits will be credited the next business day after Dell has reported the problem tothe Distributor. Full credit for Products will be given for short shipments or lostshipments.  **1.17** Backorders and End of Life Products. Distributor shall immediatelynotify Dell when stock is available for a Product that is being held on backorder, butshall not release the Order for shipment until it has received written or electronicapproval from Dell to do so. Distributor shall provide Dell with at least * advancewritten notice of any Product that will be discontinued or has an end of life status.  **1.18** Returns Policy. Dell may return any Products purchased fromDistributor within * of the invoice date; provided, however, that Dell may return anydefective Product purchased from Distributor within * of the invoice date. Dell mustobtain a Return Material Authorization number (“RMA”) for each Product that is *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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returned to the Distributor. RMA’s will be faxed to Dell within * of such request. Distributor shall credit the amounts for returned Products to Dell’s account on thesame day that Distributor receives the returned Products in its warehouse and shallpromptly send written confirmation of such credits to Dell’s Accounts ReceivableDepartment. Distributor shall not charge Dell any restocking fees for any Productsthat are returned to Distributor in accordance with this Section.**2. PRICING** **2.1** Pricing. License Fees shall be as set forth in Exhibit A, orsuch other means as determined and agreed by the parties in writing subsequent to theexecution of this Agreement.  **2.2** Most Favored Customer. Distributor represents and warrants that the prices for the Productsshall not be less favorable than prices applicable to sales by Distributor to any other customer purchasing likequantities of substantially comparable products. If at any time during the term of this Agreement Distributor accordsto any other such customer more favorable prices, Distributor shall immediately offer to sell the Products to Dellat equivalent prices accorded to such other customer.  **2.3** Volume Rebate Schedule. Distributor shall pay to Dell, in accordancewith Exhibit D, certain amounts based on the total volume of Productspurchased by Dell (“Volume Rebate”) on a quarterly basis (calendar year) or any prorated amount thereof if this Agreement has not been in effect for a full quarter. AllVolume Rebates shall be paid to Dell in the form of a check payable to Dell Products,L.P. within forty-five (45) days after the end of each calendar year and shall beaccompanied by a report detailing the volumes of Products purchased by Dell during therelevant period and the calculation of the Volume Rebate. Distributor shall pay toDell any Volume Rebates based on the schedule (see Exhibit D).  **2.4** Terms. Payment terms will be net * from Dell’s receipt of an invoicefrom Distributor.**3. QUARTERLY BUSINESS REVIEWS AND ASSESSMENT** **3.1** Quarterly Business Reviews. On a quarterly basis, Dell andDistributor will hold Quarterly Business Reviews to review: 1) Distributor’sperformance against the service level standards and operations standards in placebetween the parties, as well as other items, including but not limited to the pricingand quality of the Products, the transmission, fulfillment, and delivery of Products;2) to review success of lead generation and revenue creation; to define demandcreation activities for the next quarter, and to review the next quarter’s forecast;and (3) the Product returns process. Distributor agrees to provide reports asreasonablyrequested by Dell to support these discussions. Meetings will be held in Austin,Texas, unless otherwise mutually agreed to by the parties.  **3.2** Escalation Process. In the event that a specific operational issuearises or systemic operational issues arise during the Term of this Agreement, theparties *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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agree that the contact list set forth in attached Exhibit C will bethe escalation path for Dell personnel and management to address and resolve suchissues.**4. TERM AND TERMINATION** **4.1** Term. This Agreement will begin as of the Effective Date and willcontinue for a period of one (1) year, unless earlier terminated in accordance withSection 4.2 below. The Term will be renewed automatically for successive one (1) yearperiods unless either party notifies the other party in writing of its intent not torenew the Agreement at least sixty (60) days prior to the end of the then currentterm.  **4.2** Termination. Either party may terminate this Agreement for anyreason upon sixty (60) days prior written notice to the other party. Either party mayterminate this Agreement for cause: (i) upon thirty (30) days prior written notice ofa material breach, if the breach has not been cured within the thirty (30) day period(except as provided below); or (ii) immediately upon written notice to the otherparty, (a) if the other party attempts to make an assignment in violation of the termsof this Agreement, (b) if the other party declares insolvency or bankruptcy or apetition is filed in any court and is not dismissed in ninety (90) days to declare theother party bankrupt or for the other part’s reorganization under the United Statesbankruptcy act of any similar statute; or (c) if the other party consents to theappointment of a trustee in bankruptcy or a receiver of similar entity.**5. ADDITIONAL TERMS** **5.1** Dispute Process. Before either party initiates a lawsuit against theother relating to a dispute under this Agreement or the other party’s performancethereunder, the parties agree to work in good faith to resolve between them suchdisputes and claims. To this end, either party may request, after informaldiscussions have failed to resolve a dispute or claim, that each party designate anofficer or other management employee with authority to bind the party to meet in goodfaith and attempt to resolve the dispute. During their discussions, each party willhonor the other’s reasonable requests for information relating to the dispute orclaim.  **5.2** Assignment. This Agreement may not be assigned, in whole or in part,by either party without the prior written consent of the other party, except that eachparty may assign the Agreement to a direct or indirect parent or subsidiary upon priorwritten notice to the other party.  **5.3** Governing Law. This Agreement will be governed by and construed inaccordance with the laws of the State of Texas. The parties are independentcontractors and neither party is an employee, agent, partner, or joint venture of theother.  **5.4** Compliance. *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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 **5.4.1** Since Dell transacts business with the United States government, Distributormust comply with applicable laws and Federal Acquisition Regulations (“FARs”) inorder to do business with Dell. Distributor, therefore, represents and warrantsthat it will comply with applicable FAR regulations. Upon request fromDistributor, and without releasing Distributor from its independent obligationsunder this Section, Dell shall endeavor to assist Distributor in identifying whichFARs may be applicable in connection with transactions hereunder. The partiesagree to cooperate with one another to identify applicable FARs to enableDistributor to comply with its obligations under this Agreement.  **5.4.2** The parties, at their respective expense, will comply with all applicablelaws, orders and regulations of any governmental authority with jurisdiction overtheir activities in connection with this Agreement and will furnish to each otherany information required to enable a party to comply with applicable laws relatedto the Products. **5.5** Indemnities.  **5.5.1** Distributor agrees to defend, indemnify and hold harmless Dell Products L.P,Dell Computer Corporation and Dell Computer Corporation’s subsidiaries andaffiliates and their respective directors, officers, employees, agents, customersand distributors from and against any and all claims, suits, actions, demands,legal proceedings, liabilities, damages, losses, judgments, authorized settlements,costs and expenses, including without limitation attorney’s fees, arising out of orin connection with any alleged or actual: (i) infringement by Distributor of a copyright, patent,trademark, trade secret or other intellectual property right of any thirdparty where such infringement is not due in whole or in part to anymodification of the Licensed Products or their incorporation with othersoftware, hardware or apparatus in ways not contemplated by Distributor’spublished specifications for the licensed version of the Licensed Products;  (ii) claim that a Product provided under this Agreement has causedbodily injury (including death) or has damaged real or tangible personalproperty;  (iii) breach of any of Distributor’s warranties contained in this Agreement;  (iv) claim arising out of or relating to Distributor’s provisionof repaired Products that contain used or refurbished parts that are notclearly and conspicuously labeled as such;  (v) any violation by Distributor of any governmental laws, rules,ordinances or regulations; and/or *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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 (vi) claim by or on behalf of Distributor’s subcontractors,materialmen, providers, employees or agents.   Notwithstanding the foregoing, Distributor shall not be responsible to indemnifyany party herein, including any third party, for consequential, indirect orpunitive damages  **5.5.2** Distributor will provide the above indemnity even if losses are due, oralleged to be due, in part to Dell’s concurrent negligence or other fault, breachof contract or warranty, violation of the Texas Deceptive Trade Practices Act, orstrict liability without regard to fault; provided, however, that Distributor’scontractual obligation of indemnification shall not extend to the percentage of thethird party claimant’s damages or injuries or the settlement amount attributable toDell’s negligence or other fault, breach of contract or warranty, or breach of theTexas Deceptive Trade Practices Act, or to strict liability imposed upon Dell as amatter of law.  **5.5.3** In the event of any such claims, Dell shall: (i) promptly notify Distributor,(ii) provide Distributor a first option to respond, defend and litigate said claimswith counsel of Distributor’s selection (iii) cooperate with Distributor in thedefense thereof, and (iv) not settle any such claims without Distributor’s consent,which Distributor agrees not to unreasonably withhold.  **5.5.4** If Distributor becomes aware of an infringement claim that is being made orappears likely to be made about a Product, Distributor shall promptly notify Dellof such claim. Dell may, at its option, return or cancel any Orders for suchProducts for a full credit or refund of the purchase price.  **5.6** Liability.   **5.6.1** EXCEPT AS SET FORTH BELOW NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS,LOST SAVINGS OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGESUNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OFSUCH DAMAGES.  **5.7** Miscellaneous.  **5.7.1** Dell shall have full freedom and flexibility in its decisions concerning thedistribution and marketing of the Licensed Product, including, without limitation,the decision of whether or not to distribute or discontinue distribution of theLicensed Products. Dell does not guarantee that its marketing of the LicensedProducts will be successful. *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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 **5.7.2** Dell may distribute/sell the Licensed Products on a stand-alone basis or inconjunction with a system sale or lease.  **5.7.3** Any confidential information that will be disclosed by either party relatedto this Agreement shall be disclosed pursuant to the terms and conditions of theNon-Disclosure Agreement between the parties. The terms and conditions of thisAgreement shall be deemed to be confidential information.  **5.7.4** Nothing in this Agreement shall require Dell to purchase from Distributor aminimum quantity or any or all of its requirements for products that are the sameor similar to the Products. Furthermore, Distributor agrees to cooperate and workwith Dell and any other distributors that Dell may engage in connection with theprovision of Products.  **5.7.5** This Agreement and its attached Exhibits/Schedules set forth the entireagreement and understanding of the parties relating to the subject matter containedherein, and merges all prior discussions and agreements, both oral and written,between the parties. Each party agrees that use of pre-printed forms, such aspurchase orders or acknowledgments, is for convenience only and all terms andconditions stated thereon, except as specifically set forth in this Agreement, arevoid and of no effect. Unless otherwise expressly set forth in an Addendum,Exhibit, Attachment or Schedule, as so designated, in the event of a conflictbetween this Agreement and any Addenda, Exhibit, Attachment or Schedule, the termsof this Agreement shall prevail.IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorizedrepresentatives as of the Effective Date.         **DISTRIBUTOR**   **DELL PRODUCTS L.P.**         **By:** /s/ Scott Meyers   **By:** /s/ Bill Morris                  **Name:** Scott Meyers   **Name:** Bill Morris         **Title:** Chief Operating Officer   **Title:** Director, Dell Software         **Date:** 11/14/01   **Date:** 12/10/01 *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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**EXHIBIT A****Licensed Software:** **§** **Double-Take®: Real time transaction based backup software.**  **§** **GeoCluster: adds data redundancy to MSCS Clusters (Microsoft Cluster Services) bycreating replicated disks to all available cluster nodes.****Royalty:**     **§****The discount for this Agreement is:**   o*** off of the then-current list price for all Licensed Programs listed.**   o*** off the then-current list price for all Annual Maintenance Renewals sold to Customers.**   o*** off of the then-current list price for all Training scheduled for internal use.**   o*** off of the then-current list price for all Customer training passed through to NSI.** *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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**EXHIBIT B1****END USER LICENSE AGREEMENT**DOUBLE-TAKE LICENSE AGREEMENTThis purchased version may be used on only one server. NSI Software hereby grants you, the user, alimited, non-transferable license to use this copy of the software as specified by this licenseagreement. By opening, installing, and using this software you signify agreement to all terms ofthis license.You agree that this software remains the property of NSI Software and that you only have a licenseto use this software. NSI Software reserves all other rights to the software.PERMITTED USES-YOU MAY: **•** Use the software on a computer used as a server or its replacement.  **•** Install the software onto a permanent storage device, such as a hard disk, for use byyou on your computer.  **•** Make and maintain backup copies of the software, provided they are used only for yourown backup purposes and you keep possession of all backup copies. This license grantsusage of Double-Take for only one server.USES NOT PERMITTED-YOU MAY NOT: **•** Copy the software except as permitted herein.  **•** Make copies of the manual.  **•** Rent, lease, sub-license, time-share or sell the software or the manual.Any breach of one or more of the provisions of this agreement shall constitute an immediatetermination of your license under this Agreement.You may not reverse engineer, decompile, disassemble, or otherwise attempt directly or indirectlyto discover, use, disclose or transfer any source code or other confidential information containedin the software.NSI SOFTWARE MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONTHE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NSISOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES RELATED TO THE SOFTWARE OR ITSUSE, EVEN IF NSI SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NSI and Double-Take are registered trademarks of Network Specialists Inc. All other products aretrademarks of their respective companies.(c) 1996-2001 NSI Software *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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**EXHIBIT B2****END USER LICENSE AGREEMENT**GEOCLUSTER LICENSE AGREEMENTThis purchased version may be used on only one server. NSI Software hereby grants you, the user, alimited, non-transferable license to use this copy of the Software as specified by this licenseagreement. By opening, installing, and using this Software you signify agreement to all terms ofthis license. You agree that this Software remains the property of NSI Software and that you onlyhave a license to use this Software. NSI Software reserves all other rights to the software.PERMITTED USES-YOU MAY: **•** Use the Software on a computer used as a server or its replacement.  **•** Install the Software onto a permanent storage device, such as a hard disk, for use byyou on your server.  **•** Make and maintain backup copies of the Software, provided they are used only for yourown backup purposes and you keep possession of all backup copies. This license grantsusage of GeoCluster for only one server.USES NOT PERMITTED-YOU MAY NOT: **•** Copy the Software except as permitted herein.  **•** Make copies of the manual.  **•** Rent, lease, sub-license, time-share or sell the Software or the manual.Export Restrictions. You acknowledge that this Software is subject to the export laws of the UnitedStates and agree to comply at all times with such laws. This Software or any components, data, codeor technology thereof may not be exported except in full compliance with all United States andother applicable laws and regulations. You hereby represent and warrant that you: (A) are not acitizen or resident of Cuba, Iraq, Libya, Sudan, North Korea, Iran, or Syria, and if a legalentity, (B) are not an entity formed under the laws of Cuba, Iraq, Libya, Sudan, North Korea, Iran,or Syria, or (C) are not included on the U.S. Treasury Department’s list of Specially Designatednationals or the U.S. Commerce Department’s Table of Deny Orders.Any breach of one or more of the provisions of this agreement shall constitute an immediatetermination of your license under this Agreement. You may not reverse *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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engineer, decompile, disassemble, or otherwise attempt directly or indirectly to discover, use,disclose or transfer any source code or other confidential information contained in the Software.NSI SOFTWARE MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONTHE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NSISOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT ORPUNITIVE DAMAGES RELATED TO THE SOFTWARE OR ITS USE. EVEN IF NSI SOFTWARE IS ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.NSI and Double-Take are registered trademarks of Network Specialists Inc. Double-Take GeoClusterand GeoCluster are trademarks of NSI Software. All other products are trademarks of theirrespective companies.(c) 2000-2001 NSI Software *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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**EXHIBIT C****ESCALATION CONTACT LIST**           Ø **Sales/Customer Service:**                     NSI Operations:                     Global Account Manager    Bruce Shubrook 512-418-1278  Inside Sales:     Rob Dutkiewicz  317-572-1826  Billing/Accounting:     Tushar Hefa  201-656-2121  Shipping:     Yvonne Parkins  201-656-2121  Tech Support:       1-800-775-8674           Ø **Dell Operations:**                     Casey Burns, Product           Marketing Manager (512) 723-          3907 Casey_burns@dell.com                     Linda Chance Dell S&P           Operations (512) 728-8527           Linda_chance@dell.com         *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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**EXHIBIT D****VOLUME REBATE SCHEDULE**Dell must meet or exceed their committed annual forecast of $500,000.00 (at Dell’s purchase price)for Total Sales out of Product Licenses sold. If that is achieved and no outstanding payments aredue to NSI then Dell will receive a check for 10% of that Total Sales to be paid within forty-five(45) days after the end of the year. *  Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
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