1
For individuals and/or legal entities resident in the Americas (North
2
America, Central America and South America), the applicable licensing
3
terms are specified under the heading "Technology Preview License 
4
Agreement: The Americas".
5
6
For individuals and/or legal entities not resident in The Americas, the
7
applicable licensing terms are specified under the heading "Technology 
8
Preview License Agreement: Rest of the World". 
9
10
11
TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
12
Agreement version 2.4
13
14
This Technology Preview License Agreement ("Agreement") is a legal
15
agreement between Nokia Inc. ("Nokia"), with its registered office at
16
102 Corporate Park Drive, White Plains, N.Y., U.S.A. 10604 and you (either an
17
individual or a legal entity) ("Licensee") for the Licensed Software (as
18
defined below). 
19
20
1. DEFINITIONS
21
22
"Affiliate" of a Party shall mean an entity (i) which is directly or
23
indirectly controlling such Party; (ii) which is under the same direct
24
or indirect ownership or control as such Party; or (iii) which is
25
directly or indirectly owned or controlled by such Party. For these
26
purposes, an entity shall be treated as being controlled by another if
27
that other entity has fifty percent (50 %) or more of the votes in such
28
entity, is able to direct its affairs and/or to control the composition
29
of its board of directors or equivalent body. 
30
31
"Applications" shall mean Licensee's software products created using the
32
Licensed Software which may include portions of the Licensed Software.
33
34
"Term" shall mean the period of time six (6) months from the later of
35
(a) the Effective Date; or (b) the date the Licensed Software was
36
initially delivered to Licensee by Nokia. If no specific Effective Date
37
is set forth in the Agreement, the Effective Date shall be deemed to be
38
the date the Licensed Software was initially delivered to Licensee. 
39
40
"Licensed Software" shall mean the computer software, "online" or
41
electronic documentation, associated media and printed materials,
42
including the source code, example programs and the documentation
43
delivered by Nokia to Licensee in conjunction with this Agreement. 
44
45
"Party" or "Parties" shall mean Licensee and/or Nokia.
46
47
48
2. OWNERSHIP
49
50
The Licensed Software is protected by copyright laws and international
51
copyright treaties, as well as other intellectual property laws and
52
treaties. The Licensed Software is licensed, not sold. 
53
54
If Licensee provides any findings, proposals, suggestions or other
55
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
56
shall own all right, title and interest including the intellectual
57
property rights in and to such Feedback, excluding however any existing
58
patent rights of Licensee. To the extent Licensee owns or controls any
59
patents for such Feedback Licensee hereby grants to Nokia and its
60
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
61
royalty-free license to (i) use, copy and modify Feedback and to create
62
derivative works thereof, (ii) to make (and have made), use, import,
63
sell, offer for sale, lease, dispose, offer for disposal or otherwise
64
exploit any products or services of Nokia containing Feedback,, and
65
(iii) sublicense all the foregoing rights to third party licensees and
66
customers of Nokia and/or its Affiliates. 
67
68
69
3. VALIDITY OF THE AGREEMENT
70
71
By installing, copying, or otherwise using the Licensed Software,
72
Licensee agrees to be bound by the terms of this Agreement. If Licensee
73
does not agree to the terms of this Agreement, Licensee may not install,
74
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
75
of the terms and conditions of this Agreement, Nokia grants Licensee the
76
right to use the Licensed Software in the manner provided below. 
77
78
79
4. LICENSES
80
81
4.1. Using and Copying
82
83
Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
84
license to use and copy the Licensed Software for sole purpose of
85
designing, developing and testing Applications, and evaluating and the 
86
Licensed Software during the Term. 
87
88
Licensee may install copies of the Licensed Software on an unlimited
89
number of computers provided that (a) if an individual, only such
90
individual; or (b) if a legal entity only its employees; use the
91
Licensed Software for the authorized purposes. 
92
93
4.2	No Distribution or Modifications
94
95
Licensee may not disclose, modify, sell, market, commercialise,
96
distribute, loan, rent, lease, or license the Licensed Software or any
97
copy of it or use the Licensed Software for any purpose that is not
98
expressly granted in this Section 4. Licensee may not alter or remove
99
any details of ownership, copyright, trademark or other property right
100
connected with the Licensed Software. Licensee may not distribute any
101
software statically or dynamically linked with the Licensed Software. 
102
103
4.3 No Technical Support
104
105
Nokia has no obligation to furnish Licensee with any technical support
106
whatsoever. Any such support is subject to separate agreement between
107
the Parties. 
108
109
110
5. PRE-RELEASE CODE
111
The Licensed Software contains pre-release code that is not at the level
112
of performance and compatibility of a final, generally available,
113
product offering. The Licensed Software may not operate correctly and
114
may be substantially modified prior to the first commercial product
115
release, if any. Nokia is not obligated to make this or any later
116
version of the Licensed Software commercially available. The License
117
Software is "Not for Commercial Use" and may only be used for the
118
purposes described in Section 4. The Licensed Software may not be used
119
in a live operating environment where it may be relied upon to perform
120
in the same manner as a commercially released product or with data that
121
has not been sufficiently backed up. 
122
123
6. THIRD PARTY SOFTWARE
124
125
The Licensed Software may provide links to third party libraries or code
126
(collectively "Third Party Software") to implement various functions.
127
Third Party Software does not comprise part of the Licensed Software. In
128
some cases, access to Third Party Software may be included along with
129
the Licensed Software delivery as a convenience for development and
130
testing only. Such source code and libraries may be listed in the
131
".../src/3rdparty" source tree delivered with the Licensed Software or
132
documented in the Licensed Software where the Third Party Software is
133
used, as may be amended from time to time, do not comprise the Licensed
134
Software. Licensee acknowledges (1) that some part of Third Party
135
Software may require additional licensing of copyright and patents from
136
the owners of such, and (2) that distribution of any of the Licensed
137
Software referencing any portion of a Third Party Software may require
138
appropriate licensing from such third parties. 
139
140
141
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
142
143
The Licensed Software is licensed to Licensee "as is". To the maximum
144
extent permitted by applicable law, Nokia on behalf of itself and its
145
suppliers, disclaims all warranties and conditions, either express or
146
implied, including, but not limited to, implied warranties of
147
merchantability, fitness for a particular purpose, title and
148
non-infringement with regard to the Licensed Software. 
149
150
151
8. LIMITATION OF LIABILITY 
152
153
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
154
Licensee, whether in contract, tort or any other legal theory, based on
155
the Licensed Software, Nokia's entire liability to Licensee and
156
Licensee's exclusive remedy shall be, at Nokia's option, either (A)
157
return of the price Licensee paid for the Licensed Software, or (B)
158
repair or replacement of the Licensed Software, provided Licensee
159
returns to Nokia all copies of the Licensed Software as originally
160
delivered to Licensee. Nokia shall not under any circumstances be liable
161
to Licensee based on failure of the Licensed Software if the failure
162
resulted from accident, abuse or misapplication, nor shall Nokia under
163
any circumstances be liable for special damages, punitive or exemplary
164
damages, damages for loss of profits or interruption of business or for
165
loss or corruption of data. Any award of damages from Nokia to Licensee
166
shall not exceed the total amount Licensee has paid to Nokia in
167
connection with this Agreement. 
168
169
170
9.	CONFIDENTIALITY
171
172
Each party acknowledges that during the Term of this Agreement it shall
173
have access to information about the other party's business, business
174
methods, business plans, customers, business relations, technology, and
175
other information, including the terms of this Agreement, that is
176
confidential and of great value to the other party, and the value of
177
which would be significantly reduced if disclosed to third parties (the
178
"Confidential Information"). Accordingly, when a party (the "Receiving
179
Party") receives Confidential Information from another party (the
180
"Disclosing Party"), the Receiving Party shall, and shall obligate its
181
employees and agents and employees and agents of its Affiliates to: (i)
182
maintain the Confidential Information in strict confidence; (ii) not
183
disclose the Confidential Information to a third party without the
184
Disclosing Party's prior written approval; and (iii) not, directly or
185
indirectly, use the Confidential Information for any purpose other than
186
for exercising its rights and fulfilling its responsibilities pursuant
187
to this Agreement. Each party shall take reasonable measures to protect
188
the Confidential Information of the other party, which measures shall
189
not be less than the measures taken by such party to protect its own
190
confidential and proprietary information. 
191
192
"Confidential Information" shall not include information that (a) is or
193
becomes generally known to the public through no act or omission of the
194
Receiving Party; (b) was in the Receiving Party's lawful possession
195
prior to the disclosure hereunder and was not subject to limitations on
196
disclosure or use; (c) is developed by the Receiving Party without
197
access to the Confidential Information of the Disclosing Party or by
198
persons who have not had access to the Confidential Information of the
199
Disclosing Party as proven by the written records of the Receiving
200
Party; (d) is lawfully disclosed to the Receiving Party without
201
restrictions, by a third party not under an obligation of
202
confidentiality; or (e) the Receiving Party is legally compelled to
203
disclose the information, in which case the Receiving Party shall assert
204
the privileged and confidential nature of the information and cooperate
205
fully with the Disclosing Party to protect against and prevent
206
disclosure of any Confidential Information and to limit the scope of
207
disclosure and the dissemination of disclosed Confidential Information
208
by all legally available means. 
209
210
The obligations of the Receiving Party under this Section shall continue
211
during the Initial Term and for a period of five (5) years after
212
expiration or termination of this Agreement. To the extent that the
213
terms of the Non-Disclosure Agreement between Nokia and Licensee
214
conflict with the terms of this Section 9, this Section 9 shall be
215
controlling over the terms of the Non-Disclosure Agreement. 
216
217
218
10. GENERAL PROVISIONS
219
220
10.1	No Assignment
221
222
Licensee shall not be entitled to assign or transfer all or any of its
223
rights, benefits and obligations under this Agreement without the prior
224
written consent of Nokia, which shall not be unreasonably withheld. 
225
226
10.2 	Termination
227
228
Nokia may terminate the Agreement at any time immediately upon written
229
notice by Nokia to Licensee if Licensee breaches this Agreement. 
230
231
Upon termination of this Agreement, Licensee shall return to Nokia all
232
copies of Licensed Software that were supplied by Nokia. All other
233
copies of Licensed Software in the possession or control of Licensee
234
must be erased or destroyed. An officer of Licensee must promptly
235
deliver to Nokia a written confirmation that this has occurred. 
236
237
10.3	Surviving Sections 
238
239
Any terms and conditions that by their nature or otherwise reasonably
240
should survive a cancellation or termination of this Agreement shall
241
also be deemed to survive. Such terms and conditions include, but are
242
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
243
10.5, 10.6, 10.7, and 10.8 of this Agreement. 
244
245
10.4	Entire Agreement 
246
247
This Agreement constitutes the complete agreement between the parties
248
and supersedes all prior or contemporaneous discussions,
249
representations, and proposals, written or oral, with respect to the
250
subject matters discussed herein, with the exception of the
251
non-disclosure agreement executed by the parties in connection with this
252
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
253
Section 9. No modification of this Agreement shall be effective unless
254
contained in a writing executed by an authorized representative of each
255
party. No term or condition contained in Licensee's purchase order shall
256
apply unless expressly accepted by Nokia in writing. If any provision of
257
the Agreement is found void or unenforceable, the remainder shall remain
258
valid and enforceable according to its terms. If any remedy provided is
259
determined to have failed for its essential purpose, all limitations of
260
liability and exclusions of damages set forth in this Agreement shall
261
remain in effect. 
262
263
10.5	Export Control
264
265
Licensee acknowledges that the Licensed Software may be subject to
266
export control restrictions of various countries. Licensee shall fully
267
comply with all applicable export license restrictions and requirements
268
as well as with all laws and regulations relating to the importation of
269
the Licensed Software and shall procure all necessary governmental
270
authorizations, including without limitation, all necessary licenses,
271
approvals, permissions or consents, where necessary for the
272
re-exportation of the Licensed Software., 
273
274
10.6	Governing Law and Legal Venue
275
276
This Agreement shall be governed by and construed in accordance with the
277
federal laws of the United States of America and the internal laws of
278
the State of New York without given effect to any choice of law rule
279
that would result in the application of the laws of any other
280
jurisdiction. The United Nations Convention on Contracts for the
281
International Sale of Goods (CISG) shall not apply. Each Party (a)
282
hereby irrevocably submits itself to and consents to the jurisdiction of
283
the United States District Court for the Southern District of New York
284
(or if such court lacks jurisdiction, the state courts of the State of
285
New York) for the purposes of any action, claim, suit or proceeding
286
between the Parties in connection with any controversy, claim, or
287
dispute arising out of or relating to this Agreement; and (b) hereby
288
waives, and agrees not to assert by way of motion, as a defense or
289
otherwise, in any such action, claim, suit or proceeding, any claim that
290
is not personally subject to the jurisdiction of such court(s), that the
291
action, claim, suit or proceeding is brought in an inconvenient forum or
292
that the venue of the action, claim, suit or proceeding is improper.
293
Notwithstanding the foregoing, nothing in this Section 9.6 is intended
294
to, or shall be deemed to, constitute a submission or consent to, or
295
selection of, jurisdiction, forum or venue for any action for patent
296
infringement, whether or not such action relates to this Agreement. 
297
298
10.7	No Implied License
299
300
There are no implied licenses or other implied rights granted under this
301
Agreement, and all rights, save for those expressly granted hereunder,
302
shall remain with Nokia and its licensors. In addition, no licenses or
303
immunities are granted to the combination of the Licensed Software with
304
any other software or hardware not delivered by Nokia under this
305
Agreement. 
306
307
10.8	Government End Users 
308
 
309
A "U.S. Government End User" shall mean any agency or entity of the
310
government of the United States. The following shall apply if Licensee
311
is a U.S. Government End User. The Licensed Software is a "commercial
312
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
313
consisting of "commercial computer software" and "commercial computer
314
software documentation," as such terms are used in 48 C.F.R. 12.212
315
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
316
through 227.7202-4 (June 1995), all U.S. Government End Users acquire
317
the Licensed Software with only those rights set forth herein. The
318
Licensed Software (including related documentation) is provided to U.S.
319
Government End Users: (a) only as a commercial end item; and (b) only
320
pursuant to this Agreement. 
321
322
323
324
325
326
TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
327
Agreement version 2.4
328
329
This Technology Preview License Agreement ("Agreement") is a legal
330
agreement between Nokia Corporation ("Nokia"), with its registered
331
office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
332
individual or a legal entity) ("Licensee") for the Licensed Software (as
333
defined below). 
334
335
1. DEFINITIONS
336
337
"Affiliate" of a Party shall mean an entity (i) which is directly or
338
indirectly controlling such Party; (ii) which is under the same direct
339
or indirect ownership or control as such Party; or (iii) which is
340
directly or indirectly owned or controlled by such Party. For these
341
purposes, an entity shall be treated as being controlled by another if
342
that other entity has fifty percent (50 %) or more of the votes in such
343
entity, is able to direct its affairs and/or to control the composition
344
of its board of directors or equivalent body. 
345
346
"Applications" shall mean Licensee's software products created using the
347
Licensed Software which may include portions of the Licensed Software.
348
349
"Term" shall mean the period of time six (6) months from the later of
350
(a) the Effective Date; or (b) the date the Licensed Software was
351
initially delivered to Licensee by Nokia. If no specific Effective Date
352
is set forth in the Agreement, the Effective Date shall be deemed to be
353
the date the Licensed Software was initially delivered to Licensee. 
354
355
"Licensed Software" shall mean the computer software, "online" or
356
electronic documentation, associated media and printed materials,
357
including the source code, example programs and the documentation
358
delivered by Nokia to Licensee in conjunction with this Agreement. 
359
360
"Party" or "Parties" shall mean Licensee and/or Nokia. 
361
362
363
2. OWNERSHIP
364
365
The Licensed Software is protected by copyright laws and international
366
copyright treaties, as well as other intellectual property laws and
367
treaties. The Licensed Software is licensed, not sold. 
368
369
If Licensee provides any findings, proposals, suggestions or other
370
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
371
shall own all right, title and interest including the intellectual
372
property rights in and to such Feedback, excluding however any existing
373
patent rights of Licensee. To the extent Licensee owns or controls any
374
patents for such Feedback Licensee hereby grants to Nokia and its
375
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
376
royalty-free license to (i) use, copy and modify Feedback and to create
377
derivative works thereof, (ii) to make (and have made), use, import,
378
sell, offer for sale, lease, dispose, offer for disposal or otherwise
379
exploit any products or services of Nokia containing Feedback,, and
380
(iii) sublicense all the foregoing rights to third party licensees and
381
customers of Nokia and/or its Affiliates. 
382
383
3. VALIDITY OF THE AGREEMENT
384
385
By installing, copying, or otherwise using the Licensed Software,
386
Licensee agrees to be bound by the terms of this Agreement. If Licensee
387
does not agree to the terms of this Agreement, Licensee may not install,
388
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
389
of the terms and conditions of this Agreement, Nokia grants Licensee the
390
right to use the Licensed Software in the manner provided below. 
391
392
393
4. LICENSES
394
395
4.1. Using and Copying
396
397
Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
398
license to use and copy the Licensed Software for sole purpose of
399
designing, developing and testing Applications, and evaluating and the 
400
Licensed Software during the Term. 
401
402
Licensee may install copies of the Licensed Software on an unlimited
403
number of computers provided that (a) if an individual, only such
404
individual; or (b) if a legal entity only its employees; use the
405
Licensed Software for the authorized purposes. 
406
407
4.2	No Distribution or Modifications
408
409
Licensee may not disclose, modify, sell, market, commercialise,
410
distribute, loan, rent, lease, or license the Licensed Software or any
411
copy of it or use the Licensed Software for any purpose that is not
412
expressly granted in this Section 4. Licensee may not alter or remove
413
any details of ownership, copyright, trademark or other property right
414
connected with the Licensed Software. Licensee may not distribute any
415
software statically or dynamically linked with the Licensed Software. 
416
417
4.3 No Technical Support
418
419
Nokia has no obligation to furnish Licensee with any technical support
420
whatsoever. Any such support is subject to separate agreement between
421
the Parties. 
422
423
424
5. PRE-RELEASE CODE
425
426
The Licensed Software contains pre-release code that is not at the level
427
of performance and compatibility of a final, generally available,
428
product offering. The Licensed Software may not operate correctly and
429
may be substantially modified prior to the first commercial product
430
release, if any. Nokia is not obligated to make this or any later
431
version of the Licensed Software commercially available. The License
432
Software is "Not for Commercial Use" and may only be used for the
433
purposes described in Section 4. The Licensed Software may not be used
434
in a live operating environment where it may be relied upon to perform
435
in the same manner as a commercially released product or with data that
436
has not been sufficiently backed up. 
437
438
6. THIRD PARTY SOFTWARE
439
440
The Licensed Software may provide links to third party libraries or code
441
(collectively "Third Party Software") to implement various functions.
442
Third Party Software does not comprise part of the Licensed Software. In
443
some cases, access to Third Party Software may be included along with
444
the Licensed Software delivery as a convenience for development and
445
testing only. Such source code and libraries may be listed in the
446
".../src/3rdparty" source tree delivered with the Licensed Software or
447
documented in the Licensed Software where the Third Party Software is
448
used, as may be amended from time to time, do not comprise the Licensed
449
Software. Licensee acknowledges (1) that some part of Third Party
450
Software may require additional licensing of copyright and patents from
451
the owners of such, and (2) that distribution of any of the Licensed
452
Software referencing any portion of a Third Party Software may require
453
appropriate licensing from such third parties. 
454
455
456
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
457
458
The Licensed Software is licensed to Licensee "as is". To the maximum
459
extent permitted by applicable law, Nokia on behalf of itself and its
460
suppliers, disclaims all warranties and conditions, either express or
461
implied, including, but not limited to, implied warranties of
462
merchantability, fitness for a particular purpose, title and
463
non-infringement with regard to the Licensed Software. 
464
465
466
8. LIMITATION OF LIABILITY 
467
468
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
469
Licensee, whether in contract, tort or any other legal theory, based on
470
the Licensed Software, Nokia's entire liability to Licensee and
471
Licensee's exclusive remedy shall be, at Nokia's option, either (A)
472
return of the price Licensee paid for the Licensed Software, or (B)
473
repair or replacement of the Licensed Software, provided Licensee
474
returns to Nokia all copies of the Licensed Software as originally
475
delivered to Licensee. Nokia shall not under any circumstances be liable
476
to Licensee based on failure of the Licensed Software if the failure
477
resulted from accident, abuse or misapplication, nor shall Nokia under
478
any circumstances be liable for special damages, punitive or exemplary
479
damages, damages for loss of profits or interruption of business or for
480
loss or corruption of data. Any award of damages from Nokia to Licensee
481
shall not exceed the total amount Licensee has paid to Nokia in
482
connection with this Agreement. 
483
484
485
9.	CONFIDENTIALITY
486
487
Each party acknowledges that during the Term of this Agreement it shall
488
have access to information about the other party's business, business
489
methods, business plans, customers, business relations, technology, and
490
other information, including the terms of this Agreement, that is
491
confidential and of great value to the other party, and the value of
492
which would be significantly reduced if disclosed to third parties (the
493
"Confidential Information"). Accordingly, when a party (the "Receiving
494
Party") receives Confidential Information from another party (the
495
"Disclosing Party"), the Receiving Party shall, and shall obligate its
496
employees and agents and employees and agents of its Affiliates to: (i)
497
maintain the Confidential Information in strict confidence; (ii) not
498
disclose the Confidential Information to a third party without the
499
Disclosing Party's prior written approval; and (iii) not, directly or
500
indirectly, use the Confidential Information for any purpose other than
501
for exercising its rights and fulfilling its responsibilities pursuant
502
to this Agreement. Each party shall take reasonable measures to protect
503
the Confidential Information of the other party, which measures shall
504
not be less than the measures taken by such party to protect its own
505
confidential and proprietary information. 
506
507
"Confidential Information" shall not include information that (a) is or
508
becomes generally known to the public through no act or omission of the
509
Receiving Party; (b) was in the Receiving Party's lawful possession
510
prior to the disclosure hereunder and was not subject to limitations on
511
disclosure or use; (c) is developed by the Receiving Party without
512
access to the Confidential Information of the Disclosing Party or by
513
persons who have not had access to the Confidential Information of the
514
Disclosing Party as proven by the written records of the Receiving
515
Party; (d) is lawfully disclosed to the Receiving Party without
516
restrictions, by a third party not under an obligation of
517
confidentiality; or (e) the Receiving Party is legally compelled to
518
disclose the information, in which case the Receiving Party shall assert
519
the privileged and confidential nature of the information and cooperate
520
fully with the Disclosing Party to protect against and prevent
521
disclosure of any Confidential Information and to limit the scope of
522
disclosure and the dissemination of disclosed Confidential Information
523
by all legally available means. 
524
525
The obligations of the Receiving Party under this Section shall continue
526
during the Initial Term and for a period of five (5) years after
527
expiration or termination of this Agreement. To the extent that the
528
terms of the Non-Disclosure Agreement between Nokia and Licensee
529
conflict with the terms of this Section 9, this Section 9 shall be
530
controlling over the terms of the Non-Disclosure Agreement. 
531
532
533
10. GENERAL PROVISIONS
534
535
10.1	No Assignment
536
537
Licensee shall not be entitled to assign or transfer all or any of its
538
rights, benefits and obligations under this Agreement without the prior
539
written consent of Nokia, which shall not be unreasonably withheld. 
540
541
10.2 	Termination
542
543
Nokia may terminate the Agreement at any time immediately upon written
544
notice by Nokia to Licensee if Licensee breaches this Agreement. 
545
546
Upon termination of this Agreement, Licensee shall return to Nokia all
547
copies of Licensed Software that were supplied by Nokia. All other
548
copies of Licensed Software in the possession or control of Licensee
549
must be erased or destroyed. An officer of Licensee must promptly
550
deliver to Nokia a written confirmation that this has occurred. 
551
552
10.3	Surviving Sections 
553
554
Any terms and conditions that by their nature or otherwise reasonably
555
should survive a cancellation or termination of this Agreement shall
556
also be deemed to survive. Such terms and conditions include, but are
557
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
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10.5, 10.6, 10.7, and 10.8 of this Agreement. 
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10.4	Entire Agreement 
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562
This Agreement constitutes the complete agreement between the parties
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and supersedes all prior or contemporaneous discussions,
564
representations, and proposals, written or oral, with respect to the
565
subject matters discussed herein, with the exception of the
566
non-disclosure agreement executed by the parties in connection with this
567
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
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Section 9. No modification of this Agreement shall be effective unless
569
contained in a writing executed by an authorized representative of each
570
party. No term or condition contained in Licensee's purchase order shall
571
apply unless expressly accepted by Nokia in writing. If any provision of
572
the Agreement is found void or unenforceable, the remainder shall remain
573
valid and enforceable according to its terms. If any remedy provided is
574
determined to have failed for its essential purpose, all limitations of
575
liability and exclusions of damages set forth in this Agreement shall
576
remain in effect. 
577
578
10.5	Export Control
579
580
Licensee acknowledges that the Licensed Software may be subject to
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export control restrictions of various countries. Licensee shall fully
582
comply with all applicable export license restrictions and requirements
583
as well as with all laws and regulations relating to the importation of
584
the Licensed Software and shall procure all necessary governmental
585
authorizations, including without limitation, all necessary licenses,
586
approvals, permissions or consents, where necessary for the
587
re-exportation of the Licensed Software., 
588
589
10.6	Governing Law and Legal Venue
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591
This Agreement shall be construed and interpreted in accordance with the
592
laws of Finland, excluding its choice of law provisions. Any disputes
593
arising out of or relating to this Agreement shall be resolved in
594
arbitration under the Rules of Arbitration of the Chamber of Commerce of
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Helsinki, Finland. The arbitration tribunal shall consist of one (1), or
596
if either Party so requires, of three (3), arbitrators. The award shall
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be final and binding and enforceable in any court of competent
598
jurisdiction. The arbitration shall be held in Helsinki, Finland and the
599
process shall be conducted in the English language. 
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601
10.7	No Implied License
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603
There are no implied licenses or other implied rights granted under this
604
Agreement, and all rights, save for those expressly granted hereunder,
605
shall remain with Nokia and its licensors. In addition, no licenses or
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immunities are granted to the combination of the Licensed Software with
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any other software or hardware not delivered by Nokia under this
608
Agreement. 
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610
10.8	Government End Users 
611
 
612
A "U.S. Government End User" shall mean any agency or entity of the
613
government of the United States. The following shall apply if Licensee
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is a U.S. Government End User. The Licensed Software is a "commercial
615
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
616
consisting of "commercial computer software" and "commercial computer
617
software documentation," as such terms are used in 48 C.F.R. 12.212
618
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
619
through 227.7202-4 (June 1995), all U.S. Government End Users acquire
620
the Licensed Software with only those rights set forth herein. The
621
Licensed Software (including related documentation) is provided to U.S.
622
Government End Users: (a) only as a commercial end item; and (b) only
623
pursuant to this Agreement.