Print and sign the following form and fax or mail it to
Carla Bagdasaryan, JPL, fax 818 393-1366
________________________________________________________________

         NON-EXCLUSIVE, NON-TRANSFERABLE SOFTWARE LICENSE AGREEMENT


I, the undersigned, agree to the following:

The Jet Propulsion Laboratory ("JPL"), an operating division
of the California Institute of Technology ("CIT"), will
provide you or your company ("LICENSEE") an executable version
of MISR Level 2 Top-of-Atmosphere/Cloud (PGE8a, PGE8c) / NPO 20938 ("SOFTWARE"). 

The SOFTWARE is available to LICENSEE on the following terms:

1. CIT agrees to grant a nonexclusive, non-transferable, royalty-free
  license without the right to sublicense to LICENSEE, and LICENSEE
  agrees to utilize the SOFTWARE for purposes internal to the LICENSEE
  only.  LICENSEE plans to use the SOFTWARE for internal research and
  development only. LICENSEE agrees not to distribute the SOFTWARE to
  any person external to the LICENSEE without the prior written
  permission of CIT.

2. The SOFTWARE is experimental in nature and is being licensed "as
  is". The license of the SOFTWARE does not include any technical
  support.  CIT represents and warrants that it has the right to
  license the SOFTWARE to LICENSEE.

3. None of the SOFTWARE provided may be used in commercial products or
   services directly or indirectly unless a license granting the right
   to use the SOFTWARE in commercial products or services is executed
   between CIT and LICENSEE. LICENSEE agrees that it will not license
   or sell the SOFTWARE or any other software, information or data
   that incorporate any part of the SOFTWARE, including derivative
   works thereof ("DERIVATIVES"), to any other parties.

4. LICENSEE has not been granted any trademark license as part of this
   agreement.

5. CIT will consider all requests for a commercial license, but shall
  be under no obligation to grant such license.

6. LICENSEE agrees that any person within the LICENSEE utilizing the
  SOFTWARE will be advised of, and is subject to, the conditions in
  the Agreement.

7. NO WARRANTY:

                              DISCLAIMER

THE SOFTWARE AND/OR RELATED MATERIALS ARE PROVIDED "AS-IS"
WITHOUT WARRANTY OF ANY KIND INCLUDING ANY WARRANTIES OF PERFORMANCE
OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE (AS SET
FORTH IN UCC 23212-2313) OR FOR ANY PURPOSE WHATSOEVER, FOR THE
LICENSED PRODUCT, HOWEVER USED.

IN NO EVENT SHALL CALTECH/JPL BE LIABLE FOR ANY DAMAGES AND/OR COSTS,
INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST
PROFITS, REGARDLESS OF WHETHER CALTECH/JPL SHALL BE ADVISED, HAVE
REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE
SOFTWARE AND/OR RELATED MATERIALS.

8. All right, title, and interest in and to all data, information, and
  inventions that result from use of the SOFTWARE by the LICENSEE
  shall vest in and belong to the LICENSEE. LICENSEE also agrees to
  acknowledge the CIT in publications that reference the software.

9. This Agreement will be governed by the laws of the State of
   California, and any action brought hereunder shall be within the state
   of California.

10. This Agreement will expire two (2) years from today's date.  Upon
   expiration, the LICENSEE will return any remaining SOFTWARE or will
   certify destruction of the SOFTWARE.

12. If at any time after LICENSEE has received the SOFTWARE, LICENSEE
    has reason to transfer the SOFTWARE or product incorporating the
    SOFTWARE to its subsidiary, associated or related company, either
    within or outside of the United States, LICENSEE shall immediately
    notify CIT of such fact before executing the delivery.  When
    exporting CIT SOFTWARE or product incorporating such SOFTWARE,
    LICENSEE shall have sole responsibility for complying with all
    applicable federal export laws and statutes.

13. Paragraphs 3, 4, 5, 7, 9, 10, and 12 will survive termination or
   expiration of this Agreement.


SOFTWARE: MISR Level 2 Top-of-Atmosphere/Cloud (PGE8a, PGE8c) / NPO 20938



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