
INNOVEDA LICENSE AND SERVICES AGREEMENT

This Agreement ("Agreement") is between the purchaser of this license and its 
agents and representatives (collectively, "Licensee") and Innoveda, Inc., a 
Delaware corporation, and its affiliates, with corporate headquarters located at 
293 Boston Post Road West, Marlboro, MA  01752-4615 USA (collectively 
"Innoveda").
This Agreement governs Innoveda's grant of a license to Licensee to use this 
Licensed Product(s), which is defined as, (i) this computer program and all error 
corrections, Updates and Upgrades hereto (as defined below), in machine 
readable form, furnished to Licensee under this Agreement (the "Software"); (ii) 
all written and electronic materials generally made available by Innoveda for the 
Software (the "Documentation"); and (iii) the code block(s) software for use with 
the Software. 
BY INSTALLING OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES 
THAT IT HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS 
AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY 
THEM.  LICENSEE UNDERSTANDS THAT, IF IT PURCHASED A COPY OF 
THE LICENSED PRODUCT FROM AN AUTHORIZED RESELLER OF 
INNOVEDA, THAT RESELLER IS NOT INNOVEDA'S AGENT AND IS NOT 
AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR 
WARRANTIES, STATUTORY OR OTHERWISE, ON INNOVEDA'S BEHALF 
NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS 
AGREEMENT. 

IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, 
LICENSEE MAY PROMPTLY (BUT IN NO EVENT LATER THAN 30 DAYS 
FROM THE FIRST ATTEMPTED INSTALLATION) RETURN THIS LICENSED 
PRODUCT TO THE PLACE IT OBTAINED THE LICENSED PRODUCT FOR A 
FULL REFUND.  IF LICENSEE SHOULD HAVE ANY DIFFICULTY IN 
OBTAINING SUCH REFUND, PLEASE CONTACT INNOVEDA AT 800-456-
8439 FROM THE UNITED STATES OR AT  USA-508-480-0881  FROM 
OUTSIDE THE UNITED STATES.

1. DEFINITIONS.
1.1 "Designated Equipment" means (a) for licenses that are restricted to Use on 
only one computer ("Node Locked License"), the individual computer on 
which the Software is first installed and (b) for licenses that permit the Use of 
the Software on more than one computer ("Floating License"), the computer 
server on which the Software licensing mechanism is first installed and the 
number of individual computers for which a license fee has been paid.
1.2. "Designated Location" means the street address of the Designated 
Equipment.
1.3. "Proprietary Information" means: (a) Innoveda's marketing, product, 
business and other strategies and plans; (b) any other information of 
Innoveda disclosed in tangible form and marked or identified as proprietary 
or confidential; and (c) the source code, object code, internal design and 
implementation techniques of the Software.  Excluded from Proprietary 
Information is any information that is: (d) rightfully in the public domain; (e) 
rightfully in Licensee's possession prior to receipt from Innoveda; (f) 
rightfully learned by Licensee from a third party not in violation of any 
obligation of confidentiality or other right; or (g) developed independently by 
Licensee without benefit of the Proprietary Information.
1.4. "Territory" means the country of the Designated Location.
1.5. "Update(s)" means a new release of a particular Software program which 
provides error corrections or enhanced functionality and for which Innoveda 
does not charge a license or update fee to licensees of that Software 
program.
1.6. "Upgrade(s)" means a Software program with greater or different capability 
than the Software program to be upgraded and for which Innoveda charges 
a license fee to licensees of the Software program to be upgraded.
1.7. "Use" means copying all or any portion of the Software into a computer or 
transmitting it to a computer for processing of its instructions or displaying 
any portion of the Software in connection with the processing of such 
machine instructions.

2. PAYMENT AND INSTALLATION.
2.1. Payment.  Licensee shall pay Innoveda in full for the Licensed Product 
within thirty (30) days of the invoice date, provided, however, that payment 
may become immediately due if Licensee's account becomes delinquent.  
Licensee shall pay for each installment delivery of Licensed Product.
2.2. Installation.  Licensee shall be responsible for installation of the Licensed 
Product.

3. LICENSE GRANT.
3.1. Evaluation License.  If this Software has been provided for evaluation by 
Licensee or Licensee has not paid to Innoveda all applicable charges for 
this Software, then Innoveda grants to Licensee only a non-exclusive, non-
transferable, limited-term evaluation license  solely for internal use of the 
Software, and solely for the purpose of testing and evaluating the Software 
to determine if Licensee will purchase a license to the Software from 
Innoveda (an "Evaluation License"). Licensee shall not use the Software in 
the productive course of business or for any purpose other than testing and 
evaluating the Software as described above.  This Evaluation License shall 
be effective as of the date Licensee first installs the Software and shall 
remain in effect only for thirty (30) days, unless this Agreement is 
terminated prior thereto by either party. During the term of this Evaluation 
License, Innoveda shall provide Licensee with maintenance and support 
services for the Software as follows, (i) telephone support from Innoveda 
customer support personnel during Innoveda's normal support business 
hours; and (ii) software updates for the Software as deemed appropriate by 
Innoveda.  Promptly upon the expiration of this Evaluation License, 
Licensee shall either: (a) purchase a standard license for the Software 
pursuant to the terms of this Agreement; or (b) return the Software and all 
related materials to Innoveda.  Failure to return the Software and all such 
materials to Innoveda within thirty-five (35) days of first installation shall be 
deemed to be an election by Licensee to purchase a standard license for 
the Software pursuant to Section 3.2 hereof, and payment for such license 
shall become due and payable thirty (30) days thereafter (65 days after first 
installation).	
3.2. Standard License.  If this Software has been provided to Licensee for use in 
the productive course of business, Innoveda hereby grants, and Licensee 
accepts, a nontransferable, nonsublicensable, perpetual, nonexclusive, 
limited license to Use the Licensed Product in machine readable form only, 
and only on the Designated Equipment at the Designated Location, and 
only for Licensee's internal, normal business purposes; provided, however, 
that if this Licensed Product was licensed under Innoveda's University 
Program, the Licensed Product shall be used only to train Licensee's 
students and shall not be used for any commercial purpose, including but 
not limited to the creation of any commercial product.  The Licensed 
Product shall not be used in a computer service business or in a rental or 
commercial timesharing arrangement.
3.3. Intellectual Property Rights.  All intellectual property rights in and to the 
Licensed Product shall remain the property of Innoveda (and/or its 
suppliers, if applicable), exclusively.  Licensee shall have no rights, title or 
interest in or to the Licensed Product except as expressly set forth in this 
Agreement.
3.4. Use on Designated Equipment.  Use of the Software is restricted to the 
Designated Equipment at the Designated Location, on (a) a single 
computer, in the case of a Node Locked License and (b) via a local-area 
network within the Designated Location on the number of individual 
computers for which a license fee has been paid, in the case of a Floating 
License.  Accessing the Software from any location other than the 
Designated Location via local- or wide-area networking technology, or any 
other means, is prohibited unless Licensee has paid the appropriate 
Innoveda wide-area network license fee for the applicable Software and is 
subject to the restrictions set forth herein.
3.5.   Transfers.  Licensee may change the Designated Equipment or 
Designated Location but only after giving five (5) days prior written notice to 
Innoveda;  provided, however, that if the Designated Equipment becomes 
inoperative Licensee may change the Designated Equipment provided that 
Licensee notifies Innoveda in writing of the change promptly following such 
change.  If the new Designated Location is outside of the Territory, Licensee 
shall pay Innoveda's then standard transfer charges prior to the change in 
Designated Location.  If the Licensed Product is not covered by a Software 
Maintenance Policy (as described below) at the time of a change in 
Designated Equipment or Designated Location, Licensee shall pay 
Innoveda's then standard charges for any assistance provided by Innoveda 
to change the Designated Equipment or Designated Location.  Licensee 
shall, upon request from Innoveda, certify to Innoveda in writing the current 
Designated Equipment and Designated Location.
3.6.   License Terminates.  Licensee's license to Use the Licensed Product that 
is replaced by an Update or an Upgrade shall terminate thirty (30) days after 
the Update or Upgrade is first installed.  Within such thirty (30) day period, 
Licensee shall destroy or archive the original and all copies of the Licensed 
Product that is replaced by the Update or Upgrade, and certify the 
destruction or archiving in writing to Innoveda.

4. PROTECTION OF PROPRIETARY INFORMATION.
4.1. Ownership.  The Proprietary Information of Innoveda shall remain 
confidential and proprietary to Innoveda.
4.2. Source Code.  Licensee shall not attempt to reverse engineer, decompile or 
disassemble the Software or any portion thereof, or otherwise derive its 
source code.
4.3. Copy.  Licensee may make one copy of the Software and Documentation 
solely for backup and archival use, retaining on such copy Innoveda's 
and/or its suppliers' copyright, trademark, confidentiality and other notices.
4.4. Destruction of Software.  Licensee shall erase the Software from all 
Designated Equipment prior to retiring such equipment from active use and 
in the event of termination of this Agreement.
4.5. Inclusion With Other Software.  Licensee may Use the Software within or in 
conjunction with any other software, but must comply with Section 4.4 
above upon termination of this Agreement or change of the Designated 
Equipment, and any use shall always remain subject to this Agreement.
4.6. Confidentiality.  Licensee shall not disclose, provide or otherwise make 
available the Proprietary Information of Innoveda to any person, other than 
authorized employees of Licensee who have signed agreements with 
Licensee providing for the protection of the Proprietary Information, without 
Innoveda's prior written consent.  Licensee shall also protect the Proprietary 
Information through instructions to its employees, access limitations, and 
the like, no less securely than if it were Licensee's own intellectual property. 
Licensee shall not use the Proprietary Information except to the extent 
permitted hereunder.  No media containing the Software, nor any 
Documentation, shall be transferred, reproduced or used in any way, other 
than as expressly permitted by this Agreement.

5. SOFTWARE MAINTENANCE POLICY.
Innoveda recommends that all Software be covered by Innoveda's standard 
Software support services.  In consideration of payment by Licensee of 
Innoveda's standard Software support fees, Innoveda will provide Innoveda's 
standard Software support services for the Software pursuant to Innoveda's 
Software Maintenance Policy described below.  Software support reinstatement 
charges may be incurred in the event of a lapse in Software support coverage 
and subsequent renewal.
5.1. Term of Support.  These support services shall be for an initial support term 
of one year, and thereafter for successive periods of support renewal terms 
of one year each, unless and until terminated pursuant to Section 5.7 below.
5.2. Support Fee.  To obtain support services under the Software Maintenance 
Policy, Licensee shall pay to Innoveda Innoveda's standard annual service 
fee for the Licensed Product.  All service fees are due and payable in full at 
the start of each service term for such Licensed Product described in 
Section 5.1 above. Innoveda may increase its annual service fees at, but 
only at, the beginning of a service term.  If Licensee and Innoveda agree, 
the term of support may be modified and support fees prorated such that the 
term of support for all Licensed Product used by Licensee expire on the 
same date.  Service fees do not include excise, sales, use, value added or 
other similar taxes, nor any duties.  Licensee shall reimburse Innoveda for 
all such taxes and duties incurred by Innoveda in connection with this 
Agreement.  If an Upgrade is provided to Licensee and covered by these 
support services, Licensee shall pay an additional service fee equal to the 
amount by which the annual service fee for the Upgrade exceeds the 
annual service fee for the Licensed Product.
5.3. Support Services. Innoveda will provide Licensee with the following support 
services during the support term for the Licensed Product: (a) telephone 
diagnostics and assistance in the use of the Licensed Product in 
accordance with the Documentation during normal, weekday EST business 
hours, excluding Innoveda holidays; (b) repair or replacement, at Innoveda's 
option, of any media that is defective and which is returned to Innoveda in 
accordance with Section 6.  below; (c) delivery of Updates upon their 
releases by Innoveda; and (d) delivery of Upgrades upon their releases by 
Innoveda, provided that Licensee has ordered the Upgrade and paid the 
applicable Upgrade Fee.  Innoveda will use commercially reasonable efforts 
to respond promptly to all reasonable service requests from Licensee.  
Innoveda shall determine the timing and frequency of its Update and 
Upgrade deliveries. If Licensee and Innoveda mutually agree, Innoveda will 
provide maintenance services to Licensee that are not covered under this 
Section 5.3.  If such services are ordered by Licensee and provided by 
Innoveda, they shall be governed by this Agreement, they shall be provided 
during normal business hours, excluding holidays observed by Innoveda, 
and Licensee shall pay Innoveda's then current standard charges for such 
services.
5.4. Excluded Services. The following services are not included under this 
Section 5:  (a) services necessitated by: (i) relocation, movement, improper 
operation, neglect or misuse of the Licensed Product; (ii) Licensee's failure 
to maintain proper site or environmental conditions; (iii) use of the Software 
with any software or hardware for which it was not intended; (iv) the fault of 
Licensee or Licensee's agents or employees; (v) any attempt at repair, 
maintenance or modification of the Licensed Product performed by anyone 
other than authorized Innoveda service personnel; (vi) casualty, act of God 
or the unauthorized act of any third party; (vii) failure or interruption of any 
electrical power, telephone or communication service or like cause; or (viii) 
any other cause external to the Licensed Product except ordinary Use; (b) 
any service or product not specifically set forth in Section 5.3 above; and (c) 
service at Licensee's location.
5.5. Discontinued Licensed Product.  Innoveda reserves the right to replace a 
Licensed Product that is discontinued or retired by Innoveda with a 
replacement Licensed Product, and negotiate with Licensee the difference 
in price, if any.
5.6. Support Services Cease.  If Licensee ceases paying for support services as 
described herein, Innoveda shall have no further obligations hereunder, and 
Licensee shall promptly pay to Innoveda all fees and charges due 
hereunder.
5.7. Renewal.  Each of Innoveda and Licensee may choose not to renew this 
Agreement for support services at any time by notifying the other party of 
this fact prior to commencement of the next annual service term.  After 
notification, Innoveda will continue to provide support services through the 
end of the paid term.
5.8. University Program.  Any Licensee licensing the Licensed Product through 
Innoveda's University Program shall designate one person, who must be 
properly trained in the operation and use of the Licensed Product, to serve 
as Licensee's contact person for all services performed under this 
Agreement.  All requests for service under this Agreement shall be made by 
Licensee through such contact person.

6. LIMITED WARRANTY AND DISCLAIMER.

THE LICENSED PRODUCT AND ALL OTHER ITEMS AND SERVICES 
PROVIDED IN CONNECTION WITH ANY EVALUATION LICENSE 
HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT ANY 
EXPRESS OR IMPLIED WARRANTY OF ANY KIND.    With respect to any 
license hereunder other than Evaluation Licenses, Innoveda warrants that the 
Software will conform substantially to its Documentation for thirty (30) days from 
delivery and that the media containing the Software will be free of defects in 
material and workmanship under normal use for thirty (30) days from delivery.  
Licensee must obtain a return authorization number from Innoveda before 
returning the Software, media or a Peripheral to Innoveda.  If Innoveda confirms 
a material non-conformity in the Software reported by Licensee in the unaltered 
Software, Innoveda will use commercially reasonable efforts to remedy the 
nonconformance.  Innoveda does not warrant that the operation of the Licensed 
Product will be uninterrupted or error free, nor does it guarantee that its remedial 
efforts will correct any nonconformance.  Corrections and replacements will be 
warranted for the remainder of the original warranty period.  If any Software fails 
to comply materially with any limited warranty set forth in this Section 6 and 
Innoveda does not remedy such failure pursuant to this Section 6, Innoveda's 
sole obligation and liability, and Licensees exclusive remedy, for such failure 
shall be limited:  (i) for non-conforming Software, to the refund of the license fee 
paid for such Software, upon the return of such Software to Innoveda, in which 
event this Agreement shall terminate; and (ii) for defective media to replace the 
defective media that are returned to Innoveda within the warranty period. Some 
jurisdictions do not allow the exclusion or limitation of relief, incidental or 
consequential damages, so the above limitation or exclusion may not apply to 
Licensee.  Innoveda will have no obligation for non-conformities in the Software 
or defects in media that are caused by accident, abuse or misuse of the 
Software, media or Peripheral.  In the event that Innoveda separately grants 
Licensee in writing the right to modify the Licensed Product, Licensee shall 
display Innoveda's and/or its suppliers' copyright, trademark, confidentiality and 
other notices on any portion of the Licensed Product so Used.  INNOVEDA 
MAKES NO CONDITIONS OR WARRANTIES OF ANY KIND, WHETHER 
EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT AS EXPRESSLY 
STATED IN THIS SECTION 6.  INNOVEDA DISCLAIMS ALL OTHER 
CONDITIONS AND WARRANTIES, EXPRESSED AND IMPLIED, STATUTORY 
OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE AND FREEDOM FROM INFRINGEMENT WITH RESPECT TO THE 
LICENSED PRODUCT  AND ALL OTHER PRODUCTS, SUPPORT SERVICES, 
OTHER SERVICES, MATERIALS, DOCUMENTATION AND OTHER ITEMS 
FURNISHED UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.  Some 
States do not allow limitations on how long an implied warranty lasts, so the 
above limitation may not apply to Licensee if prohibited by law.  This warranty 
gives Licensee specific legal rights, and Licensee may also have other rights 
which vary from State to State and which cannot be disclaimed by contract.  

7. INFRINGEMENT.
7.1. Innoveda to Defend.    Innoveda will defend, at its own expense, any action 
against Licensee based on a claim that the Licensed Product infringes a 
United States patent or United States copyright or involves misappropriation 
of a trade secret.  Innoveda will pay such damages or costs as are finally 
awarded against Licensee for such infringement or misappropriation 
provided that Licensee gives Innoveda: (a) prompt written notice of any 
such action and of all prior related claims; (b) sole control of the defense 
and settlement of such action; and (c) full cooperation in any defense or 
settlement.  Innoveda shall not be liable for any fees, costs or damages 
incurred without such prior written notice, control and cooperation.
7.2. Exclusive Remedy.  Should any Licensed Product become, or in Innoveda's 
opinion be likely to become, the subject of a claim of infringement or trade 
secret misappropriation as set forth in Section 7.1 above, Innoveda shall, at 
its option and expense: (a) obtain for Licensee the right to continue using 
the Licensed Product; (b) replace or modify the Licensed Product so its use 
becomes noninfringing or otherwise lawful; or (c) terminate the license 
granted hereunder with respect to the infringing Licensed Product or 
subcomponent and refund the applicable license fee paid by Licensee for 
the Licensed Product or subcomponent, less a reasonable allowance for 
past use based on straight-line depreciation over a three-year period.
7.3. Disclaimer.  Notwithstanding the foregoing, Innoveda shall have no liability 
for any claim of infringement of a patent, copyright or other intellectual 
property right or trade secret misappropriation, based on the use of the 
Licensed Product: (a) on a computer for which it was not designed; (b) with 
any other product not supplied by Innoveda; (c) in any manner or purpose 
for which the Licensed Product was not designed; (d) if the infringement or 
misappropriation would have been avoided by Licensee's use of the most 
current version of the Licensed Product; (e) if it has been modified by 
anyone other than Innoveda; or (f) infringing on intellectual property rights or 
trade secrets owned by Licensee or any of its affiliated companies.
7.4. Exclusive Remedy.  THIS SECTION 7 STATES LICENSEE'S EXCLUSIVE 
REMEDY AND INNOVEDA'S SOLE LIABILITY FOR THE LICENSED 
PRODUCTS OR SOFTWARE INFRINGING ON THE INTELLECTUAL 
PROPERTY RIGHTS OF THIRD PARTIES OR CONSTITUTING A 
MISAPPROPRIATION OF THE TRADE SECRETS OF THIRD PARTIES. 
Some jurisdictions do not allow the exclusion or limitation of relief, incidental 
or consequential damages, so the above limitation or exclusion may not 
apply to Licensee.

8. LIMITATION OF LIABILITY.
8.1. Limitation of Liability.  EXCEPT AS OTHERWISE EXPRESSLY STATED IN 
SECTION 7 ("INFRINGEMENT') OF THIS AGREEMENT, INNOVEDA'S 
(AND ITS SUPPLIERS') ENTIRE LIABILITY, AND LICENSEES 
EXCLUSIVE REMEDY, FOR ANY AND ALL CLAIMS ARISING UNDER OR 
IN CONNECTION WITH THIS AGREEMENT OR RELATED TO ANY ITEM 
OR SERVICE PROVIDED UNDER OR IN CONNECTION WITH THIS 
AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, 
WHETHER IN BREACH OF WARRANTY, CONTRACT, TORT, STRICT 
LIABILITY OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT 
EQUAL TO THE LICENSE FEE PAID TO INNOVEDA BY LICENSEE FOR 
THE LICENSED PRODUCT. IN NO EVENT SHALL INNOVEDA (NOR ANY 
OF ITS SUPPLIERS) BE LIABLE FOR ANY SPECIAL, INDIRECT, 
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES  
(INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOST PROFITS 
AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS), ARISING 
OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY 
PRODUCT, SERVICE OR OTHER ITEM PROVIDED UNDER, OR IN 
CONNECTION WITH, THIS AGREEMENT, WHETHER IN BREACH OF 
WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, 
EVEN IF INNOVEDA HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES. Some jurisdictions do not allow the exclusion or 
limitation of special, incidental, consequential, indirect or exemplary 
damages, or the limitation of liability to specified amounts, so the above 
limitation or exclusion may not apply to Licensee.
8.2. Limitations Period.  Neither party may bring any action under this 
Agreement for any cause whatsoever more than two (2) years after the 
occurrence giving rise to such cause of action; provided however, that this 
Section 8.2 shall not apply to any action brought by Innoveda for violations 
of Section 3 or Section 4 above and actions brought by Innoveda to protect 
its intellectual property rights.

9. DEFAULT AND TERMINATION.
9.1. Default.  Innoveda may, by written notice to Licensee, terminate this 
Agreement, including the licenses granted hereunder, if any of the following 
events occur: (a) the failure of Licensee to pay Innoveda in full any fee or 
charge due to Innoveda if payment is not rendered within ten (10) days after 
Licensee receives written notice that payment is overdue; (b) any breach of 
any material term or obligation of this Agreement if not remedied within 
thirty (30) days after Licensee receives written notice of such breach ; (c) 
any material breach of Section 3 (License Grant) or Section 4 (Protection of 
Proprietary Information) effective immediately upon written notice from 
Innoveda; or (d) the insolvency of Licensee. 
9.2. Termination.  Licensee's right to use the Licensed Product shall cease upon 
termination without further action.  Within seven (7) days of termination, 
Licensee shall return to Innoveda the Licensed Product, including the 
original and all copies of all, Documentation and Software, together with a 
certification by a duly authorized representative of Licensee that all copies 
of the Software not returned have been destroyed.
9.3. No Waiver.  Termination shall be in addition to, and not a waiver of, any 
remedy available to Innoveda at law, equity or under this Agreement.
9.4. Survival.  Notwithstanding the foregoing, the provisions of Sections 2.1 
("Payment"), 4 ("Protection of Proprietary Information"), 6 ("Limited 
Warranty") and 8 ("Limitation of Liability"), shall survive termination.

10. GENERAL.
10.1. Other Agreements.  This Agreement supersedes all prior oral and written 
agreements and understandings between the parties related to the subject 
matter hereof, and constitutes the complete and exclusive statement of 
such agreement.  All orders for Licensed Product issued by Licensee while 
this Agreement is in effect shall be governed by the terms and conditions of 
this Agreement exclusively, and the terms and conditions contained in any 
purchase order issued by Licensee shall be of no force or effect, even if the 
order is accepted by Innoveda.
10.2. Headings.  Headings in this Agreement are for convenience only, and shall 
be disregarded when interpreting the terms hereof.
10.3. Export Controls. In the event Licensee exports the Licensed Product from 
the Territory, Licensee assumes the responsibility for compliance with all 
applicable export and re-export regulations, as the case may be.

10.4. Assignment.  Neither this Agreement nor any of Licensee's rights or 
obligations under this Agreement shall be assigned or transferred by 
Licensee without Innoveda's prior written consent and any attempted 
assignment or transfer without such consent shall be void.  Licensee agrees 
that this Agreement binds Licensee and each of its employees, agents and 
persons associated with it, including Licensee's affiliated and subsidiary 
firms, corporations and other organizations.  Innoveda may assign this 
Agreement and its rights and obligations hereunder without Licensee's 
consent.
10.5. Force Majeure.  Neither party shall not be liable for any failure or delay in 
performing services or any other obligation under this Agreement (other 
than payment obligations), nor for any damages suffered by reason of such 
failure or delay, which is, indirectly or directly, caused by strike, riot, natural 
catastrophe or other act of God, or any other cause beyond either party's 
reasonable control.
10.6. No Waiver.  If either party fails to perform any of its obligations hereunder 
and the other party fails to enforce the provisions relating thereto, such 
party's failure to enforce this Agreement shall not prevent its later 
enforcement.
10.7. Severability.  If any provision of this Agreement is determined by a court to 
be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) 
modified to be made valid, enforceable and legal in such a manner as to 
best effectuate the intent of the parties on the date hereof or (b) deemed 
eliminated where such modification is not practicable.  The remainder of this 
Agreement shall remain in effect in accordance with its terms as modified by 
such modification or deletion.
10.8. Notices.  All notices and correspondence under this Agreement shall be in 
writing and shall be delivered by personal service, confirmed facsimile, 
express courier, or certified mail, return receipt requested.  If to Innoveda, 
Licensee shall deliver notice to the last address to which Licensee sent 
payment for Licensed Product, Software or support services (or to any 
subsequent address communicated to Licensee in writing).  If to Licensee, 
notice shall be delivered to the last address to which Innoveda sent an 
invoice (or to any subsequent address communicated to Innoveda in 
writing).  All notices shall be deemed effective upon receipt if delivered 
personally or sent by express courier or confirmed facsimile, and seven (7) 
days after mailing if sent by certified mail.
10.9. Governing Law.  This Agreement, and all transactions hereunder, shall be 
governed by, and any arbitration hereunder shall apply, the laws of the 
Commonwealth of Massachusetts, excluding (a) its rules regarding conflict 
of laws; (b) the United Nations Convention on Contracts for the International 
Sale of Goods; (c) the 1974 Convention on the Limitation Period in the 
International Sale of Goods; and (d) the Protocol amending the 1974 
Convention, done at Vienna April 11, 1980.
10.10. Attorney Fees and Costs.  If any legal action is brought in connection 
with this Agreement, the prevailing party shall be entitled to receive its 
reasonable attorney fees and costs in addition to any other relief it may 
receive.
10.11. Modifications.  No modifications of this Agreement shall be binding upon 
either party unless made in writing and signed by an authorized 
representative of Innoveda and Licensee.
10.12. Government Use.  If Licensee is a U.S. Government entity, the Software 
and the Documentation are "commercial computer software" or "commercial 
computer software documentation."  Absent a written agreement to the 
contrary, the Government's rights with respect to such Software or 
Documentation are limited by the terms of this Agreement, pursuant to FAR 
' 12.212(a) and/or DFARS ' 227.7202-1(a), as applicable.
10.13. Dispute Resolution. All disputes arising out of or relating to this 
Agreement shall be finally resolved by arbitration conducted in the English 
language in Boston, Massachusetts, U.S.A. under the arbitration rules of the 
American Arbitration Association if Licensee is located in North America or 
under the commercial arbitration rules of the United Nations Commission on 
International Trade Law if the Licensee is located outside of North America.  
Three arbitrators shall be appointed by the President of the American 
Arbitration Association.  Both parties shall bear equally the cost of the 
arbitration (exclusive of legal fees and costs, all of which shall be allocated 
in accordance with Section 10.10 above).  All decisions of the arbitrator(s) 
shall be final and binding on both parties and enforceable in any court of 
competent jurisdiction. Notwithstanding this, application may be made to 
any court for a judicial acceptance of the award or order of enforcement.   
Notwithstanding anything contained in this Section to the contrary, each 
party shall have the right to institute judicial proceedings against the other 
party or anyone acting by, through or under such other party, in order to 
enforce the instituting party's rights hereunder through reformation of 
contract, specific performance, injunction or similar equitable relief. 





