Common use of RESTRICTIONS AND PROTECTIONS Clause in Contracts

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (iv) disable, modify or circumvent the license management system provided with the Software; (v) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vi) disclose results of any Software benchmark tests without MSC’s prior written consent; (vii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization organisation and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Authorised Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized unauthorised access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC and/or its suppliers. 5.4 Upon not less than fifteen (15) days written notice, MSC or its authorised agent may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with MSC’s audit and provide reasonable assistance and access to information. In addition to any other remedies available to MSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and Documentation in excess of Customer’s license rights. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or MSC’s pricing in connection with this Agreement to any third-party.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-time- sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 5.2 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.

RESTRICTIONS AND PROTECTIONS. 5.1 4.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or FFT (and its suppliers, as applicable). Accordingly, Customer shall not: (i) reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSCFFT’s prior written consent, or use the Software or Documentation in connection with the development of any competing product or service; (viiviii) disclose, displaydisclose or display (except as may be expressly permitted under a Demonstration License), or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement; or (x) access or use modules of the Software for which Customer has no valid license. Customer agrees to notify MSC FFT immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 4.2 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 4.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of FFT (and its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by FFT (and its suppliers, as applicable). 4.4 Upon fifteen (15) days written notice, FFT may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with FFT’s audit and provide reasonable assistance and access to information. FFT shall not be responsible for Customer’s costs incurred in cooperating with the audit. 4.5 Customer acknowledges that the obligations of Customer under this Section 4 are of a special and unique character which gives them peculiar value to FFT for which FFT cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which FFT may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC and/or its suppliers. 5.4 Upon fifteen (15) days written notice, MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with MSC’s audit and provide reasonable assistance and access to information. In addition to any other remedies available to MSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and Documentation in excess of Customer’s license rights. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of this Agreement or MSC’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-time- sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, MSC or its authorized agent may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with MSC’s audit and provide reasonable assistance and access to information. In addition to any other remedies available to MSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and Documentation in excess of Customer’s license rights. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or MSC’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled. 6 POST DEPLOYMENT SUPPORT (“Support”). 6.1 If Customer acquires Support for Software, then during the applicable Support term and subject to the terms and conditions of this Agreement, MSC (or its Reseller, as applicable) will provide Customer with error corrections, updates and subsequent releases of the Software (and updated Documentation), if any, that MSC, in its sole discretion, makes generally available at no additional charge to its end-users who are on Support. Support shall not entitle Customer to any release, option, module, or future product, which MSC, in its sole discretion, licenses separately or offers for an additional fee. MSC is under no obligation to develop any future programs or functionality. MSC reserves the right to discontinue, in whole or in part, and at any time, offering Support for any Software or platform. 6.2 Further, if Customer acquires Support for Software, then during the applicable Support term and subject to the terms and conditions of this Agreement, MSC (or its Reseller, as applicable) will provide Customer with technical support via telephone, email and any other means MSC, in its sole discretion, makes generally available from time to time under technical support for that Software toolkit. Support is provided only for the then-current major release and the immediately preceding major release (as designated by MSC) of the Software, running unaltered, and on an appropriate hardware and operating system configuration, as specified in the applicable Documentation. Technical support is limited to reasonable assistance in response to Customer’s technical support inquiries regarding: (i) Software installation, (ii) Software errors, and (iii) general questions regarding the usage of Software features. Technical support does not include training, consulting, on-site services, or the provision of engineering judgment for a customer-specific simulation. Upon request, Customer shall provide information required by MSC (or its Reseller, as applicable) to verify that Customer and the specific license are entitled to technical support. 6.3 If Customer acquires Support, the term for Support shall be as set forth in the Order Schedule. Unless otherwise agreed to by the parties in writing: (i) annual Support renewal, if any, will be at MSC's then-current Support prices, and (ii) to purchase any Support, Customer is required to purchase Support for all licenses of the same Software. In the event that Support expires or was not originally purchased, upon the commencement of Support a reinstatement fee will be assessed in accordance with MSC's then current policies. In addition to any other remedies available to MSC, MSC reserves the right to refuse to provide Support if Customer is overdue on any payment obligation under this Agreement. 6.4 MSC’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for a failure to meet any obligation under Support and failure to cure such deficiency after thirty (30) days written notice will be that Customer may terminate Support for the Software involved and receive a pro-rata return of any Support fees paid for the remaining unused Support period of the Software involved.

RESTRICTIONS AND PROTECTIONS. 5.1 4.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or (and its suppliers, as applicable). Accordingly, Customer shall not: (i) reverse- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent, or use the Software or Documentation in connection with the development of any competing product or service; (viiviii) disclose, displaydisclose or display (except as may be expressly permitted under a Demonstration License), or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement; or (x) access or use modules of the Software for which Customer has no valid license. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 4.2 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 4.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC (and its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and its suppliers, as applicable). 4.4 Upon fifteen (15) days written notice, MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with MSC’s audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. 4.5 Customer acknowledges that the obligations of Customer under this Section 4 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, MSC or its authorized agent may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with MSC’s audit and provide reasonable assistance and access to information. In addition to any other remedies available to MSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and Documentation in excess of Customer’s license rights. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or MSC’s pricing in connection with this Agreement to any third- party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC Hexagon and/or its suppliers. Accordingly, Customer shall not: (i) reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSCHexagon’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC Xxxxxxx immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with Hexagon’s audit and provide reasonable assistance and access to information. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and Documentation in excess of Customer’s license rights. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled. 6 POST DEPLOYMENT SUPPORT (“Support”). 6.1 If Customer acquires Support for Software, then during the applicable Support term and subject to the terms and conditions of this Agreement, Hexagon will provide Customer with error corrections, updates and subsequent releases of the Software (and updated Documentation), if any, that Hexagon, in its sole discretion, makes generally available at no additional charge to its end-users who are on Support. Support shall not entitle Customer to any release, option, module, or future product, which Hexagon, in its sole discretion, licenses separately or offers for an additional fee. Hexagon is under no obligation to develop any future programs or functionality. Hexagon reserves the right to discontinue, in whole or in part, and at any time, offering Support for any Software or platform. 6.2 Further, if Customer acquires Support for Software, then during the applicable Support term and subject to the terms and conditions of this Agreement, Hexagon (or its Reseller, as applicable) will provide Customer with technical support via telephone, email and any other means Hexagon, in its sole discretion, makes generally available from time to time under technical support for that Software toolkit. Support is provided only for the then-current major release and the immediately preceding major release (as designated by Hexagon) of the Software, running unaltered, and on an appropriate hardware and operating system configuration, as specified in the applicable Documentation. Technical support is limited to reasonable assistance in response to Customer’s technical support inquiries regarding: (i) Software installation, (ii) Software errors, and (iii) general questions regarding the usage of Software features. Technical support does not include training, consulting, on-site services, or the provision of engineering judgment for a customer-specific simulation. Upon request, Customer shall provide information required by Hexagon (or its Reseller, as applicable) to verify that Customer and the specific license are entitled to technical support. 6.3 If Customer acquires Support, the term for Support shall be as set forth in the Order Schedule. Unless otherwise agreed to by the parties in writing: (i) annual Support renewal, if any, will be at Hexagon's then-current Support prices, and (ii) to purchase any Support, Customer is required to purchase Support for all licenses of the same Software. In the event that Support expires or was not originally purchased, upon the commencement of Support a reinstatement fee will be assessed in accordance with Hexagon's then current policies. In addition to any other remedies available to Hexagon, Hexagon reserves the right to refuse to provide Support if Customer is overdue on any payment obligation under this Agreement. 6.4 Hexagon’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for a failure to meet any obligation under Support and failure to cure such deficiency after thirty (30) days written notice will be that Customer may terminate Support for the Software involved and receive a pro-rata return of any Support fees paid for the remaining unused Support period of the Software involved.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (ivv) disable, modify or circumvent the license management system provided with the Software; (vvi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vivii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viiviii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (viiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.2 Customer shall not sublicense, rent, loan or lease, all or part of the Software or Documentation to any third party. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.3 5.2 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.