NIKU OPEN WORKBENCH
SOFTWARE LICENSE AGREEMENT

1. Software. For the purposes of this Agreement, "Software" means Niku Open Workbench, together with any revisions or updates thereto.
2. Grant of License. Niku grants you a non-exclusive license to use the object code version of the Software. This license will also govern any upgrades to the Software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.
3. Termination of License. If you breach this Agreement, your right to use the Software will terminate immediately, without notice. All provisions of this Agreement shall survive termination, save for section 2, Grant of License. Upon termination, you must destroy all copies of the Software.
4. Warranty And Liability Disclaimer. NIKU IS MAKING THE SOFTWARE AVAILABLE TO YOU ON AN "AS IS" BASIS. NIKU DOES NOT MAKE AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT, EXCEPT AS REQUIRED BY LAW, NIKU WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF BUSINESS OR DATA, LOSS OF USE, LOST SAVINGS, OR ANY OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES, NOR FOR ANY DIRECT DAMAGES FOR CLAIMS RELATING TO THE SOFTWARE OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT OR IN TORT. No agent of Niku is authorized to incur warranty obligations on behalf of Niku or modify these limitations.
5. Proprietary Rights; Source Code. The Software is made available in object code form. Download of the source code for the Software, and creation of any modification or extension thereto, is subject to the separate Niku Open Workbench Public License. Nothing herein shall operate to limit any rights or obligations granted under the Niku Open Workbench Public License. Subject to the foregoing, Niku reserves all rights in the Software, except as expressly granted in this Agreement. You may not remove or alter any trademark, logo, copyright or other proprietary notice in the Software, nor may you use the name or logo of Niku for any purpose whatsoever.
6. General.

6.1 Governing Law. Any action related to this Agreement will be governed by California law and controlling U.S. federal law. You agree that any suit, action, or proceeding arising out of or related to this Agreement or any of the transactions contemplated by this Agreement will be exclusively subject to the jurisdiction and venue of the United States District Court for the Northern District of California or the jurisdiction and venue of any California superior or municipal court located in San Mateo County, and you waive any and all objections to such jurisdiction and venue.

6.2 Relationship. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than as provided herein, nor bind the other party.

6.3 Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.

6.4 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.

6.5 Export Controls. This license is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority regarding the Software and its use.

6.6 Entire Agreement. This Agreement is the parties' entire agreement relating to its subject matter. It supercedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of each party. This Agreement shall be binding on the successors and assigns of each party.