Software License Agreement

In order to use software incorporated into OPTEX CO., LTD. (hereinafter referred to as "OPTEX")'s products (hereinafter referred to as "OPTEX PRODUCTS") as well as software bundled with OPTEX PRODUCTS as ancillary goods, software downloaded in order to make use of OPTEX PRODUCTS,
OPTEX software purchased by you, and software provided to you by OPTEX (including ancillary goods and ancillary documents related to software such as media, manuals etc. as well as online digital documents etc., hereinafter collectively referred to as "the Software"), you are required to agree to this Software License Agreement (hereinafter referred to as "this Agreement"). Prior to opening the Software packaging, or downloading, installing and commencing the use of the Software, please be sure to read this Agreement. By opening the Software packaging, or downloading, installing and commencing the use of the Software, you will, regardless of the circumstances, be deemed to have agreed to this Agreement.

Article 1 Ownership of Rights
1.1 The various rights related to the Software such as copyrights, patent rights, trademarks and other intellectual property rights and know-how (hereinafter referred to as "Rights") belong to OPTEX or to the third parties from whom OPTEX has received licenses to make use of such rights (hereinafter referred to as "OPTEX' Licensors"), and the Software and Rights are protected by copyright law, patent law and other applicable laws, regulations, rules and international treaties related thereto.
1.2 This Agreement does not (i) constitute any assignment of Rights in whole or in part to you (hereinafter referred to as "Licensee"), or (ii) grant Licensee any rights to make use of Rights in whole or in part in excess of the scope of use expressly permitted under this Agreement.

Article 2 Grant of License
OPTEX hereby grants Licensee a non-exclusive, non-transferable, limited right to use, without right of sublicensing, the Software in accordance with the provisions set forth in this Agreement. Licensee shall be entitled to perform the following acts based on said use right:
(1) to use the Software incorporated into OPTEX PRODUCTS for the purpose of Licensee's personal use of said products;
(2) to install and use the Software on the hard disk drive or memory devices of one computer system owned by Licensee for Licensee's personal use; and
(3) to make one copy of the Software for the purposes of back up (but excluding the Software incorporated into OPTEX PRODUCTS as well as the Software the copying of which is otherwise prohibited).

Article 3 Restricted Matters
Licensee shall not commit any of the following acts, and shall not cause any third party to commit any of the following acts, with respect to the Software (if there are any copies, then including said copies) in whole or in part, without having obtained prior written approval from OPTEX:
(1) to use or copy beyond the scope permitted by this Agreement;
(2) to reverse engineer, decompile, disassemble or analyze by any other method;
(3) to change, alter, modify or adapt the Software, or to create derivative or secondary work etc. based on the Software;
(4) to sublicense, loan, lease, rent, sell or assign to third parties; or
(5) to remove or change trademarks, logos, symbol marks, notices of copyrights, labels etc., or to make unauthorized use of the same.

Article 4 Warranty Liability and Disclaimer
4.1 In the event that physical defects in the Software media are discovered, during the ninety (90) day period only following the delivery of the Software to Licensee, OPTEX shall exchange said media for non-defective media without charge.
4.2 THE SOFTWARE IS DELIVERED TO LICENSEE IN "AS IS" CONDITION, AND WITH THE EXCEPTION OF THE WARRANTY SET FORTH IN THE PRECEDING PARAGRAPH, NEITHER OPTEX NOR ANY OF OPTEX' LICENSORS MAKES ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION CONCERNING THE SOFTWARE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY REGARDING DEFECTS, FUNCTION, MERCHANTABILITY, FITNESS FOR A SPECIFIED PURPOSE, OR THAT THE SOFTWARE DOES NOT INFRINGE THIRD PARTY RIGHTS).
4.3 Licensee shall be solely responsible for its selection, adoption, installation, downloading and use of the Software as well as all results of such use. OPTEX SHALL NOT, REGARDLESS OF THE EXISTENCE OF ANY LEGAL CAUSE OF ACTION, BEAR ANY LIABILITY WHATSOEVER WITH RESPECT TO DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF THE INSTALLATION, DOWNLOADING OR USE OF THE SOFTWARE, OR RESULTING FROM THE USE, NON-USE OF OR THE INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, INDIRECT DAMAGES, ACTUAL DAMAGES, LOSS OF PROFITS AND ANY OTHER DERIVATIVE, INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES). SUCH EXCLUSION SHALL APPLY EVEN IF OPTEX COULD FORESEE THE OCCURRENCE OF SAID DAMAGES, OR EVEN IF OPTEX COULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
4.4 OPTEX's grant of license rights to Licensee is contingent upon the legal validity of the provisions set forth in Paragraph 4.2 and Paragraph 4.3. In the event that Paragraph 4.2 and/or Paragraph 4.3 are not legally valid in whole or in part, this Agreement shall immediately and automatically terminate, and all rights licensed to Licensee shall automatically extinguish. In such case, this Agreement shall be deemed terminated retroactive to its date of execution, and OPTEX shall have absolutely no liability to Licensee with respect to said termination.

Article 5 Confidentiality Obligations
5.1 Licensee hereby acknowledges and agrees that the Software is comprised of confidential information owned by OPTEX or OPTEX' Licensors. Licensee shall not leak or otherwise disclose the Software (if there are any copies, then including said copies) to third parties without having obtained prior written approval from OPTEX.
5.2 Licensee shall manage the Software (if there are any copies, then including said copies) in an appropriate manner using the same degree of care it uses with respect to its own confidential information, and shall establish reasonable measures to prevent any illegal copying, unauthorized use, unauthorized disclosure and so forth.

Article 6 Termination
6.1 In the event that Licensee breaches any of the provisions of this Agreement, OPTEX shall be entitled to immediately terminate this Agreement without any kind of notice or warning to Licensee.
6.2 In a case under the preceding paragraph, all rights to the Software licensed to Licensee shall automatically extinguish and Licensee shall immediately cease all use of the Software. Further, Licensee shall destroy or completely delete the Software (if there are any copies, then including said copies) in an unrecoverable condition. No payments made by Licensee based on this Agreement will be refunded.

Article 7 Compensation of Damages
7.1 In the event that OPTEX suffers damages and/or losses arising from Licensee's breach of any of the provisions of this Agreement, OPTEX shall, without waiving its other rights and remedies, be entitled to demand compensation from Licensee for all such damages and/or losses, and Licensee shall make indemnification for the same.
7.2 Licensee hereby acknowledges and agrees that legal damages will not suffice to remedy a breach of this Agreement by Licensee and that OPTEX shall be entitled to apply for an injunction in addition to any other rights available to it.

Article 8 Effective Term
8.1 This Agreement shall come into effect when Licensee opens the Software packaging, or installs, downloads and commences use of the Software, and with the exception of its termination based on Article 6 or termination based on the agreement of both parties, it shall remain in effect until Rights belonging to OPTEX and/or OPTEX' Licensors expire.
8.2 Notwithstanding the preceding paragraph to the contrary, Article 3, Paragraph 4.2, Paragraph 4.3, Article 5, Paragraph 6.2, Article 7, as well as Paragraphs 9.2 through 9.8 shall remain in effect even following the termination of this Agreement.

Article 9 General Provisions
9.1 OPTEX shall be entitled to change or update/upgrade the content of the Software without prior notice of any kind. Further, the decision whether or not to provide Licensee with modified software and software for the purpose of modification (hereinafter collectively referred to as "Modified Software") as well as information concerning modification, the period of providing, the method of providing and so forth shall be determined by OPTEX at its free discretion. Modified Software provided to Licensee shall be deemed the Software.
9.2 The Software (including technical data included in the Software) may be subject to the application of the export control laws and regulations of Japan. Further, it may be subject to the application of the export and import control rules and regulations of other countries such as the US export control laws and regulations. Licensee hereby agrees to comply with all such export control laws and regulations, and shall refrain from directly or indirectly exporting, transferring or transmitting the Software to any restricted country under such export control laws and regulations without following lawful procedures.
9.3 Licensee shall not assign, transfer or otherwise dispose of this Agreement in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of OPTEX. Any assignment, transfer or disposition without such consent shall be void.
9.4 With the exception of a case under Paragraph 4.4, in the event that any provision of this Agreement is subsequently held to be illegal, unenforceable or invalid by any court or other agency having competent jurisdiction or authority, such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the remaining provisions of this Agreement. The parties shall substitute for the affected provision a valid, legal and enforceable provision which approximates the original intent of the affected provision as closely as possible.
9.5 Failure or delay by either party in requiring performance by the other party of any provision under this Agreement shall not in any way adversely affect such provision thereafter. The waiver by either party of a breach by the other party of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same provision.
9.6 The headings used herein are inserted for convenience of reference only, and shall not affect the interpretation of the provisions of this Agreement.
9.7 The constitution, validity, construction and performance of, as well as any other matters related to, this Agreement shall be governed by and construed in accordance with the laws of Japan in all respects.
9.8 Any disputes arising from or in connection with this Agreement or any breach hereof shall be resolved by discussion between the parties; provided, however, that in the event that a satisfactory conclusion cannot be achieved by the parties, such matter shall be resolved by civil litigation at the Otsu District Court, Shiga Prefecture, Japan.
9.9 This Agreement constitutes the entire agreement between Licensee and OPTEX concerning the licensed rights to use the Software, taking precedence in application over any matters agreed orally or in writing with Licensee prior to the execution of this Agreement. No supplement, amendment or modification of this Agreement shall be binding unless made in a writing signed by the parties hereto.
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OPTEX CO., LTD.
5-8-12 Ogoto, Otsu, Shiga, 520-0101, Japan

8000360