Data Utility License This Data Utility License (the "License") describes the only terms by which Id Software, Inc., ("Id") a Texas corporation doing business at 18601 LBJ Frwy., Suite 615, Mesquite, Texas 75150, authorises the use of the Trademark in connection with promoting the distribution of a software utility (the "Utility") that manipulates data from the registered version of the software game entitled DOOM (the "Program"). "Distribute" means to distribute for money or other consideration or for free. It includes copying onto magnetic disks, CD-ROM's, or any other tangible medium now or subsequently known, and distribution by retail rack, direct mail, catalog, advertisement, or trade show. The Program is currently distributed by Id, and its authorized licensees, under the trademark DOOM (the "Trademark"). In connection with this License, Id will allow Licensee to use certain software code (the "Binary Space Partition") in NEXTSTEP Objective C, to be delivered "as is" and without warranty, either express or implied. "You" shall mean the licensee ("Licensee") shown on page 2 hereof, 1) LICENSE: Id Software hereby grants Licensee and Licensee hereby accepts a non-exclusive, non-assignable, and non-sublicensable right to use the Trademark solely to promote the Utility during the term hereof. Id Software hereby grants Licensee and Licensee hereby accepts a non-exclusive, non-assignable, and non-sublicensable right to use the Binary Space Partition for purposes of developing the Utility. 2) OWNERSHIP RIGHTS: You acknowledge that Id owns all right, title, and interest, including all copyrights, trademarks, trade secret rights, in and to the Binary Space Partition and the Program and all elements comprising the Binary Space Partition and the Program, including, but not limited to, the characters, images, scenes, artwork, events, storyline, and sound depicted therein and the routines, subroutines, techniques, algorithms, and other such elements, and all right, title, and interest including all copyrights, trademarks, and trade secrets in and to the Trademark. Except as otherwise licensed by Id in writing, Id reserves all right, title and interest to market, sell, and distribute the Program, to utilize the Trademark, and to utilize the Binary Space Partition. 3) AUTHOR'S DUTIES: You, the author of the Utility, may use the Trademark to promote Distribution of the Utility on a non-exclusive basis and may use the Binary Space Partition to develop the utility during the term of this limited License so long as you: a) Execute this License and promptly deliver an executed original to Id; b) Certify that your Utility doesn't work with the shareware version of the Program; c) Do not Distribute the Utility with any other product; d) Make distribution copies only using high quality disks and duplication technology and comply with all laws, treaties, ordinances and regulations which relate to the production, marketing and distribution of the Utility; and e) Conspicuously place the following on the packaing and in the text for the Utility: "DOOM (tm) is a registered trademark of Id Software, Inc. The DOOM (tm) characters and the Id Software logo are trademarks of Id Software, Inc. DOOM (tm) Copyright (R) 1993. Id Software, Inc. All rights reserved. This utlity product is not a product of Id Software, Inc... and has not been approved by Id Software, Inc. Id Software will not provide technical suport for this product. The purchaser of this utility product may not distribute for money or other consideration any software data created and/or modified by the use ot this utlity product. 4) RESTRICTIONS ON USE AND ASSIGNABILITY: The reverse engineering, decompiling, disassembling, or modification of the Program is prohibited. You rights under this License are personal to you and are not assignable or in any way transferable. This License shall inure to the benefit of Id and its assigns and successors and Id may assign its rights hereunder. Any Distribution by you or anyone that buys the Utility from you of the data manipulated by the Utility is prohibited. 5) NO WARRANTIES: ITS YOUR OBLIGATION TO OBTAIN A COPY OF THE PROGRAM AND YOU ACKNOWLEDGE THE PROGRAM IS PROVIDED "AS-IS". NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE MADE AS TO IT, THE BINARY SPACE PARTITION OR ANY MEDIUM THEY MAY BE ON. ID WILL PROVIDE NO REMEDY FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING FROM THE PROGRAM OR THE BINARY SPACE PARTITION, INCLUDING SUCH FROM NEGLIGENCE, STRICT LIABILITY, OF BREACH OF WARRANTY OR CONTRACT, EVEN AFTER NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. ID MAKES NO WARRANTIES OF ANY KIND UNDER THIS LICENSEE. 6) TERM AND TERMINATION: This License shall begin on the date Id Software executes this Licensee, and shall expire two (2) calendar years from the date Id software executes this License. This License shall be automatically extended for successive one (1) calendar year periods beginning on the original expiration date, unless either party hereto terminates this License. This License shall terminate upon 30 days prior written notice by either of us to the other. Termination will be effective on the thiertieth (30th) day following delivery by the non-terminating party of the written termination notice. You shall have no rights to use the Trademark following termination or expiration of this License. Notwithstanding the foregoing, if the License is terminated by Id by such notice, you may use the Trademark for purposes of marketing the Utility until the earlier of thirty (30) days after the termination date in the notice, or completion of the distribution of the Utility copies you have in stock. Sections 2, 5, 7 will survive the termination or expiration of this license. In the event you breach this License, Id may pursue all remedies against you to which it is entitled under applicable law. You agree that your sole and excusive remedy for any breach of this License by Id to terminate this Agreement. 7) MISCELLANEOUS PROVISIONS: a) You agree that Id will be irreparably damaged if Sections 2., 3., or 4. of this License are breached by you. In the event of your breach, Id will be entitled without bound, other security or proof of damages, to appropriate equitable remedies, including but not limited to injunctive relief, with respect to breaches of such sections, in addition to such other remedies as Id may have under this License of under applicable law. In the event of any breach by you of this License, any exercise by Id of any of its rights or remedies shall not constitute a waiver by Id of any other right or remedy. b) You will hold and agree to hold harmless and indemnify Id, its shareholders, officers, directors, attorneys, accountants, affiliates, subsidiaries, agents, employees and independent contractors from damage, loss and expense, including attorney's fees and costs of court, asrising directly or indirectly from your acts and omissions in using the Trademark, using the Binary Space Partition or developing, copying, distributing and selling the Utility. You agree to promptly notify Id of any unauthorized use of the Program or the Binary Space Partition. c) With respect to every matter arising under this License, you consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Dallas, Texas, and to service of process by certified mail, return receipt requested, or as otherwise permitted by applicable law. The laws of the state of Texas and applicable federal law shall govern this License. d) You acknowledge the terms of this License have been freely negotiated and the preparation of this License by counsel for any party will not be material to the construction hereof. The terms of this License shall not be strictly construed against such party and this License represents the entire understanding between parties hereto regarding the subject matter of this License. e) You warrant and represent that you have full legal rights and authority to enter into this License, and to perform your obligations hereunder, and that by entering into this License and performing hereunder, you are not in default under any agreement with any third party, you are not violating the rights of any third party and you are not creating rights in favor of any third party. f) Unless otherwise directed in writing by the parties hereto, all notices, requests, consents and other communications under this License shal be in writing and shall be deemed to have been delivered on the date personally delivered or on the date deposited in the United States Postal Service, postage prepaid, by certified mail, return-receipt requested, or telegraphed and confirmed, or delivered by electronic facsimile and confirmed. The adresses shown below, unless otherwise directed in writing by the parties hereto, shall be the proper adresses for all notices. The undersigned do hereby agree to the terms and conditions of this License. AGREED: AGREED: "LICENSEE" ID SOFTWARE, INC. __________________________ BY:_______________________ BY:__________________________ ITS:______________________ ITS:_________________________ EXECUTED ON:______________ EXECUTED:____________________ ADDRESS:__________________ ADRESS: 18601 LBJ Frwy., __________________________ Suite 615 __________________________ Mesquite, Texas 75150 TELEPHONE:________________ TELEPHONE:___________________ TELECOPIER:_______________ TELECOPIER:__________________