Event Details

NON-DISCLOSURE AND SOFTWARE EVALUATION AGREEMENT NUMERIX IS WILLING TO LICENSE NUMERIX CROSSASSET, AN ADD-IN FOR MICROSOFT EXCEL, AND ANY ACCOMPANYING DOCUMENTATION (collectively, the "Software") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS CONTAINED IN THIS SOFTWARE EVALUATION AGREEMENT (this "Agreement"). BY CLICKING ON THE "YES" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN NUMERIX IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE "NO" BUTTON AND THE DOWNLOAD AND/OR INSTALLATION WILL NOT PROCEED. Your use of the Software indicates your acceptance of these terms and conditions. If you do not agree to these conditions, do not install or use the Software. In this Agreement, "Numerix" refers to Numerix. LLC, the licensor of the Software, and "you" refers to the person seeking permission to evaluate the Software (and entity on behalf of which such person is seeking such permission). As the individual agreeing to this Agreement, if applicable, you represent that you have the authority to bind your employer to the terms and conditions hereof. 1. CONFIDENTIAL INFORMATION "Confidential Information" means nonpublic information that Numerix discloses to you in connection with this Agreement and your evaluation of the Software, whether disclosed before, simultaneously with or after the effectiveness of this Agreement. Confidential Information includes, without limitation, non-public information relating to released or unreleased Numerix software products (including without limitation, the Software itself), the marketing or promotion of any Numerix product, Numerix’s business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from Numerix. All non-public information disclosed to you by Numerix, its related entities and/or agents is covered by this Agreement. You agree that you will not provide Numerix with any confidential information, or information relating to any customers, including any personal information. Absent a separately executed agreement regarding confidentiality, Numerix undertakes no obligations of confidentiality or non-disclosure. 2. OBLIGATION OF NON DISCLOSURE You shall not use or disclose any Confidential Information to third parties following the date of its disclosure by Numerix, except as provided for by this Agreement or in accordance with judicial or other governmental order (provided you shall give Numerix reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent). You shall safeguard the Confidential Information and segregate all such Confidential Information from the confidential information of others in order to prevent commingling. You may disclose Confidential Information only to your employees or contractors on a need-to-know basis in connection with your evaluation of the Software; provided, however, that in the case of contractors, you will only disclose Confidential Information to those who are not competitors of Numerix and with whom you have a written agreement containing obligations of confidentiality and non-disclosure that are no less restrictive than those contained in this Agreement. You may not reverse engineer, decompile or disassemble the Software nor utilize the Software for any purpose other than for the purpose of evaluating the Software and entering into an agreement with Numerix relating thereto. 3. EVALUATION OF SOFTWARE (a) For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Numerix, Numerix hereby grants to you, subject to the terms and conditions of this Agreement, a personal, non-transferable, non-exclusive, revocable license to use the Software, on a single computer, for the period stipulated by the license key generated by Numerix for your evaluation, only for non-production, non-commercial, test purposes, and solely to evaluate and test the functionality thereof. Any use of the Software other than as expressly set forth in the previous sentence is prohibited. The license set forth herein may be terminated by Numerix upon written notice to you. All rights, title and interest in and to the Software, including without limitation, copyrights and trade secret rights, belong to Numerix and Numerix holds title to each copy of the Software, and any portion thereof. All rights in and to the Software not expressly granted hereunder are reserved by Numerix and its licensors. (b) THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE. (c) IN NO EVENT SHALL Numerix OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, OR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED TO) "DOWNTIME," EXCESS COSTS, LOSS OF BUSINESS REVENUES, PROFITS OR SAVINGS OR LOSS OF DATA RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NUMERIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. 4. NOTICE OF DISCLOSURE You agree to notify Numerix immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by you, and will cooperate with Numerix in every reasonable way to help Numerix regain possession of the Confidential Information and prevent its further unauthorized use. At Numerix's request, you will enforce the confidentiality obligations of this Agreement against your employees and contractors during and after the term of their employment or engagement. 5. RETURN OF INFORMATION Upon Numerix’s request, you will return or destroy all originals, copies, reproductions and summaries of Confidential Information and certify, in writing, to Numerix that you have done so. 6. INJUNCTIVE RELIEF You acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Numerix shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) as may be deemed proper by a court. 7. INSPECTION Numerix may visit your premises, with reasonable prior notice and during normal business hours, to confirm your compliance with the terms of this Agreement. 8. MISCELLANEOUS (a) All Confidential Information is and shall remain the property of Numerix. By disclosing information to you, other than as expressly set forth herein, Numerix does not grant any express or implied right to or under Numerix’s patents, copyrights, trademarks, or trade secret rights. (b) This Agreement constitutes the entire agreement between you and Numerix with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and manually signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, its agents, or employees, but only by an instrument in writing manually signed by an authorized officer of each party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. (c) If Numerix employs attorneys to enforce any rights arising out of or relating to this Agreement, Numerix shall be entitled to recover reasonable attorneys’ fees. This Agreement will be governed by and interpreted in accordance with the laws of New York State, United States (excluding its conflicts of laws rules) and both parties further consent to exclusive jurisdiction of the federal and state courts having authority over New York City, New York, United States. Both parties hereby exclude the application of the Sale of Goods (United Nations Convention) Act 1995 to this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

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