LICENSE AGREEMENT

INCLUDING TERMS OF USE FOR NOVATEL APPLICATION SUITE

BY INDICATING "I AGREE" IN THE SPACE PROVIDED AT THE END OF THIS LICENSE AGREEMENT INCLUDING TERMS OF USE (hereinafter referred to as “TERMS”), YOU (AS AN INDIVIDUAL AND ON BEHALF OF YOUR COMPANY, (hereinafter referred to as “You” or “Licensee”) AGREE WITH ALL THESE TERMS.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT INSTALL, COPY OR USE THIS ELECTRONIC PRODUCT (SOFTWARE, FIRMWARE, SCRIPT FILES, OR OTHER ELECTRONIC PRODUCT WHETHER ON A CD OR AVAILABLE ON THE NovAtel Inc. WEB SITE) (hereinafter referred to as "Software").

  1. License: NovAtel Inc. ("NovAtel") grants you a non-exclusive, non-transferable revocable, non-sub licensable, limited license (not a sale) to use the Software and accompanying product manual or written materials accompanying the Software (“Documentation”) with the product(s) as supplied by NovAtel, solely where the Software will be used on NovAtel supplied hardware or in conjunction with other NovAtel supplied software and subject to the terms of these Terms including early termination as set forth in these Terms.. You agree not to use the Software for any purpose other than the due exercise of the rights and licenses hereby granted to you.

  2. Proprietary Rights including Copyright: The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of NovAtel and/or its suppliers. Nothing in this Agreement will be deemed to convey to You any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and You agree not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to You in these Terms are reserved by NovAtel and/or its suppliers. You must treat the Software and Documentation like any other copyrighted material except that you may make one copy of the Software solely for backup or archival purposes (one copy may be made for each piece of NovAtel hardware on which it is installed or where used in conjunction with other NovAtel supplied software), the media of said copy shall bear labels showing all trademark and copyright notices that appear on the original copy. You may not copy the Documentation. No right is conveyed by this Agreement for the use, directly, indirectly, by implication or otherwise by Licensee of the name of NovAtel, or of any trade names, trademarks or nomenclature used by NovAtel, or any other words or combinations of words proprietary to NovAtel, in connection with this Agreement, without the prior written consent of NovAtel.

  3. Intellectual Property Infringement: NovAtel shall not be liable to indemnify the Licensee against any loss sustained as the result of any claim made or action brought by any third party for infringement of any letters patent, registered design or like instrument of privilege, trade secret, copyright or other intellectual property claim by reason of the use or application of the Software or Documentation by the Licensee or any other information supplied or to be supplied to the NovAtel pursuant to the terms of these Terms.. NovAtel shall not be bound to take legal proceedings against any third party in respect of any infringement of letters patent, registered design or like instrument of privilege, trade secret, copyright or other intellectual property right which may now or at any future time be owned by it. However, should NovAtel elect to take such legal proceedings, at NovAtel's request, Licensee shall reasonably co-operate with NovAtel in all legal actions concerning this license of the Software under this Agreement taken against any third party by NovAtel to protect its rights in the Software. NovAtel shall bear all reasonable costs and expenses incurred by Licensee in the course of co-operating with NovAtel in such legal action.

  4. Restrictions: You may 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 use the Software in connection with computer-based services business or publicly display visual output of the Software, except as expressly permitted under this Agreement or transmit the Software over a network, by telephone or electronically using any means; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without NovAtel’s prior written consent; (viii) disclose, display, or permit access to or use of the Software or Documentation by persons other than within the scope of the license acquired by You; or (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. You agree to notify NovAtel promptly of any unauthorized access to or use of the Software. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use.

  5. Term and Termination: This Agreement and the rights and licenses hereby granted shall continue in force in perpetuity unless terminated by NovAtel or Licensee in accordance herewith. In the event that the Licensee shall at any time during the term of this Agreement: (i) be in breach of its obligations hereunder where such breach is irremediable (a breach of Section 4 is in all cases irremediable) or if capable of remedy is not remedied within 30 days of notice from NovAtel requiring its remedy; or (ii) be or become bankrupt or insolvent or make any composition with its creditors or have a receiver or manager appointed of the whole or any part of its undertaking or assets or (otherwise as a solvent company for the purpose of and followed by an amalgamation or reconstruction hereunder its successor shall be bound by its obligations hereunder) commence to be wound up; or iii) be acquired or otherwise come under the direct or indirect control of a person or persons other than those controlling it, then and in any event NovAtel may forthwith by notice in writing terminate this Agreement together with the rights and licenses hereby granted by NovAtel. Licensee may terminate this Agreement by providing 30 days prior written notice to NovAtel. Upon termination, for any reasons, the Licensee shall promptly, on NovAtel's request, return to NovAtel or at the election of NovAtel destroy all copies of the Documentation and any documents and extracts comprising or containing the Software. The Licensee shall also erase any copies of the Software residing on Licensee's computer equipment. Termination shall be without prejudice to the accrued rights of either party, including payments due to NovAtel. This provision shall survive termination of this Agreement howsoever arising.

  6. Warranty:

    1. For 90 days from the date of shipment of new purchased product which includes the licensed Software, NovAtel warrants that the media (for example, compact disk) on which the Software is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect.

    2. NovAtel does not warrant the contents of the Software or that it will be error free. The Software is furnished "AS IS" and without warranty as to the performance or results you may obtain by using the Software. The entire risk as to the results and performance of the Software is assumed by you.

    3. NovAtel does not warrant any maintenance support, updates or upgrades. Its sole obligations are as stated herein.

  7. Indemnification: NovAtel shall be under no obligation or liability of any kind (in contract, tort or otherwise and whether directly or indirectly or by way of indemnity contribution or otherwise howsoever) to the Licensee , including for any maintenance or support, and the Licensee will indemnify and hold NovAtel harmless against all or any loss, damage, actions, costs, claims, demands and other liabilities or any kind whatsoever (direct, consequential, special or otherwise) arising directly or indirectly out of or by reason of the use by the Licensee of the Software whether the same shall arise in consequence of any such infringement, deficiency, inaccuracy, error or other defect therein and whether or not involving negligence on the part of any person.

  8. Updates, Upgrades, and Support: For Software UPDATES and UPGRADES, and regular customer support, contact the NovAtel GPS Hotline at 1-800-NOVATEL (U.S. or Canada only), or 403-295-4500, Fax 403-295-4501, e-mail to support.novatel@hexagon.com, website: http://www.novatel.com or write to:

    NovAtel Inc.

    Hexagon Calgary Campus

    10921 14th Street NE

    Calgary, Alberta, Canada

    T3K 2L5

  9. Notices: All notices, requests and other communications required or permitted by this Agreement to NovAtel shall be in writing and mailed with postage prepaid and a receipt requested, or by a nationally recognized courier services, to the address set forth in Section 8 hereof. Notices delivered personally will be deemed received on the date delivered or refused. Notices to NovAtel shall not be effective unless a copy is also sent by email to legal.ap@hexagon.com.

  10. Disclaimer of Warranty and Limitation of Liability:

    1. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NovAtel MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE or fitness for a particular purpose. NovAtel DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. IN NO EVENT WILL NovAtel's LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF NovAtel HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.

    2. NovAtel will not be liable for any loss or damage caused by delay in furnishing the Software or any other performance under this Agreement.

    3. NovAtel's entire liability and your exclusive remedies for our liability of any kind (including liability for negligence) for the Software and Documentation covered by these Terms and all other performance or non-performance by NovAtel under or related to this Agreement are to the remedies specified by this Agreement. To the extent any applicable law limits the scope of this Section 10(c), these Terms shall be interpreted to conform to such law in a manner that limits NovAtel’s liability to the fullest extent allowed by law.

  11. Export: You acknowledge that the Software and Documentation are subject to applicable export laws, including those of Canada, United Kingdom, United States and the European Union, and any other jurisdiction in which the same are utilized, and may be restricted or prohibited with respect to the customer, country or nature of end-use. You shall not divert, export, re-export or import Software or Documentation or any portion thereof: (i) to or in a restricted country; (ii) to any entity or person on any denial/debarment list; or (iii) for any prohibited use, as designated by applicable export laws. Applicable export laws are subject to change and you alone shall be responsible for compliance therewith.

  12. Governing Law: This Agreement is governed by the laws of the Province of Alberta, Canada. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Alberta as the exclusive jurisdiction in the event of a dispute. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.