Package: dahdi-firmware / 2.11.1.0.20170917-1

Header

Format: https://www.debian.org/doc/packaging-manuals/copyright-format/1.0/

Upstream-Name: dahdi-linux

Source: http://git.asterisk.org/gitweb/?p=dahdi/linux.git;a=summary

Comment: This is a binary package that only installs firmware files and a few scripts to install them. Thus licenses of the source files mostly apply only to redistribution of the sources and not to the binary package. . Several Xorcom firmware files are included. They are freely distributable but may not be modified. The Octasic firmware has even more limitations beyond that and may only be used with the device and such.

Licenses

License: GPL-2-Digium

* This program is free software, distributed under the terms of
* the GNU General Public License Version 2 as published by the
* Free Software Foundation. See the LICENSE file included with
* this program for more details.

On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". 

License: GPL-2+

This package is free software; you can redistribute it and/or modify
it under the terms of the GNU General Public License as published by
the Free Software Foundation; either version 2 of the License, or
(at your option) any later version.

This package is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.  See the
GNU General Public License for more details.

You should have received a copy of the GNU General Public License
along with this program. If not, see <http://www.gnu.org/licenses/>

On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". 

License: GPL-2+-OCTAPI

This file is part of the Octasic OCT6100 GPL API . The OCT6100 GPL API  is 
free software; you can redistribute it and/or modify it under the terms of 
the GNU General Public License as published by the Free Software Foundation; 
either version 2 of the License, or (at your option) any later version.

The OCT6100 GPL API is distributed in the hope that it will be useful, but 
WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY 
or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License 
for more details. 

You should have received a copy of the GNU General Public License 
along with the OCT6100 GPL API; if not, write to the Free Software 
Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA.

On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". 

License: Octasic

                     KEYED OBJECT CODE LICENSE AGREEMENT

THIS OBJECT CODE LICENSE AGREEMENT is made as of the 4th day of June, 2012
(the “Effective Date”) by and between Octasic Inc., a corporation
incorporated under the federal laws of Canada having its principal place of
business at 4101 Molson Street, Suite 300, Montreal, Quebec, Canada H1Y 3L1
and fax no. (514) 282-7672 (“Octasic”) and XORCOM Ltd., a corporation
incorporated under the laws of Israel having its principal place of
business at Rabin House,  Misgav Industrial Park,   20174 Israel  (the
“Licensee”).

BACKGROUND
1. Octasic designs and sells various models of  semiconductor  products  for
   use in various applications.
2. Octasic provides a binary object code image and a  license  key  file  to
   purchasers of its semiconductors which is  loaded  to  a  device  by  the
   purchaser to enable its operation.  A different version  of  the  license
   key file is provided for use with each different model of a semiconductor
   product.
3.  The  Licensee  has  agreed  to  purchase  certain  models   of   Octasic
   semiconductors identified by a valid quotation from Octasic.
4. Octasic has agreed to provide to the Licensee, pursuant to the  terms  of
   this Agreement, a License Unit License to use a single instance of binary
   object code image and license key file in conjunction with  the  purchase
   of a corresponding model of Octasic semiconductor device.
5. Octasic has agreed to provide to the Licensee, pursuant to the  terms  of
   this Agreement, a Development License to use any number of instances of a
   binary object code image and  license  key  file  within  the  Licensee’s
   premises to  develop  product  that  incorporates  one  or  more  Octasic
   semiconductor devices.
6.  If  the  Octasic  code  provided  under  this  agreement   provides   an
   implementation  of  the  Global  IP  Solutions  iLBC  codec,  this   code
   implementation was developed using Source Code from Global  IP  Solutions
   and is distributed under the terms of  the  “Global   IP  Solutions  iLBC
   Public License, v3.0”.  In compliance with said license, the Source  Code
   version of the Original  Code  is  available  under  the  terms  of  this
   license.

NOW THEREFORE the Parties hereby agree as follows:

                                  ARTICLE I
                               INTERPRETATION
   1.1     Definitions.  In this Agreement,  unless  the  context  requires
   otherwise, the following terms shall have the following meanings:
      “Agreement” means this Object Code License Agreement as the  same  may
      be amended from time to time in accordance with the provisions hereof;
      “hereof”, “hereto” and “hereunder” refer to this Agreement as a  whole
      and not to any particular article or section.  “Article” or  “Section”
      refer to the specified article or section of this Agreement;
      “Confidential Information” means all information  relating  to  either
      Party or to such Party’s business, products, sales,  customers,  trade
      secrets, technology or financial position to which access is  obtained
      or granted by virtue of entering into, or carrying out the  terms  of,
      this Agreement which when disclosed to the other Party  is  marked  or
      otherwise designated as confidential or which, by the  nature  of  the
      information or the circumstances of its disclosure,  would  reasonably
      be regarded as confidential.  In all cases,  Confidential  Information
      automatically includes the Object  Code  in  any  form.   Confidential
      Information shall not include any data or  information  which  is,  or
      becomes, publicly available other than by breach of this Agreement  or
      which a Party can establish was  either  lawfully  in  its  possession
      prior to receipt from the disclosing Party  or  was  obtained  from  a
      third party having no obligation of confidence with respect thereto;
      “Device” means an Octasic semiconductor product;
      “Model” means an orderable item from Octasic identified in a valid
      quotation which when purchased by the Licensee results in the delivery
      of a specific Octasic Device and the transfer to the Licensee of a
      single and specific License Unit License identified by the Quotation.
      “Effective Date” has the meaning given thereto on the first page of
      this Agreement;
      “Parties” means Octasic and the Licensee and Party means either one of
      them;
      “Person” includes an individual,  company,  corporation,  partnership,
      government or  governmental  agency,  authority  or  entity  howsoever
      designated or constituted;
      “Object Code” means a binary object code  image  with  its  associated
      license key file which is loaded to a Device to enable its  operation.
      This binary object code image and license key file  are  delivered  by
      Octasic via various media to purchasers of its semiconductor products.
      Different versions of this Object  Code  with  different  license  key
      files may be provided for use with different models and  includes  any
      modifications, improvements, corrections or new versions of the Object
      Code that may be provided by Octasic to  the  Licensee  from  time  to
      time.
1.2   Headings.  The headings in  this  Agreement  are  for  convenience  of
reference only and shall  not  affect  the  construction  or  interpretation
hereof.
1.3   Entire Agreement.  This Agreement  constitutes  the  entire  Agreement
between the Parties pertaining to the subject matter hereof  and  supersedes
all prior agreements, understandings, negotiations and discussions, oral  or
written, between the Parties.  The execution of this Agreement has not  been
induced by, nor do either of the Parties rely upon or  regard  as  material,
any   representations,   warranties,   conditions,   other   agreements   or
acknowledgements not expressly made in this Agreement.
1.4   Severability.  If any of the provisions contained  in  this  Agreement
are found by a court of competent jurisdiction to  be  invalid,  illegal  or
unenforceable in any respect, the validity, legality  or  enforceability  of
the remaining provisions contained herein shall not be in any  way  affected
or impaired thereby.
1.5   Governing Law.  This Agreement shall be governed by and  construed  in
accordance with the laws of the Province of Quebec and the federal  laws  of
Canada applicable therein (excluding  any  conflicts  of  laws  rules  which
would refer its construction to the laws of another jurisdiction) and  shall
be treated, in all respects, as  a  Quebec  contract.   The  Parties  hereby
irrevocably submit to the non-exclusive jurisdiction of the  courts  of  the
Province of Quebec.  The Parties expressly exclude the  application  of  the
United Nations Convention on Contracts for the International Sale of Goods.

                                 ARTICLE II
                                LICENSE TERMS
2.1   License Unit License.  Subject to the terms  and  conditions  of  this
Agreement, for each Model unit purchased  by  Licensee,  Octasic  grants  to
Licensee a limited, nonexclusive, non-transferable,  worldwide  Object  Code
license to use, copy, and distribute the Object Code  solely  when  embedded
in Licensee's product. Each License Unit License  permits  the  loading  and
execution of the Object Code on a single Device. Licensee may sublicense  to
Licensee's customers the right to use the Object Code solely  when  embedded
in Licensee's Product. Licensee agrees any such  sublicense  to  the  Object
Code shall be pursuant to a written license agreement between  Licensee  and
sublicensee which restricts sublicensee's use to Object Code embedded  in  a
product and prohibits sublicensee from copying the Object Code,  or  reverse
engineering, decompiling, or disassembling the  Object  Code.  Licensee  may
not sublicense the Object Code other than as explicitly set  forth  in  this
Section. Licensee does not obtain any rights pursuant to  the  License  Unit
License other than as explicitly granted in this agreement.
2.2   Development License.  Upon execution of this Agreement and subject  to
the terms and conditions of this Agreement, Octasic  grants  to  Licensee  a
limited, nonexclusive, non-transferable, Object Code license to (i) use  the
Object Code for Licensee's internal use on  projects  related  to  producing
products to be sold by Licensee, on Licensee’s premises only  and  (ii)  use
Object Code to demonstrate Licensee's product to  Licensee's  customers  and
potential customers. This Development License only entitles Licensee to  use
the Object Code for internal use and demonstration as set forth herein,  and
does not give the Licensee the right to use  the  Object  Code,  modify  the
Object Code, or distribute, sublicense  or  otherwise  transfer  the  Object
Code directly or indirectly through third parties. Licensee does not  obtain
any rights pursuant to the Development License other than  those  explicitly
granted in this Agreement.
   2.3     Restrictions on Use.  The Licensee acknowledges that the  Object
   Code  represents  an  important  asset  of  Octasic’s   and   that   any
   unauthorized use by the Licensee, or by any other  Person,  could  cause
   significant damage to Octasic’s  business.   Accordingly,  the  Licensee
   agrees that it shall not, for any purpose:
a) attempt to modify the Object Code;
b) attempt to reverse engineer, decompile, disassemble,  reverse  assemble,
   reverse compile or in any other manner attempt to derive source code  or
   other Confidential Information from the Object Code;
c) license or distribute the Object Code in conjunction with  any  computer
   software, firmware or hardware that enables or permits any  use  of  the
   Object Code, or any portion of it, other than the limited uses expressly
   permitted herein; or
   The Licensee shall take all  reasonable  precautions  to  prevent  third
   parties, including its third party  manufacturers  and  customers,  from
   using the Object Code in any way that would constitute a breach of  this
   Agreement including, without limitation, taking such precautions as  the
   Licensee would otherwise take to  protect  its  own  proprietary  Object
   Code.
2.4    Distribution License.  As an alternative to section 2.1  to  2.3  but
subject to the other terms and conditions of this  Agreement,  the  Licensee
may also distribute and sublicense the Object Code as  part  of  a  Licensee
software product.  Although  distributed  separately,  the  Object  code  is
intended to be used solely with the Device.

                                 ARTICLE III
                                    TITLE
   3.1     Octasic Ownership.  The Licensee acknowledges  and  agrees  that
   the Object Code is the exclusive property of Octasic and that no term of
   this Agreement shall be construed as conveying title in the Object Code,
   or any portion thereof, to the Licensee.  The Licensee  shall  not  take
   any action which purports to create a claim, lien or encumbrance on  the
   Object Code and any such act, if taken, shall be void.
   3.2     Copyright Notices.  The Licensee shall ensure that all copies of
   the Object Code distributed  to  its  manufacturers  and  its  customers
   include the copyright notices and proprietary legends of Octasic as they
   appear in the Object Code.

                                 ARTICLE IV
                               CONFIDENTIALITY
   4.1     Confidentiality.  Subject to  Section  4.2  hereof,  each  Party
   agrees that it shall keep the  Confidential  Information  of  the  other
   Party in the strictest confidence and that it shall take all  reasonable
   precautions to  protect  the  Confidential  Information  from  any  use,
   disclosure or copying except as expressly authorized by this  Agreement.
   Each Party shall restrict access  to  the  Confidential  Information  to
   those of its employees  requiring  access  to  it  for  the  purpose  of
   carrying out the terms of, or exercising the rights authorized by,  this
   Agreement.  Each Party shall implement  such  procedures  as  the  other
   Party may reasonably request from time to time to improve  the  security
   of the Confidential Information in its possession.
   4.2     Mandatory Disclosure.  A Party may  disclose  such  Confidential
   Information of the other Party as is required in order to comply with  a
   court order or  other  legal  requirement  provided  that,  if  a  Party
   receives notice indicating that it may be legally compelled to  disclose
   such Confidential Information, it will  provide  the  other  Party  with
   prompt notice of such requirement so that the other Party  may,  at  its
   sole option, discretion and expense, seek a protective  order  or  other
   appropriate remedy.  In  any  event,  a  Party  disclosing  Confidential
   Information pursuant to  this  Section  4.2  shall  only  disclose  that
   portion of the Confidential Information as is required  to  comply  with
   the legal requirement.

                                  ARTICLE V
                                    AUDIT
   5.1     Record  Keeping.   The  Licensee  shall  keep  full,  clear  and
   accurate  records  regarding  the  manufacture  and  sale  of   products
   containing the Object Code or any portion thereof.  These  records,  for
   any particular Object Code, shall be retained  for  at  least  five  (5)
   years from the date that the Licensee pays the purchase  price  for  any
   Model provided by Octasic with which the Licensee is authorized  to  use
   the Object Code pursuant to the terms hereof.
   5.2     Audit.  Octasic may, at its request, have an independent  public
   accountant  examine  the  Licensee’s  records  with   respect   to   the
   manufacture and sale of  products  containing  the  Object  Code.   Such
   examination shall take place  upon  reasonable  notice  and  during  the
   normal business hours of the Licensee.  The Licensee hereby agrees  that
   it shall grant access to the relevant records  and  cooperate  with  the
   independent accountant engaged by Octasic during conduct of  the  audit.
   The costs of the audit shall  be  borne  by  Octasic  unless  the  audit
   reveals breach of this Agreement in which event all  costs  relating  to
   the audit shall be borne by the Licensee.

                                 ARTICLE VI
                         WARRANTIES AND INDEMNITIES
   6.1     Free of Encumbrances.   Octasic  represents  and  warrants  that
   there are not, nor will there  be,  any  liens,  encumbrances,  security
   interests or other rights against the Object Code which would  interfere
   with the Licensee’s  ability  to  exercise  the  rights  granted  to  it
   hereunder.  Title to the media  upon  which  the  Object  Code  will  be
   provided shall be free and clear of all encumbrances by Octasic  to  the
   Licensee.
   6.2     Limited Warranty.  Octasic warrants that, for a period of ninety
   (90) days (the “Warranty Period”) from  the  date  of  delivery  of  any
   Object Code by Octasic to the Licensee, the Object Code will conform, in
   all material respects, to any specifications  relating  to  such  Object
   Code provided by Octasic to the  Licensee.   Octasic’s  sole  obligation
   pursuant to this warranty shall be to repair or replace any Object  Code
   component failing to perform in accordance with such  specifications  of
   which Octasic has received notice prior to expiration  of  the  Warranty
   Period.  Notwithstanding the foregoing, Octasic shall not be  under  any
   obligation to repair or replace any Object Code which fails  to  perform
   in accordance with the specifications as a result of combination of  the
   Object Code with any software not provided by  Octasic  or  improper  or
   unauthorized operation, interconnection or installation.
   The warranty provided pursuant to this Section 6.2  is  contingent  upon
   the Licensee’s installation of any and  all  corrections,  enhancements,
   updates and new versions of the Object Code which may be provided to the
   Licensee by Octasic from time to time.
   6.3     Limitation on Warranties.  Other than  the  warranties  provided
   pursuant to Section 6.1 and 6.2 hereof, Octasic makes no  warranties  or
   representations and expressly disclaims, to the extent permitted by law,
   all warranties, representations, conditions and guarantees of any  kind,
   expressed or implied, in relation to the Object Code including, but  not
   limited  to,  all  warranties,   representations   and   conditions   of
   merchantability,  fitness  for  a  particular   purpose,   title,   non-
   infringement and warranties arising by statute or otherwise  in  law  or
   from a course of dealing or usage  of  trade.   In  particular,  without
   limiting the foregoing, Octasic does not warrant that the  operation  of
   the Object Code will be uninterrupted or error free or that  the  Object
   Code will meet the Licensee’s individual requirements.
   6.4      Limitation  of  Liability.   The  Licensee  acknowledges   that
   Octasic’s price for the Devices and for use of the Object Code does  not
   provide adequate consideration for the assumption, by  Octasic,  of  any
   liability for any claims arising from, or relating to, this Agreement or
   from  the  Licensee’s  use  of,  or  reliance  upon,  the  Object  Code.
   Accordingly, the Licensee agrees that its remedies  for  any  individual
   claim arising from or relating to this Agreement or use of, or  reliance
   upon, the Object Code shall be limited to the price paid by the Licensee
   for use of the specific Object Code related to the claim or, in the case
   of a claim not directly relating to the use of specific Object Code,  to
   the price paid by Licensee for use of the Object Code.  Furthermore, the
   Licensor’s total aggregate liability for all  claims  arising  from,  or
   relating to, this Agreement or the Licensor’s use of, or reliance  upon,
   any and all Object Code, whether such claims are based on contract, tort
   or otherwise, shall not exceed the price paid by the Licensee for use of
   the Object Code.   The  Parties  acknowledge  that  this  limitation  of
   liability provision reflects an informed, voluntary  allocation  of  the
   risks (known  and  unknown)  that  may  exist  in  connection  with  the
   provision of the Object Code hereunder.  IN NO EVENT SHALL  OCTASIC,  OR
   ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY PUNITIVE,
   EXEMPLARY, AGGRAVATED, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR
   SHALL OCTASIC BE LIABLE FOR ANY DAMAGES RELATING OR TO OR ARISING  AS  A
   CONSEQUENCE OF, LOSS OF PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF USE
   OR LACK OF AVAILABILITY OF  THE  LICENSEE’S  FACILITIES,  INCLUDING  ITS
   COMPUTER RESOURCES,  LOSS  OF  DATA,  BUSINESS  INTERRUPTIONS  OR  OTHER
   INTANGIBLES ARISING OUT OF OR IN ANY WAY RELATED TO THE  USE,  INABILITY
   TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF  THE  OBJECT
   CODE OR THAT RESULT OR  MAY  RESULT  FROM  ERRORS,  DEFECTS,  OMISSIONS,
   DELAYS IN OPERATION OR TRANSMISSION OR ANY OTHER FAILURE OF  PERFORMANCE
   OF THE OBJECT CODE, EVEN IF OCTASIC HAS BEEN ADVISED PREVIOUSLY  OF  THE
   POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES  ARISE  FROM
   CONTRACT, TORT, EQUITY, PURSUANT TO ANY LEGISLATION OR OTHERWISE.
   6.5     Claims Regarding Intellectual  Property  Infringement.   OCTASIC
   shall defend, at its own expense and at PURCHASER’s request, any  action
   brought against PURCHASER insofar as it is based on  a  claim  that  the
   Object Code supplied hereunder infringes a  Canadian  or  United  States
   patent.   OCTASIC  shall  pay  all  costs  of  defense  and  settlement,
   together with any judgment which may be finally  awarded  provided:  (i)
   OCTASIC is  promptly  notified  in  writing  of  any  such  claim;  (ii)
   PURCHASER affords OCTASIC full control and authority  to  defend  and/or
   settle such  claim;  (iii)  PURCHASER  provides  OCTASIC  all  necessary
   information and assistance to enable OCTASIC to defend such  claim;  and
   (iv) such claim is not the result of  a)  a  combination,  operation  or
   utilization of Object Code with devices, designs, parts or software  not
   provided by OCTASIC; b) any modification made  by  PURCHASER  of  Object
   Code or c) any essential  intellectual  property  required  by  industry
   standard(s)  with  the  exception  of  G.729AB.  OCTASIC  shall  not  be
   responsible for any settlement or arrangement made by PURCHASER  without
   OCTASIC’s written  consent.   If  such  a  claim  has  occurred,  or  in
   OCTASIC’s opinion it is likely to  occur,  PURCHASER  agrees  to  permit
   OCTASIC, at its option and expense, either to procure for PURCHASER  the
   right to continue using the Object Code or to replace or modify the same
   so that they become non-infringing, or,  if  neither  of  the  foregoing
   alternatives is reasonably available, to refund the PURCHASER the  price
   thereof as depreciated or amortized by an equal annual amount  over  the
   lifetime of the associated Device as established  by  OCTASIC.   OCTASIC
   shall not be liable for any claim based on PURCHASER’s use of the Object
   Code as shipped after OCTASIC has informed PURCHASER of modifications or
   changes in the Object Code required to avoid such claims and offered  to
   provide those modifications or changes if such  claim  would  have  been
   avoided by implementation of OCTASIC’s modifications  or  changes.   THE
   FOREGOING STATES THE  ENTIRE  OBLIGATION  OF  OCTASIC  WITH  RESPECT  TO
   INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  THE FOREGOING IS GIVEN TO
   PURCHASER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND  OCTASIC  EXPRESSLY
   DISCLAIMS ALL, WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE OBJECT
   CODE..

                                 ARTICLE VII
                                 TERMINATION
   7.1     Termination by Octasic.  In addition to the right of termination
   provided pursuant to Section 6.5 hereof, Octasic shall have  the  right,
   on notice to the Licensee, to terminate this Agreement if  the  Licensee
   should fail to pay an amount when due with respect to use of any of  the
   Object Code and such breach is not cured within twenty (20)  days  after
   written notice of such is given to it by Octasic.
   7.2     Termination by either Party.  Either Party shall have the right,
   on notice to the other Party to terminate this Agreement if:
a) the other Party becomes insolvent or files, or consents to,  a  petition
   in bankruptcy or is  adjudicated  bankrupt  or  insolvent  or  makes  an
   assignment for the benefit of creditors or an  arrangement  pursuant  to
   any law regarding bankruptcy or the rights of creditors or  discontinues
   or dissolves its business or if a receiver is appointed with respect  to
   its business or assets and is not discharged within thirty (30) days; or
b) the other Party fails to perform any of  the  material  obligations  set
   forth in this Agreement provided,  however,  that  if  such  default  is
   remediable, it continues for a period of twenty (20) days after  written
   notice of such has been given by the non-defaulting Party.
   7.3     Consequences of Termination.  Upon termination of this Agreement
   with respect to any Object Code, without prejudice to any  other  rights
   which the Parties may have, all rights, privileges and licenses  granted
   to the Licensee  hereunder  with  respect  to  such  Object  Code  shall
   forthwith terminate and the Licensee shall forthwith cease use  of  such
   Object Code, uninstall and return to Octasic all copies of  such  Object
   Code and destroy all products incorporating such  Object  Code,  or  any
   part thereof, in the Licensee’s control or possession.

                                ARTICLE VIII
                                   GENERAL
1. Notices.  Any notice or communication required or permitted to  be  given
   hereunder shall be made in writing and  shall  be  deemed  to  have  been
   properly given if delivered in person, sent by prepaid registered mail or
   transmitted by confirmed receipt facsimile, addressed to the Party at its
   address or facsimile number shown on the first page  hereof  or  to  such
   other address or facsimile number as a Party may  furnish  to  the  other
   Party by notice in accordance  with  this  provision.   Notices  will  be
   deemed effective on  the  date  of  delivery  or  transmission,  if  such
   delivery or transmission is made during the normal business hours of  the
   addressee on a business day and, if not, on the next business day, or  on
   the fifth day after mailing.
   8.2     Amendment.  Any amendment of this Agreement must be made in  the
   form of a written amending agreement  to  this  Agreement  and  must  be
   executed by both Parties.
   8.3     Assignment.  The Licensee may  assign  all  of  its  rights  and
   obligations hereunder to a purchaser of all or substantially all of  the
   assets of the Licensee.  Otherwise, the Licensee shall not assign any of
   its rights or obligations hereunder without the prior written consent of
   Octasic.  Notwithstanding  any  assignment  of  this  Agreement  by  the
   Licensee, the Licensee shall continue to be bound by the confidentiality
   obligations pursuant to Section 4.1.  Octasic may  assign  or  otherwise
   transfer any or all of its rights and obligations hereunder to any other
   Party without notice to or consent from the  Licensee.   This  Agreement
   shall accrue to the benefit of, and be binding upon, the Parties,  their
   respective successors and permitted assigns.
   8.4     Waiver.  No waiver by either Party  of  any  provision  of  this
   Agreement, in any one or more instances,  shall  be  deemed  to  be,  or
   construed as, a waiver of the  same  or  any  other  provision  of  this
   Agreement on any future occasion.
   8.5     Independent Parties.  The Licensee and Octasic  are  independent
   entities, and no agency, partnership, joint venture,  employee-employer,
   or franchiser-franchisee relationship is intended  or  created  by  this
   Agreement.
   8.6      Survival.   The  following   provisions   shall   survive   any
   termination of this Agreement: Sections 3.1, 4.1, 4.2,  5.1,  5.2,  6.2,
   6.3, 6.4, 7.3 and 8.6.
   8.7     Counterparts.  This Agreement may be  executed  in  counterparts
   and all  executed  counterparts  taken  together  shall  constitute  one
   Agreement.
   8.8     Facsimile Execution.  To evidence the fact that it has  executed
   this Agreement, a Party may send a copy of its executed  counterpart  to
   the other Party by facsimile transmission.

   IN WITNESS WHEREOF the Parties hereto have caused this Agreement  to  be
   duly executed.

|OCTASIC INC.                |    |LICENSEE:                    |
|By:                         |    |By:                          |
|(Authorized Officer         |    |(Authorized Officer          |
|Signature)                  |    |Signature)                   |
|                            |    |                             |
|(Printed Name)              |    |(Printed Name)               |
|                            |    |                             |
|(Title)                     |    |(Title)                      |
|                            |    |                             |
|(Date)                      |    |(Date)                       |