VMWARE MASTER END USER LICENSE AGREEMENT

NOTICE:  BY DOWNLOADING AND INSTALLING, COPYING 
OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE 
BOUND BY THE TERMS OF THIS VMWARE MASTER END 
USER LICENSE AGREEMENT ("EULA").  IF YOU DO NOT 
AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT 
DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE, 
AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE 
VENDOR FROM WHICH YOU ACQUIRED IT WITHIN THIRTY 
(30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE, 
IF ANY, ALREADY PAID UPON SHOWING PROOF OF 
PAYMENT.  "YOU" MEANS THE NATURAL PERSON OR THE 
ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, 
THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS 
THAT PROVIDE SERVICES TO YOU.  YOU SHALL BE LIABLE 
FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD 
PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF 
THIS AGREEMENT.

1.	DEFINITIONS

1.1	"Designated Administrative Access" means that access to the 
standard user interfaces of a given instance of the Software 
(designated in this section) that you may grant to a designated 
third party (a) for which you have provided advance written 
notice to VMware that you are providing outsourced services 
and (b) for whose dedicated benefit you have licensed such 
instance of the Software.  Designated Administrative Access is 
applicable only where you are 1) an IT outsourcing company 
that is providing outsourced IT services to a client company 
and 2) applicable only to the following Software: ESX, 
VMware Server and vCenter Server.

1.2	"GPL Software" means GPL software licensed to you under 
the GNU General Public License as published by the Free 
Software Foundation (GPL).  A copy of the GPL is included on 
the media on which you received the Software or included in 
the files you downloaded, if you acquired the Software by 
electronic download.  

1.3	"Guest Operating Systems" means instances of third-party 
operating systems licensed by you and installed in a Virtual 
Machine and run using the Software.

1.4	"Licensed Additional Module" means additional modules 
that may be provided with and/or used in conjunction with the 
Software for which you have paid the applicable license fee 
and accepted any applicable additional license terms. 
 
1.5	"Open Source Software" means various open source software 
components licensed under the terms of applicable open source 
license agreements included in the materials relating to such 
software.  Open Source Software is composed of individual 
software components, each of which has its own copyright and 
its own applicable license conditions.  The Open Source 
Software licenses can be found in the open_source_licenses.txt 
file, other materials accompanying the software package, the 
documentation or corresponding source files available at 
http://www.vmware.com/download/open_source.html.

1.6	"Processor" means a single, physical chip that houses no more 
than six (6) processor cores.                                                       

1.7	"Sample Programs" means sample client management 
programs or scripts that may be distributed with the Software.  

1.8	"Server" means a single physical computer of a type that 
meets the specifications as set forth in the applicable product 
documentation posted at  
http://www.vmware.com/support/pubs/.  Multiple computers 
that share processing power or operate in a networked 
configuration as a single logical computer, such as a "server 
farm" or similar arrangement, constitute multiple Servers for 
the purpose of this EULA.  

1.9	"Software" means software products that are licensed to you 
under this EULA, including, but not limited to, any related 
components purchased or provided with the Software, 
application programming interfaces, associated media, printed 
materials, online or electronic documentation, and any updates 
and maintenance releases thereto.

1.10	"Software License Key" means, if applicable, a serial number 
issued to you by VMware to activate and use the Software.   A 
separate, additional Software License Key may be required to 
activate and use each Licensed Additional Module.  

1.11  "VMware Tools" means a suite of utilities and drivers that 
may enhance the performance and functionality of your Guest 
Operating System. VMware Tools may include some or all of 
the following, depending on your Guest Operating System: an 
SVGA driver, a mouse driver, the VMware Tools control panel 
and support for features such as shared folders, drag and drop 
in Windows guests, shrinking virtual disks, time 
synchronization with the host, VMware Tools scripts, and 
connection and disconnection of devices while the virtual 
machine is running. 

1.12	"Virtual Machine" means an instance of a Guest Operating 
System and any application programs installed thereon, 
running on a computing device on which the Software is 
installed, or suspended to disk or any other storage media 
accessible by the computing device.

 
	
2.	EVALUATION LICENSES

2.1	General.  If available, the Software and each Licensed 
Additional Module may be activated with no-cost evaluation 
Software License Key(s).  You acknowledge that Evaluation 
Software License Keys have an expiration date ("Expiration 
Date") and that VMware is not obligated to permit further use 
of the Software.

2.2	Evaluation License.  If you activate the Software or any 
Licensed Additional Module with an evaluation Software 
License Key ("Evaluation Product") you may use the 
Evaluation Product until the Expiration Date only to evaluate 
the suitability of the Evaluation Product for licensing on a for-
fee basis.  You may acquire evaluation Software License 
Key(s) for Licensed Additional Modules.  In such case, the 
Licensed Additional Modules are licensed to you subject to the 
terms of this "EVALUATION LICENSES" section.

2.3	Evaluation Product Warranty Disclaimer.  During the use of 
the Evaluation Product, the limited 90-day warranty referenced 
in Section 7.1 below is not applicable to you.  THE 
EVALUATION PRODUCT IS PROVIDED TO YOU "AS 
IS" WITHOUT WARRANTY OF ANY KIND, 
WHETHER EXPRESS, IMPLIED, STATUTORY, OR 
OTHERWISE.  VMWARE AND ITS LICENSORS BEAR 
NO LIABILITY FOR ANY DAMAGES RESULTING 
FROM USE (OR ATTEMPTED USE) OF THE 
EVALUATION PRODUCT THROUGH AND AFTER 
THE EXPIRATION DATE.

2.4	No Support.  VMware has no duty to provide support to you 
during your use of the Evaluation Product.

3.	GRANT AND USE RIGHTS FOR SOFTWARE.

3.1	License.  The Software is licensed, not sold.  Subject to the 
terms of this EULA, VMware hereby grants you a non-
exclusive, non-transferable license, without rights to 
sublicense, to use the object code of the Software for the 
purpose as set forth in the applicable documentation for the 
Software and to the extent permitted by your payment of 
applicable license fees, if any, under a VMware approved 
licensing model and/or your Software License Key subject to 
the software product specific terms specified in this EULA, 
the technical restrictions of the Software and/or any additional 
licensing terms specified by VMware via product 
documentation, notification and/or policy change posted at 
http://www.vmware.com. Your use of the Software is limited 
to the country where you've been invoiced for purchase of the 
Software. However, if you've been invoiced within any of the 
European Union member states, you may deploy the Software 
in any of the member states without restriction, subject to the 
terms of the approved licensing model and the terms of this 
EULA.  Depending upon the model utilized to compute the 
applicable license fees paid by you to use the Software 
(whether per Processor, per Virtual Machine, per user, or any 
other VMware approved licensing model), an applicable 
Software License Key may limit your usage of the Software 
accordingly.  You may use the documentation accompanying 
the Software in connection with permitted uses of the 
Software.  If the Software is a version that you have converted 
or exchanged from a valid licensed prior version, you agree 
that by using the Software you will no longer use the prior 
version.  VMware reserves the right to require the certification 
of the destruction of such previous version of the Software.


3.2	License Limitations.  You may not copy the Software except 
for a reasonable number of machine-readable copies of the 
Software for backup or archival purposes and except as 
expressly permitted in this EULA.  You may not remove any 
titles, trademarks or trade names, copyright notices, legends, or 
other proprietary markings on the Software.  You are not 
granted any rights to any trademarks or service marks of 
VMware.  VMware retains all rights not expressly granted to 
you in this EULA.

3.3	Restrictions.  You may not (i) sell, lease, license, sublicense, 
distribute or otherwise transfer in whole or in part the Software 
or the Software License Key to another party; (ii) provide, 
disclose, divulge or make available to, or permit use of the 
Software in whole or in part by, any third party (except 
Designated Administrative Access) without VMware's prior 
written consent; (iii) modify or create derivative works based 
upon the Software; or (iv) create, develop, license, install, use, 
or deploy any third party software or services to circumvent, 
enable, modify or provide access, permissions or rights which 
violate the technical restrictions of the Software, any additional 
licensing terms provided by VMware via product 
documentation, notification, and/or policy change posted at 
http://www.vmware.com, and the terms of this EULA.  Except 
to the extent expressly permitted by applicable law, and to the 
extent that VMware is not permitted by that applicable law to 
exclude or limit the following rights, you may not decompile, 
disassemble, reverse engineer, or otherwise attempt to derive 
source code from the Software, in whole or in part. Before you 
exercise any rights that you believe to be entitled to based on 
mandatory law, you provide VMware with 30 days prior 
written notice at info@vmware.com and provide all reasonably 
requested information to allow VMware to assess your claim 
and, at VMware's sole discretion, to provide alternatives that 
reduce any adverse impact on VMware's intellectual property 
or other rights. You may use the Software to conduct internal 
performance testing and benchmarking studies, the results of 
which you (and not unauthorized third parties) may publish or 
publicly disseminate; provided that VMware has reviewed and 
approved of the methodology, assumptions and other 
parameters of the study.  Please contact VMware at 
benchmark@vmware.com to request such review.

3.4	GPL Software. You can redistribute and/or modify the GPL 
Software under the terms of the GPL.  You may obtain a copy 
of the source code corresponding to the binaries for the GPL 
Software (the "GPL Source Files") by downloading the GPL 
Source Files from VMware's Web site at 
http://www.vmware.com/download/open_source.html, or by 
sending a request, with your name and address, to VMware at 
the address specified under the heading "Contact Information" 
below, in which case VMware will mail a copy of the GPL 
Source Files to you on a CD or equivalent physical medium.  
This offer to obtain a copy of the GPL Source Files is valid for 
three years from the date you acquired this Software product.

3.5	VMware Tools.  You may distribute the VMware Tools to any 
third party provided that (i) you do not modify the VMware 
Tools; (ii) you distribute the VMware Tools in object code 
format only and solely in conjunction with, and as part of, the 
Virtual Machine you create with the Software; (iii) you do not 
use VMware's name, logo or trademarks to market the Virtual 
Machine you create with the Software and (iv) you agree to 
indemnify, hold harmless, and defend VMware from and 
against any claims or lawsuits, including attorneys' fees, that 
arise or result from the use or distribution of the Virtual 
Machine you create.  Notwithstanding the foregoing, you may 
refer to VMware names, logos or trademarks to indicate that 
the Virtual Machine you create with the Software are 
compatible with or designed for use with the Software.

3.6	Licenses required for third-party software.  The Software 
enables you to run multiple instances of third-party guest 
operating systems and application programs. You are 
responsible for obtaining and complying with any licenses 
necessary to operate any such third-party software, including 
Guest Operating Systems and/or application programs.

3.7	Sample Programs.  The Software may include Sample 
Programs.  You may use and distribute Sample Programs under 
the terms set forth in the applicable Sample Programs files.  
VMware does not provide support services for Sample 
Programs.

3.8	VMware License Programs.  VMware makes available 
VMware License programs (for e.g., VMware Academic 
License).  If you have received the Software pursuant to these 
VMware License programs, the then-current terms and 
conditions posted on 
http://www.vmware.com/download/eula/vmtn.html
for that program shall apply for use of the products under such 
VMware License programs.

3.9	Audit Rights.	You will maintain accurate records as to 
your use of the Software as authorized by this EULA, for at 
least two (2) years from the last day on which support and 
subscription services ("Services") expired for the applicable 
Software.  VMware, or persons designated by VMware, will, at 
any time during the period when you are obliged to maintain 
such records, be entitled to inspect such records and your 
computing devices, in order to verify that the Software is used 
by you in accordance with the terms of this EULA and that you 
have paid the applicable license fees and Services fees for the 
Software; provided that VMware may conduct no more than 
one (1) audit in any twelve (12) month period.  You shall 
promptly pay to VMware any underpayments revealed by any 
such audit.  Any such audit will be performed at VMware's 
expense during normal business hours, provided that you shall 
promptly reimburse VMware for the cost of such audit and any 
applicable fees if such audit reveals an underpayment by you 
of more than five percent (5%) of the amounts payable by you 
to VMware for the period audited.

4.	TITLE.  VMware retains all right, title, and interest in and to 
the Software and the Software License Key and in all related 
copyrights, trade secrets, patents, trademarks, and any other 
intellectual and industrial property and proprietary rights, 
including registrations, applications, renewals, and extensions 
of such rights.

5.	SUPPORT AND SUBSCRIPTION SERVICES NOT 
INCLUDED

VMware will not provide any support services under this 
EULA.  This EULA does not give you any rights to any 
updates or upgrades to the Software or to any extensions or 
enhancements to the Software developed by VMware at any 
time in the future.   VMware may offer support and 
subscription services separately.  If you have purchased 
VMware support and subscription services with the Software, 
these services are provided to you under the Support Contract 
Terms and Conditions posted on VMware's Web site at   
http://www.vmware.com/support/  and by accepting the terms 
of this EULA you are accepting these Support Contract Terms 
and Conditions.  Any supplemental software code or related 
materials that VMware provides to you as part of any support 
and subscription services are to be considered part of the 
Software and are subject to the terms and conditions of this 
EULA.  VMware may use any technical information you 
provide to VMware for any VMware business purposes 
without restriction, including for product support and 
development. VMware will not use information in a form that 
personally identifies you.

6.	TERMINATION

6.1	Termination.  VMware may terminate this EULA 
immediately and without notice if you fail to comply with any 
term of this EULA.
  
6.2	Effect of Termination.  In the event of termination, you must 
destroy all copies of the Software and Software License Key.  
In addition you must remove all copies of the Software, 
including all backup copies, from the Server and all computers 
and terminals on which it is installed.  From time to time, 
VMware may change the terms of this EULA.  VMware will 
notify you of such change.  Your continued use of the Software 
will indicate your agreement to the change.

7.	LIMITED WARRANTY AND LIMITATION OF 
LIABILITY

7.1	Limited Warranty. VMware warrants that the media, if any, 
on which the Software is delivered will be free of defects and that the 
Software will substantially conform to the description contained in 
the applicable end user documentation with respect to the particular 
Software licensed under this EULA in each case for a period of 90 
days after the date of shipment of the Software License Key to you 
("Warranty Period").  If during the Warranty Period the media is 
defective and the version of that Software is still commercially 
available, your sole remedy will be that VMware shall, at its option, 
repair or replace the defective media returned to VMware within the 
Warranty Period.  If you are returning a defective media, please 
email VMware at sales@vmware.com to request a Return 
Authorization number (RMA) and further instructions.  If during the 
Warranty Period the Software does not substantially conform to the 
description contained in the applicable end user documentation, your 
sole remedy will be that VMware shall, at it option, correct the 
defects in the Software or refund the license fees you paid, if any, 
related to the Software provided that (a) the Software has been 
properly installed and used at all times and in accordance with the 
instructions in the applicable end user documentation; (b) no 
modification, alteration or addition has been made to the Software 
product by persons other than VMware or VMware's authorized 
representative; and (c) VMware receives written notice of the non-
conformity within ninety (90) days following shipment.  EXCEPT 
FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO 
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
MANDATORY LAW, VMWARE AND ITS LICENSORS 
PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF 
ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY 
OTHER PROVISION OF THIS EULA OR COMMUNICATION 
WITH YOU, AND VMWARE AND ITS LICENSORS 
SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE, AND NON-INFRINGEMENT.

7.2	LIMITATION OF LIABILITY. TO THE MAXIMUM 
EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, 
IN NO EVENT WILL VMWARE AND ITS LICENSORS BE 
LIABLE FOR ANY LOST PROFITS OR BUSINESS 
OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, 
LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY 
THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, 
TORT, NEGLIGENCE, PRODUCT LIABILITY, OR 
OTHERWISE.  BECAUSE SOME JURISDICTIONS DO NOT 
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY 
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE 
PRECEDING LIMITATION MAY NOT APPLY TO YOU.  
VMWARE AND ITS LICENSORS' LIABILITY UNDER THIS 
EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE 
FEES, IF ANY, PAID BY YOU FOR THE SOFTWARE 
LICENSED TO YOU UNDER THIS EULA. THE FOREGOING 
LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT 
PERMITTED BY APPLICABLE LAW, REGARDLESS OF 
WHETHER VMWARE OR ITS LICENSORS HAVE BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND 
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS 
ESSENTIAL PURPOSE. 

8.	GENERAL

8.1    Entire Agreement. This Agreement sets forth VMware's 
entire liability and your exclusive remedy with respect to the 
Software and supersedes the terms of any purchase orders and 
any other communications or advertising with respect to the 
Software. You acknowledge that this Agreement is a complete 
statement of the agreement between you and VMware with 
respect to the Software, and that there are no other prior or 
contemporaneous understandings, promises, representations, or 
descriptions with respect to the Software.  

8.2	Headings. Headings under this EULA are intended only for 
convenience and shall not affect the interpretation of this 
EULA.

8.3	Waiver and Modification.  No failure of either party to 
exercise or enforce any of its rights under this EULA will act 
as a waiver of those rights.  This EULA may only be modified, 
or any rights under it waived, by a written document executed 
by the party against which it is asserted.

8.4	Severability.  If any provision of this EULA is found illegal or 
unenforceable, it will be enforced to the maximum extent 
permissible, and the legality and enforceability of the other 
provisions of this EULA will not be affected.

8.5	Governing Law.  This EULA will be governed by California 
law and the United States of America, without regard to its 
choice of law principles. The United Nations Convention for 
the International Sale of Goods shall not apply.

8.6	Government Restrictions.  You may not export or re-export 
the Software except in compliance with the United States 
Export Administration Act and the related rules and regulations 
and similar non-U.S. government restrictions, if applicable.  
The Software and accompanying documentation are deemed to 
be "commercial computer software" and "commercial 
computer software documentation," respectively, pursuant to 
DFAR Section 227.7202 and FAR Section 12.212(b), as 
applicable.  Any use, modification, reproduction, release, 
performing, displaying, or disclosing of the Software by the 
U.S. Government shall be governed solely by the terms of this 
EULA.

8.7	Contact Information.  If you have any questions about this 
EULA, or if you want to contact VMware for any reason, 
please direct all correspondence to: VMware, Inc., 3401 
Hillview Avenue, Palo Alto, CA 94304, United States of 
America or email info@vmware.com.

8.8	Other. VMware and VMTN are trademarks and/or registered 
trademarks of VMware, Inc. in the United States and/or various 
jurisdictions.  


9.	SOFTWARE PRODUCT SPECIFIC TERMS AND 
CONDITIONS

In addition to the above, the following Software products shall also 
be subject to the following terms and conditions set forth below.  In 
the event of any conflict between the following product-specific 
terms and conditions and the preceding sections, the product-specific 
terms and conditions shall control.

VMware vCenter Converter Standalone:

(a)  Additional License Terms:

VMware hereby grants you a nonexclusive, nontransferable license, 
without rights to sublicense, to (i) install or have installed one copy 
of the Software either on a single computing device or in a single 
Virtual Machine; and (ii) use the Software solely for the purpose of 
migrating the disk contents of physical computers, VMware virtual 
machines and supported 3rd party disk images to the disk contents of 
Virtual Machines to be operated with VMware virtualization 
software products..  

Restrictions.  You many not use the Software on a service bureau or 
hosting basis, except that you may use the Software to provide 
services to third parties to migrate the disk contents of physical 
computers, VMware virtual machines and supported 3rd party disk 
images to the disk contents of Virtual Machines.

VMware vCenter Converter Standalone is intended for your own 
personal non-commercial use only.  If you are interested in 
distributing VMware vCenter Converter Standalone for internal or 
external use, promotion, review or as part of a solution, please apply 
at converter-redistribution-request@vmware.com. 

The Software contains third party products, including, but not limited 
to the Microsoft Windows Software Development Kit Update for 
Windows Vista ("Products"), collectively referred to as "Software".   
In addition to the license agreement provided in conjunction with the 
Software, You hereby agree to the following additional license terms 
and restrictions pertaining to your use of the Software:
LIMITATION ON AND EXCLUSION OF REMEDIES AND 
DAMAGES.  YOU CAN RECOVER FROM MICROSOFT AND ITS 
SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00.  YOU 
CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING 
CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR 
INCIDENTAL DAMAGES.









