Common use of RESTRICTIONS AND PROTECTIONS Clause in Contracts

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without Hexagon’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.OMEZENÍ A

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, Software or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. . 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up backup purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.the

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. . 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer Cust mer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (MSC and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.and 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party. . 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon MSC (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon MSC in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon MSC may have, Customer will pay to Hexagon MSC within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-time- sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, Software or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.5

RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (MSC and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (MSC and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer ▇▇▇▇▇▇▇▇ agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or and Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule this Agreement or HexagonMSC’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Customer 4.1 Licensee acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon Licensor (and its suppliers, as applicable). Customer Licensee shall not: (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (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 except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (viivi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viiivii) disclose results of any Software test or benchmark without Hexagon’s prior written consent; (ixviii) use the Software to develop software applications for use by or distribution to any third party, whether as standalone products or components; (xix) use the Software Software, its outputs or its output Documentation for the purposes of developing a competitive product or service; (xix) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by CustomerLicensee; (xi) access or use any feature, module, option, or portion of the Software or Documentation for which Licensee has no valid license; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer Licensee agrees to notify Hexagon ▇▇▇▇▇▇▇ immediately of any unauthorized access to or use of the Software. Customer Licensee shall at all times be responsible for its Authorized Usersusers’ compliance with this Agreement. 5.2 Customer 4.2 Licensee may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer Licensee shall be the property of HexagonLicensor, and Customer Licensee must reproduce and include, in exact form, all proprietary rights notices. Customer Licensee shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon 4.3 Licensor (and/or its suppliers, as applicable)) retains ownership in all worldwide intellectual property rights in the Software, Documentation and other materials made available by Licensor, and all modifications, enhancements or other derivative works thereof. Nothing in this Agreement will be deemed to convey to Customer Licensee any title, ownership, or other intellectual property rights in or related to the Software Software, Documentation or Documentationother materials made available by Licensor, or modifications, enhancements or other derivatives thereof, and Customer Licensee agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer Licensee in this Agreement are reserved by Hexagon Licensor (and/or its suppliers, as applicable). The Software is licensed, not sold. 5.4 4.4 Upon fifteen (15) days written notice, Hexagon Licensor or its authorized agent or representative may audit CustomerLicensee’s installation and use of the Software and Documentation. Customer Licensee shall fully cooperate with HexagonLicensor’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to CustomerLicensee’s facilities and computer systems during normal business hours, as well as providing installation and usage reports as may be requested by Licensor or its authorized agents or representatives. In addition to any other remedies available to HexagonLicensor, Customer Licensee agrees to pay within thirty (30) days of written notification any fees and charges applicable to CustomerLicensee’s use of the Software and/or and Documentation in excess of CustomerLicensee’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon Licensor shall not be responsible for CustomerLicensee’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer 4.5 Licensee acknowledges that the obligations of Customer Licensee under this Section 5 4 are of a special and unique character which gives them peculiar value to Hexagon Licensor for which Hexagon Licensor cannot be reasonably or adequately compensated in damages in the event Customer Licensee breaches such obligations. Customer Licensee therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon Licensor may be entitled.