
VMWARE END USER LICENSE AGREEMENT

PLEASE NOTE THAT THE TERMS OF THIS END USER LICENSE AGREEMENT SHALL
GOVERN YOUR USE OF THE SOFTWARE, REGARDLESS OF ANY TERMS THAT MAY
APPEAR DURING THE INSTALLATION OF THE SOFTWARE.

IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE
SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY
THE TERMS OF THIS END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT
AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, OR
USE THE SOFTWARE, AND YOU MUST DELETE OR 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, THAT YOU PAID FOR THE
SOFTWARE.

EVALUATION LICENSE. If You are licensing the Software for evaluation
purposes, Your use of the Software is only permitted in a
non-production environment and for the period limited by the License
Key. Notwithstanding any other provision in this EULA, an Evaluation
License of the Software is provided "AS-IS" without indemnification,
support or warranty of any kind, expressed or implied.

1. DEFINITIONS.

1.1. "Affiliate" means, with respect to a party at a given time, an
entity that then is directly or indirectly controlled by, is under
common control with, or controls that party, and here "control" means
an ownership, voting or similar interest representing fifty percent
(50%) or more of the total interests then outstanding of that entity.

1.2. "Documentation" means that documentation that is generally
provided to You by VMware with the Software, as revised by VMware from
time to time, and which may include end user manuals, operation
instructions, installation guides, release notes, and on-line help
files regarding the use of the Software.

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

1.4. "Intellectual Property Rights" means all worldwide intellectual
property rights, including without limitation, copyrights, trademarks,
service marks, trade secrets, know how, inventions, patents, patent
applications, moral rights and all other proprietary rights, whether
registered or unregistered.

1.5. "License" means a license granted under Section 2.1 (General
License Grant).

1.6. "License Key" means a serial number that enables You to activate
and use the Software.

1.7. "License Term" means the duration of a License as specified in
the Order.

1.8. "License Type" means the type of License applicable to the
Software, as more fully described in the Order.

1.9. "Open Source Software" or "OSS" means software components
embedded in the Software and provided under separate license terms,
which can be found either in the open_source_licenses.txt file (or
similar file) provided within the Software or at
www.vmware.com/download/open_source.html.

1.10. "Order" means a purchase order, enterprise license agreement, or
other ordering document issued by You to VMware or a VMware authorized
reseller that references and incorporates this EULA and is accepted by
VMware as set forth in Section 4 (Order).

1.11. "Product Guide" means the current version of the VMware Product
Guide at the time of Your Order, copies of which are found at
www.vmware.com/download/eula.

1.12. "Support Services Terms" means VMware's then-current support
policies, copies of which are posted at
www.vmware.com/support/policies.

1.13. "Software" means the VMware Tools and the VMware computer
programs listed on VMware's commercial price list to which You acquire
a license under an Order, together with any software code relating to
the foregoing that is provided to You pursuant to a support and
subscription service contract and that is not subject to a separate
license agreement.

1.14. "Territory" means the country or countries in which You have
been invoiced; provided, however, that if You have been invoiced
within any of the European Economic Area member states, You may deploy
the corresponding Software throughout the European Economic Area.

1.15. "Third Party Agent" means a third party delivering information
technology services to You pursuant to a written contract with You.

1.16. "Virtual Machine" means a software container that can run its
own operating system and execute applications like a physical machine.


1.17. "VMware" means VMware, Inc., a Delaware corporation, if You are
purchasing Licenses or services for use in the United States and
VMware International Unlimited Company , a company organized and
existing under the laws of Ireland, for all other purchases.

1.18. "VMware Tools" means the suite of utilities and drivers,
Licensed by VMware under the "VMware Tools" name, that can be
installed in a Guest Operating System to enhance the performance and
functionality of a Guest Operating System when running in a Virtual
Machine.

2. LICENSE GRANT.

2.1. General License Grant. VMware grants to You a non-exclusive,
non-transferable (except as set forth in Section 12.1 (Transfers;
Assignment)) license to use the Software and the Documentation during
the period of the license and within the Territory, solely for Your
internal business operations, and subject to the provisions of the
Product Guide. Unless otherwise indicated in the Order, licenses
granted to You will be perpetual, will be for use of object code only,
and will commence on either delivery of the physical media or the date
You are notified of availability for electronic download.

2.2. Third Party Agents. Under the License granted to You in Section
2.1 (General License Grant) above, You may permit Your Third Party
Agents to access, use and/or operate the Software on Your behalf for
the sole purpose of delivering services to You, provided that You will
be fully responsible for Your Third Party Agents' compliance with
terms and conditions of this EULA and any breach of this EULA by a
Third Party Agent shall be deemed to be a breach by You.

2.3. Copying Permitted. You may copy the Software and Documentation as
necessary to install and run the quantity of copies licensed, but
otherwise for archival purposes only.

2.4. Benchmarking. You may use the Software to conduct internal
performance testing and benchmarking studies. You may only publish or
otherwise distribute the results of such studies to third parties as
follows: (a) if with respect to VMware's Workstation or Fusion
products, only if You provide a copy of Your study to
benchmark@vmware.com prior to distribution; (b) if with respect to any
other Software, only if 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 and
approval) prior to such publication and distribution.

2.5. VMware Tools. You may distribute the VMware Tools to third
parties solely when installed in a Guest Operating System within a
Virtual Machine. You are liable for compliance by those third parties
with the terms and conditions of this EULA.

2.6. Open Source Software. Notwithstanding anything herein to the
contrary, Open Source Software is licensed to You under such OSS's own
applicable license terms, which can be found in the
open_source_licenses.txt file, the Documentation or as applicable, the
corresponding source files for the Software available at
www.vmware.com/download/open_source.html. These OSS license terms are
consistent with the license granted in Section 2 (License Grant), and
may contain additional rights benefiting You. The OSS license terms
shall take precedence over this EULA to the extent that this EULA
imposes greater restrictions on You than the applicable OSS license
terms. To the extent the license for any Open Source Software requires
VMware to make available to You the corresponding source code and/or
modifications (the "Source Files"), You may obtain a copy of the
applicable Source Files from VMware's website at
www.vmware.com/download/open_source.html or by sending a written
request, with Your name and address to: VMware, Inc., 3401 Hillview
Avenue, Palo Alto, CA 94304, United States of America. All requests
should clearly specify: Open Source Files Request, Attention: General
Counsel. This offer to obtain a copy of the Source Files is valid for
three years from the date You acquired this Software.

3. RESTRICTIONS; OWNERSHIP.

3.1. License Restrictions. Without VMware's prior written consent, You
must not, and must not allow any third party to: (a) use Software in
an application services provider, service bureau, or similar capacity
for third parties, except that You may use the Software to deliver
hosted services to Your Affiliates; (b) disclose to any third party
the results of any benchmarking testing or comparative or competitive
analyses of VMware's Software done by or on behalf of You, except as
specified in Section 2.4 (Benchmarking); (c) make available Software
in any form to anyone other than Your employees or contractors
reasonably acceptable to VMware and require access to use Software on
behalf of You in a matter permitted by this EULA, except as specified
in Section 2.2 (Third Party Agents); (d) transfer or sublicense
Software or Documentation to an Affiliate or any third party, except
as expressly permitted in Section 12.1 (Transfers; Assignment); (e)
use Software in conflict with the terms and restrictions of the
Software's licensing model and other requirements specified in Product
Guide and/or VMware quote; (f) except to the extent permitted by
applicable mandatory law, modify, translate, enhance, or create
derivative works from the Software, or reverse engineer, decompile, or
otherwise attempt to derive source code from the Software, except as
specified in Section 3.2 (Decompilation); (g) remove any copyright or
other proprietary notices on or in any copies of Software; or (h)
violate or circumvent any technological restrictions within the
Software or specified in this EULA, such as via software or services.

3.2. Decompilation. Notwithstanding the foregoing, decompiling the
Software is permitted to the extent the laws of the Territory give You
the express right to do so to obtain information necessary to render
the Software interoperable with other software; provided, however, You
must first request such information from VMware, provide all
reasonably requested information to allow VMware to assess Your claim,
and VMware may, in its discretion, either provide such
interoperability information to You, impose reasonable conditions,
including a reasonable fee, on such use of the Software, or offer to
provide alternatives to ensure that VMware's proprietary rights in the
Software are protected and to reduce any adverse impact on VMware's
proprietary rights.

3.3. Ownership. The Software and Documentation, all copies and
portions thereof, and all improvements, enhancements, modifications
and derivative works thereof, and all Intellectual Property Rights
therein, are and shall remain the sole and exclusive property of
VMware and its licensors. Your rights to use the Software and
Documentation shall be limited to those expressly granted in this EULA
and any applicable Order. No other rights with respect to the Software
or any related Intellectual Property Rights are implied. You are not
authorized to use (and shall not permit any third party to use) the
Software, Documentation or any portion thereof except as expressly
authorized by this EULA or the applicable Order. VMware reserves all
rights not expressly granted to You. VMware does not transfer any
ownership rights in any Software.

3.4. Guest Operating Systems. Certain Software allows Guest Operating
Systems and application programs to run on a computer system. You
acknowledge that You are responsible for obtaining and complying with
any licenses necessary to operate any such third-party software.

4. ORDER. Your Order is subject to this EULA. No Orders are binding on
VMware until accepted by VMware. Orders for Software are deemed to be
accepted upon VMware's delivery of the Software included in such
Order. Orders issued to VMware do not have to be signed to be valid
and enforceable.

5. RECORDS AND AUDIT. During the License Term for Software and for two
(2) years after its expiration or termination, You will maintain
accurate records of Your use of the Software sufficient to show
compliance with the terms of this EULA. During this period, VMware
will have the right to audit Your use of the Software to confirm
compliance with the terms of this EULA. That audit is subject to
reasonable notice by VMware and will not unreasonably interfere with
Your business activities. VMware may conduct no more than one (1)
audit in any twelve (12) month period, and only during normal business
hours. You will reasonably cooperate with VMware and any third party
auditor and will, without prejudice to other rights of VMware, address
any non-compliance identified by the audit by promptly paying
additional fees. You will promptly reimburse VMware for all reasonable
costs of the audit if the audit reveals either underpayment of more
than five (5%) percent of the Software fees payable by You for the
period audited, or that You have materially failed to maintain
accurate records of Software use.

6. SUPPORT AND SUBSCRIPTION SERVICES. Except as expressly specified in
the Product Guide, VMware does not provide any support or subscription
services for the Software under this EULA. You have no rights to any
updates, upgrades or extensions or enhancements to the Software
developed by VMware unless you separately purchase VMware support or
subscription services. These support or subscription services are
subject to the Support Services Terms.

7. WARRANTIES.

7.1. Software Warranty, Duration and Remedy. VMware warrants to You
that the Software will, for a period of ninety (90) days following
notice of availability for electronic download or delivery ("Warranty
Period"), substantially conform to the applicable Documentation,
provided that the Software: (a) has been properly installed and used
at all times in accordance with the applicable Documentation; and (b)
has not been modified or added to by persons other than VMware or its
authorized representative. VMware will, at its own expense and as its
sole obligation and Your exclusive remedy for any breach of this
warranty, either replace that Software or correct any reproducible
error in that Software reported to VMware by You in writing during the
Warranty Period. If VMware determines that it is unable to correct the
error or replace the Software, VMware will refund to You the amount
paid by You for that Software, in which case the License for that
Software will terminate.

7.2. Software Disclaimer of Warranty. OTHER THAN THE WARRANTY ABOVE,
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VMWARE AND ITS
SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS EULA, AND
DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR
PERFORMANCE, OR USAGE OF TRADE. VMWARE AND ITS LICENSORS DO NOT
WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL
BE FREE FROM DEFECTS OR THAT IT WILL MEET YOUR REQUIREMENTS.

8. INTELLECTUAL PROPERTY INDEMNIFICATION.

8.1. Defense and Indemnification. Subject to the remainder of this
Section 8 (Intellectual Property Indemnification), VMware shall defend
You against any third party claim that the Software infringes any
patent, trademark or copyright of such third party, or misappropriates
a trade secret (but only to the extent that the misappropriation is
not a result of Your actions) under the laws of: (a) the United States
and Canada; (b) the European Economic Area; (c) Australia; (d) New
Zealand; (e) Japan; or (f) the People's Republic of China, to the
extent that such countries are part of the Territory for the License
("Infringement Claim") and indemnify You from the resulting costs and
damages finally awarded against You to such third party by a court of
competent jurisdiction or agreed to in settlement. The foregoing
obligations are applicable only if You: (i) promptly notify VMware in
writing of the Infringement Claim; (ii) allow VMware sole control over
the defense for the claim, any settlement negotiations and any related
action challenging the validity of the allegedly infringed patent,
trademark, or copyright; and (iii) reasonably cooperate in response to
VMware requests for assistance. You may not settle or compromise any
Infringement Claim without the prior written consent of VMware.

8.2. Remedies. If the alleged infringing Software become, or in
VMware's opinion be likely to become, the subject of an Infringement
Claim, VMware will, at VMware's option and expense, do one of the
following: (a) procure the rights necessary for You to make continued
use of the affected Software; (b) replace or modify the affected
Software to make it non-infringing; or (c) terminate the License to
the affected Software and discontinue the related support services,
and, upon Your certified deletion of the affected Software, refund:
(i) the fees paid by You for the License to the affected Software,
less straight-line depreciation over a three (3) year useful life
beginning on the date such Software was delivered; and (ii) any
pre-paid service fee attributable to related support services to be
delivered after the date such service is stopped. Nothing in this
Section 8.2 (Remedies) shall limit VMware's obligation under Section
8.1 (Defense and Indemnification) to defend and indemnify You,
provided that You replace the allegedly infringing Software upon
VMware's making alternate Software available to You and/or You
discontinue using the allegedly infringing Software upon receiving
VMware's notice terminating the affected License.

8.3. Exclusions. Notwithstanding the foregoing, VMware will have no
obligation under this Section 8 (Intellectual Property
Indemnification) or otherwise with respect to any claim based on: (a)
a combination of Software with non-VMware products (other than
non-VMware products that are listed on the Order and used in an
unmodified form); (b) use for a purpose or in a manner for which the
Software was not designed; (c) use of any older version of the
Software when use of a newer VMware version would have avoided the
infringement; (d) any modification to the Software made without
VMware's express written approval; (e) any claim that relates to open
source software or freeware technology or any derivatives or other
adaptations thereof that is not embedded by VMware into Software
listed on VMware's commercial price list; or (f) any Software provided
on a no charge, beta or evaluation basis. THIS SECTION 8 (INTELLECTUAL
PROPERTY INDEMNIFICATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AND
VMWARE'S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.

9.   LIMITATION OF LIABILITY.

9.1. Limitation of Liability. TO THE MAXIMUM EXTENT MANDATED BY LAW,
IN NO EVENT WILL VMWARE AND ITS LICENSORS BE LIABLE FOR ANY LOST
PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS
OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY 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'S AND
ITS LICENSORS' LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT,
REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF THE LICENSE FEES YOU
PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR $5000. THE FOREGOING
LIMITATIONS SHALL APPLY 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.

9.2. Further Limitations. VMware's licensors shall have no liability
of any kind under this EULA and VMware's liability with respect to any
third party software embedded in the Software shall be subject to
Section 9.1 (Limitation of Liability). You may not bring a claim under
this EULA more than eighteen (18) months after the cause of action
arises.

10. TERMINATION.

10.1. EULA Term. The term of this EULA begins on the notice of
availability for electronic download or delivery of the Software and
continues until this EULA is terminated in accordance with this
Section 10.

10.2. Termination for Breach. VMware may terminate this EULA effective
immediately upon written notice to You if: (a) You fail to pay any
portion of the fees under an applicable Order within ten (10) days
after receiving written notice from VMware that payment is past due;
or (b) You breach any other provision of this EULA and fail to cure
within thirty (30) days after receipt of VMware's written notice
thereof.

10.3. Termination for Insolvency. VMware may terminate this EULA
effective immediately upon written notice to You if You: (a) terminate
or suspend your business; (b) become insolvent, admit in writing Your
inability to pay Your debts as they mature, make an assignment for the
benefit of creditors; or become subject to control of a trustee,
receiver or similar authority; or (c) become subject to any bankruptcy
or insolvency proceeding.

10.4. Effect of Termination. Upon VMware's termination of this EULA:
(a) all Licensed rights to all Software granted to You under this EULA
will immediately cease; and (b) You must cease all use of all
Software, and return or certify destruction of all Software and
License Keys (including copies) to VMware, and return, or if requested
by VMware, destroy, any related VMware Confidential Information in
Your possession or control and certify in writing to VMware that You
have fully complied with these requirements. Any provision will
survive any termination or expiration if by its nature and context it
is intended to survive, including Sections 1 (Definitions), 2.6 (Open
Source Software), 3 (Restrictions; Ownership), 5 (Records and Audit),
7.2 (Software Disclaimer of Warranty), 9 (Limitation of Liability), 10
(Termination), 11 (Confidential Information) and 12 (General).

11. CONFIDENTIAL INFORMATION.

11.1. Definition. "Confidential Information" means information or
materials provided by one party ("Discloser") to the other party
("Recipient") which are in tangible form and labelled "confidential"
or the like, or, information which a reasonable person knew or should
have known to be confidential. The following information shall be
considered Confidential Information whether or not marked or
identified as such: (a) License Keys; (b) information regarding
VMware's pricing, product roadmaps or strategic marketing plans; and
(c) non-public materials relating to the Software.

11.2. Protection. Recipient may use Confidential Information of
Discloser; (a) to exercise its rights and perform its obligations
under this EULA; or (b) in connection with the parties' ongoing
business relationship. Recipient will not use any Confidential
Information of Discloser for any purpose not expressly permitted by
this EULA, and will disclose the Confidential Information of Discloser
only to the employees or contractors of Recipient who have a need to
know such Confidential Information for purposes of this EULA and who
are under a duty of confidentiality no less restrictive than
Recipient's duty hereunder. Recipient will protect Confidential
Information from unauthorized use, access, or disclosure in the same
manner as Recipient protects its own confidential or proprietary
information of a similar nature but with no less than reasonable care.


11.3. Exceptions. Recipient's obligations under Section 11.2
(Protection) with respect to any Confidential Information will
terminate if Recipient can show by written records that such
information: (a) was already known to Recipient at the time of
disclosure by Discloser; (b) was disclosed to Recipient by a third
party who had the right to make such disclosure without any
confidentiality restrictions; (c) is, or through no fault of Recipient
has become, generally available to the public; or (d) was
independently developed by Recipient without access to, or use of,
Discloser's Information. In addition, Recipient will be allowed to
disclose Confidential Information to the extent that such disclosure
is required by law or by the order of a court of similar judicial or
administrative body, provided that Recipient notifies Discloser of
such required disclosure promptly and in writing and cooperates with
Discloser, at Discloser's request and expense, in any lawful action to
contest or limit the scope of such required disclosure.

11.4. Data Privacy. You agree that VMware may process technical and
related information about Your use of the Software which may include
internet protocol address, hardware identification, operating system,
application software, peripheral hardware, and non-personally
identifiable Software usage statistics to facilitate the provisioning
of updates, support, invoicing or online services and may transfer
such information to other companies in the VMware worldwide group of
companies from time to time. To the extent that this information
constitutes personal data, VMware shall be the controller of such
personal data. To the extent that it acts as a controller, each party
shall comply at all times with its obligations under applicable data
protection legislation.

12. GENERAL.

12.1. Transfers; Assignment. Except to the extent transfer may not
legally be restricted or as permitted by VMware's transfer and
assignment policies, in all cases following the process set forth at
www.vmware.com/support/policies/licensingpolicies.html, You will not
assign this EULA, any Order, or any right or obligation herein or
delegate any performance without VMware's prior written consent, which
consent will not be unreasonably withheld. Any other attempted
assignment or transfer by You will be void. VMware may use its
Affiliates or other sufficiently qualified subcontractors to provide
services to You, provided that VMware remains responsible to You for
the performance of the services.

12.2. Notices. Any notice delivered by VMware to You under this EULA
will be delivered via mail, email or fax.

12.3. Waiver. Failure to enforce a provision of this EULA will not
constitute a waiver.

12.4. Severability. If any part of this EULA is held unenforceable,
the validity of all remaining parts will not be affected.

12.5. Compliance with Laws; Export Control; Government Regulations.
Each party shall comply with all laws applicable to the actions
contemplated by this EULA. You acknowledge that the Software is of
United States origin, is provided subject to the U.S. Export
Administration Regulations, may be subject to the export control laws
of the applicable territory, and that diversion contrary to applicable
export control laws is prohibited. You represent that (1) you are not,
and are not acting on behalf of, (a) any person who is a citizen,
national, or resident of, or who is controlled by the government of
any country to which the United States has prohibited export
transactions; or (b) any person or entity listed on the U.S. Treasury
Department list of Specially Designated Nationals and Blocked Persons,
or the U.S. Commerce Department Denied Persons List or Entity List;
and (2) you will not permit the Software to be used for, any purposes
prohibited by law, including, any prohibited development, design,
manufacture or production of missiles or nuclear, chemical or
biological weapons. The Software and accompanying documentation are
deemed to be "commercial computer software" and "commercial computer
software documentation", respectively, pursuant to DFARS Section
227.7202 and FAR Section 12.212(b), as applicable. Any use,
modification, reproduction, release, performing, displaying or
disclosing of the Software and documentation by or for the U.S.
Government shall be governed solely by the terms and conditions of
this EULA.

12.6. Construction. The headings of sections of this EULA are for
convenience and are not to be used in interpreting this EULA. As used
in this EULA, the word 'including' means "including but not limited
to".

12.7. Governing Law. This EULA is governed by the laws of the State of
California, United States of America (excluding its conflict of law
rules), and the federal laws of the United States. To the extent
permitted by law, the state and federal courts located in Santa Clara
County, California will be the exclusive jurisdiction for disputes
arising out of or in connection with this EULA. The U.N. Convention on
Contracts for the International Sale of Goods does not apply.

12.8. Third Party Rights. Other than as expressly set out in this
EULA, this EULA does not create any rights for any person who is not a
party to it, and no person who is not a party to this EULA may enforce
any of its terms or rely on any exclusion or limitation contained in
it.

12.9. Order of Precedence. In the event of conflict or inconsistency
among the Product Guide, this EULA and the Order, the following order
of precedence shall apply unless otherwise set forth in an enterprise
license agreement: (a) the Product Guide, (b) this EULA and (c) the
Order. With respect to any inconsistency between this EULA and an
Order, the terms of this EULA shall supersede and control over any
conflicting or additional terms and conditions of any purchase order,
acknowledgement or confirmation or other document issued by You.

12.10. Entire Agreement. This EULA, including accepted Orders and any
amendments hereto, and the Product Guide contain the entire agreement
of the parties with respect to the subject matter of this EULA and
supersede all previous or contemporaneous communications,
representations, proposals, commitments, understandings and
agreements, whether written or oral, between the parties regarding the
subject matter hereof. This EULA may be amended only in writing signed
by authorized representatives of both parties.

12.11. Contact Information. Please direct legal notices or other
correspondence to VMware, Inc., 3401 Hillview Avenue, Palo Alto,
California 94304, United States of America, Attention: Legal
Department.


