CherryPicker(R) CAP-1000 SOFTWARE LICENSE AGREEMENT

Section 1 DEFINITIONS

1.1 "CAP" means the CherryPicker(R) Application Platform digital video processing system.

 1.2 "CAP-1000" means the CAP hardware and any products provided by CommScope Technologies LLC,  CommScope UK Limited or another affiliated company that is a wholly owned subsidiary of CommScope Holding Company, Inc.  ("CommScope") to Licensee with which or for which the Software and Documentation is licensed for use.  1.3 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).

 1.4 "Licensable Feature" means a capability of the platform that is authorized and paid for separately and optionally. A Licensable Feature is activated on a specific hardware device and does not imply a perpetual license to a specific capability that is mobile from one device to another.

1.5 "License Key" means both the license itself and the encrypted file that contains the critical license information for allowing access to a Licensable Feature.

1.6 "Open-Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution.

1.7 "Open-Source Software License" means the terms or conditions under which the Open-Source Software is licensed.

1.8 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data may be compromised, manipulated, or stolen or the system damaged.

1.9 "Software" means (i)  the CAP system software installed on the CAP-1000 and the CAP desktop software included on the compact flash storage media of the CAP hardware[NL1] ; (ii)   proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of such software; (iii) any modifications, enhancements, new versions and new releases of the software provided by CommScope.; and (iv) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third-party software provided under separate license or third-party software not licensable under the terms of this Agreement.

 Section 2 SCOPE

CommScope and Licensee enter into this Agreement in connection with CommScope's delivery of certain proprietary Software, License Keys or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license CommScope is providing to Licensee, and Licensee's use of the Software, License Keys and Documentation.

Section 3 GRANT OF LICENSE

 3.1 Subject to the provisions of this Agreement, ARRIS grants to Licensee a limited, non-exclusive, nontransferable license to use the Software, including sub-licensable third-party software included therewith, only on and with the CAP-1000 with which it is distributed by CommScope or a CommScope appointed reseller; provided, however, that to the extent access to or use of the Software is controlled by License Keys, Licensee may access and make use of the Software and Licensable Features only if it has purchased the relevant License Key(s) from CommScope or its authorized reseller. Except as expressly allowed in this Agreement, Licensee agrees not to copy the Software, or any portion thereof, in any form or medium,  except the Licensee may copy the Software from the CD-ROM provided with the CAP system to the hard drives of one or more appropriately configured workstations connected through suidiv network connections to the CAP-1000. Licensee agrees not to use the Software except as expressly authorized by this Agreement. Licensee agrees not to disclose any License Keys to any third parties or attempt to circumvent or bypass the License Key mechanism to gain access to or use of features and functions of the CherryPicker(R) Application Platform regulated by License Keys.

3.2 Portions of the Software may contain or be derived from Open-Source Software. The terms and conditions governing the use of such portions of the Software may be subject to the terms and conditions of the applicable Open-Source Software License. To the extent that the terms and conditions of any such Open-Source Software License prohibit the application of the terms and conditions of this Agreement or any part hereof, then such Software shall be subject to such Open-Source Software License and this Agreement or portions of this Agreement (as applicable) shall not apply.

Section 4 LIMITATIONS ON USE

4.1 Licensee may use the Software or License Keys only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software or License Keys is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software or License Keys available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.

 4.2 Licensee acknowledges and agrees that the License Keys may be used to regulate access to and use of the Software and certain features and functions of the CherryPicker Application Platform, which License Keys must be purchased separately from CommScope  or its authorized reseller.

4.3 Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software, License Keys or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software, License Keys or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software , License Keys or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of CommScope's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software, License Keys or Documentation available to, or permit the use of the Software and License Keys by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software or License Keys in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. Records of License Keys are archived in the CommScope SLK system for disaster recovery purposes.

 4.4 Unless otherwise authorized by CommScope in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software or License Key on more than one unit of a CAP-1000; or (ii) copy onto or transfer Software or License Key installed in one unit of a CAP-1000 onto another device. Licensee may temporarily transfer Software installed on a CAP-1000 to another device if the CAP-1000 is inoperable or malfunctioning, only if Licensee provides written notice to CommScope  of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software or License Keys to another device must be discontinued when the original CAP-1000 is returned to operation and the Software or License Keys must be removed from the other device. Licensee must provide prompt written notice to CommScope  at the time temporary transfer is discontinued.

4.5 If Licensee believes that it has a right to exercise any rights under Article 6.1(b) of the EC Directive on the Legal Protection of Software (Directive 91/250), or any successor or similar law, Licensee will give reasonable notice to CommScope  before attempting to exercise that right.

 4.6 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. CommScope or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. CommScope  is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by CommScope and the Auditor will be kept in strict confidence by CommScope and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.

Section 5 OWNERSHIP AND TITLE

5.1 CommScope , its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software, License Keys and Documentation , including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software, License Keysand Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by ARRIS or another party, or any improvements that result from CommScope's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by CommScope in connection with providing the Software, CAP-1000, License Keys, Documentation or related services, remains vested exclusively in CommScope, and Licensee will not have any shared development or other intellectual property rights.

 5.2 Licensee agrees not to alter, remove, or obscure any copyright notices or other proprietary notices on and in the Software. Licensee agrees to include on and in any copies of the Software the same proprietary notices and other legends contained on and in the Software as furnished to Licensee by CommScope.

 5.3 The Software contains software proprietary to CommScope  and certain other software proprietary to third parties ("Third-Party Suppliers") and licensed to CommScope. The Third-Party Suppliers are identified in the copyright notice on or in the Software. As licensee, Licensee owns the media on which the Software is originally or subsequently recorded, but CommScope  and Third-Party Suppliers retain title and ownership of the Software recorded on the media and all copyright and other intellectual property rights therein.

 Section 6 DISCLAIMER OF WARRANTY. LICENSEE AGREES THAT THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION IS FURNISHED ON AN "AS-IS" BASIS. NEITHER COMMSCOPE  NOR ANY THIRD-PARTY SUPPLIER MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF NONINFRINGEMENT, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION. NEITHER COMMSCOPE  NOR ANY THIRD-PARTY SUPPLIER WARRANTS THAT THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION WILL MEET LICENSEE'S REQUIREMENTS, THAT IT WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER COMMSCOPE  NOR ANY THIRD-PARTY SUPPLIER ASSUMES ANY LIABILITY REGARDING USE OF, OR ANY DEFECT IN, THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION. SHOULD THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION PROVE DEFECTIVE FOLLOWING ITS PURCHASE, LICENSEE (AND NOT COMMSCOPE , ANY THIRD-PARTY SUPPLIER, THE DISTRIBUTOR, OR THE RETAILER) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NEITHER COMMSCOPE  NOR ANY THIRD-PARTY SUPPLIER HAS ANY OBLIGATION TO PROVIDE MAINTENANCE SERVICES, UPDATE SERVICES, NOTICES OF LATENT DEFECTS, OR CORRECTION OF DEFECTS FOR THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION.

Section 7 TRANSFERS

Licensee will not transfer the Software, License Keys or Documentation to any third party without CommScope's prior written consent. CommScope’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Licensee transfers ownership of the CAP-1000 to a third party, Licensee may assign its right to use the Software or License Keys which is embedded in or furnished for use with the CAP-1000 and the related Documentation; provided that: (1) the proposed transferee is not a direct competitor of CommScope, (2) Licensee transfers all copies of the Software and Documentation to the transferee, and (3) Licensee and the transferee sign a transfer form to be provided by CommScope upon request, obligating the transferee to be bound by this Agreement. License Keys must be registered in the CommScope's SLK license database with the transferee’s name and location.[NL2] 

Section 8 TERM AND TERMINATION

8.1 Licensee's right to use the Software, License Keys and Documentation will continue for the life of the CAP1000 with which or for which the Software, License Keys and Documentation have been provided by CommScope, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software, License Keys and Documentation may be terminated immediately upon notice by CommScope.

 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to CommScope  that all copies of the Software, License Keys have been removed or deleted from the CAP-1000 and that all copies of the Software, License Keys and Documentation have been returned to CommScope  or destroyed by Licensee and are no longer in use by Licensee.

 8.3 Licensee acknowledges that CommScope made a considerable investment of resources in the development, marketing, and distribution of the Software, License Keys and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to CommScope  for which monetary damages would be inadequate. If Licensee breaches this Agreement, CommScope  may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).

Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS

 This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software, License Keys and Documentation under CommScope's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software, License Keys and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software, License Keys and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software, License Keys and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction.

Section 10 CONFIDENTIALITY

Licensee acknowledges that the Software, License Keys and Documentation contain CommScope's valuable proprietary and Confidential Information and are CommScope's trade secrets. Licensee agrees to take all appropriate action to protect the confidential and trade secret information contained in the Software, License Keys and Documentation (the "Confidential Information), which shall be no less than the steps Licensee takes to protect its own confidential and trade secret information. Licensee shall disclose the Confidential Information only to those employees of Licensee that have a reasonable need to use the Software in connection with the purposes of this License.

Section 11 LIMITATION OF LIABILITY

 IN NO EVENT SHALL COMMSCOPE  BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO LICENSEE, ITS EMPLOYEES, ITS CUSTOMERS, OR ANY THIRD PARTIES CAUSED BY FAILURE OF THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION OR FAILURE OF ARRIS TO DELIVER THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION. COMMSCOPE  SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, RERUN TIME, INACCURATE INPUT OR WORK DELAYS, OR ANY DIRECT OR INDIRECT PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OR PERFORMANCE OF THE SOFTWARE, LICENSE KEYS AND/OR DOCUMENTATION WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

Section 12 GENERAL

12.1 COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.

 12.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Commscope  and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.

12.3 ASSIGNMENTS AND SUBCONTRACTING. CommScope  may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

12.4 GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Georgia if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement, or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

12. 5 THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of CommScope and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third-party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

12.6 SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 1 2 survive the termination of this Agreement.

12.7 SECURITY. CommScope's Information Assurance Policy addresses the issue of security. CommScope uses reasonable means in the design and writing of its own Software and the acquisition of third-party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, ARRIS will take reasonable steps to correct the Security Vulnerability.