Subject to the terms of this Agreement, Agtonomy grants to Customer a  nontransferable, nonexclusive right to use the  Product(s) designated in the Cover Sheet provided by Agtonomy in accordance with the documentation or instructions supplied by Agtonomy Product(s) during the Lease Term. Any software incorporated into or provided with the Product(s) shall only be used as installed by Agtonomy in that Product(s). Customer will not modify the Product(s) . Agtonomy retains all right, title and interest relating to the Product(s) and all related software; no licenses express or implied are granted.

Customer shall not i) grant access to or sublease the Product(s) to any third party without Agtonomy’s express prior written consent, or ii) copy, reverse assemble, reverse engineer the   Product(s) or permit anyone else to do so. Customer will not remove or export the  Product(s), any included software or direct product thereof from the United States. Notwithstanding anything else herein, Agtonomy shall be entitled to enter the Customer’s property at which the Product(s) are located upon reasonable notice and during normal business hours to inspect and take possession of the Product(s), and suspend use or withdraw specific units upon notice for safety or operational reasons

Customer shall pay Agtonomy the applicable fees as designated above on the Cover Sheet.

a. Obligations.  Confidential Information disclosed or made available by a party ("Disclosing Party") to the other party ("Receiving Party") shall be held in confidence by the Receiving Party and not disclosed to any third party, except as otherwise approved in writing by the Disclosing Party.  The Receiving Party shall not use the Disclosing Party’s Confidential Information other than as appropriate for the provision by Agtonomy and use by Recipient of the Product(s).  The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of similar kind, but in no event less than a reasonable degree of care, and shall limit access to the Disclosing Party’s Confidential Information to those of its employees and consultants having a need to know and who are subject to a written agreement with the Receiving Party that contains non-disclosure and non-use obligations at least as restrictive as those contained herein.

b. Exceptions.  Notwithstanding the foregoing, a Receiving Party shall have no obligation under this Section 4 with respect to any Confidential Information that (i) was in the public domain or generally known to the public at the time it was provided or made available to the Receiving Party, or subsequently enters the public domain or becomes generally known without breach of this Agreement, (ii) the Receiving Party can show was either known by the Receiving Party prior to the time it was provided or made available by the Disclosing Party, or subsequently received from a third party without breach of confidentiality obligations, or (iii) the Receiving Party can show was independently developed by the Receiving Party without the use of, or reference to, the Disclosing Party’s Confidential Information (as evidenced by the Receiving Party’s written records).

c. Required Disclosures. Notwithstanding Section 4(b), the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required by law, regulation, court order or stock exchange disclosure requirement, provided that the Receiving Party provides the Disclosing Party with reasonable prior notice of such disclosure (to the extent legally permitted) and cooperates with the Disclosing Party in any lawful action to contest or limit such disclosure.

d. Feedback.  Customer may from time to time provide suggestions, comments, data or other feedback (“Feedback”) to Agtonomy with respect to the  Product(s).  Both parties agree that all Feedback is and shall be given entirely voluntarily, and , even if designated as confidential by Customer, shall not, absent a separate written agreement, create any confidentiality obligation for Agtonomy, and Agtonomy shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.  For clarity, except as expressly set forth in this Section, neither parties’ confidentiality obligations shall be otherwise affected.

AGTONOMY FOR ITSELF AND ITS SUPPLIERS DISCLAIMS ALL WARRANTIES RELATING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NEITHER AGTONOMY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. AGTONOMY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

The term of this Agreement shall be for the Lease  Term designated in the Cover Sheet above.  The term may be extended for one or more additional annual periods upon the written consent of Agtonomy.  Upon termination, the license granted hereunder shall terminate and Customer shall immediately return the  Product(s), together with any and all documents, notes and other materials regarding the Product(s) to Agtonomy, including, without limitation, all Confidential Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect.

Either party may assign this Agreement without consent to an acquirer of all or substantially all of the party’s assets, business or equity without consent, provided that such acquirer agrees to be bound by the terms and conditions of this Agreement.  In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.  This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties.  No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.