BEFORE INSTALLING, COPYING, DOWNLOADING, 
ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU 
SHOULD CAREFULLY READ THE FOLLOWING TERMS AND 
CONDITIONS.  INSTALLING, COPYING, DOWNLOADING, 
ACCESSING, OR OTHERWISE USING THE SOFTWARE 
INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS 
SOFTWARE LICENSE AGREEMENT, AND THAT YOU AGREE 
TO BE BOUND BY ALL THESE TERMS AND CONDITIONS.  IF 
YOU DO NOT AGREE WITH THEM, DO NOT INSTALL, COPY, 
DOWNLOAD, ACCESS, OR OTHERWISE USE THE SOFTWARE.
Johnson Controls, Inc.

SOFTWARE LICENSE AGREEMENT
This Software License Agreement is a legal agreement between You 
(defined below) and Johnson Controls, Inc. ("JCI").  If You do not 
agree with these terms: (a) do not install, copy, download, access, or 
otherwise use the Software (defined below); and (b) return the 
complete, unused Software and all accompanying items (including 
written materials) and packaging, within thirty (30) days after purchase, 
for a full refund of any amounts paid for the returned Software.  By 
installing, copying, downloading, accessing, or otherwise using the 
Software you represent that you are acting on behalf of your employer 
(such employer being hereinafter referred to as "You," "you" or the 
"Licensee"), and are authorized to, and do, accept these terms and 
conditions on its behalf.

I. Definitions
1.1 Agreement.  "Agreement" shall mean this Software License 
Agreement, as well as any and all ancillary documents incorporated 
herein by reference.
1.2 Designated Facility.  "Designated Facility" shall mean the particular 
building(s) owned or operated by you at the locations authorized by JCI 
for use with the Licensed Software.
1.3 Designated System.  "Designated System" shall mean the 
equipment and/or computer hardware authorized by JCI for use with 
the Licensed Software.
1.4 Effective Date.  "Effective Date" shall mean the date of your 
(including any User's) first installation, copying, downloading, access, 
or other use of any Software.
1.5 Licensed Software.  "Licensed Software" shall mean the computer 
software, in machine-readable, object code form only, owned and 
distributed by JCI via CD ROM, the Internet, or other distribution 
mechanism, including any Updates to such Licensed Software that may 
be provided by JCI pursuant to this Agreement.
1.6 Licensed Software Materials.  "Licensed Software Materials" shall 
mean any materials related to the Licensed Software and provided by 
JCI hereunder for use in connection with the Licensed Software.
1.7 Software.  "Software" shall mean the Licensed Software and 
Licensed Software Materials.
1.8 Term.  "Term" shall have the meaning set forth in Section V (Term 
and Termination).
1.9 Third Party Materials.  "Third Party Materials" shall mean any third 
party software, programs, content, documentation, equipment, hardware 
or other products that are necessary for the use and operation of the 
Licensed Software.
1.10 Updates.  "Updates" shall mean any enhancement, upgrade or 
modification to the Licensed Software that may be provided by JCI 
under this Agreement, but excluding any items licensed, marketed or 
distributed by JCI as a separately-priced product.
1.11 Use.  "Use" shall mean to load, execute, access, employ, utilize, 
store or display the Software according to the terms of this Agreement.
1.12 User.  "User" shall mean an individual employee of the Licensee 
that is authorized by JCI to Use the Software.

II. License Grant
2.1 License.  Subject to compliance with the terms of this Agreement, 
JCI grants, and you accept, a non-exclusive, non-transferable, limited 
license to Use the Software during the Term, with the Designated 
System, and up to any applicable maximum number of Users 
authorized by JCI for the Software.  All such Use of the Software shall 
be for your internal business purposes, at and for the benefit of the 
Designated Facility only.
2.2 Reservation of Rights.  JCI or its licensors shall retain all right, title, 
copyright, trade secrets, patents and other proprietary rights in and to 
the Software, and all modifications, enhancements and any derivative 
works thereof, regardless of origin.  You do not acquire any rights, 
express or implied, in the Software or derivative works thereof, other 
than those specified in this Agreement, and all rights in and to the 
Software that are not expressly granted herein are reserved to JCI.
2.3 Copies.  If JCI has not included a back-up copy of the Licensed 
Software, you may make one (1) copy of the Licensed Software, 
provided that such copy is used exclusively by you and solely for 
archival purposes.  Except as set forth in this Section II (License Grant) 
you shall not use, print, copy, translate, or display the Software, in 
whole or in part.  You shall not copy the Licensed Software Materials 
without JCI's prior written consent.  Additional copies of printed 
materials may be licensed or purchased from JCI at the charges then in 
effect, and if licensed or purchased, are subject to the terms of this 
Agreement.  You shall include, and shall under no circumstances 
remove, JCI's and its licensor's (if any) copyright, trademark, service 
mark and other proprietary notices on any complete or partial copies of 
the Software in the same form and location as the notice appears in the 
original.  You shall maintain a record of the number and location of all 
copies of Software and, if requested by JCI, will provide a copy of that 
record to JCI.
2.4 Modifications.  You shall not, and will not permit others to, modify, 
adapt, translate, reverse engineer, decompile, disassemble or otherwise 
attempt to create derivative works from the Licensed Software, 
otherwise alter the Licensed Software, or discover its source code.
2.5 Third Party Materials/Open Source Licenses.  You shall be 
responsible for purchasing or licensing all Third Party Materials.  You 
acknowledge and agree that from time to time JCI may require 
additional Third Party Materials, or may substitute other Third Party 
Materials for those originally or previously required. To the extent any 
Third Party Materials are packed with, incorporated into, or embedded 
in the Licensed Software or otherwise provided by JCI hereunder, you 
agree to comply with the terms and conditions of the third party 
licenses associated with such Third Party Materials, in addition to the 
terms and restrictions contained in this Agreement.  Certain portions of 
the Software are governed by open source licenses.    JCI MAKES NO 
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, 
WITH REGARD TO ANY THIRD PARTY MATERIALS.

License terms with respect to embedded software developed and owned 
by Tridium, Inc. Subject to the terms and conditions contained herein, 
you are granted a non-transferable, non-exclusive, limited license to 
install, use and execute the Niagara AX Framework on a single server, 
which is identified by serial number during the installation process (the 
"Designated System"), solely for your internal business use. You may 
transfer and use the Niagara AX Framework on a backup computer 
system you own or lease if, and only for so long as, the Designated 
System is (i) inoperative or (ii) unavailable due to regularly scheduled 
maintenance. Apart from the license expressly granted herein, no 
license or other right is granted by JCI or Tridium to you under this 
Agreement, either directly or by implication, estoppel, or otherwise 
(including, but not limited to, the right to prepare derivative works). 
You shall have no right or access to the source code of the Niagara AX 
Framework. Tridium is not a party to this Agreement, however it is a 
third party beneficiary entitled to the protections afforded by this 
Agreement.

2.6 Compliance with Applicable Laws.  You shall at all times comply 
with all foreign, federal, state and local laws, whether in the form of 
statutes, regulations, rules, standards, directives, guidelines, judicial or 
administrative decisions, or any other federal, state or local action 
having the effect of law.
2.7 Indemnification.  At your expense as described herein, you agree to 
indemnify, defend and hold harmless JCI and JCI's respective 
employees, directors, officers, subcontractors, agents or other members 
of JCI's workforce, against all damages, losses, lost profits, fines, 
penalties, costs or expenses (including reasonable attorneys' fees) and 
all liability to third parties arising from or in connection with any 
breach of this Agreement or of any warranty hereunder or from any 
negligence or wrongful acts or omissions, by you or your employees, 
directors, officers, subcontractors, agents or other members of your 
workforce.  Your obligation to indemnify JCI shall survive the 
expiration or termination of this Agreement for any reason.
2.8 Audit Right.  JCI shall have the right, upon reasonable notice during 
business hours, to audit your use of the Software for purposes of 
evaluating your compliance with this Agreement.
2.9 Data.  In further consideration for the license to Use the Software, 
you acknowledge and agree that JCI shall have a royalty-free, 
perpetual, paid-in-full, irrevocable, non-exclusive and transferable right 
and license to use any and all data, records, and other information 
transmitted to, by or through the Software, or otherwise provided to JCI 
in connection with the use of the Software, for JCI's business purposes, 
for all media now known or later developed. Included within the rights 
set forth above, JCI shall have the specific right to develop and modify 
a Library Database ("LD"), embodying specific knowledge and 
expertise relating to or arising out of its facilities management 
experience.  You acknowledge that the LD is continually refined and 
updated during the course of your relationship with JCI and that the LD 
may expand as a result of the data, records or other information 
obtained pursuant to this Agreement.  As a condition of entering into 
this Agreement, You agree to let JCI gather and input data pertaining to 
the Designated Facilities, including, without limitation, management, 
cost, technical operations and maintenance, and real and personal 
property-related data, into both the LD and any Site-Specific Operating 
Procedures and Data ("SSOD") that is developed using the LD.  As a 
condition to entering into this Agreement, You further agree that (i) JCI 
may gather such information by physical or electronic means either on 
or at the Designated Facilities or remotely; (ii) JCI will utilize the LD to 
create the SSOD; and (iii) JCI will retain ownership of the LD, as 
amended from time to time.
2.10 Metering Devices.  The Licensed Software may contain 
technology-based metering devices and passive restraints to regulate 
usage. For example, the Licensed Software may contain a license file 
limiting use to the licensed number of concurrent users or named users 
or may temporarily restrict usage until license and other fees have been 
paid in full. You acknowledge that such passive restraints and metering 
devices are a reasonable method to ensure compliance with the license 
and have been factored into the license and other fees and the 
Agreement as a whole.  You agree that you will not circumvent, 
override, or otherwise bypass such metering devices and passive 
restraints that regulate the Use of the Licensed Software.

III. Limited Warranty
3.1 Licensed Software Performance.  JCI warrants that, for a period of 
thirty (30) days following the delivery of the Licensed Software to you 
(the "Warranty Period"), the Licensed Software, as delivered, will 
substantially conform to the Licensed Software Materials provided by 
JCI to you, when properly used in the operating environment specified 
by JCI (the "Limited Warranty").
3.2 Exclusive Remedy.  If, during the Warranty Period, you notify JCI 
of any non-compliance with the Limited Warranty, JCI will, in its sole 
option and discretion: (a) use commercially reasonable efforts to 
provide the programming services necessary to correct any verifiable 
non-compliance in the Licensed Software; or (b) replace any non-
conforming Licensed Software; or (c) terminate this Agreement in 
whole or in part, and refund to you the amounts paid for the non-
conforming Licensed Software (less depreciation calculated on a five-
year straight-line basis commencing on the Effective Date). JCI does 
not guarantee service results or represent or warrant that all errors or 
defects will be corrected.  The foregoing states your sole and exclusive 
remedy with respect to non-compliance with the Limited Warranty in 
this Section III (Limited Warranty). In the event you request, and JCI, 
in its sole discretion, agrees to provide materials or services to you 
relating to the Licensed Software that are outside of the scope of the 
Limited Warranty, you agree to compensate JCI for such services at 
JCI's then current hourly rates for such services.
3.3 Warranty Disclaimer:  EXCEPT FOR THE LIMITED 
WARRANTY CONTAINED IN SECTION 3.1 (LICENSED 
SOFTWARE PERFORMANCE), JCI AND ITS LICENSORS, 
INCLUDING TRIDIUM, DISCLAIM ANY AND ALL 
WARRANTIES RELATED TO THE SOFTWARE WHETHER 
EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT 
NOT LIMITED TO, THE IMPLIED WARRANTIES OF 
MERCHANTABILITY, INTEROPERABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET 
ENJOYMENT, OR THOSE ARISING FROM TRADE USAGE OR 
COURSE OF DEALING.  NEITHER JCI NOR ITS LICENSORS, 
INCLUDING TRIDIUM, WARRANTS THAT THE SOFTWARE 
WILL BE FREE FROM DEFECTS OR THAT USE OF THE 
LICENSED SOFTWARE, INCLUDING THE TRIDIUM 
SOFTWARE, WILL BE UNINTERRUPTED OR ERROR FREE, 
NOR DOES JCI OR ITS LICENSORS, INCLUDING TRIDIUM, 
WARRANT THE RESULTS FROM YOUR USE OF THE 
SOFTWARE.

IV. Fees and Payment
4.1 Fees, Invoicing and Payment.  You shall pay the fees and charges 
for the Software within thirty (30) days after the date of JCI's invoice.  
All fees and other charges paid hereunder are non-refundable.  All past 
due amounts shall bear interest at the lesser of (a) one and one-half 
percent (1.5%) per month, or (b) the maximum rate allowed by law.
4.2 Taxes.  The fees, charges or expenses under this Agreement do not 
include sales, use, property, excise, value-added, service or other taxes, 
or any penalties or interest related to such taxes, now or hereafter levied 
by any federal, state, local or other taxing authority relating to (a) any 
services rendered by JCI, (b) the Software or their use; (c) the license 
granted hereunder; or (d) this Agreement (collectively, "Taxes").  In 
addition to the payments otherwise due under this Agreement, you shall 
pay all Taxes.  If JCI is required to pay Taxes (except Taxes based on 
JCI's income), JCI shall invoice you for such Taxes, and you shall pay 
such invoice in accordance with Section 4.1 (Fees, Invoicing and 
Payment).  You agree to indemnify JCI for and hold it harmless against 
any out of pocket costs, interest and penalties imposed upon or incurred 
by JCI by reason of your failure to perform your obligations under this 
Agreement.

V. Term and Termination.
5.1 Term.  This Agreement is effective upon the Effective Date and 
shall remain in effect until terminated.
5.2 Termination.
5.2.1 By JCI.  JCI may terminate this Agreement immediately upon 
written notice if you fail to comply with any of the terms and conditions 
of this Agreement including, but not limited to, failing to pay any fees 
or other charges when due.  Termination of this Agreement by JCI 
shall, among other things, constitute termination of all licenses granted 
hereunder.
5.2.2 By You.  You may terminate this Agreement by prior written 
notice to JCI, if JCI fails to perform any material term or condition of 
this Agreement, and does not cure such failure within forty-five (45) 
days after JCI's receipt of written notice from you particularly stating 
the default and your intention to terminate.
5.2.3 Effect of Termination.  Within fifteen (15) days after any 
termination of this Agreement, unless the requirement is waived by JCI, 
you will furnish to JCI a complete form entitled "JCI Licensed Software 
Certificate of Return or Destruction" certifying that through your best 
efforts and to the best of your knowledge, the original and all copies of 
the Software received from JCI or made in connection with such license 
have been returned to JCI or destroyed.  This requirement will apply to 
all copies in any form including translations or compilations or partial 
copies within modifications, derivative works, and updated works, 
whether partial or complete, and whether or not modified or merged 
into other products as authorized herein.  Termination of this 
Agreement shall not limit either party from pursuing any other 
remedies available to it, nor shall termination relieve your obligation to 
pay all fees that have accrued or are otherwise owed by you hereunder.

VI. Limitation Of Remedies And Liability
6.1 Selection and Use of Software.  You accept sole responsibility for 
1) the selection of the Software to achieve your intended results; 2) the 
installation of the Software (except when this is specifically made the 
responsibility of JCI pursuant to a separate written agreement between 
the parties); 3) the use of the Software; 4) the results obtained from 
Software and the use of those results; and 5) lost or damaged data and 
the adoption of procedures and safeguards (e.g., regular data backups) 
to prevent such loss or damage.  You also accept sole responsibility for 
the selection and use of, and results obtained from, any other programs, 
programming, equipment or services used with the Software.  You 
accept sole responsibility for all loss, claim, liability, or damage, and 
related costs and expenses arising directly or indirectly out of or in any 
way related to your own fault or negligence.  This clause shall survive 
the Term of this Agreement.
6.2 CONSEQUENTIAL DAMAGE WAIVER.  IN NO EVENT 
SHALL JCI OR ITS LICENSORS, INCLUDING TRIDIUM, BE 
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, 
SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT 
LIMITATION, ANY DAMAGES ASSOCIATED WITH LOSS OF 
USE, INTERRUPTION OF BUSINESS, LOSS OF DATA OR LOSS 
OF PROFITS).
6.3 LIMITATION ON DAMAGES.  IN NO EVENT SHALL JCI OR 
ITS LICENSORS, INCLUDING TRIDIUM, BE LIABLE FOR ANY 
AMOUNT IN EXCESS OF THE AMOUNTS PAID IN THE SIX (6) 
MONTHS PRIOR TO THE DEFAULT FOR THE SOFTWARE ITEM 
TO WHICH THE DEFAULT RELATES.
6.4 BASIS OF THE AGREEMENT.  THE ABOVE LIMITATIONS 
SHALL APPLY TO ANY CLAIMS OR DAMAGES ARISING OUT 
OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, 
REGARDLESS OF THE FORM OF ACTION, WHETHER IN 
CONTRACT, TORT OR OTHERWISE, EVEN IF JCI HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  You 
acknowledge that JCI has set its prices and entered into this Agreement 
in reliance upon the limitations of damages, waiver of consequential 
damages and disclaimers of warranties and damages set forth in this 
Agreement, and that the same form an essential basis of the bargain 
between you and JCI.  You agree that the limitations, exclusions or 
disclaimers in this Agreement will survive and apply even if the 
exclusive remedies in Sections 3.2 (Exclusive Remedy) and 7.1 
(Infringement Claims) are found to have failed of their essential 
purpose.

VII. Intellectual Property Infringement
7.1 Infringement Claims.  JCI agrees to defend you in a lawsuit or other 
judicial action, and pay the amount of any adverse final judgment (or 
settlement to which JCI consents) from such lawsuit or judicial action, 
asserted by any third party against you that the Software infringes any 
patent, copyright or trademark issued as of the Effective Date and 
enforceable in the United States (each, a "Claim"); provided, that you 
(a) promptly notify JCI in writing of the Claim; (b) give JCI sole 
control over the defense and settlement, if any, of the Claim; (c) 
provide JCI with full cooperation and assistance in the defense of the 
Claim; and (d) fully comply with JCI's direction to cease any Use of the 
potentially infringing Software.  In addition to the obligations set forth 
above, if JCI receives information concerning a Claim, JCI may, at its 
expense and sole discretion, but without obligation to do so, undertake 
further actions such as: (a) procuring for you such patent, copyright or 
trademark right(s) or license(s) as may be necessary to address the 
Claim; or (b) replace or modify the Software to make it non-infringing.  
In the event JCI is, in JCI's sole discretion, unable to procure the right 
to continued Use of the allegedly infringing Software or replace or 
modify the Software to make it non-infringing as set forth above, JCI 
may terminate this Agreement in whole or in part, and the allegedly 
infringing Software shall be promptly returned to JCI.  In such event, 
JCI's sole and maximum liability for such infringement shall be to 
refund to you the amount paid to JCI for such infringing item, less 
depreciation as calculated on a five-year straight-line basis 
commencing with the Effective Date.
7.2 Limitations.  The obligations set forth in this Section VII 
(Intellectual Property Infringement) shall not apply, and JCI shall have 
no obligations with respect to, any Claim or infringement arising out of: 
(a) the use of the Software other than in strict accordance with this 
Agreement and any applicable documentation or instructions supplied 
by JCI; (b) any alteration, modification or revision of the Software not 
performed by JCI; (c) your failure to use or implement Updates made 
available by JCI; (d) your distribution, marketing or Use of the 
Software for the benefit of third parties; (e) the combination of the 
Software with materials not supplied by JCI; or (f) information, 
materials or specifications provided by or on behalf of yourself.  In the 
event that JCI is required to defend a lawsuit or other judicial action 
pursuant to Section 7.1 (Infringement Claims) above and such lawsuit 
or other judicial action includes allegations with respect to non-JCI 
products (including without limitation, Third Party Materials), then you 
shall retain, at your sole expense, separate counsel to defend against 
such allegations, and agree to reimburse JCI for any and all attorney's 
fees and costs incurred by JCI with respect to defending against such 
allegations.  Moreover, JCI and its suppliers shall have no liability for 
any intellectual property infringement claim (including, without 
limitation, any Claim) based on your manufacture, use, sale, offer for 
sale, information or other disposition or promotion of the Software after 
it has received JCI's notice that you should cease Use of such Software 
due to such claim.  You shall indemnify and defend JCI from and 
against all damages, costs and expenses, including reasonable attorneys' 
fees incurred due to your continued Use of the allegedly infringing 
Software after JCI provides such notice.  THE PROVISIONS OF THIS 
SECTION VII (INTELLECTUAL PROPERTY INFRINGEMENT) 
STATE JCI'S ENTIRE LIABILITY AND YOUR SOLE AND 
EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OR 
OTHER ALLEGATION INVOLVING INFRINGEMENT OR 
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

VIII. Protection And Security of Software
8.1 Confidentiality.  You acknowledge that the ideas, methods, 
techniques and expressions thereof contained in the Software or 
disclosed or delivered through the provision of services hereunder 
(collectively, "JCI Confidential Information") constitute confidential 
and proprietary information belonging to JCI, the unauthorized use or 
disclosure of which would be damaging to JCI.  You agree to hold the 
Software and JCI Confidential Information in strictest confidence, 
disclosing same only to your employees (excluding independent 
contractors) who are required to have access in order to perform under 
this Agreement and to use such information only for the purposes 
authorized by this Agreement.  You are responsible for and agree to 
take all reasonable precautions, by instruction, agreement or otherwise, 
to ensure that your employees who are required to have access to such 
information in order to perform under this Agreement, are informed 
that the Software and JCI Confidential Information are confidential 
proprietary information belonging to JCI and to ensure that they make 
no unauthorized use or disclosure of such information.  You may 
disclose said materials if you are required to do so pursuant to a 
governmental agency or court of law so long as you provide JCI with 
written notice of such request prior to such disclosure and cooperate 
with JCI to obtain a protective order.  You acknowledge that the 
Niagara AX Framework contains valuable trade secrets of Tridium and 
you agree to maintain the confidentiality of the Niagara AX Framework 
using at least the same degree of care you use with your own 
confidential information. You acknowledge that upon your breach of 
this confidentiality provision, Tridium shall be entitled to equitable 
relief to protect its interests, including preliminary and permanent 
injunctive relief and you further agree to waive any right or claim to 
which you may be entitled to immunity or exemption from liability.
8.2 Disposal.  Prior to disposing of any media reflecting or on which is 
stored or placed any Software, you shall ensure that such Software 
thereon or therein have been erased or otherwise destroyed.
8.3 Equitable Relief.  You recognize that no remedy at law for damages 
is adequate to fully compensate JCI for the breach of the covenants in 
this Section VIII.  Therefore, JCI shall be entitled to temporary 
injunctive relief against you without the necessity of proving actual 
damages.  Such injunctive relief shall in no way limit any other 
remedies JCI may have as a result of breach by you of the covenants 
contained herein.

IX. Miscellaneous.
9.1 Notices.  Any notices required or permitted to be given hereunder 
by either party to the other shall be given in writing: (1) by personal 
delivery; (2) by electronic facsimile with confirmation sent by United 
States first class registered or certified mail, postage prepaid, return 
receipt requested; (3) by bonded courier or by a nationally recognized 
overnight delivery company; or (4) by United States first class 
registered or certified mail, postage prepaid, return receipt requested.  
In the case of notice sent to JCI, all such notices shall be sent to the 
attention of Johnson Controls, Inc., Attn:  General Counsel - Controls, 
Mail Station M-4, 507 East Michigan Street, Milwaukee, Wisconsin 
53201-0423.  Notices shall be deemed received on the earliest of 
personal delivery, upon delivery by electronic facsimile with 
confirmation from the transmitting machine that the transmission was 
completed, one business day following deposit with a bonded courier or 
overnight delivery company, or three business days following deposit 
in the U.S. Mail as required herein.
9.2 Entire Agreement/Interpretation.  You acknowledge that you have 
read this Agreement and understand it and agree to be bound by its 
terms and conditions.  You further agree that it constitutes the complete 
and exclusive statement of the agreement between JCI and you, and all 
previous representations, discussions, and writings are superseded by 
this Agreement.  This Agreement shall prevail over any additional, 
conflicting or inconsistent terms and conditions which may appear on 
any purchase order or other document furnished by you to JCI or 
otherwise executed by the parties.  This Agreement shall supersede and 
replace any prior Software License Agreements or other agreement 
entered into between you and JCI with respect to the subject matter 
hereof.  In the event of any conflict or inconsistency between the terms 
of the main body of this Agreement and any other ancillary 
documentation, the terms of the main body of this Agreement shall 
control.  No alteration, amendment, or modification of the terms of this 
Agreement shall be valid or effective unless in writing and signed by 
you and JCI.  The section headings contained herein are for 
convenience in reference and are not intended to define or limit the 
scope of any provision of this Agreement.  If any provision of this 
Agreement is found to be invalid or unenforceable by any court, such 
provision shall be ineffective only to the extent that it is in 
contravention of applicable laws without invalidating the remaining 
provisions hereof.  You acknowledge and agree that you desire to 
execute and accept this Agreement electronically in substitution for 
conventional paper-based documents and to assure that such transaction 
is not legally invalid or unenforceable as a result of the use of available 
electronic technologies for the mutual benefit of the parties. You agree 
not to contest the validity or enforceability of this Agreement under the 
provisions of any applicable law.  You agree that this Agreement shall 
be admissible as between the parties to the same extent and under the 
same conditions as other business records originated and maintained in 
documentary form.
9.3 Force Majeure.  Any delays in, or failure to perform, any provision 
of this Agreement (other than for the payment of amounts due 
hereunder) caused by acts, omissions, events, causes or conditions 
beyond the parties' reasonable control (including, without limitation, 
acts of God, third-party nonperformance, failure of or defects and errors 
in third party software or hardware, acts of governmental entities, civil 
disobedience or insurrection, lock-outs, freight embargoes, acts of civil 
or military authorities, terrorists, fires, floods, wars, or riots) shall not 
constitute a breach of this Agreement and shall not give rise to any 
claim for damages, and the time for performance of such provision, if 
any, shall be deemed to be extended for a reasonable period of time at 
least equal to the duration of the conditions preventing performance.
9.4 Waiver.   All waivers under this Agreement shall be in writing and 
be identified in such writing as a waiver to this Agreement in order to 
be effective.  No waiver by a party of any breach of this Agreement or 
waiver of any warranty, representation, or other provision hereunder 
shall be deemed to be a waiver of any other breach, warranty, 
representation, or provision (whether preceding or succeeding, and 
whether or not of the same or similar nature), and no acceptance of 
performance by a party after any breach by the other party shall be 
deemed to be a waiver of any breach of this Agreement or of any 
representation, warranty, or other provision, whether or not the party 
accepting performance knows of such breach at the time of acceptance.  
No failure or delay by a party to exercise any right it may have by 
reason of the default of the other party shall operate as a waiver of 
default or modification of this Agreement or shall prevent the exercise 
of any right of the non-defaulting party under this Agreement.
9.5 Survival.  The expiration or termination of this Agreement for any 
reason will not release either party from any liabilities or obligations set 
forth herein which (a) the parties have expressly stated will survive 
such expiration or termination, (b) remain to be performed, or (c) by 
their nature would be intended to be applicable following such 
expiration or termination..
9.6 Governing Law and Venue. This Agreement shall be construed in 
accordance with the laws of the State of Wisconsin.  The parties agree 
that all actions or proceedings arising in connection with this 
Agreement shall be tried and litigated exclusively in the state or federal 
(if permitted by law and a party elects to file an action in federal court) 
courts located in Milwaukee County, Wisconsin.  This choice of venue 
is intended by the parties to be mandatory and not permissive in nature, 
and to preclude the possibility of litigation between the parties with 
respect to, or arising out of, this Agreement in any jurisdiction other 
than that specified in this Section.  Each party waives any right it may 
have to assert the doctrine of forum non conveniens or similar doctrine 
or to object to venue with respect to any proceeding brought in 
accordance with this Section.  Any action of any kind brought by you 
and arising out of or in any way connected with this Agreement must be 
commenced within one (1) year of the date upon which the cause of 
action accrued.
9.7 Assignment. You may not sublicense, assign or transfer this 
Agreement or the Software.  Any attempt to sublicense, assign or 
transfer any of the rights, duties or obligations hereunder is void.
9.8 Public Announcements.  JCI may use your name in press releases, 
product brochures and financial reports to indicate that you are a 
customer of JCI. Provided that JCI is in substantial compliance with 
this Agreement, you shall provide JCI a client reference and shall 
permit JCI to publish a case study about you, in a form reasonably 
acceptable to you.
9.9 Export Restrictions.  The Software is licensed for Use in the 
specific country authorized by JCI. You may not export the Software to 
another country without JCI's written permission and payment of any 
applicable country specific surcharges. You agree to comply fully with 
all relevant export laws and regulations of the United States and foreign 
nations in which the Software will be used ("Export Laws") to ensure 
that neither the Software nor any direct product thereof are (a) 
exported, directly or indirectly, in violation of any Export Laws; or (b) 
are intended to be used for any purposes prohibited by the Export Laws. 
Without limiting the foregoing, you will not export or re-export the 
Software: (a) to any country to which the United States or European 
Union has embargoed or restricted the export of goods or services or to 
any national of any such country, wherever located, who intends to 
transmit or transport the Software back to such country; (b) to any User 
who you know or have reason to know will utilize the Software in the 
design, development or production of nuclear, chemical or biological 
weapons; or (c) to any User who has been prohibited from participating 
in export transactions by any federal or national agency of the U.S. 
government or European Union.
9.10 U.S. Government Restricted Rights.  The Software is a 
"commercial item" as that term is defined at 48 CFR 2.101 (October 
1995), consisting of "commercial computer software" and "commercial 
computer software documentation", as such terms are used in 48 CFR 
12.212 (September 1995), and is provided to the U.S. Government only 
as a commercial end item. Consistent with 48 CFR 12.212 and 48 CFR 
227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End 
Users acquire the Software with only those rights set forth herein.

-------------------------------------------------------------------

End User License Agreement dated May 16, 2005
(May be updated from time to time by Tridium)

TRIDIUM, INC. ("TRIDIUM") HAS DEVELOPED A STANDARDIZED ARCHITECTURE
AND RELATED SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS.
TRIDIUM IS WILLING TO PROVIDE A LIMITED LICENSE OF THE ARCHITECTURE
AND SOFTWARE (THE "NIAGARA FRAMEWORK") TO YOU ONLY ON THE CONDITION
THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY
BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE
"I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. CLICK ON THE
"DO NOT ACCEPT" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS.
THE NIAGARA FRAMEWORK INITIAL OPERATING PERIOD WILL EXPIRE 14 DAYS
FROM INSTALLATION. THE ACCEPTANCE OF THIS AGREEMENT IS
REQUIRED FOR USE OF THE NIAGARA FRAMEWORK.

1. 	LICENSE GRANTS AND RESTRICTIONS.

1.1 	Niagara AX Framework. Subject to the terms and conditions contained
herein, Tridium hereby grants you a non-transferable, non-exclusive,
limited license to install, use and execute the Niagara AX Framework on a
single server, which is identified by serial number during the
installation process (the "Designated System"), solely for your
internal business use. You may transfer and use the Niagara AX Framework
on a backup computer system you own or lease if, and only for so long
as, the Designated System is (i) inoperative or (ii) unavailable due to
regularly scheduled maintenance.

1.2 	No Other Rights Granted. Apart from the license expressly granted
herein, no license or other right is granted by Tridium to you under
this Agreement, either directly or by implication, estoppel, or
otherwise (including, but not limited to, the right to prepare
derivative works). You shall have no right or access to the source code
of the Niagara AX Framework.

2. 	YOUR RESPONSIBILITIES. YOU SHALL (I) USE ALL COMMERCIALLY REASONABLE
EFFORTS TO ENSURE THAT YOUR EMPLOYEES COMPLY WITH THE TERMS OF THIS
AGREEMENT; (II) NOT MODIFY, DECOMPILE, DISASSEMBLE, DECRYPT, EXTRACT, OR
OTHERWISE REVERSE ENGINEER THE NIAGARA AX FRAMEWORK OR ANY PART THEREOF, OR
ANY APPLICATION ENABLER OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT TO
DO SO OR TAKE ANY ACTION THAT WOULD ASSIST ANY OTHER PERSON OR ENTITY IN
DOING SO AND WILL PROMPTLY NOTIFY TRIDIUM OF ANY INFORMATION THAT ANY
OTHER PERSON OR ENTITY IS OR IS ATTEMPTING TO COPY, REVERSE ENGINEER,
DISASSEMBLE, DECOMPILE, TRANSLATE OR MODIFY THE NIAGARA AX FRAMEWORK; (III)
NOT INSERT, DELETE, REPLACE, CHANGE OR OTHERWISE ALTER ANY FILES IN THE
NIAGARA AX FRAMEWORK OR APPLICATION ENABLER; (IV) NOT MODIFY, CHANGE,
PREPARE DERIVATIVE WORKS OF OR OTHERWISE ALTER ANY BINARY CODE FILES
INCLUDED WITH THE NIAGARA AX FRAMEWORK; (V) NOT LOAN, RENT, LEASE, GIVE,
SUBLICENSE, TRANSFER, PUBLISH, DISCLOSE, DISPLAY, OR OTHERWISE MAKE
AVAILABLE THE NIAGARA AX FRAMEWORK, IN WHOLE OR IN PART, TO ANY OTHER
PERSON OR ENTITY; AND (VI) NOT MODIFY ANY APPLICATION PROGRAMMING INTERFACE,
INCLUDING MODIFYING ANY APPLICATION PROGRAMMING INTERFACE BY CREATING
ADDITIONAL CLASSES WITHIN ANY INTERFACE OR OTHERWISE CAUSING THE ADDITION
TO OR MODIFICATION OF THE CLASSES IN AN INTERFACE.

3. 	TECHNICAL SUPPORT. You may receive technical telephone support only from
employees and subcontractors of Tridium's value-added resellers or systems
integrators who have received certification training and passed a
certification test administered by Tridium (each a "Certified System
Integrator"). Tridium shall have no obligation to provide technical support
to you.

4.	LICENSE FEES. The license fees paid by or for you to Tridium are paid in
consideration of the licenses granted under this Agreement.

5. 	OWNERSHIP AND CONFIDENTIALITY.

5.1 	Ownership by Tridium. Tridium retains all right, title and interest,
in and to the Niagara AX Framework (and any portions thereof). You shall not
have any right, title, or interest to the Niagara AX Framework except as
provided in this Agreement, and further shall secure and protect the Niagara
AX Framework consistent with maintenance of Tridium's proprietary rights
therein. You agree that you shall not contest or challenge, or take any
action inconsistent with or that may damage or impair Tridium's ownership or
rights, and further that you shall not contest or challenge, or take any
action inconsistent with or that may damage or impair the ownership or
intellectual property rights of Tridium's licensors. You shall not use the
Niagara AX Framework except as is expressly authorized in this Agreement.

5.2 	Confidentiality. You acknowledge that the Niagara AX Framework
contains valuable trade secrets of Tridium and you agree to maintain the
confidentiality of the Niagara AX Framework using at least the same degree
of care you use with your own confidential information. You acknowledge that
upon your breach of Sections 5.1 or 5.2, Tridium shall be entitled to
equitable relief to protect its interests, including preliminary and
permanent injunctive relief and you further agree to waive any right or
claim to which you may be entitled to immunity or exemption from liability.

5.3	Third-Party Code.   Additional copyright notices and license terms
applicable to portions of the Niagara AX Framework are set forth in the
readmeLicenses.txt file provided with the Niagara AX Framework.  In addition
to any terms and conditions of any third-party opensource/freeware license
identified in the readmeLicenses.txt file, the disclaimer of warranty and
limitation of liability provisions contained below in paragraph 6 of this
Agreement shall apply to all third party code contained in the Niagara AX
Framework.

6. 	WARRANTIES AND LIMITATIONS.

6.1 	Disclaimer of Software Warranty. TRIDIUM LICENSES THE NIAGARA AX
FRAMEWORK "AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND.
TRIDIUM SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE
FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL
IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS
FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY TRIDIUM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.

6.2 	Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS,
OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES
(INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST
DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR
BREACH OR IN TORT, EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

6.3 	Limitation of Remedies. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL
TRIDIUM'S MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE
NIAGARA AX FRAMEWORK, TO YOU EXCEED THE AMOUNTS PAID TO IT BY YOU PURSUANT
TO THIS AGREEMENT.

7. 	ASSURANCES BY YOU. There can be no assurances whatsoever that control
systems such as the Niagara AX Framework will protect any individual or his
or her property from harm. Appropriate safety precautions must always be
taken when operating or maintaining equipment connected to the Niagara AX
Framework. Tridium assumes no responsibility or liability for any injury or
damage to any persons or property resulting from the use by you of the
Niagara AX Framework. Further, you represent and warrant that you will take
appropriate precautions, establish appropriate procedures and post
appropriate notices to ensure that persons and property are not harmed in
the event of an error, malfunction or unexpected operation of the Tridium
Niagara AX Framework or products.

8.	HIGH RISK APPLICATIONS. Unless Tridium has provided its express written 
consent for each component of the Niagara Framework, you will make reasonable 
business efforts to ensure that it is not used in any application in which the 
failure of the Licensed Materials could lead to death, personal injury or 
severe physical or property damage (collectively, "High-Risk Applications"), 
including but not limited to the operation of nuclear facilities, mass transit 
systems, aircraft navigation or aircraft communication systems, air traffic 
control, weapon systems and direct life support machines. Tridium expressly 
disclaims any express or implied warranty or condition of fitness for 
High-Risk Applications.

9. 	INDEMNIFICATION. You shall indemnify and hold harmless Tridium from and
against all losses, claims, damages or other causes of any nature or kind
whatsoever (including reasonable attorney's fees) arising directly or
indirectly out of third party claims concerning (i) a breach of any of your
obligations, covenants, representations or warranties contained herein; (ii)
your selection of, transactions and/or agreements with any Certified Systems
Integrator; and (iii) the negligence or intentional misconduct of you or
your officers, employees, agents or contractors.

10. 	TERM AND TERMINATION. This Agreement is effective upon your clicking the
"I Accept" button and shall continue until terminated. You may terminate
this Agreement at any time by returning the Niagara AX Framework and all
copies and extracts to Tridium. Tridium may terminate this Agreement upon a
material or continuing breach of this Agreement by you by the giving of 10
days prior written notice of termination, stating the cause therefor, with
termination becoming effective at the close of said 10-day term if the
breach is not then cured to the satisfaction of Tridium.

11. 	GENERAL TERMS.

11.1 	Assignment. You may assign this Agreement or your rights and
obligations under this Agreement to a purchaser of the real property and/or
hardware on which the software is installed, provided (i) you provide the
purchaser with a copy of this Agreement and (ii) the purchaser agrees to
comply with all of the terms and conditions of this Agreement. Tridium may
assign this Agreement without your consent.

11.2 	Export. Software, including technical data, is subject to U.S. export
control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import regulations
in other countries. You agree to comply strictly with all such regulations
and acknowledge that you have the responsibility to obtain such licenses to
export, re-export, or import Niagara AX Framework. The Niagara AX Framework
may not be used, sold, resold, sublicensed, diverted, transferred,
reshipped, or otherwise exported or re-exported: (i) in, into or through any
country designated as a terrorist supporting country by the U.S. government
or any of its agencies; (ii) in, into or through any country which the U.S.
has an embargo or with which the U.S. or any of its agencies maintains
comprehensive trade controls; (iii.) to or by a national or resident of the
countries described in (i) or (ii); or (iv) to or by any party included in
the United States Department of Commerce's Denied Persons List, Entity List
or Unverified List; or the United States Department of the Treasury's
Specially Designated Nationals, Specially Designated Global Terrorists,
Specially Designated Narcotics Traffickers, Specially Designated Narcotic
Traffickers, or Specially Designated Terrorists List; or the United States
Department of State's Designated Foreign Terrorist Organizations or Debarred
Persons List; or is otherwise designated by the U.S. government or any of
its agencies as a party with which it is unlawful to do business.

11.3 	Equitable Relief. You acknowledge that any breach of your obligations
hereunder with respect to the Niagara AX Framework or the confidential
information of Tridium will cause Tridium irreparable injury for which it
has no adequate remedy at law, and therefore that Tridium will be entitled
to seek and obtain equitable relief, including preliminary injunctions and
temporary restraining orders, to prevent any unauthorized use of the Niagara
AX Framework and confidential information, in addition to all other remedies
available to it under this Agreement or other applicable law.

11.4 	Entire Agreement. This Agreement comprises the entire agreement
between the parties relating to its subject matter. This Agreement
supersedes all prior agreements and understandings, written or oral, express
or implied. This Agreement can be amended or modified only by a writing
executed in advance by duly authorized representatives of each of the
parties hereto. In the event any foreign ministry or other governmental
entity or agency makes any changes, deletions or modifications to this
Agreement, holds any provision herein unenforceable or imposes any
conditions or restrictions on either party to this Agreement which affects
its ability to fully perform, Tridium shall have the right to immediately
terminate this Agreement. By clicking the I ACCEPT button, you represent and
warrant that all consents, approval or authorizations of third parties,
foreign ministries or any governmental entities or agencies, required as a
recondition or otherwise necessary for you to enter into and perform its
obligations under this Agreement have been duly obtained.

11.5 	Waiver. A waiver of any breach of default of this Agreement shall not
create a waiver of the term or of any subsequent breach of default.

11.6 	Governing Law; Choice of Venue. The validity of this Agreement and the
rights, obligations and relations of the parties hereunder shall be
construed and determined under and in accordance with the substantive laws
of the Commonwealth of Virginia with respect to claims governed by state law
and the laws of the United States with respect to claims arising under the
laws of the United States, without regard to conflicts of laws principles
and excluding the Convention on Contracts for the International Sale of
Goods. Any action arising from or relating to this Agreement or the conduct
of the parties pursuant hereto shall be commenced and heard solely within a
federal or state court of competent jurisdiction found within the boundaries
of the United States District Court for the Eastern District of Virginia,
Richmond Division, and Tridium and you each consent to personal jurisdiction
and venue in any such court.

11.7 	Severability. Should any term or provision of this Agreement be
finally determined by a court of competent jurisdiction to be void, invalid,
unenforceable or contrary to law or equity, the offending term shall be
modified and limited (or if strictly necessary, deleted) only to the extent
required to conform to the requirements of law and the remainder of this
Agreement (or, as the case may be, the application of such provisions to
other circumstances) shall not be affected thereby but rather shall be
enforced to the greatest extent permitted by law.

11.8 	Government Use. The Niagara AX Framework is provided with restricted
rights. With respect to any acquisition of the Niagara AX Framework by or
for any unit or agency of the U.S. Government ("Government"), the Niagara AX
Framework shall be classified as "Commercial Computer Software," as that
term is defined in the applicable provisions of the Federal Acquisition
Regulation ("FAR") and supplements thereto, including the Department of
Defense ("DoD") FAR Supplement ("DFARS"). If the Niagara AX Framework is
supplied for use by DoD, the Niagara AX Framework is delivered subject to
the terms of this Agreement and either (i) in accordance with DFARS
252.227-7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in
accordance with DFARS 252.227 7013(c)(1)(ii), as applicable. If the Niagara
AX Framework is supplied for use by a federal agency other than DoD, the
Niagara AX Framework is restricted computer software delivered subject to
the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or
(iii) FAR 52.227-14 (ALT III), as applicable.

