
                           SOURCE CODE AGREEMENT

                                Version 1.2D

   PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Source Code
   , you accept this Agreement in its entirety and agree to only use the Source
   Code in accordance with the following terms and conditions. If you do not
   wish to be bound by these terms and conditions, do not access or use the
   Source Code.
    1. YOUR REPRESENTATIONS

    1. You represent and warrant that:

    a. If you are an entity, or an individual other than the person accepting
       this Agreement, the person accepting this Agreement on your behalf is
       your  legally authorized representative, duly authorized to accept
       agreements of this type on your behalf and obligate you to comply with
       its provisions;
    b. You have read and fully understand this Agreement in its entirety;
    c. Your Build Materials are either original or do not include any Software
       obtained under a license that conflicts with the obligations contained
       in this Agreement;
    d. To the best of your knowledge, your Build Materials do not infringe or
       misappropriate the rights of any person or entity; and,
    e. You will regularly monitor the Website for any notices.

     DEFINITIONS AND INTERPRETATION
    1. For purposes of this Agreement, certain terms have been defined below
       and elsewhere in this Agreement to encompass meanings that may differ
       from, or be in addition to, the normal connotation of the defined word.

    a. "Additional Code" means Software in source code form which does not
       contain any

    i. of the Source Code, or
   ii. derivative work (such term having the same meaning in this Agreement as
       under U.S. Copyright Law) of the Source Code.

     "AT&T Patent Claims" means those claims of patents (i) owned by AT&T and
   (ii) licensable without restriction or obligation, which, absent a license,
   are necessarily and unavoidably infringed by the use of the functionality of
   the Source Code.

     "Build Materials" means, with reference to a Derived Product, the Patch
   and  Additional  Code, if any, used in the preparation of such Derived
   Product, together with written instructions that describe, in reasonable
   detail, such preparation.

     "Capsule" means a computer file containing the exact same contents as the
   computer  file  having  the name graphviz*.* or gviz*.*, which will be
   downloaded after accepting, or was opened to access, this Agreement.

     "Derived Product" means a Software Product which is a derivative work of
   the Source Code.

     "IPR"  means  all rights protectable under intellectual property law
   anywhere throughout the world, including rights protectable under patent,
   copyright and trade secret laws, but not trademark rights.

     "Patch" means Software for changing all or any portion of the Source Code.

     "Proprietary Notice" means the following statement:

   "This product contains certain software code or other information ("AT&T
   Software") proprietary to AT&T Corp. ("AT&T"). The AT&T Software is provided
   to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T
   SOFTWARE.  AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR
   IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
   THE  IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
   PURPOSE,  WARRANTIES  OF TITLE OR NON-INFRINGEMENT OF ANY INTELLECTUAL
   PROPERTY RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING
   OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR
   FREE" OR WILL MEET YOUR REQUIREMENTS.

   Unless you accept a license to use the AT&T Software, you shall not reverse
   compile, disassemble or otherwise reverse engineer this product to ascertain
   the source code for any AT&T Software.

   © AT&T Corp. All rights reserved. AT&T is a registered trademark of AT&T
   Corp."

     "Software"  means, as the context may require, source or object code
   instructions for controlling the operation of a central processing unit or
   computer, and computer files containing data or text.

     "Software  Product"  means a collection of computer files containing
   Software  in  object code form only, which, taken together, reasonably
   comprise a product, regardless of whether such product is intended for
   internal use or commercial exploitation. A single computer file can comprise
   a Software Product.

     "Source Code" means the Software contained in compressed form in the
   Capsule.

     "Website"    means    the    Internet   website   having   the   URL
   [1]http://www.research.att.com/sw/tools/graphviz.  AT&T may change the
   content or URL of the Website, or remove it from the Internet altogether.

     By way of clarification only, the terms Capsule, Proprietary Notice and
   Source  Code  when used in this Agreement shall mean the materials and
   information  defined  by  such  terms without any change, enhancement,
   amendment, alteration or modification (collectively, "change").

     GRANT OF RIGHTS
    1. Subject to third party intellectual property claims, if any, and the
       terms and conditions of this Agreement, AT&T grants to you under:

    a. the AT&T Patent Claims and AT&T's copyright rights in the Source Code, a
       non-exclusive, fully paid-up license to:

    i. Reproduce and distribute the Capsule;
   ii. Display, perform, use, and compile the Source Code and execute the
       resultant binary Software on a computer;
   iii. Prepare a Derived Product solely by compiling Additional Code, if any,
       together with the code resulting from operating a Patch on the Source
       Code; and,
   iv. Execute on a computer and distribute to others Derived Products,

   except that, with respect to the AT&T Patent Claims
   , the license rights granted in clauses (iii) and (iv) above shall only
   extend,  and be limited, to that portion of a Derived Product which is
   Software compiled from some portion of the Source Code; and,

     AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up
   license to prepare and distribute Patches for the Source Code.

     Subject to the terms and conditions of this Agreement, you may create a
   hyperlink between an Internet website owned and controlled by you and the
   Website, which hyperlink describes in a fair and good faith manner where the
   Capsule and Source Code may be obtained, provided that, you do not frame the
   Website  or  otherwise  give the false impression that AT&T is somehow
   associated  with,  or otherwise endorses or sponsors your website. Any
   goodwill associated with such hyperlink shall inure to the sole benefit of
   AT&T. Other than the creation of such hyperlink, nothing in this Agreement
   shall be construed as conferring upon you any right to use any reference to
   AT&T, its trade names, trademarks, service marks or any other indicia of
   origin owned by AT&T, or to indicate that your products or services are in
   any way sponsored, approved or endorsed by, or affiliated with, AT&T.

     Except as expressly set forth in Section 3.1 above, no other rights or
   licenses under any of AT&T’s IPR are granted or, by implication, estoppel or
   otherwise, conferred. By way of example only, no rights or licenses under
   any of AT&T's patents are granted or, by implication, estoppel or otherwise,
   conferred with respect to any portion of a Derived Product which is not
   Software compiled from some portion, without change, of the Source Code. 

     YOUR OBLIGATIONS
    1. If you distribute Build Materials (including if you are required to do
       so pursuant to this Agreement), you shall ensure that the recipient
       enters into and duly accepts an agreement with you which includes the
       minimum terms set forth in [2]Appendix A (completed to indicate you as
       the LICENSOR) and no other provisions which, in AT&T's opinion, conflict
       with your obligations under, or the intent of, this Agreement. The
       agreement required under this Section 4.1 may be in electronic form and
       may be distributed with the Build Materials in a form such that the
       recipient  accepts  the agreement by using or installing the Build
       Materials. If any Additional Code contained in your Build Materials
       includes Software you obtained under license, the agreement shall also
       include complete details concerning the license and any restrictions or
       obligations associated with such Software.
    2. If you prepare a Patch which you distribute to anyone else you shall:

    a. Contact  AT&T, as may be provided on the Website or in a text file
       included with the Source Code, and describe for AT&T such Patch and
       provide AT&T with a copy of such Patch as directed by AT&T; or,
    b. Where you make your Patch generally available on your Internet website,
       you shall provide AT&T with the URL of your website and hereby grant to
       AT&T a non-exclusive, fully-paid up right to create a hyperlink between
       your website and a page associated with the Website.

     If you prepare a Derived Product, such product shall conspicuously display
   to users, and any corresponding documentation and license agreement shall
   include as a provision, the Proprietary Notice. 

     YOUR GRANT OF RIGHTS TO AT&T
    1. You grant to AT&T under any IPR owned or licensable by you which in any
       way relates to your Patches, a non-exclusive, perpetual, worldwide,
       fully paid-up, unrestricted, irrevocable license, along with the right
       to sublicense others, to (a) make, have made, use, offer to sell, sell
       and import any products, services or any combination of products or
       services, and (b) reproduce, distribute, prepare derivative works based
       on, perform, display and transmit your Patches in any media whether now
       known or in the future developed.

     AS IS CLAUSE / LIMITATION OF LIABILITY
    1. The Source Code and Capsule are provided to you "AS IS". YOU ASSUME
       TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THEM INCLUDING THE RISK OF
       ANY DEFECTS OR INACCURACIES THEREIN. AT&T DOES NOT MAKE, AND EXPRESSLY
       DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER,
       INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
       OR  FITNESS  FOR  A  PARTICULAR  PURPOSE,  WARRANTIES  OF TITLE OR
       NON-INFRINGEMENT OF ANY IPR OR TRADEMARK RIGHTS, ANY WARRANTIES ARISING
       BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY
       WARRANTY THAT THE SOURCE CODE OR CAPSULE ARE "ERROR FREE" OR WILL MEET
       YOUR REQUIREMENTS.
    2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL,
       OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
       PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE
       LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOURCE CODE OR
       CAPSULE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN
       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE
       TO  ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SOURCE CODE OR
       CAPSULE, OR (c) ANY CLAIM BY ANY THIRD PARTY.
    3. BECAUSE  SOME  STATES  DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
       LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS
       MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW
       THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES
       AS SET FORTH IN THIS AGREEMENT, AT&T’S LIABILITY IS LIMITED TO THE
       GREATEST EXTENT PERMITTED BY LAW.

     INDEMNIFICATION
    1. You  shall  indemnify  and  hold harmless AT&T, its affiliates and
       authorized representatives against any claims, suits or proceedings
       asserted or commenced by any third party and arising out of, or relating
       to,  your  use  of  the Source Code. This obligation shall include
       indemnifying against all damages, losses, costs and expenses (including
       attorneys’  fees)  incurred by AT&T, its affiliates and authorized
       representatives as a result of any such claims, suits or proceedings,
       including any costs or expenses incurred in defending against any such
       claims, suits, or proceedings.

     GENERAL
    1. You  shall  not  assert against AT&T, its affiliates or authorized
       representatives any claim for infringement or misappropriation of any
       IPR  or  trademark  rights in any way relating to the Source Code,
       including any such claims relating to any Patches.
    2. In the event that any provision of this Agreement is deemed illegal or
       unenforceable, AT&T may, but is not obligated to, post on the Website a
       new version of this Agreement which, in AT&T's opinion, reasonably
       preserves the intent of this Agreement.
    3. Your rights and license (but not any of your obligations) under this
       Agreement shall terminate automatically in the event that (a) notice of
       a non-frivolous claim by a third party relating to the Source Code or
       Capsule is posted on the Website, (b) you have knowledge of any such
       claim, (c) any of your representations or warranties in Article 1.0 or
       Section 8.4 are false or inaccurate, (d) you exceed the rights and
       license  granted  to  you or (e) you fail to fully comply with any
       provision  of  this  Agreement. Nothing in this provision shall be
       construed to restrict you, at your option and subject to applicable law,
       from replacing the portion of the Source Code that is the subject of a
       claim by a third party with non-infringing code or from independently
       negotiating for necessary rights from the third party.
    4. You acknowledge that the Source Code and Capsule may be subject to U.S.
       export laws and regulations, and, accordingly, you hereby assure AT&T
       that you will not, directly or indirectly, violate any applicable U.S.
       laws and regulations.
    5. Without limiting any of AT&T’s rights under this Agreement or at law or
       in equity, or otherwise expanding the scope of the license and rights
       granted hereunder, if you fail to perform any of your obligations under
       this Agreement with respect to any of your Patches or Derived Products,
       or if you do any act which exceeds the scope of the license and rights
       granted herein, then such Patches, Derived Products and acts are not
       licensed or otherwise authorized under this Agreement and such failure
       shall also be deemed a breach of this Agreement. In addition to all
       other relief available to it for any breach of your obligations under
       this Agreement, AT&T shall be entitled to an injunction requiring you to
       perform such obligations.
    6. This Agreement shall be governed by and construed in accordance with the
       laws of the State of New York, USA, without regard to its conflicts of
       law rules. This Agreement shall be fairly interpreted in accordance with
       its terms and without any strict construction in favor of or against
       either AT&T or you. Any suit or proceeding you bring relating to this
       Agreement shall be brought and prosecuted only in New York, New York,
       USA.

Appendix A - Minimum Terms

   LICENSOR: ______________

  LICENSE AGREEMENT

   This License Agreement (the "Agreement") provides the terms and conditions
   pursuant to which you ("LICENSEE") are granted by LICENSOR a non-exclusive
   license to exploit the Build Materials (as defined below). PLEASE READ THIS
   AGREEMENT CAREFULLY.

    ARTICLE 1.0 - REPRESENTATIONS

   1.1. LICENSEE represents and warrants that:
   (a)  If  LICENSEE is an entity, or an individual other than the person
   accepting this Agreement, the person accepting this Agreement on LICENSEE's
   behalf is a legally authorized representative, duly authorized to accept
   agreements of this type on LICENSEE's behalf and obligate LICENSEE to comply
   with its provisions;
   (b) LICENSEE has read and fully understand this Agreement in its entirety;
   and,
   (c) LICENSEE's Build Materials are either original or do not include any
   Software  obtained under a license that conflicts with the obligations
   contained in this Agreement;

    ARTICLE 2.0 - DEFINITIONS

   2.1. "AT&T Source Code Agreement" means the agreement available at the
   Internet website having the URL
   http://www.research.att.com/sw/tools/graphviz/license/source.html,  or
   accessed by opening the computer file having the name LICENSE.txt, if such
   file is furnished to LICENSEE.

   2.2. "AT&T Source Code Release" means the computer files owned by AT&T which
   can  be  obtained under license at the Internet website having the URL
   http://www.research.att.com/sw/tools/graphviz, or by opening the computer
   file named graphviz-*.* or gviz*.* containing the source code if such file
   is furnished to LICENSEE.

   2.3. "Build Materials" means the compilation script, Patch files and other
   source code files, if any, furnished by LICENSOR to LICENSEE pursuant to
   this Agreement. THE BUILD MATERIALS INCLUDE SOFTWARE OR OTHER INFORMATION
   PROPRIETARY  TO AT&T. LICENSEE'S EXERCISE OF ONE OR MORE OF THE RIGHTS
   GRANTED IN SECTION 3.1 OF THIS AGREEMENT WITHOUT
   (a) FIRST ENTERING INTO THE AT&T SOURCE CODE AGREEMENT, AND
   (b)  ABIDING BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT MAY (AND IF
   LICENSEE HAS USED ANY PATCH, LICENSEE WILL) INFRINGE OR MISAPPROPRIATE IPR
   OWNED OR CONTROLLED BY AT&T.

   2.4. "IPR" means all rights protectable under intellectual property law
   anywhere throughout the world, including rights protectable under patent,
   copyright and trade secret laws, but not trademark rights.

   2.5. "Patch" means Software for changing all or any portions of any Software
   contained in the AT&T Source Code Release.

   2.6. "Software" means any source or object code instructions for controlling
   the operation of a central processing unit or computer, or computer files
   containing data or text.

    ARTICLE 3.0 - GRANT OF RIGHTS TO LICENSEE

   3.1. Subject to the terms and conditions of this Agreement, LICENSOR grants
   to LICENSEE under any IPR owned or licensable by LICENSOR which relates to
   the Build Materials, a non-exclusive license, with the right to sublicense
   others, to
   (a) make, have made, use, sell and import, any products or services; and
   (b) reproduce, distribute, perform and display all or any portion of the
   Build Materials, and prepare derivative works based on the Build Materials
   and reproduce, distribute, perform and display such derivative works.

    ARTICLE 4.0 - LICENSEE'S DISTRIBUTION OBLIGATIONS

   4.1.  If  LICENSEE  distributes any products licensed pursuant to this
   Agreement or source code required pursuant to Section 4.2(b), LICENSEE shall
   ensure that the recipient enters into and duly accepts a written agreement
   with LICENSEE which includes the minimum terms set forth in this Agreement
   and no other provisions which conflict with the obligations under, or the
   intent of, this Agreement.

    ARTICLE 5.0 - AS IS CLAUSE / LIMITATION OF LIABILITY

   5.1. The Build Materials contain certain software or other information
   ("AT&T Software") proprietary to AT&T. The AT&T Software is provided to
   LICENSEE "AS IS". LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF
   THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS
   OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
   THE  IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
   PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY IPR or TRADEMARK
   RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR
   COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR
   FREE" OR WILL MEET LICENSEE'S REQUIREMENTS.

   5.2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL,
   OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
   PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE
   LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE AT&T SOFTWARE, EVEN
   IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE
   POSSIBILITY  OF  SUCH  DAMAGES,  (a) ANY CLAIM ATTRIBUTABLE TO ERRORS,
   OMISSIONS, OR OTHER INACCURACIES IN THE AT&T SOFTWARE, OR (c) ANY CLAIM BY
   ANY THIRD PARTY.

   5.3.  BECAUSE  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
   LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY
   NOT  APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE
   COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET
   FORTH IN THIS AGREEMENT, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT
   PERMITTED BY LAW.

    ARTICLE 6.0 - GENERAL

   6.1.  LICENSEE  shall not assert against AT&T or any of its affiliated
   companies any claim for infringement or misappropriation of any IPR or
   trademark rights in any way relating to the AT&T Source Code Release.

   6.2. LICENSEE'S rights and license (but not any of LICENSEE'S obligations)
   under this Agreement shall terminate automatically in the event that (a) any
   of LICENSEE'S representations or warranties in Article 1.0 are false or
   inaccurate, (b) LICENSEE exceed the rights and license granted to LICENSEE
   or (c) LICENSEE fails to fully comply with any provision of this Agreement.

   6.3. AT&T shall be entitled, in its own name and without joining LICENSOR as
   a party, to enforce against LICENSEE in an action for breach of contract,
   any provision of this Agreement which protects, limits the liability of, or
   otherwise benefits AT&T. In addition to all other relief available to AT&T
   in  any such action, AT&T shall be entitled to an injunction requiring
   LICENSEE to comply with any such provision.

   6.4. This Agreement shall be governed by and construed in accordance with
   the laws of the State of New York, USA, without regard to its conflicts of
   law rules. This Agreement shall be fairly interpreted in accordance with its
   terms and without any strict construction in favor of or against either
   party. Any suit or proceeding relating to this Agreement shall be brought
   and prosecuted only in New York, New York, USA.

   END OF MINIMUM TERMS

References

   1. http://www.research.att.com/sw/tools/graphviz
   2. http://www.research.att.com/sw/tools/graphviz/license/minterms.html
