
                      Eaton Corporation
                              
                 END-USER LICENSE AGREEMENT


Revised: June, 2008


IMPORTANT, READ CAREFULLY.  THIS EATON CORPORATION END  USER
LICENSE  AGREEMENT (THE "AGREEMENT") IS A  BINDING  CONTRACT
BETWEEN  YOU,  THE  END-USER  (THE  "LICENSEE")  AND   EATON
CORPORATION ("EATON" OR "LICENSOR").  EXCEPT TO  THE  EXTENT
YOU  ARE BOUND BY A WRITTEN AGREEMENT SIGNED BY BOTH YOU AND
EATON  REGARDING  THE  USE  AND  LICENSE  OF  THIS  SOFTWARE
PRODUCT, BY INSTALLING OR USING THIS SOFTWARE PRODUCT,  YOU,
THE  LICENSEE,  ARE  AGREEING TO  BE  BOUND  BY  THE  TERMS,
CONDITIONS   AND   LIMITATIONS  OF  THIS  AGREEMENT,   WHICH
INCLUDES, BUT IS NOT LIMITED TO, THE SOFTWARE USAGE LICENSE,
THE   DISCLAIMER  OF  WARRANTY  AND  LIMITED  WARRANTY,  AND
LIMITATION OF EATON LIABILITY.

READ  THE  TERMS AND CONDITIONS OF THIS AGREEMENT  CAREFULLY
BEFORE  INSTALLING OR USING THE SOFTWARE.   IF  YOU  DO  NOT
AGREE  TO  THE  TERMS,  CONDITIONS AND LIMITATIONS  OF  THIS
AGREEMENT,  PROMPTLY  DELETE THE  LICENSE  FILE  MEDIA,  THE
ENTIRE  MEDIA  PACKAGE AND SOFTWARE FROM YOUR  COMPUTER  AND
RETURN THE LICENSE FILE DISKETTE(S), THE ENTIRE DISK PACKAGE
AND  ALL OTHER ITEMS (INCLUDING DOCUMENTATION AND PACKAGING)
WITHIN 30 DAYS OF RECEIPT OF THE SOFTWARE TO THE PLACE  FROM
WHICH YOU OBTAINED IT FOR A FULL REFUND.

EACH  EATON LICENSED PRODUCT INCORPORATES ADDITIONAL  TERMS,
CONDITIONS, AND LIMITATIONS THAT ARE IDENTIFIED AS  EXHIBITS
TO  THIS  AGREEMENT (SOME OR ALL OF WHICH ARE  ATTACHED  AND
INCORPORATED   HEREIN).    NOTWITHSTANDING   THE    ATTACHED
EXHIBITS,  LICENSOR  MAY  LICENSE  ADDITIONAL  PRODUCTS   TO
LICENSEE  SUBJECT TO THE ADDITIONAL EXHIBITS, A  LISTING  OF
WHICH IS AS FOLLOWS: "EXHIBIT A" APPLIES TOEATON PRODUCTS.



----------------------------------
1.0  Definitions
----------------------------------


1.1  Documentation.  Documentation means the user guides and
manuals  for  the  installation and  use  of  the  Software,
whether provided in CD-ROM, hard copy, or other form.



1.2   License Fee.  License Fee means the fee paid to  Eaton
for  each  specific  license to  use  the  Software  granted
hereunder as may be identified in an Order Form received and
accepted by Eaton.



1.3   License File.  License File means a component  of  the
Software  that enables one or more other components  of  the
Software and may also specify the location of the Designated
Device  and  the Licensee.  The License File also  specifies
certain limitations on the use of the enabled components  of
the  Software and the purposes for, and extent to, which the
enabled  components of the Software may  be  used.   Certain
components of the Software may be licensed hereunder without
a  License File.  For reference purposes, the components  of
the  Software enabled by a particular License File correlate
to  Eaton  part numbers as may be reflected on  the  License
File or on one or more Order Forms or License Certificate.



1.4   Licensed  Key.  License Key means a  key  provided  to
Licensee by Eaton to enable functionality of the Software.



1.5   Order Form.  Order Form means (i) the document in hard
or electronic copy by which particular Software or Technical
Support Services is ordered by or for Licensee and by  which
Eaton  is  advised of the location of the Designated  Device
and (ii)  any order confirmation that may be issued by Eaton
acknowledging receipt of, or accepting, an order by Licensee
for particular Software or Technical Support Services.



1.6    Software.   Software  means  the  computer   software
programs  for which Licensee is granted a license hereunder,
the  License  Files necessary to enable those programs,  the
Documentation  therefore and, to the extent Licensee  either
purchases  an  Update or is entitled to receive  Updates  in
connection with certain Technical Support Services purchased
pursuant  to  Section  3.2, Updates thereto.   All  computer
programs  are  licensed hereunder in object  code  (machine-
readable)  form only except that certain "toolkit"  software
programs may include limited portions in source code (human-
readable) form.



1.7   Technical  Support (Maintenance) Services.   Technical
Support  (Maintenance) Services means: (i) services provided
to  Licensee under an Support Agreement pursuant to  Eaton's
Support  Services  Policies, Terms and Conditions  ("Support
Services  Policy")  in effect on the date  the  Software  is
delivered  to Licensee or as changed from time  to  time  by
Eaton,  and may include if available for the Eaton  Licensed
Product  (ii) Training Services provided pursuant to Eaton's
Training  policies in effect on the date such  services  are
ordered by or for Licensee.



1.8   Update.   Update means: (a) supplemental programs,  if
and  when  developed  and distributed  by  Eaton,  that  may
contain  bug  fixes  or improved program functions  for  the
Software;  and (b) a subsequent release of the Software,  if
and  when  developed by Eaton, which Eaton  generally  makes
available  for licensees that have an Support Agreement  and
to  which  Licensee is entitled under the  Support  Services
Policy  by  virtue  of having purchased such  services.   An
Update does not include any release, new version, option, or
future product, which Eaton licenses separately.


------------------------------------
2.0  Software License
------------------------------------


2.1    Ownership.   Licensee  owns  the  magnetic  or  other
physical  media  upon which the Software  is  originally  or
subsequently recorded or fixed, but Eaton or Eaton Licensors
retains  all  title, copyright and other proprietary  rights
in,  and ownership of, the Software regardless of the  media
upon  which  the  original or any copy may  be  recorded  or
fixed.   Licensee  does not acquire any rights,  express  or
implied,  other  than  those  expressly  granted   in   this
Agreement.   Eaton grants to Licensee a non-exclusive,  non-
assignable  license to use the Software in conjunction  with
the  operation of Eaton products or other products described
by  Eaton  in the Documentation.  Licensee will use Licensed
Keys  provided per the limitations set forth  in  the  Order
Form  Licensee will not, nor will Licensee suffer or  permit
others  to,  modify,  adapt,  translate,  reverse  engineer,
decompile,  or  disassemble the Software  or  any  component
thereof  (including the Documentation), or create derivative
works  based  on the Software (including the Documentation),
except to the extent such forgoing restriction is prohibited
by applicable law.



2.2   Copy  Restrictions.  Copyright laws and  international
treaties  protect the Software, including the Documentation.
Unauthorized  copying of the Software, the Documentation  or
any part thereof, is expressly prohibited.  Subject to these
restrictions,  Licensee  may make  a  reasonable  number  of
copies  of  the  Software  solely  for  backup  or  archival
purposes,  and  may make a limited number of copies  of  the
Documentation  for  use by Licensee in connection  with  its
authorized  use of the Software.  Licensee will  number  and
account  for  all such copies.  All titles, trademarks,  and
copyright  and  restricted rights notices  included  in  the
Software  and  Documentation  will  be  reproduced  in  such
copies.



2.3   Transfer  and Assignment Restrictions.  Licensee  will
not   voluntarily  sell  or  involuntarily  assign,   lease,
sublicense, encumber, or otherwise transfer its interest  in
this Agreement or in the Software, or Documentation in whole
or  in  part,  or allow any other person (except  Licensee's
bona  fide  employees) or entity, including  any  parent  or
subsidiary  of  Licensee or other subsidiary  of  Licensee's
parent,  to use the Software without the written consent  of
Eaton.   Any  dissolution, merger, consolidation,  or  other
reorganization of Licensee, or the sale or other transfer of
a  controlling percentage of the capital stock  of  Licensee
shall be deemed a voluntary assignment.



2.4   Verification.   At Eaton's written request,  not  more
frequently than annually, Licensee will furnish Eaton with a
signed  certification verifying that the Software  is  being
used  in  accordance with the provisions of this  Agreement.
Eaton  may audit Licensee's use of the Software.   Any  such
audit  will  be conducted during regular business  hours  at
Licensee's  facilities  and will not unreasonably  interfere
with  Licensee's business activities.  If an  audit  reveals
that  Licensee is using Software contrary to the  terms  and
limitations of this License Agreement then Licensee will  be
invoiced   for  additional  license  fees  consistent   with
Licensee's  actual  use of the Software in  accordance  with
Eaton's  then  current price list for the Software  and  the
cost of the audit, which amount will be immediately due  and
payable.  This assessment of additional fees will be without
prejudice to any other remedies Eaton may have for breach of
this  Agreement,  including without  limitation  termination
under Section 3.2.


------------------------------
3.0  Termination
------------------------------

3.1   Termination by Licensee.  Licensee may  terminate  the
license  granted  hereunder at any  time  upon  delivery  of
written  notice  to  Eaton.  Termination  will  not  relieve
Licensee of its obligations specified in Section 3.3 below.



3.2   Termination by Eaton.  This Agreement and the  license
granted   hereunder  automatically  terminates  if  Licensee
breaches any provision of this Agreement including  but  not
limited  to  the failure to pay in full the License  Fee  or
Technical Support (Maintenance) fee when due.



3.3  Effect of Termination.  Immediately upon termination of
this  Agreement  or the license granted hereunder,  Licensee
will  cease  using the Software, will delete  the  Software,
including the License File(s), from its computers  and  will
either  return  to Eaton or destroy the Software,  including
the License File(s), Documentation, packaging and all copies
thereof.   If  Licensee elects to destroy the Software  then
Licensee will certify in writing to Eaton the destruction of
the  Software.  Termination of this Agreement and return  or
destruction of the Software will not limit either party from
pursuing   other   remedies  available  to   it,   including
injunctive   relief,  nor  will  such  termination   relieve
Licensee's obligation to pay all fees and expenses that have
accrued  or  are  otherwise  owed  by  Licensee  under  this
Agreement or any Order Form received and accepted by  Eaton.
The  parties'  rights  and obligations under  the  following
sections of this Agreement will survive termination of  this
Agreement:   Article 1.0, Article 2.1, Section 2.2,  Section
2.3, Section 2.4 Article 3.0, Article 4.0 and Article 5.0.



------------------------------------------------------------
4.0  Infringement, Indemnity and Remedies
------------------------------------------------------------


4.1  Infringement Indemnity.  Subject to the limitations  in
Articles  4  and 5 of this Agreement, Eaton will defend  and
indemnify   Licensee  against  a  third  party   claim   (an
"Indemnified Claim") that the Software infringes any  patent
and/or copyright enforceable in the United States of America
or   misappropriates  any  trade  secret   (as   the   terms
"misappropriation"  and "trade secret" are  defined  in  the
Uniform Trade Secrets Act) protected under the laws  of  any
of  the  United States, provided that: (i) Licensee notifies
Eaton in writing within 30 days of the claim; (ii) Eaton has
sole  control  of  the  defense and all  related  settlement
negotiations;  and (iii) Licensee provides  Eaton  with  the
assistance, information and authority necessary  to  perform
Eaton's   obligations   under   this   Section.    For   any
intellectual  property  claim for which  a  defense  is  not
provided in this Section 4.1, Eaton, in its sole discretion,
may  elect to treat such intellectual property claim  as  an
Indemnified  Claim  as defined in this Section  4.1.   Eaton
will  have no liability for any claim of infringement  based
on use of a superseded or altered release of Software if the
infringement would have been avoided by the use of a current
unaltered  release of the Software which was  obtainable  by
Licensee from Eaton.

Eaton  will  have  no  obligation to any  Licensee  for  any
Indemnified  Claims  relating to  allegations  of  copyright
infringement which arise outside the geographical boundaries
of  the United States, Canada, Japan, or the European  Union
("Included   Jurisdictions"),  or  any  Indemnified   Claims
relating  to  allegations  of trade secret  misappropriation
which  arise  outside  the geographical  boundaries  of  the
United States.

If  the  Software  is  held, or is  believed  by  Eaton,  to
infringe,  then Eaton will have the option, at its  expense,
to:   (i)  modify the Software to be noninfringing; or  (ii)
obtain  for  Licensee  a  license  to  continue  using   the
Software.   If,  in  Eaton's  sole  discretion,  it  is  not
economically or commercially reasonable to perform either of
the  above options then Eaton may terminate the license  for
the  infringing Software and refund to Licensee the  License
Fee paid to Eaton for the infringing Software.  This Section
4.1  states Eaton's entire liability and Licensee's sole and
exclusive  remedy for infringement of intellectual  property
rights.





4.2  Limited Warranties and Disclaimers.

     4.2.1     Limited Media Warranty.  Eaton warrants for a
period  of  ninety  (90)  days  following  delivery  of  the
Software  that the CD-ROMs, diskettes, or other  media  upon
which  the  Software is delivered are free from  defects  in
materials and workmanship under normal use.



      4.2.2      Limited Software Warranty.  Eaton  warrants
for  a period of ninety (90) days following delivery of  the
Software  that  the Software will perform  substantially  in
accordance with the Documentation.



       4.2.3       Limited   Maintenance  Support   Services
Warranty.   Eaton warrants for a period of ninety (90)  days
following  performance of the service that  its  Maintenance
Support Services will be performed consistent with generally
accepted industry standards.



      4.2.4      Exclusive Remedy.  For any  breach  of  the
warranties   contained  in  this  Section  4.0,   Licensee's
exclusive remedy, and Eaton's entire liability will be:



      4.2.4.1    For  Software.  Eaton will use commercially
reasonable  efforts to provide maintenance modifications  or
fixes  with  respect  to  any  such  material  defect  in  a
reasonably  timely manner.  If Eaton is unable to  make  the
Software  operate  as warranted, then Licensee  may,  within
thirty  (30) days after Eaton's failure to cure or  fix  the
defect, elect to terminate the license granted hereunder and
recover  the License Fee paid to Eaton with respect  to  the
defective Software;



       4.2.4.2    For  Maintenance  Support  Services.   The
reperformance  of  the services, or if Eaton  is  unable  to
perform the services as warranted, Licensee will be entitled
to  recover  the  fees paid to Eaton for the  unsatisfactory
service.



      4.2.4.3   For Media.  The replacement of the defective
media  returned within ninety (90) days of delivery  of  the
Software.

4.3   Disclaimer  of All Other Warranties.   NOTWITHSTANDING
ADDITIONAL   WARRANTIES  PROVIDED  PURSUANT  TO   LICENSOR'S
EXHIBITS  AND  AMENDMENTS INCLUDED  HEREIN,  THE  WARRANTIES
ABOVE  IN THIS SECTION 4.2 ARE EXCLUSIVE AND ARE IN LIEU  OF
ALL  OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR  A
PARTICULAR  PURPOSE.   NO  ORAL OR  WRITTEN  INFORMATION  OR
ADVICE  GIVEN BY EATON, ITS DEALERS, DISTRIBUTORS OR  AGENTS
OR  EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY  INCREASE
THE  SCOPE  OF  THE  WARRANTIES GIVEN IN THIS  SECTION,  AND
LICENSEE  MAY  NOT RELY ON ANY SUCH INFORMATION  OR  ADVICE.
This  software  will  work  with  other  manufacturers'  UPS
systems.   Reference will be made to those manufacturers  by
their trade names, trademarks, and models.

Eaton   does  not  warrant  that  the  Software  will   meet
Licensee's  requirements, that the Software will operate  in
combinations  other than as specified in the  Documentation,
that the operation of the Software will be uninterrupted  or
error-free  or  that  Software  errors  will  be  corrected.
Preproduction  releases  (including  Alpha  and  Beta   site
releases) of Software and Technical Support Services related
thereto are distributed "AS IS".


----------------------------------------
5.0  General Provisions
----------------------------------------


5.1  Update Policy.  Eaton may from time to time, but has no
obligation  to, create Updates of the Software or components
thereof.   Subject to the Support Services Policy in  effect
at  the time Licensee orders Technical Support (Maintenance)
Services, Eaton will make such Updates available to Licensee
provided Licensee has entered into a Support Agreement,  and
is  not  in  breach of this Agreement at  the  time  of  the
release of the Update.



5.2  Liability Limitation.  NOTWITHSTANDING ANY PROVISION OF
THIS  AGREEMENT  TO  THE  CONTRARY,  EXCEPT  FOR  LICENSEE'S
VIOLATION  OF  THE  ARTICLE  2.0 OF  EACH  EXHIBIT  ENTITLED
"SOFTWARE  LICENSE AND LIMITATION", IN NO EVENT WILL  EITHER
PARTY,  NOR  ANYONE  ELSE  WHO  HAS  BEEN  INVOLVED  IN  THE
CREATION,  PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING
EATON  LICENSORS,  BE  LIABLE FOR ANY INDIRECT,  INCIDENTAL,
SPECIAL,  PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES  FOR
LOSS  OF  PROFITS, REVENUE, DATA OR USE, INCURRED BY  EITHER
PARTY  OR  ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR  TORT,  EVEN  IF  SUCH  PARTY HAS  BEEN  ADVISED  OF  THE
POSSIBILITY OF SUCH DAMAGES.  EATON'S LIABILITY FOR  DAMAGES
AND  EXPENSES  HEREUNDER OR RELATING HERETO (WHETHER  IN  AN
ACTION  IN  CONTRACT OR TORT) WILL IN NO  EVENT  EXCEED  THE
AMOUNT  OF LICENSE FEES PAID TO EATON WITH RESPECT  TO  THIS
AGREEMENT, AND IF SUCH DAMAGES RESULT FROM LICENSEE'S USE OF
PARTICULAR LICENSE FILES OR TECHNICAL SUPPORT SERVICES  THEN
SUCH LIABILITY WILL BE LIMITED TO LICENSE FEES PAID TO EATON
FOR  THE  RELEVANT SOFTWARE OR SERVICES GIVING RISE  TO  THE
LIABILITY.   BECAUSE  SOME STATES AND JURISDICTIONS  DO  NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, PORTIONS  OF
THE ABOVE, THE LIMITATION MAY NOT APPLY TO YOU.

THE  PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN
EATON AND LICENSEE.  EATON' PRICING REFLECTS THIS ALLOCATION
OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.



5.3   Notices.   All notices required to be  sent  hereunder
will  be  in  writing and will be deemed to have been  given
when mailed by first class mail to the address shown on  the
relevant Order Form (if to Licensee) or to the Eaton address
shown on the relevant Order Form (if to Eaton).



5.4   Severability.  If any provision of this  Agreement  is
held   to   be  invalid  or  unenforceable,  the   remaining
provisions of this Agreement will remain in full force.



5.5   Waiver.  The waiver by either party of any default  or
breach of this Agreement will not constitute a waiver of any
other  or subsequent default or breach.  Except for  actions
for  nonpayment or breach of Eaton's proprietary  rights  in
the Software, no action, regardless of form, arising from or
relating  to  this Agreement may be brought by either  party
more than two years after the cause of action has accrued.



5.6   Entire Agreement.  This Agreement (together  with  any
Exhibit  and  information from the Order Forms  and  License
Files necessary to identify the Software that is the subject
of   this   Agreement   or  further  specific   restrictions
applicable  to  such  Software)  constitutes  the   complete
agreement  between the parties and supersedes all  prior  or
contemporaneous  agreements or representations,  written  or
oral, concerning the subject matter of this Agreement.  This
Agreement may not be modified or amended except in a writing
signed  by  a duly authorized representative of each  party.
No  other  act, document, usage or custom will be deemed  to
amend or modify this Agreement.  It is expressly agreed that
the  terms of this Agreement, the attached Exhibit, and  any
Order  Form issued by Eaton will supersede the terms in  any
Order  Form  or  other  purchasing  document  submitted   by
Licensee;  and  the pre-printed terms of any Licensee  Order
Form  or  other purchasing document are expressly  rejected.
Certain components of the Software may also be subject to  a
paper  or  electronic license agreement delivered by  or  on
behalf  of Eaton concurrently herewith, the terms  of  which
will  be  supplemental hereto to the extent not inconsistent
herewith.   If a copy of this Agreement in a language  other
than English is included with the Software or Documentation,
it  is  included  for convenience and the  English  language
version of this Agreement will control.



5.7   Heirs, Successors, and Assigns.  Each and all  of  the
covenants, terms, provisions and agreements herein contained
will be binding upon and inure to the benefit of the parties
hereto and, to the extent permitted by this Agreement, their
respective  heirs,  legal  representatives,  successors  and
assigns.



5.8   Export Restrictions.  Licensee agrees to comply  fully
with  all relevant export laws and regulations of the United
States  (the  "Export  Laws") to  assure  that  neither  the
Software  nor  any direct product thereof are (I)  exported,
directly or indirectly, in violation of Export Laws; or (ii)
are  intended to be used for any purposes prohibited by  the
Export  Laws.  Without limiting the foregoing Licensee  will
not export or re-export the Software:  (i) to any country to
which  the  U.S. has embargoed or restricted the  export  of
goods  or  services, which currently include,  but  are  not
limited  to Cuba, Iran, Iraq, Libya, North Korea, Sudan  and
Syria,  or  to  any  national of any such country,  wherever
located,  who intends to transmit or transport the  Software
back  to  such  country; (ii) to any end user  who  Licensee
knows or has reason to know will utilize the Software in the
design,  development or production of nuclear,  chemical  or
biological  weapons; or (iii) to any end-user who  has  been
prohibited from participating in U.S. export transactions by
any federal agency of the U.S. government.



5.9   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. Contractor/ manufacturer is Eaton Corporation,  8609
Six Forks Road, Raleigh, North Carolina 27615.



5.10  Third Party Intellectual Property Right Notices.   The
Software  may  contain components that are  owned  by  third
parties  ("Eaton Licensors") and are incorporated  into,  or
embedded  in,  the Software pursuant to license arrangements
between  Eaton  and such third parties.  Use  of  the  Eaton
Licensor components embedded in the Software is subject  to:
(i)  this  Agreement  or (ii) the Eaton Licensors  end  user
license  agreement (EULA) if provided with the  installation
of  the  Software (a copy of which is available  from  Eaton
upon  request).   In  addition,  License  agrees  that   the
embedded components may not be used in any other fashion  or
for  any  other  purpose other than as provided  under  this
Agreement  or  the  EULA.  Copyright and  other  proprietary
rights notices of Eaton and Eaton Licensors are contained in
the  Software,  and  Licensee will not  modify,  delete,  or
obfuscate any such notices.



5.11   Confidentiality.    The   Software,   including   the
Documentation,  the terms and pricing under this  Agreement,
and any other information that may be marked as confidential
is   confidential  and  proprietary  information  of   Eaton
("Confidential Information").  Results of any  benchmark  or
general  performance  or  feature evaluation  tests  on  the
Software  run  by Licensee may not be disclosed  outside  of
Licensee's organization without the prior written consent of
Eaton.   Licensee will hold the Confidential Information  in
strict  confidence  during the term of  this  Agreement  and
until  such Confidential Information falls within the public
domain.  Licensee will take reasonable steps to ensure  that
its  employees  and  agents  also  comply  with  the  strict
confidentiality  obligations  of  this  Section.    Licensee
acknowledges  that  confidential  aspects  of  the  Software
(including any source code) is a trade secret of Eaton,  the
disclosure  of which would cause substantial harm  to  Eaton
that  could not be remedied by the payment of damages alone.
Accordingly,  Eaton  will  be entitled  to  preliminary  and
permanent  injunctive  and other equitable  relief  for  any
breach of this Section 5.11.



5.12 Note on JAVA Support.  The Software may contain support
for  programs written in JAVA.  JAVA technology is not fault
tolerant and is not designed, manufactured, or intended  for
use  or  resale  as  online control equipment  in  hazardous
environments requiring fail-safe performance, such as in the
operation  of  nuclear  facilities, aircraft  navigation  or
communications  systems, air traffic  control,  direct  life
support  machines, or weapons systems, in which the  failure
of  JAVA  technology could lead directly to death,  personal
injury,  or severe physical or environmental damage.   EATON
DISCLAIMS   ALL  DAMAGES  INCLUDING  DIRECT,  INDIRECT   AND
CONSEQUENTIAL  DAMAGES  RELATING  TO  THE  FAILURE  OF   ANY
SOFTWARE INCLUDING JAVA PROGRAMS AND/OR JAVA TECHNOLOGY.



5.13  Eaton.   Through its Eaton Solution Providers  Program
Eaton  may  make  available for licensing  from  independent
third  party  vendors ("Program Vendors")  certain  computer
software products ("Program Products").  Licensing  and  use
of Program Products are subject to the terms and limitations
of  separate  license  agreements  with  each  such  Program
Vendor, which license agreements must be viewed and accepted
prior   to,  or  concurrently  with,  the  down-loading   or
installation  of  the  Program  Product.   Eaton  makes   no
representation  or  warranty with  respect  to  any  Program
Products.



5.14 Governing Law.  This Exhibit and the Agreement will  be
interpreted and enforced in accordance with the laws of  the
State  of Ohio or Pennsylvania, without regard to choice  of
law principles.



5.15  Jurisdiction and Arbitration All disputes,  claims  or
controversies arising out of or relating to this Exhibit  or
the  Agreement  that are not resolved by the  parties'  good
faith attempt to negotiate a resolution will be submitted to
final and binding arbitration before JAMS/Endispute, or  its
successor, in Norfolk County Massachusetts, USA, pursuant to
the  United States Arbitration Act, 9 U.S.C. Sec. 1 et  seq.
The  arbitration  will be conducted in accordance  with  the
provisions of JAMS/Endispute's Streamlined Arbitration Rules
and Procedures in effect at the time of filing of the demand
for   arbitration.    The  parties   will   cooperate   with
JAMS/Endispute  and  each  other  in  selecting   a   single
arbitrator  who  will  be a former  judge  or  justice  with
substantial experiences in resolving business disputes  with
particular   experience  in  resolving  disputes   involving
computer software.  The costs of arbitration will be  shared
equally by the parties.  The provisions of this Section  may
be  enforced  by  any court of competent jurisdiction.   The
arbitrator will not be empowered to award damages in  excess
of,   or   inconsistent  with,  the  liability   limitations
contained  in  this Exhibit or the Agreement;  however,  the
prevailing party will be entitled to an award of all  costs,
fees  and  expenses,  including  expert  witness  fees   and
attorneys  fees,  to  be  paid by  the  party  against  whom
enforcement is ordered .



Eaton Corporation EULA June, 2008

