	VMWARE, INC. 
SOFTWARE BETA TEST AGREEMENT

Notice to User: 
This Software Beta Test Agreement is a CONTRACT between you (either an
individual or a single entity) and VMware, Inc. (VMware), which covers your use
of the VMware beta software product that accompanies this Software Beta Test
Agreement  and related software components, which may include associated media,
printed materials, and "online" or electronic documentation. All such software
and materials are referred to herein as the "Beta Software." 

If you do not agree to the terms of this Software Beta Test Agreement, then
click the "No" button and do not install or use the Beta Software.  By
downloading, accessing or otherwise using the Beta Software, you are
acknowledging and agreeing to be bound by the following terms:

1.	DEFINITIONS.  

(a)  "Beta Software" shall mean the beta version of VMware's software for
Windows or Linux host systems, which is known as  "Workstation 3.0" or any
successor name to be designated by VMware, in object form only, and the media
and Documentation provided by VMware to Licensee and for which Licensee is
granted a use license pursuant to this Agreement.

(b)  "Documentation" shall mean the printed or online written reference
material furnished to Licensee in conjunction with the Beta Software,
including, without limitation, instructions, beta testing guidelines, and end
user guides.

(c)  "Intellectual Property Rights" shall mean all intellectual
property rights, including, without limitation, patent, copyright, trademark,
and trade secret.

(d)  "Updates" shall mean a modification, error correction, bug fix, new
release, or other update to or for the Beta Software.

2.	LICENSE GRANT, USE AND OWNERSHIP

(a)  Limited License.  Subject to the terms and conditions of this Agreement,
VMware grants to Licensee a non-exclusive, non-transferable license (without
the right to sublicense) (i) to use the Beta Software in accordance with the
Documentation solely for purposes of internal testing and evaluation, (ii) to
use the Documentation provided with the Beta Software in support of Licensee's
authorized use of the Beta Software, and (iii) to copy Beta Software for
archival or backup purposes, provided that all titles and trademarks,
copyright, and restricted rights notices are reproduced on such copies.  

(b)  Evaluation Feedback. The purpose of this limited license is the testing
and evaluation of the Beta Software and Documentation.  In furtherance of this
purpose, Licensee shall provide feedback to VMware concerning the functionality
and performance of the Beta Software from time to time as reasonably requested
by VMware, including, without limitation, identifying potential errors and
improvements.  Such feedback will be in a manner convenient to Licensee and
will be subject to reasonable availability of Licensee's personnel.
Notwithstanding the foregoing, prior to Licensee disclosing to VMware any
information in connection with this Agreement which Licensee considers
proprietary or confidential, Licensee shall obtain VMware's prior written
approval to disclose such information to VMware, and without such prior written
approval from VMware, Licensee shall not disclose any such information to
VMware.  Feedback and other information which is provided by Licensee to VMware
in connection with the Beta Software or this Agreement may be used by VMware to
improve or enhance its products and, accordingly, VMware shall have a
non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and
license to use, reproduce, disclose, sublicense, distribute, modify, and
otherwise exploit such feedback and information without restriction. 

(c)  Restrictions.  Licensee shall not copy or use the Beta Software (including
the Documentation) except as expressly permitted in this Agreement.  Licensee
will not, and will not permit any third party to, sublicense, rent, copy,
modify, create derivative works of, translate, reverse engineer, decompile,
disassemble, or otherwise reduce to human perceivable form any portion of the
Beta Software or accompanying Documentation.  In no event shall Licensee use
the Beta Software for Licensee's product development or any other commercial
purpose.  The Beta Software and all performance data and test results,
including without limitation, benchmark test results (collectively "Performance
Data"),  relating to the Beta Software are the Confidential Information of
VMware, and will be treated in accordance with the terms of Section 4 of this
Agreement.  Accordingly, Licensee shall not publish or disclose to any third
party any Performance Data relating to the Beta Software.     

(d)  Ownership.  VMware shall own and retain all right, title and interest in
and to the Intellectual Property Rights in the Beta Software and any derivative
works thereof, subject only to the limited license expressly set forth in
Section 2(a) hereof.  Licensee does not acquire any other rights, express or
implied, in the Beta Software.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE
RESERVED TO VMWARE. 

(e)  No Support Services.  VMware is under no obligation to support the
Beta Software in any way or to provide any Updates to Licensee.  In the event
VMware, in its sole discretion, supplies any Update to Licensee, such Update
shall be deemed Beta Software hereunder and shall be subject to the terms and
conditions of this Agreement.

(f)  Third-Party Software.  The Beta Software enables a Server to run
multiple instances of third-party guest operating systems and application
programs.  Licensee acknowledges that Licensee is responsible for obtaining any
licenses necessary to operate any such third-party software, including guest
operating systems.


3. TERM AND TERMINATION.  Licensee's rights with respect to the Beta Software
will terminate upon the earlier of (a) the initial commercial release by VMware
of a generally available version of the Beta Software or (b) automatic
expiration of the Beta Software based on the system date.  Either party may
terminate this Agreement at any time for any reason or no reason by providing
the other party advance written notice thereof.  Upon any expiration or
termination of this Agreement, the rights and licenses granted to Licensee
under this Agreement shall immediately terminate, and Licensee shall
immediately cease using, and will return to VMware (or, at VMware's request,
destroy), the Beta Software, Documentation, and all other tangible items in
Licensee's possession or control that are proprietary to or contain
Confidential Information.  The rights and obligations of the parties set forth
in Sections 2(b) 2(c), 2(d), 2(e), 2(f), 3, 4, 5, 6 and 7 shall survive
termination or expiration of this Agreement for any reason.

4.	CONFIDENTIALITY.  "Confidential Information" shall mean all trade
secrets, know-how, inventions, techniques, processes, algorithms, software
programs, hardware, schematics, and software source documents relating to the
Beta Software, and other information provided by VMware, whether disclosed
orally, in writing, or by examination or inspection, other than information
which Licensee can demonstrate (i) was already known to Licensee, other than
under an obligation of confidentiality, at the time of disclosure; (ii) was
generally available in the public domain at the time of disclosure to Licensee;
(iii) became generally available in the public domain after disclosure other
than through any act or omission of Licensee; (iv) was subsequently lawfully
disclosed to Licensee by a third party without any obligation of
confidentiality; or (v) was independently developed by Licensee without use of
or reference to any information or materials disclosed by VMware or its
suppliers.  Confidential Information shall include without limitation the Beta
Software, Documentation, Performance Data, and any Updates.  Licensee shall not
use any Confidential Information for any purpose other than as expressly
authorized under this Agreement.  In no event shall Licensee use the Beta
Software or any Confidential Information to develop, manufacture, market, sell,
or distribute any product or service.  Licensee shall limit dissemination of
Confidential Information to its employees who have a need to know such
Confidential Information for purposes expressly authorized under this
Agreement.  In no event shall Licensee disclose any Confidential Information to
any third party. Without limiting the foregoing, Licensee shall use at least
the same degree of care that it uses to prevent the disclosure of its own
confidential information of like importance, but in no event less than
reasonable care, to prevent the disclosure of Confidential Information.

5.	LIMITATION OF LIABILITY.  IT IS UNDERSTOOD THAT THE BETA SOFTWARE IS
PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES.  ACCORDINGLY, THE
TOTAL LIABILITY OF VMWARE AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED $100.  IN NO EVENT SHALL VMWARE OR ITS SUPPLIERS
HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, EVEN IF VMWARE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

6.	WARRANTY DISCLAIMER.  IT IS UNDERSTOOD THAT THE BETA SOFTWARE,
DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED
EVALUATION ONLY.  THE BETA SOFTWARE, THE DOCUMENTATION, AND ANY UPDATES ARE
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE.  VMWARE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.  Licensee acknowledges that VMware has not publicly
announced the availability of the Beta Software, that VMware has not promised
or guaranteed to Licensee that such Beta Software will be announced or made
available to anyone in the future, that VMware has no express or implied
obligation to Licensee to announce or introduce the Beta Software, and that
VMware may not introduce a product similar or compatible with the Beta
Software. Accordingly, Licensee acknowledges that any research or development
that it performs regarding the Beta Software or any product associated with the
Beta Software is done entirely at Recipient's own risk

7.	OTHER PROVISIONS

(a)  Governing Law.  This Agreement, and all disputes arising out of or related
thereto, shall be governed by and construed under the laws of the State of
California without reference to conflict of laws principles.  All such disputes
shall be subject to the exclusive jurisdiction of the state and federal courts
located in Santa Clara County, California, and the parties agree and submit to
the personal and exclusive jurisdiction and venue of these courts.

(b)  Assignment.  Licensee shall not assign this Agreement or any rights or
obligations hereunder, directly or indirectly, by operation of law, merger,
acquisition of stock or assets, or otherwise, without the prior written consent
of VMware.  Subject to the foregoing, this Agreement shall inure to the benefit
of and be binding upon the parties and their respective successors and
permitted assigns.  (c)  Export Regulations.  Licensee understands that VMware
is subject to regulation by the U.S. government and its agencies, which
prohibit export or diversion of certain technical products and information to
certain countries and individuals.  Licensee warrants that it will comply in
all respects with all export and re-export restrictions applicable to the
technology and documentation provided hereunder.  (d)  Modification.  This is
the entire agreement between the parties relating to the subject matter hereof
and all other terms are rejected.  No waiver or modification of this Agreement
shall be valid unless in writing signed by each party.  The waiver of a breach
of any term hereof shall in no way be construed as a waiver of any term or
other breach hereof.  If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law the remaining provisions of this
Agreement shall remain in full force and effect.

8. 	CONTACT INFORMATION.  If you have any questions about this Software
Beta Test Agreement, or if you want to contact VMware for any reason, please
direct all correspondence to: VMware, Inc., 3145 Porter Drive, Building F, Palo
Alto, CA 94304, United States of America or email info@vmware.com.

VMware is a trademark of VMware, Inc.


	
Workstation Beta Software Agreement 06.01	1		7/30/2001

991102-1

