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Updating user contributions to MCL 3.0



I am sure everyone would like to see the 100MB+ of user contributed MCL
code updated for inclusion in the MCL 3.0 CD.  So here is an
offer/incentive to all those who have made contributions to the MCL ftp
site and the MCL CD.

Digitool will grant you beta stage use of MCL 3.0, if you commit to
updating and re-posting your MCL-related contributions on ftp.digitool.com
within two weeks of the distribution of MCL 3.0 beta (sometime in April,
1995).  In addition we ask that you follow some helpful contribution
guidelines that will make it easier for users of the MCL CD to benefit from
your work.

In some cases the work may entail updating the associated README file to
reflect a new address or contact information.  In others it may be an
opportunity to upload a more recent version of your project, but in all
cases, it is an opportunity to test your contributions with MCL 3.0 and to
help us iron out all the bugs before final release.

Digitool would certainly appreciate your participating in this effort, as I
am sure so would the MCL community.

If you have a contribution on the MCL ftp site and you would like to take
us up on our beta seeding offer, please sign a hard copy of the Beta
Seeding Agreement below and fax it to Digitool at +1 617 576-7680.
Digitool reserves the right to determine the validity of a beta seeding
request.

Thank you for your continued support of MCL and for working with us in
making MCL 3.0 an even greater product.


Hazem Sayed

Digitool, Inc.
______________________________________________________________________________
                       One Main Street   7th Floor   Cambridge, MA 02142   USA
                           Internet: hsayed@digitool.com   AppleLink: digitool
                                      World Wide Web: http://www.digitool.com/
                                         Tel: 617 441-5000   Fax: 617 576-7680



++++++++++++++++++++++++++++++ BEGINNING OF FORM ++++++++++++++++++++++++++++++

                                 DIGITOOL, INC.

                Prototype License and Confidentiality Agreement
                    for Macintosh Common Lisp Beta Seeding


This Prototype License and Confidentiality Agreement (the "Prototype
Agreement") is entered into and is effective as of ________________,1995
(the "Effective Date") by and between Digitool, Inc., One Main Street,
Cambridge, MA 02142 ("Digitool") and ________________________ ("Licensee").

1.      PROTOTYPE LICENSE GRANT.  Subject to Licensee's compliance with the
terms and conditions of this Prototype Agreement, Digitool hereby grants to
Licensee a nonexclusive, nontransferable right and license to use certain
Digitool pre-release software and documentation identified by the Digitool
project code name MCL 3.0 beta, and related Digitool products and
information (collectively the "Prototype") but only for the limited
purposes set forth in this Section 1.  Licensee agrees not to use the
Prototype for any purpose other than: (i) the testing of the Prototype, and
(if applicable) (ii) the development by Licensee of a product, which is
designed to operate in combination with Digitool-labelled products.
Licensee agrees to test the Prototype diligently and to complete and return
promptly progress and error reports supplied by Digitool.  LICENSEE AGREES
NOT TO USE MCL 3.0 BETA AFTER JULY 1, 1995.

2.      STORAGE OF THE PROTOTYPE.  Licensee agrees to restrict access to
the Prototype so that only those employees and contractors entitled to view
such Prototype under the terms of Section 4 below may see or use the
Prototype.  Licensee may make only as many copies of Prototype software and
documentation as are reasonably necessary to effectuate the permitted uses
of the Prototype listed in Section 1.  Licensee must preserve any
proprietary rights notices on the Prototype and must place all such notices
on any copies made.

3.      DEFINITION OF CONFIDENTIAL INFORMATION.  Licensee agrees that the
Prototype and any information concerning the Prototype, including its
nature and existence, and any other information disclosed by Digitool to
Licensee, including but not limited to information learned by Licensee from
Digitool employees, agents or through inspection of Digitool's property,
that relates to Digitool's products, designs, business plans, business
opportunities, finances, research, development, know-how, personnel, or
third-party confidential information disclosed to Licensee by Digitool, and
the existence, terms and conditions of this Prototype Agreement will be
considered and referred to collectively in this Agreement as "Confidential
Information."  Confidential Information, however, does not include
information that:  1) is now or subsequently becomes generally available to
the public through no fault or breach on the part of Licensee; 2) Licensee
can demonstrate to have had rightfully in its possession prior to
disclosure to Licensee by Digitool; 3) is independently developed by
Licensee without the use of any Confidential Information; or 4) Licensee
rightfully obtains from a third party who has the right to transfer or
disclose it.  All Confidential Information remains the sole property of
Digitool, Licensee has no implied licenses or other rights in the
Confidential Information not specifically granted in Section 1.

4.      NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.  Licensee
will not disclose, publish, or disseminate Confidential Information to
anyone other than those of its employees and contractors with a
demonstrable need to know who have binding, written, confidentiality
obligations to Licensee that protect such Confidential Information against
unauthorized disclosure.   Licensee agrees not to decompile, reverse
engineer, disassemble or otherwise reduce the Prototype to a
human-perceivable form, and Licensee will not modify, network, rent, lease,
or loan the Prototype in whole or in part.  Licensee further agrees to take
reasonable precautions to prevent any unauthorized use, disclosure,
publication, or dissemination of Confidential Information.  Licensee agrees
to accept Confidential Information for the sole purpose of effecting the
permitted uses of the Prototype as set forth in Section 1 above.

5.      VERIFICATION OF COMPLIANCE.  Licensee agrees that authorized
Digitool representatives may, upon at least 24 hours written notice,
inspect the Prototype Site, the Prototype and copies of other Confidential
Information during Licensee's normal business hours in order to verify that
Licensee is complying with its obligations under this Prototype Agreement.

6.      NO WARRANTY.  The Confidential Information, including the
Prototype, is provided "AS IS," and without any warranty, whether express
or implied, as to their performance, accuracy or completeness.  Licensee
expressly acknowledges and agrees that any research or development that it
performs with respect to the Prototype is done entirely at Licensee's own
risk.

7.      EQUITABLE RELIEF.  Licensee hereby acknowledges that unauthorized
disclosure or use of Confidential Information could cause irreparable harm
and significant injury to Digitool that  may be difficult to ascertain.
Accordingly, Licensee agrees that Digitool will have the right to obtain
immediate injunctive relief to enforce obligations under this Agreement in
addition to any other rights and remedies it may have.

8.      NO EXPORT.  Licensee certifies that no Confidential Information,
nor any portion thereof, will be exported to any country in violation of
the United States Export Administration Act and regulations thereunder, or
any other applicable export control laws or regulations.

9.      TERM AND TERMINATION.  This Prototype Agreement will continue in
effect until terminated in accordance with this Section.  Licensee may
terminate this Prototype Agreement at any time, for any reason, but only by
returning to Digitool: (1) the Prototype and all extant copies of other
Confidential Information on any tangible medium, and (2) a written
certification by an authorized representative of Licensee that all tangible
copies of the Prototype and any other Confidential Information have been
returned to Digitool or completely destroyed and that all electronic
memories have been purged of any Confidential Information.  Digitool may
terminate this Prototype Agreement at any time, with or without cause,
immediately upon written notice to Licensee.  Within 7 days of Licensee's
receipt of Digitool's termination notice, or earlier if requested by
Digitool, Licensee will return the Prototype and all other Confidential
Information as provided in this Section.  All obligations of Licensee under
this Agreement will continue to bind Licensee until Licensee has fully
complied with the foregoing requirements of this Section concerning the
return of Digitool materials.  Following termination of this Prototype
Agreement for any reason, the provisions of Sections 3-13, inclusive will
continue to bind the parties.

10.     DISCLAIMER OF LIABILITY.  DIGITOOL WILL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT
(INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, THAT STEM FROM ANY USE OF
THE PROTOTYPE AND/OR OTHER CONFIDENTIAL INFORMATION OR DIGITOOL'S
PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.

11.     NO WAIVER OR ASSIGNMENT.  No delay or failure to take action under
this Prototype Agreement will constitute a waiver unless expressly waived
in writing, signed by a duly authorized representative of Digitool, and no
single waiver will constitute a continuing or subsequent waiver.  This
Prototype Agreement will bind Licensee's successors but may not be
assigned, in whole or part, by Licensee without the written approval of an
authorized representative of Digitool.

12.     ENTIRE AGREEMENT.  This Prototype Agreement constitutes the entire
agreement with respect to the Confidential Information disclosed herein and
supersedes all prior or contemporaneous oral or written agreements
concerning such Confidential Information.  This Prototype Agreement may not
be amended except by the written agreement signed by authorized
representatives of both parties.

13.     GOVERNING LAW.  This Prototype Agreement will be governed by and
construed in accordance with the laws of the State of Massachusetts, as
applied to agreements entered into and to be performed entirely within
Massachusetts between Massachusetts residents.  In the event of litigation
or arbitration, the prevailing party will be entitled to attorneys fees and
costs of suit.


This Prototype Agreement is entered into on behalf of the parties by their
duly authorized representatives.


DIGITOOL, INC.                          LICENSEE

SIGNATURE:________________________      SIGNATURE:_________________________

PRINTED NAME:_____________________      PRINTED NAME:______________________

TITLE:____________________________      TITLE:_____________________________

                                        ADDRESS:___________________________

                                                ___________________________

                                                ___________________________




PROTOTYPE LICENSEE SITE DESIGNEE


Printed Name:_____________________

Title:____________________________

Telephone:________________________

e-mail:___________________________

List of Licensee's contributions that will be updated on MCL ftp site:_____

___________________________________________________________________________


This designated person will be responsible for:

*   Receiving "Addressee Only" Prototype materials
*   Site Inspection contact

Note:  Digitool recommends one and ONLY one person at any site have these
responsibilities.  Ideally this person would oversee all compliance factors
related to this agreement.



++++++++++++++++++++++++ PLEASE FAX TO 1-617-576-7680 ++++++++++++++++++++++++