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This Master Software License Agreement (Agreement) is made as of ______, 200_ (the Effective Date), between ______________, with headquarters at ___________________ (XXX) and the Customer listed below. This Agreement sets forth the terms and conditions under which the parties agree that Customer may, pursuant to one or more separately executed Addendums, (i) obtain licenses to use XXXs proprietary software and related user documentation listed on the relevant Addendums, and (ii) purchase services listed on the relevant Addendums. This Agreement includes the attached Terms and Conditions and all Addendums and attachments that reference this Agreement, and contains, among other things, warranty disclaimers, liability limitations and use limitations. By signing below, the parties agree to be bound by the terms and conditions of this Agreement. Any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original. Customer: By: Name: Title: XXX, Inc.: By: Name: Title:

Customer: Address:

Contact: Phone: Fax: E-Mail:

TERMS AND CONDITIONS 1. DEFINITIONS described in Exhibit A, and approved by XXX for use in connection with the Software. 1.4 Installation Services means the services, as further defined and set forth in Exhibit B, which Customer will purchase hereunder. 1.5 Order means a written purchase order from Customer and to XXX, together with the corresponding Addendum A, for Software, and/or Services to be licensed or provided under this Agreement. 1.6 Intellectual Property Rights means patent rights (including patent applications and disclosures), copyrights, trade secrets, database rights, know-how

1.1 Software means XXXs proprietary software products in object code form and related user documentation specified in an Order executed by the parties pursuant to this Agreement, including any error corrections and updates thereto provided by XXX to Customer under this Agreement. 1.2 Deployment Sites mean the Customer site(s), as described in detail in Exhibit A, to where the Software will be delivered by XXX and used by Customer. 1.3 Designated Equipment means the equipment to be furnished by Customer at Customers expense,

and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.7 Services means the maintenance and support, Installation Services, and training services provided under this Agreement. 2. GRANT OF RIGHTS

2.1 Grant of License. Subject to the terms and conditions of this Agreement, XXX grants to Customer, under XXXs Intellectual Property Rights, a nonexclusive, nonsublicensable, nontransferable (except in accordance with Section 13.1 below) perpetual license, to install standalone Software (not embedded on Hardware prior to delivery) on Hardware or Designated Equipment, as applicable, for which it was intended, as specified in the Documentation or Addendum A; and (c) use the Software in accordance with any use restrictions specified or referenced in Addendum A (including, but not limited to, Port limitations, concurrent user license limits and geographic-specific specifications. 2.2 .Copies. Customer will not duplicate, reproduce or copy the Software or Documentation except as authorized herein. Customer may make one (1) copy of the Software and Documentation for back-up purposes, provided that any such copies will include XXXs copyright and any other proprietary notices. Any copies of the Software or Documentation made by Customer will be the exclusive property of XXX. 2.3 License Restrictions. The license granted herein is granted solely to Customer, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Customer. The license granted herein does not authorize Customer (nor may Customer allow any third party) to: (a) copy, distribute, reproduce, use or allow third party access to the Software except as expressly authorized under this Agreement; (b) decompile, disassemble, reverse engineer, translate, convert or apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any trade secret information or process contained in the Software; (c) modify, incorporate into or with other software, or create a derivative work of any part of the Software; (d) use, access or allow access to the Software in any manner to provide service bureau, time-sharing or other computer services to third parties; (f) disclose the results of any benchmarking of the Software, or use such results for its own competing software development activities, without

the prior written consent of XXX; or (g) attempt to circumvent any user limits or other license, timing or use restrictions that are built in to the Software. Customer is hereby notified that the Software may contain time-out devices, counter devices, and/or other devices intended to ensure the limits of a particular license will not be exceeded (Limiting Devices). If the Software does contain Limiting Devices, XXX shall ensure that Customer receives any keys or other materials necessary to use the Software to the limits of Customers license. 2.4 Limited Rights. Customers rights in the Software will be limited to those expressly granted in this Agreement. XXX reserves all rights and licenses in and to the Software not expressly granted to Customer under this Agreement. 2.5 Designated Equipment. Customer must provide XXX with at least thirty (30) days written notice of any changes to the Designated Equipment including, without limitation, model or operating system changes. If such changes are not compatible with the Software, then the parties will mutually agree on a solution or plan to remedy such compatibility issue; unless otherwise expressly agreed in writing by XXX, Customer will be responsible for any additional costs and expenses to remedy such compatibility issues with the Designated Equipment. 2.6 Deployment Sites. Customer may, at its option, make any changes deemed necessary to the Deployment Sites set forth in Exhibit A, provided that Customer provides XXX with at least thirty (30) days prior written notice of any changes which may adversely affect the operation of the Software. In the event such changes adversely affect the operation of the Software, XXX agrees to provide additional Installation Service for a fee to be mutually agreed upon. 3. OWNERSHIP

3.1 Software. XXX and its licensors presently own and will continue to own all right, title, and interest in and to the Software and all worldwide Intellectual Property Rights therein. Customer will not delete or in any manner alter or obscure the copyright, trademark, and other proprietary rights notices of XXX and its licensors appearing on the Software as delivered to Customer. Customer will reproduce such notices on all copies it makes of the Software. XXX will own all worldwide right, title and interest in and to any software developed by XXX and in any software tools, specifications, ideas, concepts, know-

how, processes, and techniques used by XXX in performing enhancements to the Software and providing implementation services as requested and specified by Customer, including all worldwide Intellectual Property Rights therein. Customer shall provide XXX with access to Customers facilities, at reasonable times and upon reasonable notice, to verify Customers compliance with the terms of this Agreement. The Software is licensed and not sold. 4. SERVICES

4.1 Maintenance and Support Services. XXX will perform the maintenance and support services in accordance with XXXs standard Software Maintenance Program. XXX may modify its Software Maintenance Program upon written notice to Customer, provided, however, that in no event may XXX make any modifications to its Software Maintenance Program that would materially reduce the level of maintenance and support services that XXX provides to Customer hereunder during the then-current term for which Customer has paid maintenance and support fees. 4.2 Term of Maintenance and Support Services . XXX will provide maintenance and support services for a period of twelve (12) months from the date of receipt by Customer of the Software and for additional twelve (12) month periods thereafter, provided that Customer pays XXXs then-current annual maintenance and support service fees in accordance with the terms of Section 6.1 below. Customer will purchase maintenance and support for all Software during the first twelve (12) months from the date of delivery of the Software. By notifying the other in writing at least ninety (90) days prior to the expiration of any such annual maintenance and support period, either party may elect to terminate maintenance and support services for the Software. If Customer elects to purchase maintenance and support, Customer must purchase maintenance and support services with respect to all of the Software. Reinstatement of lapsed maintenance and support services is subject to payment by Customer of XXXs reinstatement fees in effect on the date Customer reorders maintenance and support services. 4.3 Exclusions to Maintenance and Support Service. XXX shall have no obligation of any kind to provide maintenance and support services for problems in the operation or performance of the Software caused by any of the following (each, Customer-Generated Error): (a) non-XXX software or hardware products; (b) Customers failure to properly maintain

Customers site and equipment on which the Software is installed or accessed; or (c) alterations to Customers site or equipment made by Customer or a third party after XXXs completion of Installation Services pursuant to Section 4.4 below. If XXX determines that it is necessary to perform maintenance and support services for a problem caused by a Customer-Generated Error, XXX will notify Customer thereof as soon as XXX is aware of such Customer-Generated Error and, upon Customers approval, XXX will have the right to perform such services and invoice Customer at XXXs then-current published time and materials rates for all such maintenance and support services performed by XXX. 4.4 Installation Services. XXX will perform the Installation Services for the installation fees, if any, specified in Exhibit B, to install the Software on the Designated Equipment at Customers site or as otherwise set forth in Exhibit B . Customer will be solely responsible for completing all tasks that are reasonably required to prepare Customers site and equipment for the performance of such Services by XXX. 4.5 Training Services. Customer agrees to obtain, at its expense, and XXX agrees to provide, the training, if any, specified in the applicable Addendum A. 4.6 Consulting and Other Services. Customer agrees to purchase the professional services, if any, as specified in the applicable Addendum A. From time to time, at Customers reasonable request and subject to availability of XXXs personnel, XXX will provide to Customer at XXXs then current consulting rates additional consulting services with respect to the Software, subject to terms and conditions for professional services to be mutually agreed by the parties. 4.7 Customer Security Procedures. XXX personnel who perform Services at Customers site will comply with Customers reasonable security procedures, provided that Customer furnishes XXX with such procedures in writing prior to the date any XXX personnel begin performing such Services. 5. ORDERING AND DELIVERY

5.1 Ordering. Customer will license Software and purchase Services by issuing a written Order to XXX, accompanied by a completed Addendum A (substantially in the form attached hereto for the initial Order), signed by an authorized Customer

representative, indicating specific products, quantity, price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. All Orders are subject to approval and acceptance by an authorized XXX representative. XXX will use commercially reasonable efforts to provide information regarding acceptance or rejection of Orders within ten (10) days from receipt thereof. Each such Addendum A must reference this Agreement, must be in the form provided by XXX, and must be signed by both parties. No Addendum A will be deemed accepted by XXX unless and until XXX accepts such Addendum A in writing. Any terms and conditions of any orders or acknowledgements that are inconsistent with or in addition to the terms and conditions of this Agreement and an executed Addendum A will not apply. 5.2 Delivery. All Software licensed for installation at Customers site will be shipped FOB XXXs site or made available to Customer by FTP download. With respect to delivery by FTP download, the Software shall be deemed delivered to Customer upon the provision to Customer of an FTP download link for the Software and accompanying password and ID. Notice of availability for download shall include, without limitation, email notices to a Customer designated contact or other Customer representatives. 6. FEES AND PAYMENT TERMS

6.2 Travel and Incidental Expenses. Customer will reimburse XXX for any reasonable out-of-pocket expenses incurred by XXX in connection with performing any Services at Customer's site. 6.3 Taxes. All amounts payable under this Agreement are exclusive of all sales, use, valueadded, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on XXX's net income. Customer will promptly reimburse XXX for any and all taxes or duties that XXX may be required to pay in connection with this Agreement or its performance. This provision does not apply to any taxes for which Customer is exempt, provided Customer has furnished XXX with a valid tax exemption certificate authorized by the appropriate taxing authority. 7. WARRANTY AND DISCLAIMER

6.1 License and Service Fees. In consideration for the rights granted and the Services provided hereunder, Customer shall pay XXX the total fees and expenses for all Software and Services specified in an executed Addendum A within thirty (30) days after the date of XXXs invoice for such licenses and Services. If an executed Addendum A contains different payment terms, those terms shall apply. Unless otherwise specified in the applicable Addendum A, Customer will pay all amounts due under this Agreement in U.S. currency. Except as provided in Sections 7.1 and 8.2, all fees and other amounts paid by Customer under this Agreement are non-refundable. Unless expressly set forth to the contrary in the applicable executed Addendum A, payment obligations are not contingent upon the delivery of any services by XXX. All past due amounts will incur interest at a rate equal to the lower of 1.0% per month or the highest rate permitted by law, beginning as of ten (10) days after the applicable due date.

7.1 Limited Warranty. XXX warrants to Customer that for a period of ninety (90) days following delivery of the Software to Customer that: (a) if applicable, the media on which the Software is furnished shall be free from defects in materials and workmanship under normal use; and (b) the Software will perform substantially in conformance with the published user documentation. XXX does not warrant that the Software will meet all of Customers requirements or that the use of the Software will be uninterrupted or error-free. The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified or altered by Customer or any third party; (ii) Software that is otherwise operated in violation of this Agreement or other than in accordance with the published user documentation; or (iii) failures which are caused by other software or hardware products. As Customers sole and exclusive remedy and XXXs entire liability for any breach of the foregoing warranty, XXX will, at its sole option and expense, promptly repair or replace any medium or Software which fails to meet this limited warranty or, if XXX is unable to repair or replace the medium or the Software, refund to Customer the applicable license fees paid upon return, if applicable, of the nonconforming item to XXX. 7.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, ALL EXPRESS OR IMPLIED CONDITIONS, TERMS, REPRESENTATIONS, AND


8.1 Infringement Indemnity. XXX will defend any action brought against Customer to the extent that it is based upon a claim that the Software, as provided by XXX to Customer under this Agreement and used within the scope of this Agreement, infringes any copyright, U.S. patent or any patent issued by a member state of the EU, or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Customer or agreed upon by XXX in settlement, provided that Customer: (a) promptly notifies XXX in writing of the claim; (b) grants XXX sole control of the defense and settlement of the claim; and (c) provides XXX with all assistance, information and authority required for the defense and settlement of the claim. XXX will not reimburse Customer for any expenses incurred without the prior written approval of XXX. Customer may engage counsel of its choice at its own expense. 8.2 Injunctions. If Customer's use of any of the Software hereunder is, or in XXX's opinion is likely to be, enjoined due to the type of infringement specified in Section 8.1 above, XXX may, at its sole option and expense: (a) procure for Customer the right to continue using such Software under the terms of this Agreement; (b) replace or modify such Software so that it is non-infringing and substantially equivalent in function to the enjoined Software; or (c) if options (a) and (b) above cannot be accomplished despite XXX's reasonable efforts, then XXX may terminate Customer's rights and XXX's obligations hereunder with respect to such Software and refund to Customer the unamortized portion of the license fees paid hereunder, based upon a straight-line five (5) year depreciation commencing as of the date of delivery to Customer of such Software. 8.3 Exclusions. Notwithstanding the terms of Section 8.1, XXX will have no liability for any

infringement claim of any kind to the extent it results from: (a) modification of the Software made other than by XXX; (b) the combination, operation or use of any Software supplied hereunder with equipment, devices or software not supplied by XXX to the extent such a claim would have been avoided if the Software were not used in such combination; (c) failure of Customer to use updated or modified Software provided by XXX to avoid infringement; or (d) compliance by XXX with designs, plans or specifications furnished by or on behalf of Customer. Customer shall defend and hold XXX harmless against any expense, judgment or loss for alleged infringement of any patents or copyrights or misappropriation of trade secrets which result from XXX's compliance with Customers designs, specifications or instructions. 8.4 Sole Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 8 SET FORTH XXXS SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMERS SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 9. LIMITATION OF LIABILITY


OF DATA OR INTERRUPTION OF USE (EXCEPT AS EXPRESSLY PROVIDED FOR IN THE HOSTING SCHEDULE). NOTHING IN THIS AGREEMENT SHALL LIMIT A PARTYS LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY A PARTYS NEGLIGENCE. 10. CONFIDENTIALITY 10.1 Definition. "Confidential Information" means: (a) the Software; (b) the terms and conditions of this Agreement; and (c) any business, pricing or technical information of XXX and Customer, including but not limited to any information relating to XXX's or Customer's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is marked or otherwise identified as confidential or proprietary, or that the receiving party knows or should know is confidential or proprietary. 10.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) is properly known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by employees or consultants of the receiving party who did not have access to the disclosing partys Confidential Information; (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party. 10.3 Use and Disclosure Restrictions During the term of this Agreement, and for a period of three (3) years after any termination of this Agreement, each party will not use the other party's Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, each party may disclose Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to legal or

financial advisors; or (c) pursuant to a registration report or exhibits thereto filed or to be filed with the Securities and Exchange Commission, listing agency or any state securities commission, or any other associated filings. Either party may provide a copy of this Agreement or disclose its details in connection with any financing transaction or due diligence inquiry, but only if the recipient agrees to keep this Agreement confidential. 11. TERM AND TERMINATION 11.1 Term. This Agreement will begin on the Effective Date and will remain in effect thereafter unless terminated earlier in accordance with the terms of this Agreement. The term of each Software license granted by Customer hereunder will begin upon the date the applicable Addendum A is executed and will remain in effect thereafter until Customer discontinues use of such Software or until terminated earlier by either party in accordance with the terms of this Agreement. 11.2 Termination for Breach. Each party will have the right to terminate this Agreement and any Software license granted hereunder if the other party breaches any material term of this Agreement, including but not limited to nonpayment, and fails to cure such breach within thirty (30) days (ten (10) days in the case of nonpayment) after written notice thereof. 11.3 Automatic Termination. This Agreement, including the Software licenses, will terminate automatically if Customer: (a) becomes the subject of any voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (b) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 11.4 Effect of Termination. Upon any termination of this Agreement or of any individual Software license granted hereunder, Customer will promptly return to XXX or, at XXX's request, destroy, the applicable Software and XXX Confidential Information in its possession or control and all copies and portions thereof, in all forms and types of media, and provide XXX with an officer's written certification, certifying to Customer's compliance with the foregoing. Upon any termination of this Agreement, XXX will

promptly return to Customer or, at Customer's request, destroy, any Customer Confidential Information in its possession or control and all copies and portions thereof, in all forms and types of media, and provide Customer with an officer's written certification, certifying to XXX's compliance with the foregoing. 11.5 Nonexclusive Remedy. Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. 11.6 Survival. The rights and obligations of the parties contained in Sections 2.3, 2.4, 3, 6, 7, 8, 9, 10, 11 and 13 and any obligations to make payments of fees accrued or due hereunder prior to termination, will survive the termination of this Agreement or of any individual Software license. 11.7 Remedies. Each party acknowledges that its breach of Sections 2.3 or 10 would cause irreparable harm to the other party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which such other party may be legally entitled, such other party shall have the right to obtain immediate injunctive relief in the event of a breach of such sections. 12. EXPORT REGULATIONS Without minimizing the scope of the license granted in this Agreement, in the event Customer downloads, accesses or uses the Software in any location outside the United States, Customer hereby agrees it will comply with all applicable United States and foreign export laws and regulations. 13. MISCELLANEOUS 13.1 Assignment. This Agreement and the rights hereunder are not transferable or assignable by Customer (and any attempted assignment will be void) without the prior written consent of XXX, except to a person or entity who acquires all or substantially all of the assets or business of Customer, whether by sale, merger or otherwise. XXX may assign or transfer this Agreement without Customers consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.2 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and

signed by the parties duly authorized representatives. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. 13.3 Governing Law; Forum. This Agreement shall be governed by the laws of the State of ________ and the United States, without reference to conflict of laws principles and without reference to UCITA (the Uniform Computer Information Transactions Act) as it may be enacted in the applicable jurisdiction. Unless otherwise elected by XXX in writing for a particular instance (which XXX may do at its option), the sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state and federal courts having within their jurisdiction the location of XXXs headquarters. Both parties consent to the jurisdiction of such courts with respect to any such actions. 13.4 Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing. Notice shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by facsimile followed by written confirmation; (b) one (1) day (two (2) days for international addresses) after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified United States mail. Notice shall be sent to the address for each party set forth on the first page of this Agreement, or at such other address as shall be given by either party to the other in writing. Notices to XXX shall be addressed to the attention of: Chief Financial Officer. 13.5 Independent Contractors. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 13.6 Government Users. If Customer is an agency, department, or other entity of the United States Government (Government), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (Software and documentation), is restricted in accordance with Federal Acquisition Regulation (FAR) 12.212 for civilian agencies and Defense Federal Acquisition

Regulation Supplement (DFARS) 227.7202 for military agencies. The Software and documentation is commercial computer software and commercial computer software documentation. The use of the Software and documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto. 13.7 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. 13.8 Force Majeure. Except for Customers obligations to pay XXX hereunder, neither party shall be liable to the other party for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action. 13.9Attorneys Fees. In the event any action is brought to enforce any provision of this Agreement or to declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney's fees, incurred thereby. For purposes of this

section only, "prevailing party" shall mean the party that prevails on a majority of causes of action in such dispute. 13.10 Precedence. In the event of a conflict between the terms of different parts of this Agreement, the following order of priority shall apply: first, the relevant Addenda; second, the Exhibits; and third, the Agreement. 13.11 Entire Agreement. This Agreement, including all Addenda, Exhibits, and referenced documents, contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. 13.12 Basis of Bargain. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. END