Customer Use Rights Agreement

CUSTOMER USE RIGHTS AGREEMENT

This Customer Use Rights Agreement (the "Agreement") is made and entered into as of by and between:

Provider Name:     Provider Address:

Customer Name:     Customer Address:

WHEREAS

WHEREAS, Provider develops and owns rights in certain software, documentation, materials, and services identified in this Agreement and related exhibits (collectively, the "Materials"); and

WHEREAS, Customer desires to obtain, and Provider is willing to grant, a limited right to use the Materials subject to the terms and conditions set forth below.

SCOPE OF WORK AND USE RIGHTS

Provider will provide the Materials and any agreed services described below. Provider hereby grants Customer a non-exclusive, non-transferable, revocable license to use the Materials solely for Customer's internal business purposes in the Territory identified below, subject to the terms of this Agreement.

Territory:     Permitted Users:

PAYMENT TERMS

In consideration for the rights granted herein, Customer shall pay Provider the fees set forth below in accordance with this section. All amounts are stated in U.S. dollars unless otherwise noted.

Late Payment: Payments not received within days after the due date shall incur a late fee equal to per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Provider may terminate immediately upon written notice if Customer breaches any material obligation and fails to cure within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure.

The receiving party shall (i) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors or agents with a need to know and subject to obligations of confidentiality at least as protective as those herein, and (iii) not disclose or use the Confidential Information for its own benefit or the benefit of any third party. Confidentiality obligations survive termination for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

LIMITATIONS ON USE

Customer shall not sublicense, distribute, sell, rent, lease, modify, create derivative works of, reverse engineer, decompile or disassemble the Materials, except to the extent such restrictions are expressly prohibited by applicable law. Customer shall comply with all usage, security, and update requirements provided by Provider in writing.

WARRANTIES, LIMITATION OF LIABILITY

Provider warrants that it has the right to grant the license described in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon delivery if delivered personally, by overnight courier, or three (3) business days after being sent by certified mail.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and referenced addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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