Kofax Image Products Inc IPO Investment Prospectus S-1A

10.21 Software Evaluation License Agreement

This SOFTWARE EVALUATION LICENSE AGREEMENT ("Agreement") is made and entered into as of , 20___ (the "Effective Date") by and between Company, a corporation with principal offices at , and ("Vendor").

1. License. Vendor grants to Company a non-exclusive license to use Vendor's software and documentation entitled (the "Software") for the purpose of evaluating the suitability of the Software to meet Company's requirements (the "Evaluation License"). Company acknowledges that the Evaluation License grants to Company the right to use the Software for a period beginning on and ending on .

2. No Further Obligations. In no event shall Company have any obligation to enter into any subsequent license agreement with Vendor regarding any software product.

3. Warranties. Vendor hereby represents and warrants the following:

(a) that it has and will have all rights, titles, licenses, permissions and approvals necessary to perform its obligations hereunder and to grant Company the rights granted herein;

(b) that it has taken reasonable steps to test the Software for Viruses (as defined below), and the Software does not and will not contain any "viruses", "worms", "time bombs", "time locks", "drop dead devices", "traps" or "trap door" devices (collectively, "Viruses") designed to: (i) disrupt, disable, harm, or otherwise impede the operation of the Software; (ii) permit access by Vendor or any third party to cause such disablement or impairment; or (iii) cause the Software to malfunction or corrupt or damage Company's data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Company; and

(c) that the Software and its use by Company does not and will not infringe, violate or in any manner contravene or breach any patent, copyright, trademark, license or other property or proprietary right or constitute the unauthorized use or misappropriation of a trade secret of any third party.

Vendor, at its expense, hereby agrees to indemnify and hold harmless Company, its subsidiaries and affiliates and their respective officers, directors, employees and agents, and defend any action brought against Company or any such person with respect to any claim, demand, cause of action, cost, loss, damage, expense (including reasonable attorneys' fees) or liability, as incurred, arising from or based on a breach of the foregoing representation and warranty. Vendor's indemnification obligations hereunder shall survive expiration or termination of this Agreement.

4. Limitation of Liability. EXCEPT FOR VENDOR'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER VENDOR OR COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST REVENUES, REGARDLESS OF WHETHER SUCH PARTY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF COMPANY HEREUNDER SHALL NOT EXCEED THE GREATER OF: (i) THE AMOUNT OF FEES PAID BY COMPANY FOR THE SOFTWARE; AND (ii) DOLLARS (U.S. $ ).

5. No Publicity. Vendor agrees that it will not directly or indirectly, without the prior written consent of Company's Corporate Relations Department, issue a press release related to Company or any affiliate or use for the purposes of advertising, promotion, or publicity, or otherwise, the name of Company or any of its divisions, subsidiaries or affiliates, or any trademarks, trade names, service marks, symbols or any abbreviation thereof, of Company or of any of its divisions, subsidiaries or affiliates. Furthermore, Vendor agrees not to disclose the existence or nature of the relationship contemplated by this Agreement.

6. Governing Law. The 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 hereby submit and consent to the exclusive jurisdiction of any state or federal court located within , and agree that all actions or proceedings relating to the Agreement shall be litigated in such courts, and each of the parties waives any objection which it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in such court.

7. Notices. Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed delivered to a party: (i) when delivered by hand or nationally recognized overnight courier; or (ii) six (6) days after the date of mailing if mailed by United States certified mail, return receipt requested, postage prepaid, in each case to the address of such party set forth below (or at such other address as the party may from time to specify by notice delivered in the foregoing manner):

If to Vendor: As set forth in the signature page hereof.

If to Company: Company

With One Copy to: Company

8. Amendment. This Agreement may be amended or supplemented only by means of a physical writing manually signed by the parties. No terms and conditions contained in any "click-wrap" license or similar electronic notification shall be of force or effect, nor shall any terms and conditions contained in any order form, invoice or similar transactional document issued by Vendor be deemed to amend or supplement this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be effective as of the Effective Date.

ADDRESS FOR NOTICES TO VENDOR

Notices Shall Be Sent To:

With A Copy To: