Legal ULA Agreement

USER LICENSE AGREEMENT (ULA)

This User License Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Licensor Name: (entity type: Corporation LLC Individual ), principal place of business at , and Licensee Name: (entity type: Corporation LLC Individual ), principal place of business at .

RECITALS

WHEREAS, Licensor develops, owns and controls certain proprietary software, documentation and related materials described in Schedule A attached hereto (the "Licensed Materials");

WHEREAS, Licensee desires to obtain and Licensor is willing to grant a limited license to use the Licensed Materials strictly in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Licensed Materials.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Materials" means the software, object code, source code (if specifically licensed), related documentation, specifications and updates described in Schedule A and any updates or modifications provided under this Agreement.

1.2 "Permitted Use" means the specific scope of use set forth in Section 2 of this Agreement.

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely for the Permitted Use during the Term and within the Territory.

2.2 Scope. Permitted Use: ; Territory: ; Users Authorized: .

3. LICENSE RESTRICTIONS

3.1 Restrictions. Licensee shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Licensed Materials except to the extent expressly permitted by applicable law notwithstanding this restriction; (b) modify, adapt, translate or create derivative works of the Licensed Materials; (c) rent, lease, sublicense, distribute, sell or transfer the Licensed Materials except as expressly authorized in writing; (d) remove or alter any proprietary notices.

4. FEES AND PAYMENT

4.1 Payment Terms. All fees are due within thirty (30) days of invoice unless otherwise stated. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensee is responsible for all taxes arising from this Agreement other than taxes based on Licensor's net income.

5. TERM; TERMINATION

5.1 Term. The term of this Agreement begins on the Effective Date and continues for Term Length: unless earlier terminated as provided herein.

5.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice. Termination shall be without prejudice to any other remedies available at law or in equity.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as expressly permitted in writing.

6.2 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed.

7. OWNERSHIP

7.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein. Licensee acquires only the license rights expressly granted in this Agreement and no ownership rights.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Licensor warrants that for a period of sixty (60) days from delivery the Licensed Materials will materially conform to the documentation. Licensee's sole and exclusive remedy for breach of the foregoing warranty shall be, at Licensor's option, repair, replacement or refund of fees paid for the non-conforming Licensed Materials.

8.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. LICENSOR'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

10.1 By Licensor. Licensor shall defend Licensee against any third-party claim that the Licensed Materials, as provided by Licensor, infringe a third party's issued patent, copyright or trade secret, and shall indemnify and hold Licensee harmless from amounts finally awarded against Licensee by a court of competent jurisdiction, subject to the limitations and procedures in this Section.

10.2 Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim, permit the indemnifying party to control the defense and settlement, and cooperate reasonably in the defense. Failure to provide prompt notice shall not relieve the indemnifying party except to the extent materially prejudiced.

11. AUDIT RIGHTS

11.1 Audit. Licensor may, upon not less than ten (10) days' written notice and during Licensee's regular business hours, audit Licensee's records to verify compliance with this Agreement. Any such audit shall be at Licensor's expense unless it reveals a material underpayment, in which case Licensee shall promptly pay the deficiency together with the reasonable costs of the audit.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery by recognized overnight courier, or three (3) days after mailing by certified mail.

13. ASSIGNMENT

Neither party may assign or transfer any of its rights or obligations under this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets provided the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the intent of the invalid provision.

16. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures.

SCHEDULE A — LICENSED MATERIALS

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