Licensing Schedule for Services

LICENSING SCHEDULE FOR SERVICES

Schedule Number:    Effective Date:

RECITALS

WHEREAS, Licensor Name: is the owner or authorized licensor of certain services and related intellectual property described herein;

WHEREAS, Licensee Name: desires to obtain, and Licensor desires to grant, a license to use the Services solely in accordance with the terms of this Schedule and the underlying Agreement;

WHEREAS, this Licensing Schedule for Services (this "Schedule") is incorporated into and governed by the Master Services Agreement to which it is attached and governs the scope, fees and other terms applicable to the licensed Services identified below.

DEFINITIONS

For purposes of this Schedule, "Services" means the deliverables, systems and professional services described in the Scope of Services section below; "Territory" means the geographic area specified in this Schedule; and "Confidential Information" has the meaning set forth in the Confidentiality section of this Schedule.

SCOPE OF SERVICES

LICENSE GRANT & RESTRICTIONS

Licensor hereby grants to Licensee a non-exclusive    exclusive    license to use the Services described in this Schedule solely for Licensee's internal business purposes within the Territory. Licensee shall not sublicense, assign or transfer the license except as expressly permitted in writing by Licensor.

All intellectual property rights in the Services, including modifications, enhancements and derivative works, shall remain the exclusive property of Licensor except as expressly set forth in writing. Licensee is granted no ownership rights except the limited license expressly granted in this Schedule.

PAYMENT TERMS

Payment Due Days:    Acceptable Payment Method(s):

Late Payment: Any undisputed amount not paid within the Payment Due Days shall accrue interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance until paid. Licensee shall also reimburse Licensor for reasonable collection costs.

TERM AND TERMINATION

Term Commencement: . Term Expiration: .

Either party may terminate this Schedule for convenience upon days' prior written notice to the other party. Additionally, either party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach. Termination shall not relieve Licensee of payment obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. Confidential Information includes non-public information disclosed in connection with this Schedule and the Services. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Schedule, (ii) maintain confidentiality using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to third parties except as permitted herein. Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

REPORTING, AUDIT RIGHTS & RECORDS

Licensee shall maintain complete and accurate records relating to use of the Services and any performance-based fees. Licensor shall have the right, upon reasonable prior written notice, to audit such records during normal business hours not more than once per 12-month period to verify compliance with this Schedule. Any underpayment discovered by such audit shall be promptly paid by Licensee, together with interest as set forth under Late Payment.

WARRANTIES, LIMITATIONS & INDEMNITY

Licensor warrants that it has the right to grant the license set forth in this Schedule. EXCEPT FOR THE FOREGOING, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party's indemnification obligations, limitations of liability and other risk allocation provisions shall be governed by the underlying Agreement and, where not specified therein, by the following: each party will indemnify the other for third-party claims arising from its gross negligence or willful misconduct in performing this Schedule.

GOVERNING LAW

This Schedule and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Schedule, together with the underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or representations, whether written or oral. No amendment to this Schedule will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Schedule without the other party'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 its assets. Notices: All notices must be in writing and delivered in accordance with the notice provisions of the underlying Agreement or to the addresses set forth therein.

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