Master Software License Agreement

Agreement made on the between

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Contractor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Customer.

Whereas, Customer desires to retain Contractor as an independent contractor to provide the computer software maintenance services for its , hereinafter called System; and

Whereas, Contractor agrees to perform these services for Customer under the terms and conditions set forth in this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Maintenance of Software

Beginning on the day of the execution of this Agreement the Contractor shall provide the following error-correction and support services:

A. Telephone hot-line support during the Contractor's normal days and hours of business operation with such support to include consultation on the operation and utilization of the Software; and

B. Error correction services, consisting of the Contractor using all reasonable efforts to design, code and implement programming changes to the Software, and modifications to the documentation, and to correct reproducible errors therein so that the Software is brought into substantial conformance with the way it should operate.

C. The response times for correcting errors are as follows:

1. Level One Response: When a major fault occurs such that a business critical function is not operational and major user inconvenience is being caused, Contractor shall respond within four hours of notification.

2. Level Two Response: When a fault occurs such that a function is not operational but a workaround is available and is causing significant user inconvenience, Contractor shall respond within one day of notification.

3. Level Three Response: When a fault occurs such that a non-critical function is not operational and is causing an inconvenient problem but is not causing significant user inconvenience, Contractor shall respond within three working days of notification.

4. Level Four Response: Where a fault occurs such that a cosmetic, non-urgent problem is being caused, e.g. a field is in the wrong position, Contractor shall respond within five days of notification.

2. Compensation for Maintenance Services

The Customer shall pay the Contractor for error-correction and support services the annual sum of $ payable in in advance beginning on the day of the execution of this Agreement.

3. Customer’s Role in Maintenance

The provision of the error correction and support services described above shall be expressly contingent upon the Customer promptly reporting any errors in the Software or related documentation to the Contractor and not modifying the Software without the Contractor's written consent.

4. Term of Agreement

Subject to timely payment by the Customer of the maintenance fees, the Contractor shall offer the maintenance described above for a minimum of one year after completion of the development work under this Agreement.

5. Termination of Maintenance by Customer

Customer may discontinue the maintenance services described above upon not less than days' written notice to the Contractor.

6. Limitation of Contractor’s Liability to Customer

A. In no event shall the Contractor be liable to the Customer for lost profits of the Customer, or special or consequential damages, even if the Contractor has been advised of the possibility of such damages.

B. The Contractor's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to the Contractor by the Customer under this Agreement.

7. Confidentiality

During the term of this Agreement and for one year afterward, the Contractor will use reasonable care to prevent the unauthorized use or dissemination of the Customer's confidential information. Reasonable care means at least the same degree of care the Contractor uses to protect its own confidential information from unauthorized disclosure. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to the Contractor within 15 days of disclosure. Confidential information does not include information that:

• the Contractor knew before the Customer disclosed it;

• is or becomes public knowledge through no fault of the Contractor;

• the Contractor obtains from sources other than the Customer who owe no duty of confidentiality to the Customer, or

• the Contractor independently develops.

8. Status as Independent Contractor

The parties intend that an independent contractor-employer relationship will be created by this Contract. Customer is interested only in the results to be achieved, and the conduct and control of the work will lie solely with Contractor. Contractor is not to be considered an agent or employee of Customer for any purpose, and the employees of Contractor are not entitled to any of the benefits that Customer provides for Customer's employees. It is understood that Contractor is free to Contract for similar services to be performed for other customers while under Contract with Customer.

9. Offers of Employment to Contractor’s Employment

Customer agrees that no offers of employment will be made to any employee of the Contractor during the term of this Agreement or for a period of 12 months after its termination without the prior consent of the Contractor. Should Customer breach this provision, Customer shall pay Contractor liquidated damages in the amount of $.

10. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

11. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

12. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

13. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

14. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

15. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

16. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

17. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

18. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

19. Counterparts

For the convenience of the parties, this Agreement has been executed in several counterparts, which are in all respects similar and each of which shall be deemed to be complete in itself so that any one may be introduced in evidence or used for any other purpose without the production of the other counterparts. Immediately following endorsement of the consenting parties, counterparts will be furnished to the consenting parties so that each may be advised of the rights, privileges, and benefits that this Agreement confers.

20. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.