Startup License Agreement

Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Licensee.

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

1. Grant of License

Licensor grants to Licensee a nonexclusive, nontransferable, world-wide license to use the Licensed Programs solely for the purpose of and to distribute Applications.

2. Exclusive Rights of Licensee

The exclusive rights of Licensee to use and copy the Software described in Exhibit A attached to this, and all other copies that Licensee is authorized by this Agreement to make (the Software) are specified Exhibit A to this Agreement. Licensor retains all rights including but not limited to all copyright and other intellectual property rights, anywhere in the world, in the Software not expressly granted to Licensee in this Agreement.

3. Permitted Uses

Licensee is hereby granted, the following non-exclusive, non-transferable rights in respect of the Software:

A. Licensee may download and install the Software onto one computer or server for use provided that Licensee ensures that the Software is not accessible by other users unless they have themselves accepted the terms of this Agreement.

B. Licensee may use the Software solely for purposes and only in accordance with the terms of this Agreement. Licensee may not use the Software for, or in relation to .

C. Licensee may copy the Software for back-up and archival purposes, provided that each copy of Licensor are kept in Licensee’s possession and provided Licensee reproduce the copyright notice on each copy.

D. Licensee may not rent, lend, or lease the Software and Licensee may not transfer or sub-license this license to use the Software or any of Licensee’s rights or obligations under this Agreement to another party within miles of the above address of Licensor.

E. Identity of Licensee. The license granted herein is personal to Licensee. Licensee shall not permit any third party to access, modify or otherwise use the Software nor shall Licensee access modify or otherwise use the Software on behalf of any third party.

F. Publications and Presentations. In all publications and presentations of research carried out using the Software, Licensee must acknowledge use of the Software using the form of words and citations given in Exhibit A.

4. Prohibited Uses.

Licensee may not, without written permission from Licensor.

A. Use, copy, modify, merge, or transfer copies of the Software or any documentation provided by us which relates to the Software except as provided in this Agreement;

B. Use any back-up or archival copies of the Software (or allow anyone else to use such copies) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective; or

C. Disassemble, decompile or "unlock", reverse translate, or in any manner decode the Software for any reason.

5. Warranty Disclaimer

A. Disclaimer. The Software has been developed for research purposes only and is not a clinical tool. Licensee acknowledges that Licensor is providing the Software to Licensee under this license agreement free of charge and on condition that the disclaimer set out below shall apply. Licensor does not warrant that the Software will meet License’s requirements or that its operation will be uninterrupted or error-free. Licensee acknowledges that Licensee have reviewed and evaluated the Software to determine that it meets Licensee’s needs and that Licensee assumes all responsibility and liability for determining the suitability of the Software as fit for Licensee’s particular purposes and requirements.

B. Licensor excludes and expressly disclaims all express and implied representations, warranties, conditions and terms not stated herein (including the implied conditions or warranties of satisfactory quality, merchantable quality, merchantability and fitness for purpose).

C. Savings. Some jurisdictions may imply warranties, conditions or terms or impose obligations upon us which cannot, in whole or in part, be excluded, restricted or modified or otherwise do not allow the exclusion of implied warranties, conditions or terms, in which case the above warranty disclaimer and exclusion will only apply to Licensee to the extent permitted in the relevant jurisdiction and does not in any event exclude any implied warranties, conditions or terms which may not under applicable law be excluded.

6. Limitation of Liability

A. Licensee acknowledges that Licensor is providing the Software to Licensee under this license agreement free of charge and on condition that the limitation of liability set out below shall apply. Accordingly, Licensor excludes all liability whether in contract, tort, negligence or otherwise, in respect of the Software and/or any related documentation provided to Licensee by Licensor including, but not limited to, liability for loss or corruption of data, loss of contracts, loss of income, loss of profits, loss of cover and any consequential or indirect loss or damage of any kind arising out of or in connection with this license agreement, however caused. This exclusion shall apply even if Licensor has been advised of the possibility of such loss or damage.

B. Nothing in this Agreement shall have the effect of excluding or limiting Licensor’s liability for death or personal injury caused by our Licensor’ own negligence. This license does not permit Licensee to use the Software for, or in relation to, .

C. Some jurisdictions do not allow these limitations or exclusions either wholly or in part, and, to that extent, they may not apply to Licensee. Nothing in this license agreement will affect Licensor’s statutory rights or other relevant statutory provisions which cannot be excluded, restricted or modified, and its terms and conditions must be read and construed subject to any such statutory rights and/or provisions.

7. Termination.

A. Licensor may terminate this license agreement and Licensee’s right to use the Software at any time with immediate effect upon written notice to Licensee.

B. This license agreement and Licensee’s right to use the Software automatically terminate if Licensee:

1. Fail to comply with any provisions of this Agreement; or

2. Destroys the copies of the Software in Licensee’s possession, or voluntarily returns the Software to Licensor.

C. Upon termination Licensee will destroy all copies of the Software.

D. Otherwise, the restrictions on Licensee’s rights to use the Software will expire upon expiration of the copyright to the Software.

8. 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.

9. 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.

10. Governing Law

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

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

18. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

19. 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 this (date).

Attach Exhibit A