Server License Agreement

SERVER LICENSE AGREEMENT

This Server License Agreement ("Agreement") is entered into as of by and between Licensor: with principal place of business at , and Licensee: with principal place of business at .

WHEREAS

WHEREAS, Licensor develops, maintains and owns proprietary server software and related documentation necessary to operate hosted services and server infrastructure (the "Server Software"); and

WHEREAS, Licensee desires a license to install and operate the Server Software on Licensee's servers in accordance with the terms set forth in this Agreement, and Licensor is willing to grant such license subject to the terms and conditions contained herein.

SCOPE OF WORK

Licensor shall provide Licensee with the Server Software license, related documentation, and any installation or configuration work expressly described below. Licensee's acceptance of deliverables shall be governed by the acceptance criteria set forth in the Scope of Work.

LICENSE GRANT AND RESTRICTIONS

Subject to the terms and conditions of this Agreement and full payment of Fees, Licensor hereby grants Licensee a non-transferable, non-sublicensable license to install and use the Server Software on Licensee-owned or Licensee-controlled server hardware for Licensee's internal business operations only, during the Term.

Licensee shall not: (a) copy, modify or create derivative works of the Server Software except as expressly permitted; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code except to the extent permitted by applicable law; (c) rent, lease, sublicense, distribute or otherwise transfer rights to third parties; or (d) remove or alter any proprietary notices.

PAYMENT TERMS

Licensee shall pay Licensor the fees specified below in consideration for the license and services. All amounts are payable in United States dollars unless otherwise agreed in writing.

If any undisputed amount owed hereunder is not paid within fifteen (15) days of the due date, interest shall accrue on the unpaid balance at the rate specified in Late Payment Fee above until paid in full. Licensee shall reimburse Licensor for reasonable collection costs and attorneys' fees incurred in recovering overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until (the "Term").

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Licensor may terminate immediately if Licensee's use of the Server Software infringes third-party rights or violates law. Upon termination, Licensee shall cease all use of the Server Software, certify destruction or return of all copies, and pay all accrued fees.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that (i) is or becomes public other than by a breach of this Agreement, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and reasonably cooperates in any lawful effort to limit disclosure.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a merger or sale of substantially all assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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