Software End User License Agreement

SOFTWARE END USER LICENSE AGREEMENT

Parties

Recitals

WHEREAS, Licensor is the owner or authorized distributor of certain proprietary software and related documentation identified as (the "Software"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Software subject to the terms and conditions set forth in this Agreement.

License Grant

Subject to Licensee's compliance with the terms of this Agreement and payment of all fees due, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to install and use the Software solely for Licensee's internal business purposes as set forth in the Scope of Work below. No rights are granted for resale, sublicense, hosting, or distribution except as expressly set forth in writing by Licensor.

Scope of Work

Licensee's permitted uses, any deliverables, installation responsibilities, and acceptance criteria shall be as expressly described in the Scope Description. Any material change to the Scope of Work requires prior written change order signed by both parties and may be subject to additional fees.

Payment Terms

Licensee shall pay Licensor the fees set forth below in consideration for the license and related services:

All payments are due within the payment terms specified above. Licensee is responsible for all taxes associated with the fees, excluding taxes based upon Licensor's net income. Licensor may suspend Licensee's access to the Software for payments more than thirty (30) days overdue after providing ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein. Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach. Licensor may terminate immediately if Licensee becomes insolvent or subject to an involuntary bankruptcy petition.

Upon termination, Licensee shall cease all use of the Software, return or destroy all copies of the Software and documentation, and pay all outstanding fees through the effective date of termination. The provisions concerning ownership, confidentiality, indemnification, limitation of liability, and survival shall survive termination.

Confidentiality

Each party acknowledges that during performance of 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 party agrees: (a) to use the Confidential Information exclusively for the purposes of performing under this Agreement; (b) to restrict disclosure to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) to take commercially reasonable measures to protect confidentiality. Confidential Information shall not include information that is publicly known through no fault of the receiving party or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Ownership and Intellectual Property

Licensor retains all right, title and interest in and to the Software, including all intellectual property rights. Licensee obtains only the limited license rights expressly granted in this Agreement. Licensee shall not remove, alter or obscure any proprietary notices, labels, or marks on the Software. Any enhancements, modifications, or derivative works made by or for Licensee are deemed to be the exclusive property of Licensor unless otherwise agreed in a separate written statement signed by both parties.

Warranties and Disclaimers

Licensor warrants that it has the right to grant the license set forth in this Agreement. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Licensor does not warrant that the Software will be error-free or uninterrupted, nor that it will meet Licensee's requirements.

Limitation of Liability and Indemnification

To the maximum extent permitted by law, in no event shall Licensor be liable for indirect, incidental, special, consequential, punitive or exemplary damages, including lost profits, data loss, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages. Licensor's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the amount of fees actually paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim. Licensee shall indemnify, defend and hold harmless Licensor from and against third-party claims arising from Licensee's use of the Software in violation of this Agreement or applicable law.

Audit Rights

Licensor may, upon reasonable prior written notice and during regular business hours, audit Licensee's use of the Software to verify compliance with this Agreement. If an audit reveals underpayment or improper use, Licensee shall promptly pay the shortfall and Licensor's reasonable audit costs if the shortfall exceeds five percent (5%) of the amounts due.

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. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held 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 its assets. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship.

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