Software License SQL Monitor

SOFTWARE LICENSE — SQL MONITOR

Parties

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

Effective Date: .

Recitals

WHEREAS, Licensor has developed and owns certain software known as "SQL Monitor" and related documentation and updates (collectively, the "Software"); and

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

WHEREAS, the parties intend by this Agreement to set forth the scope of the license, payment terms, confidentiality obligations, and remedies for breach.

Scope of Work and License Grant

1. License Grant: Subject to Licensee's payment of the Fees and compliance with this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to install and use the Software solely for Licensee's internal business operations in accordance with the permitted uses described below.

2. Permitted Use: Licensee may deploy the Software on up to instance(s) for monitoring, reporting, alerting, and diagnostics as set forth in the Scope of Work. Licensee shall not sublicense, rent, lease, distribute, or make the Software available to third parties except as expressly authorized in writing.

3. License Type (check one or more that apply): Perpetual License Subscription License Trial / Evaluation

Restrictions

Licensee shall not: (a) copy the Software except as necessary to use it as permitted; (b) modify, adapt, translate, or create derivative works; (c) reverse engineer, decompile, or disassemble the Software except to the extent expressly permitted by applicable law; or (d) remove or alter any proprietary notices.

Payment Terms

License Fees: Licensee shall pay Licensor the fees set forth below in consideration for the license rights and services.

Payment Due Days: days from invoice date.

Late Fee: Unpaid amounts shall bear interest at per month or the maximum permitted by law, whichever is less, calculated from the date due until paid.

Term and Termination

Term: This Agreement commences on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement on written notice if the other party materially breaches any obligation and fails to cure within days after receipt of written notice describing the breach.

Termination for Convenience: Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination does not relieve Licensee of payment obligations incurred prior to termination.

Confidentiality

Each party agrees to hold in confidence all confidential information disclosed by the other party in connection with this Agreement and to use such information only for performance under this Agreement. Confidential information includes the Software, source code, business terms, and non-public technical or commercial information. Confidentiality obligations survive termination for a period of years.

Warranty, Indemnity and Limitation of Liability

Warranty: Licensor warrants that it has the right to grant the license set forth herein and that the Software will materially conform to the Documentation for a period of ninety (90) days from delivery. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Licensor shall indemnify and hold Licensee harmless from third-party claims alleging that the Software, as delivered, infringes a valid intellectual property right of a third party. Licensee will promptly notify Licensor of any claim and permit Licensor to control the defense and settlement, provided that Licensor shall not settle any claim that admits liability or imposes any obligation on Licensee without Licensee's prior written consent.

Limitation of Liability: EXCEPT FOR BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Support and Maintenance

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. Any amendment must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Licensee may not assign this Agreement or any rights hereunder without Licensor's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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