Standard Terms and Conditions of Purchase

SOFTWARE/SERVICES MASTER AGREEMENT
ORDER FORM (WITH TERMS AND CONDITIONS)

Description    Part Number    Qty    List Price    Discounted Price    Total

From attached purchase order no.

Subtotal

Total

SIGNATURE REQUIRED to indicate Customer acceptance of the terms and conditions on the following page for this Order and all subsequent Orders:

1. Definitions. (1) "Documentation" means tangible descriptions of Software functionality and use licensed hereunder; (2) "Order" means this Order, any riders prepared by Vendor and signed by Customer and all purchases made hereunder; (3) "Output" means source code, compiled code and other end-results of the operation of Software upon Customer-created data, excluding Runtime Code; (4) "Product" means Software, Work Product and Know-How; (5) "Restricted-Use Software" means preproduction, demonstration and evaluation Software; (6) "Runtime Code" means utility code included with Output by Software; (7) "Services" means services provided by Vendor hereunder, other than Maintenance; (8) "Software" means any Vendor software products licensed hereunder, including Documentation and Training Materials; and (9) "Training Materials" means training products so designated by Vendor; (10) "Work Product" means tangible results of Services other than base technology and know-how supplied by Vendor and incorporated therein (Know-How).

2. Title. Vendor owns Software, Runtime Code and Know-How. Customer owns Output and Work Product.

3. License Rights. Vendor grants Customer (1) a paid-up, non-exclusive, nontransferable (except under Section 13) license to use the ordered number of Software copies; and (2) a paid-up, non-exclusive, transferable license to use, modify, reproduce and sublicense Runtime Code and Know-How. Licenses are perpetual, unless for Restricted-Use Software (sixty days) or unless otherwise described above. Prior versions of Software may be used, but only one version may be used at a time per copy licensed. A copy of Software is "used" when any portion is either loaded in memory or virtual memory (loaded) or stored on a hard disk or other storage device (stored). Customer may make up to three back-up/archival copies of Software. Vendor may use, modify and transfer any Customer suggestion without compensation to or warranty from Customer.

4. Restrictions on Use. Customer may use Software only for its internal business needs. Each Software copy licensed for a network server (other than client elements) may only be stored on that server, that server must be in the same metropolitan area as all computers loading such copy and such copy may not be simultaneously loaded by more than the authorized number of computers. "Client elements" are program files that must be stored on networked computers other than servers for effective LAN execution. Customer may not (1) rent Software or otherwise make it available to third parties; (2) decompile, reverse engineer, copy, create a derivative work from or otherwise use Software except as stated in this Order; (3) use Runtime Code or Know-How separate from other Output or Work Product; or (4) use Software to violate third party rights.

5. Services. Orders will include performance dates (no more than three months after the Order date) and location and the name of a Customer coordinator. Customer will pay Vendor's reasonable, Service-related, out-of-pocket travel and subsistence expenses. Vendor will replace personnel providing Services as practicable after Customer notice of unsatisfactory performance. Vendor acts as an independent contractor in supplying Services. Customer will not hire a Vendor employee providing Services during and for two years after completion of such Services, where Vendor's sole remedy will be Customer's payment equal to 240 multiplied by such employee's last, undiscounted daily rate. Customer may terminate Services for any reason on 30 days advance notice.

6. Maintenance. Vendor provides upgrades, level-sets, technical assistance, hot-line support and reasonable-efforts error correction (Maintenance) free as indicated on the Order for Software other than Documentation sold separately, Training Materials, benchmarking models and Work Product, for which no Maintenance is provided. Thereafter, Vendor provides Maintenance in periods as invoiced in advance, so long as Maintenance is provided to licensees of such product generally. Customer may terminate Maintenance for any reason by notice no less than 30 days prior to the end of the current Maintenance period.

7. Confidential Information. "Confidential Information" means Software and information on tangible media conspicuously labeled as "proprietary" or "confidential" or with comparable legend (marked) provided by one party (Provider) to another party (Recipient) hereunder. Orally disclosed information is also Confidential Information if Provider gives Recipient a marked writing containing a summary, the approximate date and time and the recipients of such disclosure within 30 days of disclosure. No information can be Confidential Information if (1) it is publicly available through no fault of Recipient; (2) Recipient gets it from a third party who had the right to provide it; (3) Recipient independently develops it or knew it before receiving it hereunder; or (4) Provider discloses it to a third party without restriction. Recipient will hold and protect Confidential Information with the same degree of care that it uses with its own information of like importance, but in no event less than a reasonable standard of care. Customer will return all copies of Software to Vendor when the license therefor expires or terminates. This Section 7 survives termination under Section 12 for two years.

8. Payment. Vendor may accept an Order by shipment on these terms. Prices are in U.S. dollars unless otherwise specified in an Order. Payment is due 30 days after invoice. Customer pays all sales or other taxes arising from its purchases, other than taxes based on Vendor's income. The sending party hereunder will pay all freight and related insurance.

9. Indemnification. Vendor indemnifies Customer from any action brought against Customer to the extent based on a claim that Product infringes any duly issued, U.S. or Canadian patent or copyright if Customer promptly notifies Vendor of the claim, furnishes Vendor a copy of each writing relating to the claim and gives Vendor authority, information and assistance (at Vendor's expense) necessary to defend or settle the claim. This obligation excludes infringement arising out of (1) unauthorized use of Product; (2) post-delivery, non-Vendor Product modifications; or (3) the combination, operation or use of Product with non-Vendor programs, data or specifications if a different combination would avoid the infringement. This obligation is limited to Vendor's choice of (1) procuring for Customer the right to use such Product free of any infringement liability; (2) replacing such Product with a noninfringing substitute substantially complying with its Documentation; or (3) terminating the license and refunding the price paid for the infringing Product, less a charge for Customer's prior use based on a 5-year depreciation schedule. THIS INDEMNITY IS VENDOR'S SOLE LIABILITY AND CUSTOMER'S SOLE REMEDY FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS.

10. Warranty. Customer may return Software to Vendor for any reason within 30 days after delivery for a full refund. Software not so returned will be deemed accepted. Restricted-Use Software is licensed "AS-IS." Vendor warrants that (1) Software substantially conforms to its Documentation; (2) it has sufficient right to perform hereunder (where Customer's sole remedy for breach is found in Section 9); and (3) Services conform to generally accepted industry standards [where Customer's sole remedy for breach is Vendor's choice of (a) refund of the disputed Work Product's price, or (b) re-performance of disputed Services]. Customer is solely responsible for its needs determination and the results of its use of Software. VENDOR MAKES NO OTHER WARRANTY FOR ITEMS ORDERED HEREUNDER. THESE WARRANTIES ARE INSTEAD OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Liability. Each party is liable for personal injury and property damage caused by its negligence (Insured Loss), will maintain insurance therefor and will provide the other with insurance certificates on request. Other than for Insured Loss and for Vendor loss from Customer breach of Sections 3 or 4 (Unauthorized Use), NEITHER PARTY IS IN THE AGGREGATE LIABLE FOR ANY REASON FOR MORE THAN THE TOTAL PRICE OF ITEMS ORDERED HEREUNDER. NEITHER PARTY IS LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXCEPT FOR UNAUTHORIZED USE, EVEN IF ADVISED OF THEIR POSSIBILITY.

12. Termination. This Order terminates on the expiration of all licenses and Maintenance and completion of all Services hereunder, or may be terminated by either party if the other fails to correct any material breach after 30 days' notice.

13. General. Customer rights and Vendor obligations are limited to the U.S. and Canada. Both parties will comply with applicable export control laws and regulations. Customer may assign this Order, but not its obligations, to Vendor, if the assignee agrees in writing to be bound hereby and Vendor receives a copy of such writing within 30 days of such assignment. No party is liable for its breach if such breach is due to an event beyond its reasonable control. All required notices must be in writing. No failure or delay to enforce a provision will be deemed a waiver thereof. This Order is governed by law, is the entire and exclusive set of terms and conditions for transactions made under it, supersedes conflicting terms of purchase orders or other documents issued under it and may only be modified by a writing signed by all parties.