User Agreement for Software

USER AGREEMENT FOR SOFTWARE

This User Agreement for Software (the "Agreement") is entered into as of (the "Effective Date") by and between:

Provider Name:

Provider Address:

Client Name:

Client Address:

WHEREAS

WHEREAS, Provider develops, licenses and maintains certain software products and related services described in this Agreement (the "Software"); and

WHEREAS, Client desires to obtain from Provider a limited license and associated services for use of the Software under the terms and conditions set forth herein; and

WHEREAS, Provider agrees to deliver the Software and services to Client and Client agrees to pay the fees and comply with the terms of this Agreement.

SCOPE OF WORK

Provider shall supply to Client the Software and related implementation, customization, hosting, support, and maintenance services as described below. Provider's obligations shall be limited to those expressly set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for the license and services. All payments are due in United States Dollars unless otherwise agreed in writing. Unless stated otherwise, amounts are exclusive of applicable taxes and duties, which Client shall be responsible for.

If any undisputed amount is not paid within days after the due date, Client shall pay interest on the overdue amount at the rate of , and Provider may suspend delivery of Services or access to the Software until payment is made.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the End Date specified below unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall immediately cease use of the Software and, subject to payment of any undisputed amounts then due, Provider shall provide Client with any deliverables required by this Agreement. Termination shall not relieve Client of any payment obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether oral, written or electronic, that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) 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 protective than those set forth herein, and (iii) exercise reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach by Recipient, was already known by Recipient without obligation of confidentiality, or is independently developed by Recipient without reference to Discloser's Confidential Information.

The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LICENSE AND USE RESTRICTIONS

Subject to Client's timely payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to use the Software solely for Client's internal business purposes and in accordance with the documentation. Client shall not (a) sublicense, rent, lease, sell, distribute or transfer the Software, (b) reverse engineer, decompile or disassemble the Software except to the extent permitted by applicable law, or (c) remove proprietary notices or markings.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements of work, or communications, whether oral or written, concerning such subject matter. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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 party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship between them.

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