User Version Agreement

USER VERSION AGREEMENT

This User Version Agreement ("Agreement") is entered into as of Effective Date: by and between the following parties.

RECITALS

WHEREAS, Provider develops, maintains, and distributes a version of certain software, documentation and related materials intended for end-user deployment (the "User Version");

WHEREAS, User desires to obtain the right to use the User Version under the terms set forth herein and Provider is willing to grant such rights subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope of permitted use, payment obligations, confidentiality obligations, and other rights and remedies of the parties.

SCOPE OF WORK

Provider shall deliver and license to User a user-ready copy of the User Version and associated documentation. Provider shall provide any installation instructions, release notes, and the designated support services described below. The parties agree that the precise deliverables and services shall be as set forth in the scope description provided by Provider and accepted by User.

PAYMENT TERMS

In consideration for the license and services provided by Provider, User shall pay Provider the fees set forth below in accordance with the schedule and late payment provisions herein.

All amounts are payable in lawful currency of the jurisdiction specified below. If User fails to pay any amount when due, Provider may suspend delivery or support services after five (5) days' written notice and shall be entitled to recover reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, continues through End Date: (the "Term").

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, User shall cease all use of the User Version, return or certify destruction of confidential materials as required, and pay any fees accrued through the effective date of termination. Sections pertaining to confidentiality, payment of accrued fees, indemnity, and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the User Version, source code, business plans, customer lists, pricing, and technical data.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely for performance of this Agreement.

The obligations set forth in this section shall not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was already known to the Receiving Party as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information. Confidentiality obligations shall survive for a period of three (3) years following termination of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

By checking this box, the signing party acknowledges the confidentiality obligations set forth above and agrees to be bound by them.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration if the parties mutually agree; otherwise, the parties retain the right to seek equitable relief in a court of competent jurisdiction in the state named above.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments and the scope description accepted by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets or corporate reorganization. Any attempted assignment in violation of this provision shall be void.

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