License and ASP Agreement

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SOFTWARE LICENSE AND ASP SERVICE AGREEMENT

SOFTWARE LICENSE AND ASP SERVICE AGREEMENT ("Agreement") dated as of the date set forth on the signature page below (the "Effective Date"), by and between _______________________ ("Supplier") and the customer executing this Agreement below ("Customer"). For good and valuable consideration, the parties hereby agree as follows:

Contents

1. CONTRACT ADMINISTRATION; CHANGES.

The initial Schedule(s) agreed to by the parties are set forth as attachments to this Agreement. Additional Schedules, regardless of whether they relate to the same subject matter as the initial Schedule(s), shall become effective upon execution by authorized representatives of both parties. Changes in any Schedule shall become effective only when a written change request is executed by authorized representatives of both parties.

2. PRODUCT LICENSE AND SERVICES.

(a) Licensed Products.

With respect to Licensed Products only, Supplier and Customer agrees as follows:

(i) License Grant for Licensed Product.

Conditional upon payment of the applicable License Fees under Section 4, Supplier hereby grants to Customer and Customer Users a non-transferable, non-exclusive, limited license to use the Product, for Customer's Permitted Use only, on Customer Servers for the License Term, all as specified on the Product Schedule. The license granted herein is for Object Code only, and Customer may use the Product in Object Code form only.

(ii) Delivery; Installation.

Supplier shall deliver a copy of the Object Code of the Licensed Product to Customer promptly following the execution of this Agreement. Unless otherwise specifically agreed in writing, delivery shall be by download, and occur at such time when the Product is made available to Customer for download and Supplier sends any related licensing key to the Customer by mail. Supplier shall have no obligation to provide services in connection with the installation or integration of the Licensed Product by Customer or training of Customer's employees or contractors; and such services, if desired by Customer, shall be arranged separately and shall not be covered by the fees paid by Customer under this Agreement.

(iii) Maintenance.

Supplier shall provide to Customer the maintenance and support services set forth in the Support Schedule during the Maintenance Term.

(b) Hosted Product Services.

With respect to Hosted Products only, Supplier and Customer agrees as follows:

(i)Provision of Hosted Product Services.

Conditional upon payment of the applicable License Fees and Hosting Fees under Section 4, Supplier will provide the Hosted Product described in the Product Schedule in accordance with the service levels specified in the Service Level Agreement. The Hosted Product is provided as a services based on Supplier's programming code, not for the provision of the programming code, and the programming code is not being delivered or licensed hereunder.

(ii) Use of Hosted Service.

Customer agrees that its use of the Hosted Product will be in a manner consistent with this Agreement and with all applicable laws and regulations, including without limitation, copyright, trademark, and export control laws, and laws prohibiting the use of telecommunications facilities to transmit illegal, obscene, harmful to minors, threatening, harassing, or other offensive information or messages; agrees to impose such condition on its Customer Users; and agrees to cooperate with Supplier in any action reasonably needed to enforce such restrictions.

(iii) Customer User Information.

Supplier will use reasonable commercial efforts to keep confidential the materials Customer and Customer Users provide to the Hosted Product for processing (the "Customer User Information"). Supplier may provide the Customer User Information to third parties that perform operation and development services for Supplier for technical purposes, subject to confidentiality agreements between Supplier and such third parties. In addition, Supplier may use data stored on the Hosted Product (and statistics about the use of the Hosted Product) in order to operate the Hosted Product, including for the purpose of verification of compliance with this Agreement. As part of Supplier's operations, it may sell, transfer or merge particular businesses and/or other assets to a third party. As part of such a transaction, personal and business information contained in the Customer User Information and Hosted Product usage information may be made available to a third party under confidentiality restrictions, except that Supplier will not sell the Customer User Information to a third party unless it is part of a business that is being sold; and if Supplier is are acquired, or substantially all of its assets are acquired, such information (including the Customer User Information) will of course be one of the transferred assets. Upon request by Customer in connection with the termination of this Agreement, Supplier will discard all of Customer User Information, provided Supplier shall not be required to destroy or alter any computer archival and backup tapes or archival and backup files, but such archival and backup materials shall be kept confidential in accordance with the terms of this Agreement.

Supplier does not claim any ownership in any materials submitted by Customer (or Customer Users) to the Hosted Product (including any Customer User Information); provided, however, Customer grants Supplier the right to reproduce, copy, use and distribute any materials submitted by Customer to, stored on or distributed via, the Hosted Product to the extent needed to operate the Product, and warrants that it has agreements with its Customer Users or other appropriate right such that Supplier is permitted to reproduce, copy, use and distribute any Customer User Information stored on or distributed via the Hosted Product to the extent needed to operate the Hosted Product.

(iv) Local Software.

In general, the Hosted Product is provided in a manner which does not result in Customer Users downloading or using any of Supplier’s software. In the event that Supplier does, however, provide Customer Users with installable software (such as a plug-in or similar item) (“Local Software”), Supplier hereby grants each Customer User included in scope of the applicable Product Schedule, a non-transferable and non-exclusive right and license to use the Object Code of such Local Software on the single computer to which it is provided in connection with such Customer User’s use of the Hosted Product in order to copy, use, and display the Product in accordance with this Agreement; provided that Customer and Customer User may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any Source Code, distribute, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Local Software, unless otherwise provided for under this Agreement.

3. EXCLUSIONS; OWNERSHIP OF THE PRODUCT.

(a) License Exclusions.

Except as expressly authorized herein, the Customer shall not: (i) copy the Product; (ii) distribute, disclose, market, rent, lease or transfer to any third party any portion of the Product or Documentation, or use the Product or Documentation in any service bureau arrangement; (iii) disclose the results of the Product's performance benchmarks to any third party without Supplier's prior written notice; or (iv) use any third party licensed software products or modules provided by Supplier to the Customer under this Agreement independently from the Product. Customer shall ensure that the Product is not modified, translated, examined, tested, subjected to simulated input, decompiled, or disassembled (including software "disassembly" by attempted recreation of Source Code) in any manner, for any reason including but not limited to determining the mechanism, algorithms, processes or characteristics of the Product, provided that Customer may examine or test the Product only for authorized maintenance and error correction or otherwise solely as such access by Customer is required by applicable local law.

(b) Limitation on Access to and Use of the Product.

Customer shall not in any way deliver, transfer, or otherwise provide access to or make available the Product to any third parties except as specifically permitted by this Agreement. Further, Customer agrees not to access (or attempt to access or authorize any other party to access) the Product by any means other than through the interface(s) that are provided by Supplier, unless Customer has been specifically allowed to do so in a separate written agreement executed by Supplier. Without limiting the generality of the foregoing, Customer specifically agrees not to access (or attempt to access) the Product through any unauthorized automated means (including use of scripts or crawlers). Similarly, Customer agrees that Customer will not provide any third party access to material on the Product (or facilitate their attempt to access) by any means other than through the interface that is provided by Supplier, unless Customer has been specifically allowed to do so in a separate written agreement executed by Supplier. Customer agrees that Customer will not engage in any activity that interferes with or disrupts the Product (or the servers and networks which are connected to the Product); interfere with or disrupt the Product or take any steps to interfere with or in any manner compromise any security measures with respect to the Product or any data or file transmitted, processed or stored on or through the Product.

(c) Copies.

The Customer is authorized to make a reasonable number of copies of the Licensed Product for emergency backup or archival purposes, or when copying is an essential step in the normal use of the Product. The Customer is authorized to make a reasonable number of electronic or paper copies of the Documentation for Customer's Permitted Use.

(d)U.S. Government Rights.

The Product is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government users acquire the Product with only those rights set forth herein.

(e) Ownership.

All right, title and interest (including copyright) in and to the Product, including any inventions, creations and improvements whether or not patentable or copyrighted, conceived or made in connection with the performance of Supplier's obligations hereunder, shall remain in Supplier.

(f) Trademarks.

Supplier Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any Supplier Trademark does not give Customer any rights of ownership in that trademark. Except as stated above, this Agreement does not grant Customer any intellectual property rights in the Product. Any trademark, trade name, copyright, or other proprietary notices, legends, symbols or labels appearing on or in the Product provided to Customer shall not be removed or altered and shall be accurately reproduced by Customer on any and all copies of the Product.

4. FEES.

(a) Fees.

In payment of the licenses granted herein, Customer shall pay Supplier the fees listed on the Product Schedule. All amounts payable hereunder shall be paid in U.S. Dollars. A monthly interest charge at the rate of one and one-half percent (1-1/2%) or the maximum legal rate, whichever is less, will be assessed and payable on all payments more than fifteen (15) days past due. Any deferral of payments on the Product Schedule is permitted by Supplier for Customer cash flow reasons, but the obligation to pay is not conditional on continuation of this Agreement. Early termination of this Agreement shall not relieve Customer of its obligation to pay these amounts. If Customer fails to timely pay any of the amounts on the Product Schedule, the due dates of all amounts will automatically be accelerated so that they become immediately due and payable, even if longer terms had been provided previously.

(b)Taxes.

Customer is responsible for payment of all shipping, insurance, taxes, tariffs, customs duties, or any other foreign or domestic governmental taxes or charges of any kind resulting from or imposed upon this Agreement, or the license of the Licensed Products or the provision of services for Hosted Products, except taxes based on Supplier's net income.

TERM AND TERMINATION.

(a) Term.

The term of this Agreement shall commence on the Effective Date and shall terminate on the end of the latest License Term or Hosting Term indicated on a Product Schedule.

(b)Extension.

After the initial term, this Agreement shall continue for successive one year terms, and Customer shall pay the Fees therefore set forth on the Product Schedule, unless either party notifies the other of its intention to discontinue this Agreement at least sixty (60) days prior to the end of the then-current term.

(c) Termination for Breach.

Either party will have the right to terminate this Agreement immediately by delivery of written notice to the other party if the other party is in material breach of any warranty, term, condition or covenant of this Agreement, and the breaching party has failed to cure that breach within thirty (30) calendar days after receiving written notice of that breach and of the non-breaching party's intention to terminate.

(d)Termination of Maintenance.

After the initial Maintenance Term, Supplier shall continue to provide Maintenance Services for successive Maintenance Terms specified in the Product Schedule, and Customer shall pay the applicable Support Fee, provided that either party may terminate Support after the initial Maintenance Term or any extended term by notice to the other party at least sixty (60) days prior to the end of the then-current Maintenance Term. In the event of such a termination, this Agreement shall continue to remain in effect (including, for avoidance of doubt, with respect to the license grant) until end of the License Term or the Agreement is itself otherwise terminated.

(e) Termination of Hosting.

After the initial Hosted Term, Supplier shall provide the Hosted Product as a hosted service for successive renewal terms specified in the Product Schedule, and Customer shall pay the applicable Fee, provided that either party may terminate the hosted service after the initial term or any successive term by providing notice to the other party of its intention to discontinue at least sixty (60) days prior to the end of the then-current term.

(f) Effect of Termination.

Upon termination of this Agreement, the following sections of this Agreement will survive: 3(e), 3, 5, 6, 8, 9, 10(b), 11 and 12. Termination does not relieve a party for breach occurring prior to termination. For avoidance of doubt, upon termination, Customer's license to each and every Product terminates, and Customer immediately shall cease use of and destroy all copies of each and every Product in its possession.

(g) Transitions.

If a Subsidiary is no longer affiliated with Customer, Customer shall have a period not to exceed six (6) months (the "Transition Period") after such change in affiliation of the Subsidiary (the "Former Subsidiary") to terminate services provided to or by the Former Subsidiary that utilize the Product, and to take all action such that the Former Subsidiary has no access to and has no possession of any Supplier Confidential Information, including, without limitation, the Product. During the Transition Period, each Former Subsidiary shall be entitled to use the Product in accordance with the terms of the Agreement and shall be obligated to all obligations and restrictions of Customer as set forth herein; and Customer shall be liable for all acts or omissions of the Former Subsidiary that are violations of the terms of this Agreement as if such acts or omissions were the acts or omissions of Customer. During or after the Transition Period, the Former Subsidiary may enter into negotiations with Supplier for its own license agreement and pay the applicable fees associated with its own license agreement based upon Supplier's then-current license fees for customers of similar characteristics, subject to then-applicable reductions, if any, based on: (i) cumulative license fees paid by the Former Subsidiary and/or; (ii) the cumulative number of Product modules licensed by the Former Subsidiary.

Notwithstanding anything to the contrary in this Section, Supplier has no obligation to provide any service hereunder to any individual or company other than the contact representatives at the Customer, and Customer shall ensure that the use by a Former Subsidiary is managed solely by Customer, and in a manner which does not increase Supplier's support or other personnel obligations hereunder.

6. CONFIDENTIALITY.

Customer shall treat the Product as confidential, shall not use the Product except as contemplated under this Agreement, and shall not disclose the Product to any third party. The parties agree to maintain the confidentiality of this Agreement and the other party's Confidential Information using reasonable commercial efforts but in no event less than the degree of care and security as each uses to maintain the confidentiality of its own most Confidential Information. Neither party's Confidential Information shall be disclosed by the other party to any third party except as permitted under this Agreement. Each party shall use such Confidential Information only to perform its obligations under this Agreement, shall disclose such Confidential Information only within its organization and only to those of its employees who need to know such information in order to perform its obligations under this Agreement or in the case of Customer, to use the Product. Information shall not be considered to be Confidential Information if it: (i) was in the public domain at the time it was disclosed or enters the public domain without violation of this Agreement; (ii) was known to either party, without restriction, at the time of the disclosure as shown by the files of the disclosing party in existence at the time of disclosure; (iii) was independently developed by the receiving party; or (iv) becomes known to the receiving party, without restriction, from a third party without breach of this Agreement and otherwise not in violation of either party's rights. If either party is confronted with legal action to disclose any portion of the other party's Confidential Information, that party shall promptly notify and assist the other (at the other party's expense) in obtaining a protective order or other similar order, and shall thereafter disclose only the minimum of the other party's Confidential Information that is required to be disclosed in order to comply with the legal action, whether or not a protective order or other order has been obtained. Notwithstanding the foregoing, each of the parties may disclose the terms of this Agreement to its accountants, attorneys and potential investors, acquirers and financing partners in confidence.

7. LIMITED WARRANTY AND WARRANTY DISCLAIMER.

(a) Warranty.

Subject to Section 9, Supplier warrants that the Licensed Products shall perform substantially in accordance with the Documentation for a period of ninety (90) days after the date of initial delivery of the Licensed Product to Customer under Section 2(a)(i). Customer's exclusive remedy and Supplier's sole liability under this warranty shall be for Supplier to correct any material failure of the Licensed Product to perform as warranted, if such failure is reported to Supplier within the warranty period and Customer, at Supplier's request, provides Supplier with sufficient information (which may include access to Customer's computer system for use of Customer's copy(ies) of the Licensed Product by Supplier) to reproduce the defect in question. In the event that Supplier cannot, after repeated efforts, remedy such failure, Supplier shall refund all license fees received by Supplier from Customer hereunder and terminate this Agreement, and Customer thereafter shall return all copies of all Licensed Products in its possession. This warranty is made solely to Customer and Customer shall be solely responsible for any warranty to, or claims by, third parties.

(b) No Virus.

Supplier warrants that to its knowledge the Product does not include any virus, trojan horse, worm, time bomb, back door or other software routine designed to disable a computer program automatically or permit unauthorized access ("Malicious Code") provided, Malicious Code does not include ordinary errors or failures of programming code. Supplier agrees to use commercially reasonable programming practices and security procedures to avoid insertion of any Malicious Code, to scan for viruses and remove any viruses found before sending any media containing programming code to Customer.

(c) Disclaimer.

THE ABOVE ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT ARE MADE BY SUPPLIER AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SUPPLIER, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THIS AGREEMENT. SUCH WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE SO LONG AS SUPPLIER IS MAKING GOOD FAITH EFFORTS TO CORRECT DEFECTS OR FAILURES UNDER THE TERMS OF THE WARRANTY.

INDEMNIFICATION.

(a) By Supplier.

Subject to Section 9 and to compliance with Section 8(c) by Customer, Supplier will defend and indemnify (in accordance with Section 8(c)), any third party claims against Customer that the use of the Product within the scope of this Agreement infringes any trade secret, copyright, United States trademark or United States patent granted prior to the date of this Agreement.

By Customer.

Subject to compliance with Section 8(c) by Supplier, Customer will defend and indemnify (in accordance with Section 8(d)), any third party claims against Supplier and its officers, directors, and employees that the use by Supplier of materials provided to Supplier by Customer (or Customer Users) for use in connection with the Hosted Product, or for use in customizing or installing the Product infringes any United States copyright or constitutes misappropriation of a trade secret.

(c) Procedure.

For the indemnification obligations above to be applicable, the party desiring indemnification (the "Indemnified Party") must (1) promptly notify the party against which it is seeking indemnification (the "Indemnifying Party") in writing of any such claim and offer the Indemnifying Party the opportunity to control the defense and all related settlement negotiations, and (2) cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in defending or settling such claim. Indemnifying Party shall not have any right, without Indemnified Party's written consent, to settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Indemnified Party.

(d) Indemnification Obligation.

The obligation of the Indemnifying Party to "defend and indemnify" in Section 8(a) and Section 8(b) means the Indemnifying Party will pay any damages, fines, penalties and costs finally awarded against the Indemnified Party in such action or proceeding that are attributable to such claim referred to above, and the cost of a settlement agreed to by the Indemnifying Party; and also that the Indemnifying Party shall also bear all costs of defense that the Indemnifying Party incurs in connection therewith (including legal fees), and the out-of-pocket expenses of the Indemnified Party in connection with the defense by the Indemnifying Party. The Indemnified Party may also engage its own counsel in connection with such claim or proceeding, but the expense of such attorney shall be at the Indemnified Party's sole expense.

(e) Mitigation of Damages.

In the event of infringement or misappropriation or allegation thereof of any copyright, trademark, trade secret, patent or other intellectual property right, or violation of any right of privacy or publicity Supplier shall have the right to: (i) procure for Customer the right to continue using the Product; or (ii) settle the claim or suit; or (iii) modify the Product to make it non-infringing; or (iv) replace the Product, so long as such modification or substitution is made without additional charge to the Customer, and renders the Product substantially functionally similar to the Product prior to modification or substitution. If none of the foregoing steps is commercially reasonable, Supplier may, if in its absolute discretion it so decides, terminate this Agreement, provided upon such termination it shall refund to the Customer all amounts paid under Section 4 by the Customer during the period of 12 months prior to such termination. Any election by Supplier under this Section shall fully discharge and satisfy any and all claims by the Customer hereunder other than the right to indemnification under Section 8(a) with respect to use of the Product prior to such termination.

(f) ENTIRE LIABILITY.

THIS SECTION 8 STATES THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO INFRINGEMENT OF PATENTS, TRADEMARKS, TRADE SECRETS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS BY THE PRODUCT, ANY PARTS THEREOF OR ANY RELATED DOCUMENTATION OR MATERIALS, AND SUPPLIER SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT.

9. EXCEPTIONS TO WARRANTY AND INDEMNIFICATION OBLIGATIONS; LIMITATIONS OF LIABILITY.

(a) Exceptions.

Supplier shall have no liability to Customer (or any other person) to the extent that any warranty claim, claim of infringement, or other breach of this Agreement is based upon: (i) any modifications to a Licensed Product other than by Supplier; (ii) use of Product in connection or in combination with equipment, devices, or software not provided by Supplier and such infringement would have been avoided by the use of the Product alone; or (iii) the use of the Product in breach of this Agreement or (iv) Customer's use of other than the current release of a Licensed Product, if such infringement could have been avoided by the use of such release and such release is provided to Customer hereunder. Supplier shall also have no liability to Customer (or any other person) to the extent that any alleged infringement or claim of infringement is based upon specifications or modifications requested by Customer.

(b) Limitation of Liability.

REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL SUPPLIER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PRODUCT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL SUPPLIER'S AGGREGATE LIABILITY FOR ANY ONE MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY RECEIVED BY SUPPLIER FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF SUCH MATTER, AND FOR ALL MATTERS, IN THE AGGREGATE, THE TOTAL AMOUNT ACTUALLY RECEIVED BY SUPPLIER FROM CUSTOMER UNDER THIS AGREEMENT.

9. OTHER AGREEMENTS.

(a) Publicity.

Customer and Supplier shall have the right to issue an initial press release describing the relationship created by this Agreement, subject to the other party's written consent. In the event either party fails to respond to the other party within five business days after receiving a request to review an initial press release, such non-responding party shall be deemed to have consented to the press release. Both parties will have the right and license to publicly refer to the relationship created by this Agreement and to use each other's names and/or trademarks in advertisements and public relations and marketing materials, subject to reasonable trademark usage guidelines.

(b) Non-solicitation.

During the term of this Agreement and for a period of 12 months after termination, absent Supplier's written approval, Customer shall not hire or solicit for employment, on behalf of itself or another party, any person employed by Supplier during such period; provided, however, that the foregoing shall not prohibit Customer from hiring any Supplier personnel who respond to a public job advertisement or other general, public solicitations such as a job fair, without active solicitation from Customer.

(c) Insurance.

Upon request, Supplier agrees to make available to Customer a certificate of insurance evidencing the liability insurance coverage maintained by Supplier as of the date of this Agreement. Supplier agrees to continue to keep and maintain insurance of at least the levels and coverage shown in such certificate during the term of this Agreement.

10. DEFINITIONS. As used in this Agreement:

"API" means the application program interface and related documentation that enable intercommunication between the Product and the other software.

"Confidential Information" means any proprietary information which is learned by one party about the other's business affairs, property, methods of operation, processing systems or other information which reasonably could be considered to have business or proprietary value or to be personal or otherwise confidential in nature, and the terms of this Agreement. Confidential Information shall include, as Confidential Information of Supplier, the organization and structure of the Product, including without limitation the application programming interface and the Source Code. Confidential Information excludes Customer User Information, which is addressed elsewhere.

"Customer Servers" means servers owned or operated by Customer.

"Customer Users" means Customers' employees, independent contractors, suppliers and customers who are given access to the Product provided such parties use the Product solely for Customer's Permitted Use.

"Documentation" means the written documentation accompanying the Product provided to Customer.

"Hosted Product" means a Product (described as such in the Product Schedule) provided to Customer pursuant to this Agreement where Supplier hosts the Product and makes it available as a service over a network. Customer does not receive Object Code for Hosted Products

"Licensed Product" means a Product (described as such in the Product Schedule) provided to Customer as Object Code.

"Object Code" means machine-executable programming instructions, substantially or entirely in binary form, which are intended to be directly executable by a computer after suitable processing and linking but without the intervening steps of compilation or assembly.

"Product" means Supplier's software products listed on the Product Schedule, including all updates thereto provided to Customer pursuant to this Agreement.

"Product Schedule" means the Product Schedule attached hereto as Exhibit A.

"Schedule" means a Product Schedule, Service Schedule or Service Level Agreement as attached hereto or entered into hereafter in accordance with Section 1.

"Service Level Agreement" or "SLA" means the means the Hosted Product Service Level Agreement attached hereto as Exhibit B.

"Source Code" means the human-readable form of the Product which, when compiled or interpreted, renders the executable version of the Product.

"Subsidiary" an entity means a corporation, company or other entity (A) more than seventy percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are; or (B) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than seventy percent (50%) of whose ownership interest (representing the right to make decisions for such corporation, company or other entity) is; in each of (A) and (B) now or hereafter, owned or controlled, directly or indirectly, by the entity in question, as the case may be, but such corporation, company or other entity shall be deemed to be a Subsidiary only so long as such control exists.

"Support Fees" means the fees for Support listed on the Product Schedule.

"Support Period" means the time period in which Supplier is obligated to provide Support.

"Support Schedule" means the means the Support Schedule attached hereto as Exhibit C.

"Support" has the meaning set forth in Section 1.

In addition to the above, the following terms are defined in the Product Schedule: Term, License Term, Maintenance Term, and Permitted Use.

11. GENERAL.

(a) Notices.

All notices, demands, requests or other communications that may be or are required to be given, served or sent by any party pursuant to this Agreement will be in writing, will reference this Agreement and shall be mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or sent by hand delivery, addressed as indicated below. Facsimile and email notices shall not be sufficient. Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice that is mailed, delivered or sent in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

(b) Export Control.

None of the Product or underlying information or technology may be exported or reexported (i) into (or to a national or resident of) Cuba, Libya, Sudan, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. Customer agrees that it will not ship, transfer or export the Product into any country or use the Product in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

(c) Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous written or verbal communications or representations regarding its subject matter.

(d) Assignment and Sublicense.

This Agreement and any license granted hereunder do not include the right to sublicense and Customer may not transfer or assign, by operation of law or otherwise, this Agreement or any license without the prior written consent of Supplier. Any attempted assignment in derogation hereof shall be null and void.

(e) Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its choice of law provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. The parties agree to exclusive personal jurisdiction and venue of the United States District Court for the District of Massachusetts (and any Massachusetts State court within that District) for that purpose. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

(f) Independent Contractors.

In making and performing this Agreement, Supplier and Customer act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, joint venture, or employer and employee relationship between Supplier and Customer.

IN WITNESS WHEREOF, each of Supplier and Customer have caused this Agreement to be duly executed and delivered as of ___________ (the “Effective Date”).

[NAME OF SUPPLIER]: [NAME OF CUSTOMER]

By:______________________________ By: ____________________________________

Name: Name:

Title: Title:

Address: Address:

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