Softwarelizenzvertrag / END-USER SOFTWARE LICENSE AGREEMENT

END-USER SOFTWARE LICENSE AGREEMENT

This End-User Software License Agreement (the “Agreement�) is made and effective [DATE],

BETWEEN: [LICENSOR NAME] (the "Licensor"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

AND: [LICENSEE NAME] (the "Licensee"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:

RECITALS

WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the "Products") and desires to grant Licensee a license to use the Software.

WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:

1. DEFINITIONS

The following definitions shall apply to this Agreement:

"Software" means the computer programs and documentation listed in Schedule A attached to this Agreement.

"Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device.

"Derivative Works" means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.

"Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.

"Territory" means [SPECIFY TERRITORY]

2. SOFTWARE LICENSE

[PERPETUAL LICENSE]

Licensor hereby grants to Licensee a perpetual, non-exclusive license to use the Software and Documentation (collectively, the "Software System"), subject to the terms and conditions hereinafter set forth. This License is effective when executed by both parties and the license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.

OR

[TERM OF YEARS]

This License is effective when executed by both parties and will last for a term of [NUMBER] years. [OPTIONAL:] Thereafter, this License shall automatically be renewed for successive [NUMBER] year terms unless Licensee gives Licensor written notice at least [NUMBER] days before the day on which the license or renewal would expire of its intention not to renew this License.

(AND)

[SINGLE USER/CPU LICENSE]

Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on one single user computer in its possession, provided the Software is in use on only one computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM or other storage device. If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than [%] of the time, then that person may also use the Software on a portable or home computer.

OR

[MULTIPLE STANDALONE COMPUTERS]

Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on up to [NUMBER] of single-user computers in its possession.

OR

[SITE LICENSE]

Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on any computer located at [FULL ADDRESS], provided such computers cannot be accessed from outside the site by a telecommunications network or otherwise.

OR

[NETWORK LICENSE]

Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on the Local Area Network currently operating at the following site: [ADDRESS], provided the total number of users who have access to the Software at any time does not exceed [NUMBER].

3. LICENSE FEE

As consideration for the perpetual license to use the Software System granted to Licensee herein, Licensee shall pay to Licensor the total sum of [AMOUNT], pursuant to the Payment Schedule set forth in Schedule C.

4. LICENSEE’S RIGHTS AND OBLIGATIONS

Licensee may either:

A. Make one copy of the Software solely for backup or archival purposes, or

B. Transfer the Software to a single hard disk, provided Licensee keep the original solely for backup or archival purposes.

The Software and Documentation are protected by [COUNTRY] copyright laws and international treaties. Licensee must treat the Software and Documentation like any other copyrighted material – for example a book. Licensee may not:

A. Copy the Documentation

B. Copy the Software except to make archival or backup copies as provided above

C. Modify or adapt the Software or merge it into another program

D. Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software

E. Place the Software onto a server so that it is accessible via a pubic network such as the Internet

F. Sublicense, rent, lease or lend any portion of the Software or Documentation.

5. LIMITED WARRANTY

Licensor warrants that for a period of [NUMBER] of days after delivery of the Software to Licensee:

A. The physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use, and

B. The Software will perform in substantial accordance with the Documentation.

To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHERWARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether Licensor knows or had reason to know of Licensee particular needs. No employee, agent, or distributor of Licensor is authorized to modify this warranty, nor to make any additional warranties.

6. LIMITED REMEDY

Licensor entire liability and Licensee exclusive remedy shall be:

A. The replacement of any CD-ROM(s) or other media not meeting the Limited Warranty which is returned to Licensor or to an authorized Dealer or Distributor with a copy of Licensee’s receipt, or

B. If Licensor or an authorized Dealer or Distributor are unable to deliver a replacement CD-ROM(s) or other media that is free of defects in materials or workmanship, Licensee may terminate this Agreement by returning the Software and Documentation and Licensee’s money will be refunded.

IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

7. REPRESENTATIONS AND WARRANTIES

Licensor hereby represents and warrants to Licensee that:

A. Licensor is the owner of all right, title and interest, including copyright, in all the Licensed Materials, or has the authority to enter into this Agreement on behalf of the owner.

B. Licensor has not granted any rights or licenses to the Licensed Materials that would conflict with Licensor's obligations under this Agreement.

C. Licensor is fully aware of Licensee's business requirements and intended uses for the Software and the Software shall satisfy such requirements and is fit for such intended uses.

D. Licensor will not enter into any agreement with any third party which would affect Licensee's rights under this Agreement, or bind Licensee to any third party, without Licensee's prior written consent.

E. Licensee's use of the Licensed Materials as authorized by this Agreement will not infringe any existing copyright, trade secret, patent or trademark rights of any third party.

8. TERMINATION

Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement or if Licensee becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and remains effective until terminated. Licensee may terminate it at any time by destroying all copies of the Software and Documentation in its possession. It will also automatically terminate if Licensee fails to comply with any term or condition of this License Agreement.

9. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION

Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.

10. TITLE TO SOFTWARE

Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

11. MODIFICATION AND ENHANCEMENTS

Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.

12. THE SOFTWARE

The Software shall consist of the modules or components, shall perform the functions and shall comply with the proposals and specifications, identified or set forth on Schedule A, annexed hereto. Each Software module or component, specification and proposal included or referred to in Schedule A is expressly incorporated by reference herein.

13. DOCUMENTATION

The Documentation shall consist of all operator and user manuals, training materials, guides, listings, specifications, and other materials for use in conjunction with the Software, as set forth in Schedule B, annexed hereto. Licensor shall deliver to Licensee, as specified below, [NUMBER] complete copies of the Documentation set forth in Schedule B. Licensee shall have the right, as part of the license granted herein, to make as many additional copies of the Documentation for its own use as it may determine.

14. SOURCE CODE

The Software shall include its Source Code form (the "Source Code"), and all relevant explanations and documentation of the Source Code (collectively, "Commentary"). Licensor is required to deliver to Licensee, [NUMBER] copies of the complete Source Code contained on machine-readable media and a complete listing of the Source Code and Commentary.

15. OPERATING ENVIRONMENT

The Software, and each module or component and function thereof, shall be capable of operating fully and correctly on the combination of computer equipment ("Hardware") the programming language and the Operating System specified in Schedule D, annexed hereto.

16. DELIVERY

Within [NUMBER] days of the execution of this Agreement by Licensor, and upon no less than [NUMBER] days' prior notice to Licensee, Licensor shall deliver to Licensee's premises, located at [ADDRESS] (the "Site"), the required number of copies of the Software together with the required number of copies of the Documentation. Upon at least [NUMBER] days' notice to Licensor, Licensee may postpone the delivery of the Software System to a mutually agreed-upon date no more than [NUMBER] days thereafter. Licensor shall bear all freight, shipping and handling costs for such delivery of the Software System and all risk of loss, including any insurance costs.

17. SOFTWARE INSTALLATION AND ACCEPTANCE

Promptly after delivery of the Software System to the Site, Licensor shall install the Software on the Hardware. Licensor shall successfully conduct all of its own testing procedures on the Software. Thereafter, upon reasonable advance notice to and in the presence of representatives of Licensee, Licensor shall conduct the acceptance testing procedure specified in Schedule E, annexed hereto, using a sample of data supplied by Licensee and converted and entered on the Hardware by Licensor at its sole cost. Upon successful completion of every element of the acceptance testing procedure set forth in Schedule E, Licensee shall execute a written notice of acceptance of the Software. In the event that the Software fails to pass any of Licensor's testing procedures or the acceptance

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