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LICENSEE ORIENTED SOFTWARE LICENSE AGREEMENT



This Licensee Oriented Software License Agreement (the Agreement) is made and effective [DATE],


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

  [YOUR COMPLETE ADDRESS]


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

  [COMPLETE ADDRESS]


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


LICENSE

Software License
Licensor hereby grants to Licensee a perpetual, irrevocable, non-exclusive license (the "License") to use the program supplied hereunder (the "Program") and other materials related thereto (the "Documentation", which collectively with the Program is referred to herein as the "Software"), subject to the terms and conditions hereinafter set forth in this Agreement and the schedules annexed to this Agreement (the "Schedules'').

License Fee and Payment
As consideration for the License, Licensee will pay Licensor the amounts set forth in Schedule A annexed hereto pursuant to the terms stated therein.


LICENSED SOFTWARE

The Program
The Program will consist of the modules or components, will perform the functions and will comply with the proposals and specifications identified or set forth on Schedule B annexed hereto. Licensor is required to deliver to Licensee the number of copies of the Program specified in Schedule B, which shall be contained on machine-readable media which can be read by the hardware on which the Program is to be run (the "Hardware"), as specified in Schedule C annexed hereto. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Program as it may deem necessary.

Documentation
The Documentation will consist of any and all operator's and user's manuals, training materials, guides, commentary, listings and other materials for use in conjunction with the Program, as set forth in Schedule B. Licensor is required to deliver to Licensee the number of copies of said Documentation as specified in Schedule B. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Documentation as it may deem necessary.

Source Code
The Program is deemed to include: its source code form; a compiler, or similar computer program which can convert the source code into the object code form of the Program; and the Documentation is deemed to include all relevant commentary, including explanation, flow charts, algorithm and subroutine descriptions, memory and overlay maps and other documentation of the source code ("Commentary"). Licensor is required to deliver to Licensee with the object code, the number of copies of the complete source code and compiler contained on machine readable media which can be read by the Hardware as is specified in Schedule B, as well as the number of copies of the complete listing of the source code and Commentary as specified in Schedule B. Licensee will have the right, as part of the License, to make as many additional machine readable or other copies of the source code, the listing thereof and Commentary for its own use as it may deem necessary. In the event of the dissolution, bankruptcy or insolvency of Licensor, Licensee shall own its copies of the Software.

Source Code Escrow
No later than the time of Licensor's delivery of the Program and Documentation to Licensee, as specified below, Licensor shall place in escrow a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant Commentary, of said copy of the source code, a listing thereof and Commentary to the Escrow Agent under the Software Deposit Agreement. If Licensor corrects any defects in, or provides any revision to, the Program under Section 7.2 hereof, or under any software maintenance agreement, Licensor shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the Program, a revised listing thereof, and revised Commentary.


OPERATING ENVIRONMENT AND MODIFICATIONS

Operating Environment
The Program, and each module or component and function thereof, will be capable of operating fully and correctly on the Hardware and the operating system specified in Schedule C. The computer programming language in which the Program, as delivered, will be written, and any compiler or other computer program which, in addition to the operating system, must be present in order for the Program to function fully, are also specified in Schedule C. Unless expressly indicated in Schedule C, the addition or connection of other computer equipment to the Hardware will not adversely affect performance of the Program. The Documentation will in all cases be fully applicable to use of the Program on the Hardware and in conjunction with the operating system or other required programs set forth in Schedule C, if any, and will identify and reflect any particular features of any of same which may affect the normal use and operation of the Program.

Conversion
Licensor represents that the Program and Documentation are currently fully operational and being used on the configuration of Hardware and operating system and other required computer programs, if any, specified in Schedule C. After execution of this Agreement, Licensor shall promptly make any modifications to the Software called for by Schedule D annexed hereto and convert the program to run on the Hardware and operating system, and the program shall be written in the computer language specified in Schedule C.

Custom Modifications
Licensor shall make certain modifications to the Software, prior to delivery of same to Licensee, as specified in Schedule D. The Program and Documentation shall be deemed to include all such modifications for all purposes hereunder. The total separate charge for such modifications shall be payable as set forth in Schedule A. In the event the Software as modified hereunder is accepted, then Licensee shall be deemed the owner of such modifications and Licensor shall not distribute the Software with such modifications to any other party unless it first agrees to pay Licensee a reasonable royalty, pursuant to such other reasonable terms as the parties may agree upon.


DELIVERY AND INSTALLATION

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 set forth in Schedule E (the "Site"), the required number of copies of the object code form of the Program, together with the required number of copies of the source code, compiler, Commentary, listings and other Documentation. Upon at least [NUMBER] days notice to Licensor, Licensee may, at no cost, postpone the delivery of the Software 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 and all risk of loss, including any insurance costs. If Licensor fails to make timely delivery of the Software as provided above, then Licensee may elect to cancel this Agreement and Licensor shall immediately refund all sums previously paid to it by Licensee hereunder.

Program Installation and Acceptance
Licensee shall install the Program on the Hardware as specified in Schedules C and E annexed hereto. Licensee shall conduct all of its own testing procedures on the Program as set forth in Schedule F annexed hereto. The successful completion of Licensee acceptance testing will be deemed Licensee's acceptance of the Program. In the event that the Program fails to pass any of the Licensee testing procedures, or fails to function properly or in conformity with the description, specifications and Documentation set forth in Schedule B, then Licensor will have [NUMBER] days in which to correct such defect and cause the Program to successfully pass all such tests or function as aforesaid, failing which Licensee may elect to cancel this Agreement and Licensor shall immediately refund all sums previously paid to it by Licensee hereunder.


SCOPE OF USE

Site License
Licensee will use the Program only at the Site identified in Schedule E. Notwithstanding, Licensee may, at any time, without prior notice to or consent of Licensor, transfer the Program to any other location of Licensee, its affiliates or subsidiaries or other entities owned or controlled by Licensee (collectively, "Licensee"). Licensee shall thereafter promptly give Licensor notice of such new location.

Multiple Use Option
Licensee will have the option to extend the License to include simultaneous use of the Program at additional Sites (as defined above) within Licensee, which it may exercise in its sole discretion at any time and from time to time by tendering to Licensor payment pursuant to Schedule E for each additional Site at which the Program will be so used, together with a notice identifying such additional location.


TRAINING

The License Fee set forth in Schedule A shall include all costs for the training of Licensee's employees on the use and operation of the Program on the Hardware as specified in Schedule G annexed hereto
including instruction in any necessary conversion of Licensee's data for such use.





RIGHTS AND OBLIGATIONS

Licensor's Warranties
Licensor hereby warrants and represents to Licensee as follows:

Ownership: Licensor is the owner of the Software or otherwise has the right to grant to Licensee the License without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by Licensor;

Business Requirements: Licensor is fully aware of Licensee's business requirements and intended uses for the Software, including any set forth in Schedule B, and the Software shall satisfy such requirements in all material respects, is fit for such intended uses and will operate on the Hardware;

Warranty Period: For a period of [NUMBER] year from the date of Licensee's acceptance of the Program, as specified above (the "Warranty Period") and for the term of any Software Maintenance Contract, the Program shall (i) be free from defects in material and workmanship under normal use and remain in good working order, and (ii) function properly and in conformity with the warranties herein and in accordance with this Agreement and with the description, specifications and Documentation set forth in Schedule B and on the Hardware and system software and other software set forth in Schedules C and E including updates or new releases to such Hardware, system software and other software, and interface with other programs as required by Schedule B, and the Documentation shall completely and accurately reflect the operation of the Program;

Response Time: During the Warranty Period, and for the term of any Software Maintenance Contract, with respect to each on-line transaction, the Program, in conjunction with the Hardware, shall receive, process and respond in the time frame set forth in Schedule H annexed hereto, measured from the time the transaction is completely keyed into a terminal until the appropriate Program response appears on the terminal;

Capacity: During the Warranty Period and for the term of any Software Maintenance Contract, the Program, in conjunction with the Hardware, can maintain, use, update, and otherwise process the number of transactions as set forth in Schedule H, without adversely affecting its response time or other performance;

Reliability: During the Warranty Period and for the term of any Software Maintenance Contract, the Program, in conjunction with the Hardware can maintain the uptime or reliability standards set forth in Schedule H;

Remedies for Breach of Software Warranties: In the event that the Program does not meet the above warranties, Licensor shall provide at no charge during the Warranty Period or the term of any Software Maintenance Contract, the necessary software and services required to attain the levels or standards set forth in said warranties;

Service and Maintenance: Licensor warrants that each of its employees or subcontractors assigned to perform any work hereunder, and under any Software Maintenance Contract, shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be so performed;

Service Warranty: For the Warranty Period and the term of any Software Maintenance Contract, Licensor warrants that it shall maintain the Software in good working order, keep it free from defects in material and workmanship, and remedy any failure of the Software to perform in accordance with this Agreement, including the warranties set forth herein, the Schedules, or which impairs Licensee's use thereof, or any other malfunction, defect or non-conformity in the Software, which shall be provided as follows: Licensor agrees to respond to any request for service due to a failure, malfunction, defect or non conformity by telephone response by a qualified and knowledgeable representative within [NUMBER] hours of receipt of such request and such representative shall render continuous effort, via telecommunications, to remedy the failure, malfunction, defect or non-conformity. If such failure, malfunction, defect or non-conformity cannot be remedied by such means within [NUMBER] hours of receipt of such request, Licensor shall immediately send at least one qualified and knowledgeable representative to Licensee's Site and said representative(s) will furnish continuous effort to remedy the failure, malfunction, defect or non-conformity.

Software Maintenance

During the Warranty Period and for the term of any Software Maintenance Contract, Licensor shall promptly notify Licensee of any defects or malfunctions in the Program or Documentation which it learns from any source. Licensor shall promptly correct any material defects or malfunctions in the Program or Documentation discovered during such Warranty Period and the term of any Software Maintenance Contract and provide Licensee with corrected copies of same, without additional charge. Licensor's obligation hereunder will not be deemed to affect any other liability which it may have to Licensee.

Licensor shall provide to Licensee, without additional charge, copies of the Program and Documentation revised to reflect any enhancements to the Software made by Licensor during the Warranty Period and the term of any Software Maintenance Contract. Such enhancements will be deemed to include all modifications to the Software which increase the speed, efficiency or ease of operation of the Software, or add additional capabilities to or otherwise improve the functions of the Software.

Additional Support
During the Warranty Period and for the term of any Software Maintenance Contract, Licensor shall provide to Licensee, without additional charge, all reasonably necessary telephone or written
consultation requested by Licensee in connection with its use and operation of the Software or any problems therewith. Telephone consultation shall be requested and provided only during Licensor's
normal business hours and Licensee shall pay all long distance telephone charges.

Software Maintenance Contract and Renewal Option
After expiration of the Warranty Period, if Licensee elects, Licensor shall provide maintenance, additional support and enhancements in connection with the Software, pursuant to the terms of the
Software Maintenance Contract set forth in Schedule I annexed hereto. The initial one-year maintenance fee is as set forth in Schedule A. Licensor grants to Licensee the option to renew for [NUMBER] year terms after the initial one-year term, for a fee to be negotiated annually by Licensee and Licensor, but in no event exceeding the fee charged for the preceding year by more than [%]. As part of the Software Maintenance Contract, Licensor shall make available to Licensee updates and enhancements to the Software which Licensor has installed at its other customers' locations. For each update or enhancement, Licensor warrants and represents that the installation of such update or enhancement shall not give rise to any additional costs and the installation of the update or enhancement shall not adversely affect the Software performance as warranted herein. Licensee shall have the right to refuse to utilize any such update or enhancement, and such refusal shall not relieve Licensor of its obligations for support, warranty and maintenance of the Software. Any additional services during the Warranty Period or the term of any Software Maintenance Contract shall be provided upon Licensee's request at Licensor's standard time and materials rates.

Licensee Modifications
Licensee will have the right, in its own discretion, to independently modify the Software for its own use, through the services of its own employees or of independent contractors, provided that same agree not to disclose any part of the Software or otherwise violate Licensor's proprietary rights. Such modifications, if approved by Licensor, shall not affect Licensor's warranty or maintenance obligations hereunder. Licensee shall be deemed to be the owner of any such modifications which shall be deemed confidential information of Licensee, provided that Licensee will not be deemed to have obtained any right thereby to distribute the Program. Licensor shall not incorporate any such modifications into its software for distribution to third parties unless it first agrees to pay Licensee a reasonable royalty, pursuant to such reasonable terms as the parties may agree upon.

Indemnity
Licensor, at its own expense, shall indemnify and hold harmless Licensee, its subsidiaries, affiliates or assignees, and their directors, officers, employees and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys' fees, to the extent that it is based upon a claim that the Software used hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party. Licensee may, at its own expense, assist in such defense if it so chooses, provided that, as long as Licensor can demonstrate sufficient financial resources, Licensor shall control such defense and all negotiations relative to the settlement of any such claim. Licensee shall promptly provide Licensor with written notice of any claim which Licensee believes falls within the scope of this paragraph. In the event that the Software or any portion thereof is held to constitute an infringement and its use is enjoined, Licensor shall have the obligation to, at its expense, (i) modify the infringing Software without impairing in any material respect the functionality or performance, so that it is non-infringing, (ii) procure for Licensee the right to continue to use the infringing Software, or (iii) replace said Software with equally suitable, non-infringing software. If none of the foregoing alternatives are available to Licensor, Licensee shall receive a repayment of all monies paid to Licensor, and Licensor shall accept return of the Software at its expense, once Licensee has arranged for the continuation of the functions performed thereby. Licensor agrees to indemnify Licensee for any liability or expense due to claims for personal injury or property damage (i) arising out o the furnishing or performance of the Software or the services provided hereunder or (ii) arising out of the fault or negligence of Licensor.


CONFIDENTIALITY AND PROPRIETARY RIGHTS

Confidentiality
Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation will survive the cancellation or other termination of this Agreement.

Publicity
Licensor shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers, without the prior written consent of Licensee. This obligation will survive the cancellation or other termination of this Agreement.

Licensor's Proprietary Notices
Licensee agrees that any copies of the Program or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not disclose or distribute same to any third party without Licensor's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Licensee may add its own copyright or other proprietary notice to any copy of the Program or Documentation which contains modifications to which Licensee has ownership rights pursuant to this Agreement.


MOST FAVORED CUSTOMER

Licensor agrees to treat Licensee as its most favored customer. Licensor represents that all of the prices, warranties, benefits and other terms being provided hereunder are equivalent to or better than the terms
being offered by Licensor to its current customers. If Licensor enters into an agreement with any other customer providing such customer with more favorable terms, then this Agreement will be deemed
appropriately amended to provide such terms to Licensee. Licensor shall promptly provide Licensee with any refund or credits thereby created.


ASSIGNMENT

Licensee may assign this agreement to any subsidiary or affiliate or entity owned or controlled by Licensee without regard to the jurisdiction of incorporation of said subsidiary, affiliate or entity, or as part of the sale of that part of its business which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without Licensor's consent, upon notice to Licensor. Licensor shall not assign this Agreement without Licensee's prior written consent, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder, shall be deemed to have all of the rights and obligations of the assigning party set forth in this Agreement. It is understood that no assignment shall release the assigning party from any of its obligations hereunder.


NOTICES

All notices required or permitted to be given by one party to the other under this Agreement will be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses first set forth above or to such other address as the party to receive the notice has designated by notice to the other party pursuant to this paragraph.


GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the [State/Province] of [STATE/PROVINCE]. 


CONSENT TO JURISDICTION, VENUE AND SERVICE

Licensor consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of [STATE/PROVINCE], and Licensor consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts.


SEVERABILITY

If any provision of this Agreement or any Schedule attached hereto is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of this Agreement and the Schedules will not
be impaired thereby.


NO WAIVER

The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.


COMPLETE AGREEMENT

The terms and conditions of the Schedules attached hereto, including any additional terms and conditions set forth in Schedule J annexed hereto, are incorporated into this Agreement by this reference
and shall constitute part of this Agreement as if fully set forth herein. In the event of a conflict between the terms of this Agreement and any Schedule, the terms of the Schedule shall control. This Agreement,
including the Schedules attached hereto, sets forth the entire understanding of the parties as to the Software described in Schedule A and may not be modified except in a writing executed by both parties.


REMEDIES

The rights and remedies of Licensee set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it in law or in equity.


IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.



LICENSOR            LICENSEE



                          
Authorized Signature  Authorized Signature

                          
Print Name and Title  Print Name and Title

SCHEDULE A
FEES AND PAYMENT TERMS
SCHEDULE B
SOFTWARE DESCRIPTION
SCHEDULE C
HARDWARE AND OPERATING SYSTEM
SCHEDULE D
MODIFICATIONS TO SOFTWARE
SCHEDULE E
THE SITE
SCHEDULE F
TESTING PROCEDURES
SCHEDULE G
TRAINING TO EMPLOYEES
SCHEDULE H
DEVELOPMENT TIMEFRAME
SCHEDULE I
SOFTWARE MAINTENANCE CONTRACT



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