Product: Clover License: Open Source License, 0.x, 1.x Issued: Sun Feb 13 2005 22:45:43 CST Expiry: Never Key: aae4c7035b1208e316fa6d684 Name: Scott Battaglia Org: JA-SIG Central Authentication Service Certificate: AAACCG+Ow8B7/zEbxOMqqKwwrdpP+a1COmJGHco7sCNLjHkHnajPF+dQW Ct12PMy0uml0s9xuus5wKngJ9OFk5PFeh01dzQF66bhXH1bvegLfvja3Kle6BYtDv4LZgE gk3E0aJN4IbgTn+TgUckSevXDR4KzK77NWJfrVzkxV3/JepYRA9UAbsXHiki9WjMIJfzoZ unjvtTFd/vTOcyirgfT/dTPrG9PAGAjH+e37E9Xf7HnRSrmxtrGX+wdaBOlZFUIIcVHKT2 IaGToLZnx7FvfE3rzyQCYtS+r0E+H61c+dANzySy5PEH2JEyL8M9JrwgYJSju1FWhxbXO2 Gb7y3Diufo80+HWz6xrGzl9IlXRseoXHki8rllk5taXqVv5G3UIsTFzbjjWUDlykn557C2 D4o9T0xQ/6dVFxak75o0MxP4aXGFMZNg/pCBH9DAU7/CKVKRBPAVx1PJ8vIy41MF4p9Mi1 qmELNvjn9K9fwpaeiUG9qT8B0pfq/tTAObG2sZf7B1mFbA3YwEqjhNqLdkoca5swrS0DI1 9OejIVIqjK+bvUZaqUDMxVX7fM6hwRvI9Wd+rwFG+X3wHYNPsZ+Cos8/BNPzIIoOh4SbTr 8vIqWUdPXM4HO26uAAVRKz6FknmwM/GQ7FyJBWgIXgXK51SLn+NcifxO8uywGewHzP00ki frTPmy0+GrikleWry6BdWkg76hjrjQBalNlSmasi9yp9J8qdzVYvQlOBjS5EKWsvsSpXGY MIdupkiv4a25aXsgdpGBy4GzcSUDioChq287HBBmYRIMVvp5OYbV3/+ERNhTlCQqb6Ck4g 891l1OJOEoMiDqcbDL8DNftlH4gybEE7zJXQRmmJKyw== License Agreement: CLOVER VERSION 1 (ONE) SOFTWARE LICENSE AGREEMENT 1. Licenses and Software Cortex eBusiness Pty Ltd, an Australian Proprietary Limited Company ("CENQUA") hereby grants to the purchaser (the "LICENSEE") a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Clover version 1 (one) software (the "Software"), including any minor upgrades thereof during the Term (hereinafter defined) up to, but not including the next major version of the Software. The licensee shall not, or knowingly allow others to, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or otherwise attempt to derive source code from the Software provided. And, in accordance with the terms and conditions of this Software License Agreement (the "Agreement"), the Software shall be used solely by the licensed users in accordance with the following edition specific conditions: a) Server Edition A Server Edition license entitles the Licensee to execute one instance of Clover Server Edition on one (1) machine for the purposes of instrumenting source code and generating reports. There are no limitations on the use of the instrumented source code or generated reports produced by Server Edition. b) Workstation Edition A Workstation Edition license entitles the licensee to use Clover Workstation Edition on one (1) machine by one (1) individual end user. Workstation Edition does not permit the generation of reports for distribution. c) Team Edition A Team Edition license entitles the licensee to use Clover Team edition on any number of machines solely by the licensed number of users. Reports generated by Clover Team Edition are strictly for use only by the licensed number of individual end users. 2. License Fee In exchange for the License(s), the Licensee shall pay to Cenqua a one-time, up front, non-refundable license fee. At the sole discretion of Cenqua this fee will be waived for non-commercial projects. Notwithstanding the Licensee's payment of the License Fee, Cenqua reserves the right to terminate the License if Cenqua discovers that the Licensee and/or the Licensee's use of the Software is in breach of this Agreement. 3. Proprietary Rights Cenqua will retain all right, title and interest in and to the Software, all copies thereof, and Cenqua website(s), software, and other intellectual property, including, but not limited to, ownership of all copyrights, look and feel, trademark rights, design rights, trade secret rights and any and all other intellectual property and other proprietary rights therein. The Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the trademarks, service marks, copyrights, trade names, symbols, logos or designations or other intellectual property rights owned or used by Cenqua. All technical manuals or other information provided by Cenqua to the Licensee shall be the sole property of Cenqua. 4. Term and Termination Subject to the other provisions hereof, this Agreement shall commence upon the Licensee's opting into this Agreement and continue until the Licensee discontinues use of the Software or the Agreement terminates automatically upon the Licensee's breach of any term or condition of this Agreement (the "Term"). Upon any such termination, the Licensee will delete the Software immediately. 5. Copying & Transfer The Licensee may copy the Software for back-up purposes only. The Licensee may not assign or otherwise transfer the Software to any third party. 6. Specific Disclaimer of Warranty and Limitation of Liability THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. CENQUA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CENQUA WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF CENQUA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Warranties and Representations Licensee Indemnification. CENQUA agrees to indemnify, defend and hold the Licensee harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from the Software or the use thereof infringing upon, misappropriating or violating any patents, copyrights, trademarks, or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement. CENQUA Indemnification. The Licensee warrants and represents that the Licensee's actions with regard to the Software will be in compliance with all applicable laws; and the Licensee agrees to indemnify, defend, and hold CENQUA harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from the Licensee's failure to observe the use restrictions set forth herein. 8. Publicity The Licensee grants permission for CENQUA to use Licensee's name solely in customer lists. CENQUA shall not, without prior consent in writing, use the Licensee's name, or that of its affiliates, in any form with the specific exception of customer lists. CENQUA agrees to remove Licensee's name from any and all materials within 7 days if notified by the Licensee in writing. 9. Governing Law This Agreement shall be governed by the laws of New South Wales, Australia. 10. Independent Contractors The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. 11. Assignment This Agreement is not assignable or transferable by the Licensee. CENQUA in its sole discretion may transfer a license to a third party at the written request of the Licensee. 12. Entire Agreement This Agreement constitutes the entire agreement between the parties concerning the Licensee's use of the Software. This Agreement supersedes any prior verbal understanding between the parties and any Licensee purchase order or other ordering document, regardless of whether such document is received by CENQUA before or after execution of this Agreement. This Agreement may be amended only in writing by CENQUA.