END USER LICENSE AGREEMENT

Whereas, LICENSOR _______________ hereinafter referred to as  ("LICENSOR") develops proprietary computer programs and sells use licenses for such proprietary  computer programs together with or apart from accompanying copyrighted material and documentation  and

Whereas, End User desires to obtain the benefits thereof and, in return for which, is willing to abide by  the obligations and fee agreements applicable to LICENSOR's use licenses in LICENSOR's proprietary  computer programs.

NOW THEN, for good and valuable consideration, including but not limited to license grant in  accordance with this Agreem[Portions Omitted - included In fully Licensed Version]agrees to sell End User materials representing LICENSOR's product or  products subject to the following terms and conditions:

ARTICLE I

EXCLUSIVE SOURCE

End User shall obtain all LICENSOR authorized product materials through LICENSOR or  LICENSOR's authorized Dealer and no other source.  LICENSOR author[Portions Omitted - included In fully Licensed Version]e, but are not limited to, manuals, license agreements and media upon which company's  proprietary computer programs are recorded, except for archival copies, as defined in  ARTICLE  III.    End User shall[Portions Omitted - included In fully Licensed Version]of any  of the materials furnished by  LICENSOR or LICENSOR's authorized Dealer, unless specifically  authorized to do so in writing signed by an officer of LICENSOR.

ARTICLE II

PROPRIETARY RIGHTS OF LICENSOR

End User agrees that LICENSOR retains exclusive ownership of the trademarks  represented  by its company name and logo and product names including but not limited to ______________,  and all of the documentation and  co[Portions Omitted - included In fully Licensed Version], and processes contained in   LICENSOR's computer program products or any modification or extraction thereof constitute  TRADE SECRETS OF LICENSOR and will be  safeguarded by End User, but in no event shall  End User exercise less than due[Portions Omitted - included In fully Licensed Version] Law, whichever operates to best protect the interests of LICENSOR.   End User shall not  copy, reproduce, re-manufacture or in any way duplicate all or any part of  LICENSOR p[Portions Omitted - included In fully Licensed Version]r in any other material provided by  LICENSOR in association with LICENSOR's  computer program products except as specified in  this Agreement and in accordance with the terms and conditions of this Agreement  which remain  in force.  End User agrees that unauthorized distributing, copying, dupl[Portions Omitted - included In fully Licensed Version]  provided by LICENSOR or the failure to protect such computer programs will  actually and  materially damage LICENSOR.  End User agrees that in the e[Portions Omitted - included In fully Licensed Version]nt, End User will be  liable for damages as may be determined by a court of competent  jurisdiction.

ARTICLE III

ARCHIVE COPIES

End User may make archival copies of those portions of LICENSOR's product(s) that are   provided on a machine readable media, provided [Portions Omitted - included In fully Licensed Version] copy is used at any time unless End User  has paid for multiple copy use as described in ARTICLE IV of this Agreement.

ARTICLE IV

SINGLE CPU

LICENSOR use licenses are applicable to a single microcomputer installation in the event  End  User intends to use a LICENSOR product or any part thereof on more than one  microcomputer, the license fee for each such [Portions Omitted - included In fully Licensed Version]dance with LICENSOR policy will apply.  In the event of simultaneous use, a  license  must be obtained for each instance of possible simultaneous execution.

ARTICLE V

ASSIGNMENT

In the event End User wishes to transfer the rights granted by this Agreement,  retaining  none thereby, a let[Portions Omitted - included In fully Licensed Version]be sent to  LICENSOR.  LICENSOR will then select the most appropriate method  for distribution of the transferred rights.

ARTICLE VI

LIMITED WARRANTY

LICENSOR warrants that all materials furnished by LICENSOR constitute an accurate   manufacture of LICENSOR products and will replace any such LICENSOR furnished material to  be thus defective, provided [Portions Omitted - included In fully Licensed Version]press or implied warranty of any kind with regard  to  performance or accuracy of data of any kind nor for any consequential damages resulting  therefrom whether through loss or  inaccuracy of data of any kind nor for any consequential  damages r[Portions Omitted - included In fully Licensed Version]arranty where a LICENSOR product has been subjected to physical abuse or used in  defective or  non-compatible equipment.  LICENSOR will not honor any warranty for which there  is no signed End User Agreement Acknowledgment on  file [Portions Omitted - included In fully Licensed Version]ices.  The products  provided are intended for commercial use only.

ARTICLE VII

UPDATES

LICENSOR may, from time to time, revise the performance of its products and in doing so,  incur NO  obligation to furnish[Portions Omitted - included In fully Licensed Version]revisions to its  Dealers.  Also, at LICENSOR's option,  LICENSOR may provide its dealers and End Users with a revision newsletter from time to time.  (No update or customer service or newsletter distribution will be provided unless[Portions Omitted - included In fully Licensed Version]er Agreement  Acknowledgment is on file at LICENSOR offices.)

ARTICLE VIII

CUSTOMER SUPPORT

It is LICENSOR's customary practice to provide reasonable assistance and support in the   use of its products to its customers th[Portions Omitted - included In fully Licensed Version]work.  End Users therefore are expected  to obtain customer service from  their Dealer.

ARTICLE IX

TERMINATION OF LICENSE

If any one or more of the provisions of this Agreement is breached, the license  granted by  this Agreement is hereby terminated. [Portions Omitted - included In fully Licensed Version]uch termination, all the  provisions of this Agreement which operate to protect the rights of LICENSOR shall continue in  force.

ARTICLE X

INJUNCTIVE RELIEF

It is understood and agreed that, notwithstanding any other provisions of this Agreement,   LICENSOR has the unequivocal right to [Portions Omitted - included In fully Licensed Version]rotect the proprietary  rights of LICENSOR.

ARTICLE XI

GOVERNING LAW

When signed in the United States, this Agreement shall be interpreted in accordance with the  laws  of the State of ____________.  When signed in any other  country, this agreement will be interpreted in accordance with International[Portions Omitted - included In fully Licensed Version]nder of this Agreement shall remain in binding effect.

ARTICLE XII

LEGAL FEES

In the event of legal action brought by either party, the [Portions Omitted - included In fully Licensed Version]tled to   reimbursement of legal fees as set by court action.

ARTICLE XIII

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes any  prior  agreements.  This Agreement may only be changed by mutual written consent.

ACKNOWLEDGEMENT

By signing and returning the Licensor End User Agreement Acknowledgment, the End User  hereby accepts all the terms and co[Portions Omitted - included In fully Licensed Version] that any use of LICENSOR products without the return of said  End User Agreement Acknowledgment will be considered a breach of contract, [Portions Omitted - included In fully Licensed Version]e unlawful and an unauthorized use of LICENSOR's trade secrets  and proprietary products.

SEPARATE CARD

By signing and returning the Licensor End User Agreement Acknowledgment, the End User  hereby accepts all the terms and c[Portions Omitted - included In fully Licensed Version]dgment will be considered a breach of contract, subject to  liquidated damages and otherwise unlawful and an unauthorized use of LICENSOR's trade secrets  and proprietary products.

End User Agreement Acknowledgment

Complete and return this card. Keep the End User Agreement in your files. The undersigned  End User of LICENSOR product material[Portions Omitted - included In fully Licensed Version]ser Agreement, the terms and conditions of which are hereby  incorporated in this card and acknowledged by this reference.

The undersigned hereby agrees that by signing this document he or she becomes a party to  said End User Agreement and agrees[Portions Omitted - included In fully Licensed Version]ns, and obligations  contained therein.

End User's Signature: ___________________ Date___________________

Product Name: ___________________

End User's Company Name: ___________________ Date___________________

Address: ___________________

City: ___________________State: ___________________

Country: ___________________Zip: ___________________

Place of Purchase___________________& Date___________________

___________________

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