Expandable Software, Inc.####Software License Agreement####This Software License Agreement ('AGREEMENT') is entered into by and between Expandable Software, Inc. ('EXPANDABLE SOFTWARE, INC.') and _____________ ('LICENSEE').####1. DEFINITION: SOFTWARE shall mean each licensed data processing program and any licensed material related to the licensed programs such as, but not limited to, user manuals, operating guides and training aids. ####2. LICENSE: EXPANDABLE SOFTWARE, INC. owns the software programs titled EXPANDABLE ("SOFTWARE"). EXPANDABLE SOFTWARE, INC. agrees to license the SOFTWARE to LICENSEE under the terms and conditions below. Therefore, in consideration of the following terms and conditions, the parties agree:####3. TITLE: EXPANDABLE SOFTWARE, INC. retains the title and ownership to the original, and any copies of the SOFTWARE including copyrights, trade secrets, trademarks and business law rights therein.####4. UTILIZATION OF SOFTWARE: LICENSEE agrees that the SOFTWARE will be installed on the number of fileservers/CPU's and that the number of concurrent users will not be greater than the number specified on Exhibit A attached. LICENSEE may use the SOFTWARE on additional fileservers/CPU's and/or with additional concurrent users upon prior written notice to EXPANDABLE SOFTWARE, INC. and the payment of the appropriate license fees for these additional fileservers/CPU's and concurrent users. LICENSEE also agrees the SOFTWARE is licensed for use to process LICENSEE's data and that LICENSEE is prohibited from using the SOFTWARE in a timesharing or service bureau environment with other companies who are not licensed by EXPANDABLE SOFTWARE, INC.####5. TERM: This license continues in effect until terminated. LICENSEE may terminate this license only by returning to EXPANDABLE all originals, copies, modifications and merged portions of SOFTWARE and documentation, in any form. This license will also terminate if LICENSEE or EXPANDABLE SOFTWARE, INC. fails to comply with any term or condition of this AGREEMENT. LICENSEE agrees upon termination to return the SOFTWARE and documentation together with all copies, modifications, and merged portions in any form.####6. FEES: All payments due from LICENSEE to EXPANDABLE SOFTWARE, INC. for the SOFTWARE are set forth in Exhibit A. LICENSEE will pay or reimburse EXPANDABLE SOFTWARE, INC. for any local or state sales, use or property taxes assessed in connection with the license of SOFTWARE under this AGREEMENT or any services provided hereunder.####7. PROPRIETARY INFORMATION: EXPANDABLE SOFTWARE, INC. agrees that it will not, without LICENSEE's prior written consent, disclose to others any of LICENSEE's confidential information obtained in the course of providing the services set forth in this AGREEMENT. LICENSEE agrees to protect the SOFTWARE to the same extent that LICENSEE protects information proprietary or confidential to itself. LICENSEE further agrees not to disclose the SOFTWARE in whole or in part to others without the prior written approval of EXPANDABLE SOFTWARE, INC.####8. WARRANTY: EXPANDABLE SOFTWARE, INC. warrants that the SOFTWARE will operate as described in EXPANDABLE SOFTWARE, INC. II documentation. EXPANDABLE SOFTWARE, INC. further warrants that the SOFTWARE and any copyrights, trade secrets, trademarks, or business law right licensed herein or other provided in connection with this AGREEMENT do not infringe any rights of third parties. This warranty is in lieu of all other warranties expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.####9. LIMITATION OF LIABILITY: EXPANDABLE SOFTWARE, INC. will not be liable for any lost profits, or incidental or consequential damages, arising out of the use of or inability to use the SOFTWARE, even if EXPANDABLE SOFTWARE, INC. has been advised of the possibility of such damages. EXPANDABLE SOFTWARE, INC.'s liability to LICENSEE under this AGREEMENT is limited to the correction of defects within the SOFTWARE.####10. NON-ASSIGNMENT: Neither party shall assign nor transfer all or any part of their respective interests under this AGREEMENT without the prior written consent of the other party, which consent will not be unreasonably withheld.####11. GENERAL: LICENSEE may not sub-license, assign or transfer the license or SOFTWARE except as expressly provided in this AGREEMENT. Any attempt otherwise to sub-license, assign, or transfer the rights, duties or obligations of this AGREEMENT is prohibited.####12. PUBLICITY: EXPANDABLE SOFTWARE, INC. may list Licensee on the EXPANDABLE SOFTWARE, INC. website as a customer and shall be willing to provide the Licensee’s logo in appropriate format to EXPANDABLE SOFTWARE, INC if so requested. In addition, LICENSEE agrees to reasonably consider cooperating with EXPANDABLE SOFTWARE, INC. from time to time in connection with serving as a customer reference, providing testimonials for the SOFTWARE; and issuing press releases relating to the relationship between LICENSEE and EXPANDABLE SOFTWARE, INC.####13. GOVERNING LAW: This AGREEMENT will be governed by the laws of the State of California.####14. EXHIBITS: This AGREEMENT includes Exhibit A "Implementation Plan and Payment Schedule".####EXPANDABLE SOFTWARE, INC. AND LICENSEE ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, EXPANDABLE SOFTWARE, INC. AND LICENSEE AGREE THAT THIS AGREEMENT, INCLUDING ANY AMENDMENTS, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.######Expandable Software, Inc.##Software Maintenance Agreement may also apply contact Expndable Software.
