Forms on a Disk

This Software License Agreement (the "Agreement") is made this ____ day of ______________, ______, between Forms On-A-Disk I, a Limited Partnership organized and existing under the laws of the State of Texas, with its principal office at 11551 Forest Central Drive, Suite 205, Dallas, Texas 75243 (hereinafter called "Licensor"), and ______________________, with its principal office at __________________________________________ (hereinafter called "Licensee").

WITNESSETH:

WHEREAS, Licensor has designed and developed proprietary computer software applications (the "Programs") and accompanying technical support materials (the "Documentation," which specifically excludes the source code, object code, or other program outlines), collectively referred to as the "System," for which it customarily grants licenses for use; and

WHEREAS, Licensee desires to obtain a non-exclusive license to use the selected System as specified on Licensor's Order Process under the terms and conditions set forth herein.

NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

License. For the valuable consideration paid, or to be paid, by the Licensee upon the conditions described below and in the amounts appearing on your Invoice, and in consideration of the mutual promises herein contained, Licensor hereby grants to the Licensee, and Licensee hereby accepts, a non-exclusive and non-transferable license (the "License") to use the System, subject to the terms and conditions of this Agreement.
Term. The term of this Agreement shall commence on the Delivery Date as indicated on your invoice, or the date Licensee receives said System, whichever is sooner (the "Term Start Date"), and shall exist as long as the License is in effect (the "Term"); provided, however, Licensor shall only be required to provide customer technical support as specified in Licensor's Technical Support Policy as referenced below in paragraph 8, Technical Support.
Right of Use. Licensor represents that it is the owner of the System and has the right to grant the License described by this Agreement under the terms and conditions contained herein. Licensee has, pursuant to the License, the right to install the System to one computer per license purchased, as specified in the Order Process, at the installation site (the "Authorized Site"). The System may only be utilized by one user on one computer for every installation purchased, unless otherwise specifically authorized by the terms and conditions of this Agreement or any amendment thereto. Licensee's designated user(s) has the right to use the System for the benefit of Licensee and its parent, subsidiary, or majority owned affiliated organizations in the ordinary course of business at the Authorized Site. Licensee will not provide or make available any part of the System in any form, or transfer any rights under this Agreement or any amendment thereto to any other person or entity without the prior written consent of Licensor. Title and ownership rights to the Programs, the specifications defined herein below, and any Documentation which may have at any time been provided to the Licensee or any of its agents, representatives, or employees, in connection with the installation, use, modification, or adaptation of the System, including any interface programs, shall remain with Licensor. All System enhancements, modifications, or adaptations created or written by Licensee utilizing its personnel shall remain the property of the Licensee. Licensee, however, shall not have the right to distribute said modified System without prior written consent from Licensor.
System Reproduction. Licensee agrees that it shall not copy or reproduce, nor cause, nor permit to be copied or reproduced, any part of the System. The Licensee will use reasonable precautions to prevent the unauthorized copying of all or part of the System, and agrees not to make available to any person other than employees and independent contractors of the Licensee who have a need to know, any portion, translation or copy of the System. In this connection, Licensee agrees that disclosure of the contents of the System to parties not in privity of contract with the Licensor will cause irreparable harm and damage to the Licensor. Licensee further agrees that Licensor, in the event of such disclosure, will have no adequate remedy at law available to Licensor to preclude the harm and damage that will result from such disclosure. Licensee therefore agrees that it will cooperate with Licensor and will consent to the granting of a Temporary Restraining Order, Temporary Injunction, and Permanent Injunction to preclude the unauthorized use of the System.
Payment of Fees and System Acceptance. The Licensee agrees to pay Licensor the fees and charges established on the Order Process, which specifies the System to which this license shall apply.
System Installation. Licensee's designated user at the Authorized Site shall perform installation of the System. Upon the successful installation of the System, the obligations of the Licensor pursuant to this Agreement shall be deemed fulfilled, except for those agreed on in Licensee's current and active technical support contract, if any.
Operational Failure. Licensee agrees that Licensor has made available to Licensee, prior to Licensee's purchase of the license for System, a recommended minimum system configuration specification ("Minimum System Configuration"), which specifies the minimum requirements for using the System. Licensor makes no warranties in regard to technical difficulties arising out of Licensee system configurations that do not meet or exceed the Minimum System Configuration. In the event the System does not successfully complete the installation procedure as established in paragraph 6 above, or if the System does not function according to the criteria established herein, the Licensor shall have the right for a period of ninety (90) days (the "Cure Period") to correct any errors or defects which preclude the System from installing or otherwise not operating in accordance with the criteria established herein. If, upon expiration of the cure period, the Licensee has not successfully installed the System, this Agreement will be null and void, and the Licensee shall be entitled to receive a refund of the fees and charges originally paid by the Licensee. Licensee is required to remove the System from its computers and return all related materials, if any, to Licensor prior to Licensor issuing the refund. Licensor shall not be required to refund any portion of the Original License Fee until it has received the System and all Documentation from the Licensee. If Licensor is required by the terms and conditions of this Agreement to make a refund of the Original License Fee, or so much of that as has been paid by the Licensee to the Licensor, such refund shall be made within thirty (30) days after the expiration of the Cure Period, the receipt of all copies of the Documentation or other materials of any kind or type provided by Licensor or Licensee as well as all programs or procedures developed by the Licensee from or utilizing any part of the System together with the receipt of a notice for refund ("Notice of Refund") issued in accordance with provisions of the Agreement.
Technical Support. Licensor has a complete Technical Support Policy document which can be found at Licensor's web site at http://support.formsonadisk.com/tech_support_policy.html. It is hereby acknowledged by Licensee that Licensee has read and understands Licensor's Technical Support Policy.
Software Uninstall/Transfer. The System can be uninstalled from an Authorized Workstation by completing the uninstallation procedure as described in the Documentation. Licensee may transfer the System to another person or entity provided Licensee uninstalls the System from Licensee's Authorized Workstation in accordance with the uninstall procedure as detailed in the Documentation, retains no copies of the System, the recipient agrees to the terms of this Agreement, and Licensee notifies Licensor in writing regarding said transfer. Any other method of removal of a license not in accordance with the uninstall procedures outlined in the Documentation will be invalid, and any reinstallation of said license will require the purchase of a new license.

INDEMNIFICATION: Licensor warrants that the System and related documentation do not infringe on any patents, copyrights or trademarks or constitute misappropriation of third party proprietary information. Licensor will defend, indemnify and hold Licensee harmless against any claim that the System infringes on or was created in whole or in part by violation of copyright, patent, trade secret or other intellectual property right, provided that: (a) Licensee promptly notifies Licensor of the claim; (b) Licensor has primary control of the defense provided that Licensee shall have full right to participate in the litigation and in all settlement negotiations. Licensee shall further have the right to settle any such claim without Licensor's approval solely on Licensee's own behalf under such claim, provided that any such settlement shall be non-binding upon Licensor and shall not in any manner prejudice Licensor's defenses to any claims by Licensee; and (c) Licensee provides Licensor with reasonable assistance, information and authority in the litigation.

IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Agreement to be effective as of the last date written below.