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SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT This SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT ("Agreement"), effective __________-(Licensor).

XXX and Licensor are each a Party, and together are Parties, to this Agreement. WHEREAS, Licensor has developed certain software that has relevance for XXX. WHEREAS, XXX wishes to license the software and obtain certain services from Licensor under the terms and conditions set forth below; and WHEREAS, Licensor wishes to license its software, the associated documentation and provide certain services to XXX under the terms and conditions set forth below. NOW THEREFORE, the Parties mutually agree as follows:

1. DEFINITIONS 1.1. Acceptance or Accepted shall mean that Licensors Product is verified in writing by XXX as operating in accordance with all applicable Specifications. "Acceptance Date" the date on which XXX has verified Licensor's Product, according to the Acceptance Tests. Acceptance Tests shall mean the test methodology or criteria for determining Acceptance of any Licensor Deliverable to fulfill __________as described in Exhibit B subject to any change thereto effected by a Change Order. Affiliates shall mean a corporation, company, or other entity which: (i) is under the Control of either of the Parties; or (ii) has Control of either of the Parties; or (iii) is under common Control with either of the Parties. For this purpose Control means that more than fifty percent (50%) of the controlled entitys shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. Change Order shall mean a document signed by both parties recording any changes to the Specifications that have been mutually agreed upon by the parties. Such agreement shall not be unreasonably blocked by either Party. Confidential Information shall mean the terms and conditions of this Agreement and any and all information that is disclosed under this Agreement (i) in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent, or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by one Party (Disclosing Party) to another Party (Receiving Party). Confidential Information includes the business plans, market projections, marketing plans, price data and similar proprietary information of the parties, as well as the terms of this Agreement. "Contractor" shall mean an entity, which does development and/or integration for the ____________, under an agreement with XXX.

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Customer(s)" shall mean those XXX customers who acquire the Licensors Product or the Product(s) for the purpose of ___________for subsequent marketing, resale or distribution, either directly or indirectly, through distributors, agents or resellers, of those devices to their customers. Deliverable(s) shall mean the deliverable(s) identified in Exhibit A that one Party must provide the other Party, including but not limited to Licensors Product, Documentation, development tools, Services, and technical information. "Demo Version" means Licensor's Products explicitly indicated and marked as Demo Version by Licensor, which are not acquired yet by XXX and/or Customers and are used for demo purposes solely. "Derivative Work" means a work that is based on one or more pre-existing works, such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which such pre-existing work may be recast, transformed, or adapted, and, if prepared without authorization of the copyright owner of such pre-existing work, would constitute a copyright infringement. For purposes of this Agreement, a Derivative Work includes a compilation that incorporates such preexisting work. "Documentation" shall mean the user's guide, compilation instructions, and requirements including documents, manuals and computer-readable files, regarding the installation, use, operations, functionality, troubleshooting, specifications and other technical information sufficient to use the Deliverables in the performance of their obligations as provided herein. Documentation may be delivered in any form mutually agreed upon, including without limitation paper copies or electronic form. "Enhancement" shall mean any material change or addition to the utility, performance, efficiency, or functionality, or application of the Licensors Product or associated Documentation by changes in system design or coding that has no value apart from its operation as part of the Licensors Product and that is not simply the correction of an error. Final Acceptance means a version of the Licensors Product that is Accepted by XXX for use in production of commercially-released XXX Product(s). Intellectual Property Rights shall mean any and all now known or hereafter known tangible and intangible: (a) right associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; (b) trademarks and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms, and other intellectual or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (e) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in the foregoing). "Licensor's Product" shall mean Licensor's computer programs, in Object Code, ordered by XXX pursuant to this Agreement, meeting the Specifications and described in

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Exhibit A, together with associated Documentation, Enhancements, Updates and Upgrades which are delivered to XXX by Licensor under this Agreement. 1.17. Object Code shall mean computer-programming code in machine-readable form, which may be provided substantially or entirely in binary form and directly executable by a computer after processing or linking. Open Source Software any software that is licensed under Open License Terms. Open License Terms shall mean terms in any license that require as a condition of use, modification or distribution of a work (i) the making available of Source Code or other materials preferred for modification, or (ii) the granting of permission for creating derivative works, or (iii) the reproduction of certain notices or license terms in derivative works or accompanying documentation, or (iv) the granting of a royalty-free license to any party under Intellectual Property Rights, regarding the work or any work that contains, is combined with, requires or otherwise is based on the work. Payment shall mean XXX issuing a Purchase Order (PO) for the amount due to Licensor based upon which Licensor is entitled to send an invoice. Product(s)" shall mean the XXX ______that may be combined or bundled with the Licensors Product. Productization shall mean Services of Licensor until Acceptance of Licensors Product. "Release" shall mean any collection of Enhancements or Updates to Licensors Product that Licensor generally makes available to Licensor's customers of the Licensors Product. Services shall mean the services and work Licensor will provide XXX pursuant to this Agreement (including, but not limited to Section 8) and as set forth in Exhibit D. Source Code shall mean software in the form of human readable computer programming code. Specifications shall mean the technical and functional specifications of the Licensor's Product as set forth in Exhibit B. Update" shall mean any change or addition to the Licensor's Product or Documentation, that correct errors in the Licensor's Product or Documentation, supports new releases of the operating systems with which the Licensor's Product is designed to operate, supports new input/output ("I/O") devices, or provides other updates or corrections to the Licensor's Product. Once an Update is incorporated into the Licensor's Product or Documentation, it will be considered part of the Licensor's Product. "Upgrade" shall mean any modification or revision to the Licensor's Product made by Licensor that is more significant than an Update . Once an Upgrade is incorporated into the Licensor's Product or Documentation, it will be considered part of the Licensor's Product.

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2. GRANT OF LICENSE TO LICENSOR'S PRODUCT 2.1. Use of Licensor's Product. Licensor grants to XXX, subject to the terms and conditions of this Agreement, a perpetual, worldwide, non-exclusive, Royalty-bearing license under Licensors Intellectual Property Rights to (i) use, make (or have made), demonstrate (or have demonstrated), market (or have marketed), offer for sale (or have offered for sale), sell (or have sold), license (or have licensed), or other wise distribute (or have distributed) the Licensor's Product integrated with the Product; (ii) reproduce (or have reproduced) the Licensor's Product in Object Code as necessary to carry out the foregoing rights; and (iii) grant sublicenses to Customers to (a) use and reproduce the Licensor's Product, in Object Code only, to integrate the Licensor's Product with the Customers devices; (b) reproduce and distribute copies of the Licensor's Product, in Object Code only, as integrated with the Customers devices; and (c) grant royalty-free sublicenses to customers of Customers to use the Licensor's Product solely as integrated with the Customers devices. Restrictions. Except as explicitly provided in this Agreement or contemplated for the use of the license granted under this Agreement, XXX shall not: (1) make any Derivative Works related to the Licensor's Product or the Deliverables; (2) adapt, reverse engineer, decompile, or disassemble, or modify, in whole or in part, any of the Licensor's Product, Deliverables or Documentation; (3) use the Licensor's Product, Deliverables or Documentation in a multi-user environment, such as for base stations, in a time-sharing, outsourcing, or service bureau environment, (4) allow third party access to the Licensor's Product, Deliverables or Documentation in any manner not explicitly provided for under this Agreement or (6) remove Licensor's "water mark" in any Demo Version. Use of Documentation. Licensor grants to XXX, subject to the terms and conditions of this Agreement, a perpetual, worldwide, non-exclusive, fully paid-up, under Licensors Intellectual Property Rights to use, display, distribute, reproduce, have reproduced, edit, translate, create Derivative Works related to and modify the Documentation, to incorporate any such material into written materials produced by XXX, and to use such material to further XXX support, maintenance, development, marketing, and distribution efforts in connection with the Licensor's Product. Third Party Use. XXX may allow third parties, including without limitation its consultants, contractors, representatives, or agents, to use the Licensor's Product to perform work for XXX subject to the terms and conditions of Section 2.1 and the other terms and conditions of this Agreement. XXX will take all appropriate actions by instruction to or agreement with such third parties so as to enable XXX to satisfy its obligations under this Agreement. XXX shall remain responsible and liable for the actions of its consultants, contractors, representatives, and/or agents. Survival of Customer Grant. Licensor agrees that all rights granted by XXX to Customers pursuant to the terms of this Agreement shall remain in full force and effect, undisturbed, and subject to the provisions of Section 12 shall survive any termination or alteration of XXX rights under this Agreement.

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3. OWNERSHIP OF LICENSOR'S PRODUCT

3.1.

Title to the Deliverables (also including Releases, Updates and Upgrades), whether in whole or in part, and all copies thereof, and all rights therein, at all times will remain in and be the sole and exclusive property of Licensor. Title to any and all Derivative Works, Enhancements, Releases, Updates, Upgrades changes requested by XXX, and any changes by XXX to the Licensor's Product that are specific to integration of the Licensor's Product with XXX Products, and all associated technical data and information, whether made by or on behalf of XXX, and all copies thereof, and all rights therein, will remain in and be the sole and exclusive property of the Licensor license grants in this Agreement. XXX will not be required to pay any additional fees in the future for such Derivative Works, Enhancements, Releases, Updates, Upgrades and changes.

3.2.

4. DELIVERABLES, DELIVERY, CHANGE ORDER, AND ACCEPTANCE 4.1. Licensor shall tender the Licensor Deliverables to XXX for Acceptance Tests in accordance with the Specifications. XXX shall provide Licensor with all information, support and cooperation that may be reasonably required to enable Licensor to perform the Services and deliver the Licensor Deliverables. All Deliverables, Licensor's Product or Documentation provided by Licensor pursuant to any provision of this Agreement will be delivered via e-mail or a web link. Licensor will use best efforts to keep the web link or e-mail operational. The web link is stated in Exhibit E and the e-mail will be sent to the e-mail addresses as set forth in Exhibit E or to those e-mail addresses XXX has indicated in advance of the scheduled delivery. Either Party may request a Change Order by submitting a written request for a Change Order to the other Party. The Parties shall review any Change Order request made by the other Party in good faith, and report to the submitting Party in writing: (a) whether such change is technically feasible; (b) if technically feasible, the reasonable impact on the delivery schedule; and (c) any necessary revision to the Specifications including, without limitation, Licensors Services, Acceptance Tests, fee adjustments, or Licensor's Deliverables, as appropriate. Neither Party shall be under any obligation to accept the terms of any requested Change Order. If the terms of a proposed Change Order are mutually agreed upon by the Parties, such Change Order shall be signed by both Parties. Any executed Change Order shall be attached to the Specifications and incorporated into the Specifications and shall form part of this Agreement. XXX shall perform Acceptance Tests on all Licensor Deliverables within thirty (30) business days after receipt of such Deliverable. Upon completion of the Acceptance Test, XXX shall report to Licensor in writing, whether or not the Deliverable is Accepted. If XXX reasonably determines that any Licensor Deliverable does not comply with the applicable Specifications, XXX shall provide Licensor with details as to the noncompliance. In such event, Licensor will have fifteen (15) business days after receipt of such written notice to correct the non-conformities and cause the Deliverable to conform to the Specifications. The Parties shall repeat the above process until the Licensor Deliverable complies with the Specifications or until XXX has rejected the Licensor Deliverable three (3) times, provided that upon such third rejection of the

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Licensor Deliverable, the Parties will cooperate in good faith to mutually agree on how to resolve the problem with such Licensor Deliverable. 4.6 Within ten (10) business days following Final Acceptance of the Licensor's Product, Licensor shall deliver one final copy of the Documents to XXX.

5. PAYMENT, TAXES, COMMERCIAL TERMS AND AUDITING 5.1. The Royalty payment for Licensor's Product and other charges applicable to the Licensor's Product or any Services provided are set out in Exhibits C and D. After Royalty has been paid to Licensor for the 10 millionth Product under this Agreement or the expiration of the initial Term of three years, whichever occurs first, Parties shall enter into good faith negotiations about the Royalty scheme applicable to this Agreement. XXX will pay all undisputed invoices through a wire transfer, in Euros or US Dollars as specified in Exhibit C within thirty (30) days of the end of the month in which such invoice was issued and sent by Licensor (Payment Term). (i.) 5.3. .

5.2.

Licensor warrants that the Royalties and other charges applicable to the Licensor's Product or any Services provided in this Agreement are comparable to or more favorable than the prices, that Licensor is currently offering and will offer to any other of its customers, except a governmental organization, for the same or substantially similar products during the term of this Agreement or any extension thereof. XXX will promote Licensor in XXX' sales kits and relevant trade shows. XXX will bundle Licensors Product with the Viper, for which XXX shall define a special product number indicating clearly that Licensors Product is used, and notify the Customer with regard thereto. XXX will at its sole discretion inform Licensor if Licensor's Product was demonstrated to Customers and provide to Licensor relevant feedback from Customers regarding such demonstration. XXX agrees to pay all license fees, assessments, sales, use, personal property, excise, and other taxes, and any penalties or interest thereon ("Taxes"), now or in the future imposed by any appropriate governmental body on XXX with respect to the Licensor's Product, or any portion thereof, and its possession, use, operation, or maintenance during the term of the license granted under this Agreement. This obligation excludes any Taxes on or measured by the net income of Licensor, Taxes of any jurisdiction based on or measured by the net income of Licensor, and Taxes based on the gross income of Licensor that may imposed in the future as a substitute for or in addition to Taxes based on net income. XXX is entitled to contest the amount or validity of any imposition of any Taxes by appropriate legal proceedings. Licensor will furnish XXX with reasonable cooperation if XXX contests the validity or imposition of Taxes. If XXX is required by law to withhold income taxes on any payment owed to Licensor, then XXX may deduct such taxes from amounts owed to Licensor and shall pay them to the appropriate tax authority, provided that XXX shall deliver to Licensor an official receipt for any taxes withheld and any other documents necessary to enable Licensor to claim tax credit.

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During the Term of this Agreement and for two (2) years thereafter, XXX will maintain reasonable records regarding its distribution and sublicensing, payment and reporting activities under this Agreement for the purposes of calculating sublicense fees owed to Licensor. Within forty five (45) days after the close of each Calendar Quarter during the Term of the Agreement and within forty five (45) days following termination or expiration of this Agreement, XXX will deliver a report for the aggregate sublicensing transactions involving the XXX Product(s) incorporating the Licensor's Product, using the Sublicense Royalty Reporting Form provided in Exhibit C. If no amounts are due to Licensor, XXX will submit such report stating such fact. Together with the report XXX will provide a related Purchase Order (PO) and Licensor will send an invoice based on this PO. The invoice will be paid within the Payment Term. On at least 45 days notice to XXX, and no more frequently than once per calendar year (unless Licensor has a clear and demonstrated reason to believe that the terms of this Agreement have been breached), Licensor shall be entitled to retain an independent accounting firm, reasonably acceptable to XXX, to audit the records of XXX pertaining to payments to Licensor under this Agreement for the purpose of confirming the accuracy of XXX payments. Any such audit shall be performed at Licensors expense during normal business hours and be subject to XXX standard confidentiality agreement. The independent accounting firm shall only be allowed to report to Licensor the results of the audit. In the event of any underpayment or overpayment, the applicable Party shall promptly remit to the other Party all amounts due. XXX will pay the reasonable costs of the audit if the audit reveals an underpayment by XXX to Licensor greater than _5 % of the actual amount due.

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6. CONFIDENTIALITY AND NONDISCLOSURE 6.1. Confidential Information that is disclosed orally shall be identified as confidential at the time of disclosure and confirmed by the disclosing Party by submitting a written document to the receiving Party within 30 days after such disclosure. The written document shall contain a summary of the Confidential Information and shall be labeled or marked as confidential or its equivalent. The Parties agree to mark any Confidential Information disclosed in tangible form with a suitable legend. Confidential Information shall not include information that (i) is public knowledge at the time of disclosure, (ii) was known by the Receiving Party before disclosure by the Disclosing Party, or becomes public knowledge or otherwise known to the Receiving Party after such disclosure, other than by breach of the confidentiality obligations of this Agreement, (iii) is independently developed by the Receiving Party by persons without access to Confidential Information of the Disclosing Party, or (iv) is required to be disclosed by law or applicable legal process, provided that the Receiving Party has first given the Disclosing Party reasonable written notice of such requirement and fully cooperates with the Disclosing Party in seeking confidential treatment for any such disclosure. For a period of five (5) years after the Receiving Party receives any particular component of the Disclosing Partys Confidential Information, the Receiving Party shall

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use its reasonable best efforts, but in no event less than reasonable care, to limit dissemination of the component of Confidential Information to such of its employees and agents who have a strict need to know in the performance of the Receiving Partys duties hereunder, and not disclose the Confidential Information to any third party, except as may be permitted herein. 6.4. The Receiving Party shall take appropriate action, by instruction, agreement, or otherwise, with any persons permitted access to the Disclosing Partys Confidential Information so as to assure that they will hold such items in confidence. All Receiving Party personnel who receive or use the Confidential Information of the Disclosing Party shall, before receipt or use of such information, be informed of the Receiving Partys obligations under this Agreement. The Receiving Party agrees to return to the Disclosing Party, upon termination or expiration of this Agreement, the Disclosing Partys Confidential Information and any and all copies and derivatives thereof, or certify the destruction of same upon the request of the Disclosing Party, except that the Receiving Party shall be entitled to retain a secure copy of the Disclosing Partys Confidential Information for archival purposes only or the purpose as described under Section 12. The Parties agree that any breach of the confidentiality obligations of this Section 6 may result in irreparable harm to the Disclosing Party for which damages may be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, the Disclosing Party shall be entitled to seek equitable relief, including injunction, in the event of such breach A receiving Party acquires no rights or interest in any Confidential Information received from the other and agrees not to assert any ownership interest in or to such information. Parties agree and understand that either Party may be developing similar products and services to those being discussed under this Agreement. Nothing in this Agreement shall prevent either Party from developing such similar products and services. Additionally, this Agreement shall not prevent the movement of employees within XXX.

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7. WARRANTIES 7.1. Licensor represents and warrants that it is the owner of the Licensor's Product or that it has the full right to grant all licenses as granted under this Agreement to XXX. Intellectual Property Rights. Licensor represents and warrants that to the best of its knowledge there are no unresolved assertions, claims, or demands relating to Intellectual Property Rights in the Licensor's Product, Documentation, trademarks, or any part thereof, and that to the best of its knowledge there are no pending lawsuits involving the Licensor's Product or related Intellectual Property Rights, Documentation, or any part thereof. Illicit Code. Licensor represents and warrants that to the best of its knowledge the Licensor's Product is totally free from any Illicit Code that might interfere with XXX ability to use the Licensor's Product in conformance with its Documentation or as contemplated by this Agreement or that might interfere with the operation of the XXX Product(s). If at any time during the term of this Agreement XXX determines that the

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Licensor's Product contains any Illicit Code, Licensor will immediately provide at its sole cost a clean copy of the Licensor's Product and provide any and all assistance to XXX to correct any problems caused by the Illicit Code. 7.4. Open Source Software. Licensor represents and warrants that, to the best of its knowledge after proper due diligence and inquiry, the Deliverables to be provided to XXX for use or distribution by XXX (including in XXXs product packages or through a download from XXXs website, or otherwise) do not include any portion of any Open Source Software. Licensor agrees that it will indemnify and hold harmless XXX in connection with any breach of this section pursuant to the procedures provided for in Section 9. 7.5. Warranty Period. Licensor represents and warrants that, for a period of twelve (12) calendar months following Acceptance Date (the "Warranty Period"): (i.) The Licensor's Product will perform in conformance with the Specifications and its Documentation as long as the Licensor's Product is properly used in the operating environment specified in the Documentation; Licensor will provide any Updates and Upgrades that Licensor generally makes available to its customer; Licensor will supply XXX with the most current Releases of the Licensor's Product. Licensor will maintain the two (2) previous Releases of the Licensor's Product for a period of twelve (12) calendar months from the date of XXX shipment of the most current Release of the Licensor's Product under the terms and conditions of this Section. XXX may at its sole option implement new Releases for any Licensor's Product at any time, but is under no obligation to do so. Licensor will correct and repair any failure, malfunction, defect, or nonconformity in the Licensor's Product following notification by XXX to Licensor that the Licensor's Product is not performing in conformance with its Specifications and Documentation. If Licensor cannot correct technical problems in the Licensors Product in Severity Level of 1 (as defined in Exhibit D) within five (5) business days from the time of notification by XXX, Parties will jointly determine if placing Licensor's Product specialists at XXX site to provide emergency remedial maintenance services is feasible and/or required. Approval for such emergency remedial maintenance services shall not be unreasonably withheld. If XXX and Licensor jointly determine that the Licensors Product did not cause the problem, XXX will reimburse Licensor for the costs of the Software specialist(s) at Licensor's then current time and material rates for onsite service.

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Licensor will use reasonable commercial efforts to provide the Services during the Warranty Period of the Licensor's Product. Such Services will be provided during the Warranty Period free of charge. The warranties and the Services provided in Section 7.5 will not apply to errors, defects, or non-conformities due to any of the following: (i.) (ii.) Misuse of the Licensor's Product by XXX; Unauthorized modification of the Licensor's Product by XXX;

(iii.) Failure of XXX to use compatible hardware and Licensor's Product as set forth in the Specifications; 7.7. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY LICENSOR'S PRODUCT OR OTHER DELIVERABLES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES SET OUT IN THIS SECTION ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE LICENSOR'S PRODUCT OR OTHER DELIVERABLES.

8. TECHNICAL ASSISTANCE AND POST WARRANTY SUPPORT SERVICES 8.1. Licensor provide XXX with reasonable technical support and assistance and designate an engineer to be the contact person for all the Services provided to XXX during the term of this Agreement. XXX, in its sole discretion, may elect to receive the Services on an annual basis after the expiration of the Warranty Period as provided for in Exhibit D. If XXX decides to acquire such Services it shall be acquired on a continual annual basis.

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9. INTELLECTUAL PROPERTY INDEMNIFICATION 9.1. Licensor will defend, at its own expense, any claims or suits against XXX and will indemnify XXX from all damages, liabilities, expenses (including reasonable attorneys fees), and any award of damages or costs made against XXX by a final judgment of a court in any suit, or any settlement thereof made by Licensor, that is based on any claim that any Licensor's Product or its use infringes any Intellectual Property Rights of a third party or violates or dilutes the trademark rights of any third party, provided that(i)XXX will give Licensor prompt written notice of any claim or institution of any suit, and at Licensor's request and expense permit Licensor through its counsel to defend such claim or suit and give Licensor all available information, assistance, and authority to do so (ii) XXX shall not settle or compromise any such claim without Licensor's prior written consent and (iii) Licensor will have control of the defense of any such claim or suit, including appeals, negotiations, and the right to effect a settlement or compromise thereof. If any Licensor's Product furnished under this Agreement is held to constitute an infringement and its use enjoined, Licensor must, at its own expense, use reasonable efforts to: (1) procure for XXX the right to continue using the Licensor's Product; or (2) replace or modify the Licensor's Product with a functional, non-infringing equivalent. The parties agree that this indemnity will extend to any such replacement or modified Licensor's Product.

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10. LIMITATION OF LIABILITY

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IN NO EVENT WILL XXX BE LIABLE TO LICENSOR FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR LOSS OF USE DAMAGES, OR ANY BREACH OF THIS AGREEMENT, EVEN IF XXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF XXX TO LICENSOR FOR ANY AND ALL CLAIMS RELATING TO OR ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE SUM OF THE PAYMENTS XXX PAID TO LICENSOR FOR THE TWELVE (12) MONTH PRECEDING THE CLAIM OR AN AMOUNT OF ONE MILLION US DOLLARS (USD 1,000,000) WHICHEVER AMOUNT IS HIGHEST. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. FOR AVOIDANCE OF DOUBT, THIS SECTION SHALL NOT APPLY FOR XXX MONETARY OBLIGATIONS TO LICENSOR PURSUANT TO SECTIONS 5.2 AND 5.10 UNDER THIS AGREEMENT. LICENSORS AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE SUM OF PAYMENTS XXX PAID TO LICENSOR FOR THE TWELVE (12) MONTH PRECEDING THE CLAIM. 11. TERM AND TERMINATION. 11.1. This Agreement is effective on the Effective Date and unless earlier terminated as provided herein, will remain in full force and effect for a period of three (3) years (Term). Thereafter, this Agreement will automatically renew for additional periods of one year each, unless earlier terminated as provided herein, upon ninety (90) days prior written notice by the terminating Party to the other Party before the end of the relevant period. The following will be considered a default hereunder: (i.) A Party fails to perform when due any of its obligations under this Agreement or breaches any term or condition of this Agreement and such failure or breach is not remedied within thirty (30) days after receipt of written notice from the other Party. A Party becomes insolvent or makes an assignment for the benefit of creditors or ceases to do business or institutes or has instituted against it any proceedings for bankruptcy, reorganization, insolvency, or liquidation or other proceedings under any bankruptcy or other law for the relief of debtors and such proceedings are not terminated within sixty (60) days after institution.

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(ii.)

Upon default by a Party, the other Party will have the right to terminate this Agreement and will be entitled to exercise any and all rights and remedies available to it at law or in equity. The Parties agree that XXX, as a licensee of such rights and licenses, shall retain and may fully exercise all of its rights and elections under any applicable bankruptcy code, and that XXX shall have the right to retain and enforce its rights under this Agreement provided it abides by the terms of this Agreement. 12. EFFECT OF TERMINATION

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If this Agreement is terminated by XXX pursuant to Section 11.2 due to a default by Licensor, or if this Agreement expires pursuant to Sections 11.1, XXX may continue to distribute and sell Products containing the Licensor's Product, provided that XXX continues to comply with all applicable sections of this Agreement, including, but not limited to, the payment of Royalties. If this Agreement is terminated by Licensor pursuant to Section 11.2 due to a default by XXX, the license provided herein in Section 2.1 shall terminate and XXX shall immediately cease the distribution or sale of any Products containing the Licensor's Product. XXX shall immediately return all full or partial copies of Licensor's Product and Confidential Information, and any other materials furnished by Licensor to XXX within ten (10) days following the termination, including any in-house copies XXX may have produced or will furnish Licensor a certification stating that to the best of its knowledge all Licensor's Product and Confidential Information, and any other materials furnished by Licensor to XXX, including all copies thereof, have been destroyed, except for archival copies retained by XXX and except for as many copies of the Licensor's Product as may be reasonably necessary for XXX to support its Customers. For avoidance of doubt, no commercial use with the Licensor's Product by XXX will be allowed after a termination pursuant to Section 11.2, other than support for existing Customers. Any such termination shall not affect sublicenses previously granted by XXX to its Customers pursuant to Section 2.1, subject to full payment of Royalties to Licensor.

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12.3. Upon expiration or termination of this Agreement the obligations contained in Sections 2 (Grant of License to Licensors Product - to the extent necessary to enable Section 12.2) 3 (Ownership of Licensor's Product), 5 (Payment) (excluding Sections 5.3, 5.4 and 5.5), 6 (Confidentiality), Section 7 (Warranty), 9 (Intellectual Property Indemnification), 10 (Limitation of Liability), 12 (Effect of Termination), 18 (Dispute Resolution) and 19 (General Terms), as well as those other sections which by their nature are designed to survive, will survive such expiration or termination. 13. RESERVE 14. PROPRIETARY LEGENDS XXX will reproduce Licensor's copyright notice(s) and other proprietary legends on all copies that it makes of the Licensor's Product and Documentation, in whole or in part, including any modified copies of the Licensor's Product or Documentation. Licensor's copyright notices or proprietary legends may appear in several forms, including machine-readable form within the Licensor's Product, as agreed between the parties. 15. QUALITY Licensor agrees to provide XXX such information as XXX requests from time to time, relating to the quality of the Licensor's Product and to the development and test practices used to produce the Licensor's Product, and to participate with XXX in quality reviews of the Licensor's Product, as long as XXX covers the expenses related to participating in such quality reviews, or as mutually agreed by the parties on a case by case basis. 16. USE OF XXX NAME

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Licensor will not, without XXX prior written approval, refer to the selection of its Licensor's Product by XXX in commercials, advertising, or publications so as to state or imply that XXX endorses or prefers Licensor's Product. Licensor will not issue any press releases relating to this Agreement without XXX prior review and approval. 17. NOTICES. Except as otherwise provided for herein, all notices required or permitted to be given hereunder shall be in writing (including telegraphic communication) and shall be sent by registered mail (return receipt requested and postage prepaid), facsimile, overnight or two-day courier or delivered-in-person and shall be addressed as follows:If to XXX: Either Party may change its address by a notice given to the other Party in the manner set forth above. Mailed notices given as herein provided shall be considered to have been given seven (7) days after the mailing thereof, telegraphic or facsimile notices shall be considered to have been given on the day sent, overnight or two-day courier sent notices shall be considered to have been given three (3) days after sending, and delivered in person notices shall be considered to have been given on the day of delivery. 18. DISPUTE RESOLUTION. 18.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any principle of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. Any dispute arising hereunder shall be resolved in the federal courts located in New York, New York, and the Parties agree that venue and jurisdiction for any related proceedings arising hereunder shall lie exclusively with such courts. THE PARTIES HEREBY KNOWINGLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION LITIGATED IN ANY COURT BASED UPON, WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT AND ANY AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Nothing in Section 18.1 above will prevent either Party from resorting to judicial proceedings if interim relief from a court is necessary to prevent serious and irreparable injury to that Party or to others. In addition, nothing in this Section shall be construed as applying to disputes regarding the Intellectual Property Rights (including Confidential Information) or Trademarks of either Party. If either Licensor or XXX shall bring an action (including without limitation, any crosscomplaint, counterclaim, or third party claim), against the other party by reason of the breach or alleged violation of the terms of this Agreement, the prevailing party in such action shall be entitled to its costs and expenses, including reasonable attorneys', fees.

18.2.

18.3.

19. GENERAL 19.1. Force Majeure. The obligations of the parties will be temporarily suspended in the event of, or for any delay in performance that results from any circumstance beyond its reasonable control and without its fault or negligence, including without limitation an act of God, war, riot, strike, accident, fire, explosion, delay by carrier(s), or governmental orders. Any failure to perform in accordance with this Agreement by the affected Party as a result of any such interference or interruption will not be deemed in default. The Party

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who is unable to perform or who is delayed in performance on account of the foregoing will, in a timely manner, provide the other Party with written notification explaining the reason for non-performance or delayed performance, and will exert its best efforts to recommence performance as soon as possible. If the delay in the affected Party's performance of its obligations continues for more than 60 (sixty) days, the Party not affected by the circumstances may terminate the Agreement and no liability shall be incurred by either Party as a result of such termination. 19.2. Relationship of the Parties. Each of the Parties shall act as, and shall be, independent contractors in all aspects of this Agreement. Neither Party will act or have authority to act as an agent for the other Party for any purpose whatsoever. Nothing in this Agreement will be deemed to constitute or create a joint venture, partnership, pooling arrangement, or other formal business entity or fiduciary relationship between XXX and Licensor. No Exclusivity. Each Party shall carry out its commitments under this Agreement in a manner that reflects favorably upon the good name and goodwill of the other Party. The Parties agree that the commitments under this Agreement are not exclusive and that either Party may enter into similar agreements with third parties, including either Partys competitors. Assignment. Neither Party may assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party and any such attempted assignment without the consent of the other Party shall be void. Each party shall have the right to assign any of its rights and obligations hereunder to (i) any of such party's Affiliates; (ii) any successor or acquirer of such party by way of merger, consolidation or the acquisition of substantially all of the business assets of such party or the relevant Affiliate. Ethical Standards. Both parties will refrain from activities that are illegal, unethical or which might bring either Party or their respective products into disrepute or which might constitute or represent a serious conflict of interest or which might give the appearance of impropriety. Both parties will co-operate fully in any investigation or evaluation of such matters. Compliance With Laws. Both parties agree to comply with all federal, state, and local statutes, regulations, and ordinances of the United States and any other jurisdiction applicable to Deliverables and Services delivered and each Partys performance under this Agreement. Export Laws. The parties will abide by all export laws and regulations with respect to export of any software, or technical information provided by one to the other, under this Agreement. Software, or technical information will not be sold or exported by either Party, in connection with this Agreement to any country if: (1) the import or export of any such product into such country is prohibited by the laws of such country; or (2) proper authorization for the lawful importation or exportation of any such product has not been obtained. Severability. If any one or more of the provisions of this Agreement is held to be unenforceable under applicable law, (a) such unenforceability shall not affect any other provision of this Agreement; (b) this Agreement shall be construed as if said unenforceable provision had not been contained therein; and (c) the Parties shall

19.3.

19.4.

19.5.

19.6.

19.7.

19.8.

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negotiate in good faith to replace the unenforceable provision by a provision which has the effect nearest to that of the provision being replaced. 19.9. Expenses. Each Party shall be responsible for all expenses, including attorneys fees and costs, incurred by it in relation to the making, review and negotiation of this Agreement, and to the fulfillment of its obligations as set forth in this Agreement.

19.10. Construction. This Agreement has been negotiated by the Parties and by their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any Party either as scrivener or otherwise. Unless a contrary intention is clearly expressed, any reference to a Section shall be construed to refer to all provisions of the referenced Section. In the event that this Agreement is translated into any other language, the English language version hereof shall govern. 19.11. Titles, Headings and Subheadings. The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and form no part of the Terms and Conditions of this Agreement. 19.12. Counterparts. This Agreement may be executed in two or more counterparts, each of which, when so executed, shall be deemed an original, but all of which counterparts together shall constitute one and the same document. 19.13. Waiver. Failure or delay by either Party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. 19.14. Controlling Terms. The Parties agree that the terms and conditions set out herein shall control over any terms that may appear in any purchase order, acceptance, acknowledgement, registration form, quotation, invoice, or other writing, and will not be binding on the parties unless specifically agreed to in writing signed by each Parties authorized representatives. If a conflict arises between any Exhibit and the terms and conditions herein, these terms and conditions will take precedence over any Exhibit. 19.15. Entire Agreement and Amendments. This Agreement, including any and all Exhibits, constitute the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior or contemporaneous agreements, communications, and understandings, both written and oral, regarding such subject matter. Notwithstanding the foregoing, this Agreement shall not be interpreted to supersede or replace any other written agreement between the Parties that does not relate to the subject matter hereof. In the event of a conflict between the Terms and Conditions of this Agreement and the terms and conditions of any other written Agreement between the Parties, the Parties agree to negotiate in good faith to resolve the conflict. This Agreement may be amended only by a written document signed by authorized representatives of both Parties.

THUS, each Party has caused this Agreement to be executed by its duly authorized representative. XXX Signature: LICENSOR Signature:

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Name: Title: Date:

Name: Title: Date

Attachments: Exhibit A Licensed Licensor's Product Exhibit B Technical and Functional Specifications Exhibit C Royalties and other Charges Exhibit D Support Services Exhibit E Parties' Contact Details Exhibit F List of the Agreed Clips

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