License Agreement Exclusive and Non-Transferable Right

NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE AGREEMENT

This Non-Transferable and Non-Exclusive License Agreement (the “Agreement”) is effective between _________________, Inc. (the "Licensor") and _______ (the "Licensee"), both parties to the Purchase Order entered into between _________________, Inc. and _________________on the date noted therein (collectively, the "Parties"). This Agreement is effective as to the Parties upon Licensor providing Licensor product and/or services to Licensee, for use in accordance with this Agreement.

Background:

A. Licensor has acquired rights to, and is entitled to license to others including Licensee, intellectual property rights in certain trademarks, copyrights, logos, trade dress, proprietary web addresses, and proprietary software and operation models related to the _________________, Inc. business, products and services, and related user documentation.

B. Licensee wishes to license the use of such intellectual property, and Licensor has agreed to license such use, pursuant to the terms of this Agreement.

1. GRANT OF LICENSE

Licensor hereby grants to Licensee, for the internal use of Licensee only and in accordance with this Agreement, a personal, non-transferable and non-exclusive license to use and to modify certain materials noted in the Purchase Order entered into between Licensor and Licensee (the “Work”), in whole or in part, and to incorporate the Work, in whole or in part, into other works (the “Derivative Works”) for Licensee's internal use only and in accordance with this Agreement, at the location(s) noted under the Purchase Order entered into between Licensor and Licensee (the "Authorized Location(s)").

2. RESTRICTIONS ON USE

2.1 For the purposes of this Agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, or any other judicial entity recognized by law.

2.2 Licensee shall (a) not assign this Agreement or transfer, lease, export or grant a sublicense of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (b) use the Work only at an Authorized Location(s); (c) take all reasonable precautions to

prevent third parties from using the Work in any way that would constitute a breach of this Agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. In addition, Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly noted herein.

3. AUTHORIZED LOCATION(S)

3.1 Provided that Licensee is not in default of any term of this Agreement, Licensee may change the Authorized Location(s) from time to time, without the consent of the Licensor, by delivering thirty days prior written notice of the change of location to the Licensor together with written confirmation that

Licensee will comply with the following conditions:

3.1.1 The proposed Authorized Location shall be within the same municipality or metropolitan area as the current Authorized Location; and

3.1.2. Use of the Work at the current Authorized Location shall cease by the time of commencement of the use of the Work at the proposed Authorized Location.

3.2 If Licensee fails to comply with the provisions noted herein, unless otherwise provided under the Purchase Order entered into between Licensor and Licensee, Licensee may change an Authorized Location only with the prior written consent of Licensor, which shall not be unreasonably withheld.

4. FEES

4.1 Licensee shall pay those license fees as set out in the Purchase Order entered into between Licensor and Licensee for the use of the Work at each Authorized Location, (the "License Fees") and all delivery and production costs as required for document preparation and initiation of this Agreement by Licensor and Licensee.

4.2 The License Fee, and all other fees