7. ENTITY means any individual, partnership, joint venture, corporation, or the like.

8. FINAL PRODUCT means IMPROVEMENT(s) sold separately or combined with any PROGRAM(s) ready to be distributed to a CUSTOMER-SUBLICENSEE.

9. IMPROVEMENTS includes, but is not limited to, the programs, routines, subroutines, translators, compilers, assemblers, operating systems, conversion filers, encryption and encryption algorithms and codes, protocol modifications made thereto, and all support documentation related thereto, including, but not limited to, flowcharts, instructions, end-user manuals, demonstration models and test aids, including any and all updates and modifications made thereto, which Reseller has developed or will be developed by or for Reseller for the purpose of exploiting the distribution of the PROGRAMS as a VALUE-ADDED RESELLER in the TERRITORY of the FINAL PRODUCT. In any FINAL PRODUCT, PROGRAMS shall be provided as an integrated whole with any IMPROVEMENTS and shall not be sold separately or be separable from any IMPROVEMENTS.

10. INFORMATION shall mean any and all information relating to or arising out of said PROGRAMS and/or IMPROVEMENTS, including, and without limitation, trade secrets and any and all embodiments and representations of said INTELLECTUAL PROPERTY RIGHTS. Trade secrets shall also include the definition of trade secrets as set forth in the Restatement of Torts.

11. INTELLECTUAL PROPERTY RIGHTS shall include, but not be limited to the following: rights in know-how, trademarks, copyrights, patents, patent applications (including reissues, renewals, continuations, continuations-in-part, or divisions of any patent or patent application), trade secrets, instructions, improvements, modifications, suggestions, proposals, programs, ideas, writings, and the like of any sort whatsoever, and any embodiment thereof including, but not limited to, computer programs, DOCUMENTATION, documentation of programs, assembly and detailed drawings, plans, specifications, results of technical investigations and research, assembly, and parts manuals, and any other proprietary information.

12. MATERIAL REQUIRING APPROVAL means the PROGRAMS and/or IMPROVEMENTS and/or IMPROVEMENTS and any and all packaging, advertising, promotional and display material upon which or in connection with which any TRADEMARK is used.

13.

(a). NET LICENSING PRICE shall mean, whichever is greater, either:

(A). the gross price for licensing including, without limitation, installation, modification, consulting, and other related fees (i.e., the total consideration) paid or agreed to be paid to Reseller in a bona fide arm's-length transaction with a non-AFFILIATE or non-SUBSIDIARY consummated by transfer of a copy of a PROGRAM from Reseller and includes any and all fees charged for installation and/or implementation of any PROGRAM to a third party or parties, less the following amounts but only insofar as they pertain to the disposition of such PROGRAM by Reseller and are not reimbursed by the non-AFFILIATE or non-SUBSIDIARY:

(i) Separately billed transportation charges;

(ii) Separately billed packing charges;

(iii) Federal, state, or local sales, excise, or use taxes imposed upon the transaction, or upon the subject matter of such transaction; or

(iv) Trade discounts and quantity discounts, if any, actually allowed and taken in such amounts as are customary in the trade.

(B). With respect to any PROGRAMS used, leased, licensed, or otherwise disposed of in accordance with the express conditions of this Agreement by Reseller in a transaction not within the scope of subparagraph (a) of this paragraph, NET LICENSING PRICE shall mean, which ever is greater, either: (A) the average NET LICENSING PRICE of like PROGRAMS licensed for use and which would otherwise qualify under subparagraph (a) of this paragraph which licenses were made over a period

beginning with a date _________ months before the transaction and ending with a date _________ months after such transaction, or if there is no available reference means, as described hereinbefore, then the NET LICENSING PRICE shall be the fair market value of such a license for such PROGRAMS which shall be determined in accordance with the regularly established cost and pricing practices of any competitor of Reseller shall license the most nearly related product at approximately the date of the transaction.

14. PROGRAMS shall mean, alone or in combination, the programs which make up the _________[sup_start]T[sup_end][sup_start]M[sup_end] computer programs and documentation, including _________ as further identified in the attachment hereto as Exhibit A.

15. SUBSIDIARY shall mean any ENTITY with respect to which Reseller owns or controls, directly or indirectly, fifty percent (50%) or more of the stock entitled to vote for the election of directors or persons performing similar functions, excluding Licensor.

16. SUPPORT SERVICES shall mean installation, training, the answering of questions, and related services provided to a CUSTOMER-SUBLICENSEE or potential CUSTOMER.

17. TERRITORY means _________.

18. TRADEMARK shall mean any term or terms supplied by Licensor and used in any form or format, style or design, as applied to the PROGRAMS and IMPROVEMENTS in whatever form and identifies business names, trademarks, and service marks, as well as any goodwill and rights, at common law or otherwise, pertinent thereto, and refers to trademarks, service marks, and trade names.

19. TRADEMARK REGISTRATIONS shall mean any United States Trademark Registration or any other application or registration, foreign or domestic, made by Licensor now or hereafter obtained.

20. VALUE ADDED RESELLER shall mean a provider of PROGRAM(s) with IMPROVEMENTS to CUSTOMER-SUBLICENSEES.

ARTICLE II.

GRANTS

1. Licensor hereby grants and agrees to grant to Reseller, in its capacity as a DISTRIBUTOR, a nonexclusive, worldwide, nontransferable, nonassignable license to Reseller in so much of the COPYRIGHT as to enable Reseller to make copies of the PROGRAMS, use copies of the PROGRAMS, and to grant sublicenses to CUSTOMER-SUBLICENSEES' use only of copies of the PROGRAMS. This license does not include the right to sell, encumber, or otherwise transfer title, in whole or in part, in any copy of the PROGRAM or the INTELLECTUAL PROPERTY RIGHTS therein.

2. Licensor hereby grants and agrees to grant to Reseller the right to use all INFORMATION which, in Licensor's sole discretion, is necessary for Reseller to prepare or have prepared IMPROVEMENTS and/or FINAL PRODUCTS.

3. The licenses granted in this Agreement shall continue for the period of the life of any patent or patents issuing on the PROGRAM and for the life of any COPYRIGHT.

4. Any license granted by Reseller shall provide for the return of all copies of the PROGRAM to Reseller upon termination of such license.

5. Reseller hereby conveys and agrees to convey to Licensor all right, title, and interest in and to all INTELLECTUAL PROPERTY RIGHTS in and to any IMPROVEMENTS or any IMPROVEMENT to any

IMPROVEMENTS or PROGRAM(s) and/or any FINAL PRODUCT. Licensor hereby grants Reseller a nonexclusive, nontransferable, nonassignable license in the TERRITORY for such INTELLECTUAL PROPERTY RIGHTS in the IMPROVEMENTS and any IMPROVEMENT to any IMPROVEMENTS.

6. Licensor hereby grants and agrees to grant to Reseller a royalty free, nonexclusive right to use any TRADEMARK and any TRADEMARK REGISTRATION in connection with the distribution of the PROGRAM to any CUSTOMER-SUBLICENSEE.

7. Any use by Reseller of any TRADEMARK shall be deemed a use on behalf of and as agent for Reseller.

8. No other right or license is granted by Licensor to Reseller, either expressed or implied, with respect to any other INTELLECTUAL PROPERTY RIGHT owned, possessed, or in which Licensor has or will have any other rights except as expressly set forth in this Agreement.

ARTICLE III.

RESELLER'S PERFORMANCE AS DISTRIBUTOR

1. Reseller shall distribute the PROGRAMS by way of a license to use only. Under no circumstances shall Reseller part with or encumber the title in the INTELLECTUAL PROPERTY RIGHTS in any copy of any PROGRAM. Any license to use the PROGRAMS provided by Reseller shall require that any and all copies of any PROGRAM shall be returned to Reseller upon the termination of the license to use.

2. Reseller shall cause to be placed on any machine-readable copy the following copyright notice:

COPYRIGHT © _________[year] _________[name of Licensor] ALL RIGHTS RESERVED

The notice shall be placed in such a manner that on visually perceptible printouts it appears either with or near the title, or at the end of each separable part of the PROGRAM, IMPROVEMENT, and/or FINAL PRODUCT. Where the PROGRAM, IMPROVEMENT, and/or FINAL PRODUCT is printed documentation (and, therefore, not machine readable) the notice shall be displayed on the title page or the following page.

3. Reseller shall provide Licensor a copy of the PROGRAM at least annually from the effective date of this Agreement and at any other times when Reseller makes a new version available to its CUSTOMER-SUBLICENSEES.

4. Reseller shall provide a sublicense agreement to CUSTOMERS-SUBLICENSEES which shall be approved by Licensor in advance and in writing, in Licensor's sole and exclusive discretion. No PROGRAM shall be distributed by Reseller until such a sublicense agreement has been approved by Licensor and signed by the CUSTOMER-SUBLICENSEE.

5. Reseller shall require all CUSTOMER-SUBLICENSEES to enter into a written form sublicense agreement as a condition precedent to their receiving any copy of any PROGRAM, any IMPROVEMENT. The terms and conditions of the form sublicense agreement shall be approved by Licensor in advance of its use by Reseller. Such approval shall be in writing and in Licensor's sole and exclusive discretion. No PROGRAM or IMPROVEMENT shall be distributed by Reseller to any CUSTOMER-SUBLICENSEE until such a sublicense form agreement has been approved by Licensor. No change shall be made to the form sublicense agreement with Licensor's prior written approval. The requirements of this paragraph shall not apply to the amounts charged by Reseller to any CUSTOMER-SUBLICENSEE to be included in any such form sublicense agreement.

6. Reseller shall promptly do such acts and execute, acknowledge, and deliver all such papers, including, without limitation, recordable assignments, as may be necessary or desirable, in the reasonable discretion of Licensor, to obtain, maintain, protect, and vest in Licensor the entire right, title, and interest in and to INTELLECTUAL PROPERTY RIGHTS in and to the PROGRAMS, IMPROVEMENTS and/or FINAL PRODUCTS to be assigned

herein by Reseller including rendering such assistance as Licensor may reasonably request in any contemplated or pending litigation, Copyright Office, Patent and Trademark Office proceeding, or other proceeding.

ARTICLE IV.

RESELLER'S PERFORMANCE AS A VALUE ADDED RESELLER

1. Reseller may provide IMPROVEMENTS to be integrated with the PROGRAMS.

ARTICLE V.

MARKING, QUALITY CONTROL, AND MAINTENANCE

1. No copy of any PROGRAM or FINAL PRODUCT may be distributed unless identified by the TRADEMARK.

2. Reseller shall not use the TRADEMARK on the PROGRAMS or FINAL PRODUCT, or the packaging and labelling therefor (or otherwise in such manner as to be misleading with respect to the ownership of the TRADEMARK), or to create a composite trademark with the TRADEMARK, any other trademark, name, service mark, or mark except with Licensor's prior written consent which Licensor may withhold at its discretion.

3. Reseller will not adopt, or use the TRADEMARK as any part of its corporate name or any trade name used by it, except with the prior written consent of Licensor, which Licensor may withhold at its discretion.

4. Reseller, shall use upon or in connection with the PROGRAMS and/or IMPROVEMENTS a [sup_start]T[sup_end][sup_start]M[sup_end] or, where a United States Federal Trademark Registration has been obtained, an ®. Reseller shall not otherwise affix or use such ® in connection with the TRADEMARK nor use any other trademark or trade name in connection with the PROGRAMS and/or FINAL PRODUCT without Licensor's prior written approval.

5. From time-to-time, and at its discretion, Licensor may review any MATERIAL REQUIRING APPROVAL to see that its quality is consonant with the quality of the TRADEMARK and the goods it identifies.

6. At such stage as Reseller may determine that it has a FINAL PRODUCT, it shall notify Licensor, providing _________[number] samples of the FINAL PRODUCT, at least one of which must be in machine readable form, and all DOCUMENTATION for the program. No PROGRAM and/or IMPROVEMENT shall be licensed without Reseller having first submitted a FINAL PRODUCT to Licensor for Licensor's approval.

7. In exercising the right to grant or withhold any approval required or permitted by this Agreement, Licensor shall be bound by the quality of the PROGRAM(s) as provided to Reseller by Licensor from time-to-time and such shall be the standard applied to the MATERIALS REQUIRING APPROVAL.

8. Reseller shall not release or distribute any MATERIALS REQUIRING APPROVAL without the approvals provided above. The withholding at any point of approval pursuant to this Agreement shall not result in any liability by Licensor to Reseller on account thereof.

9. Reseller shall submit for Licensor's approval one (1) sample of each MATERIAL REQUIRING APPROVAL. Any MATERIAL REQUIRING APPROVAL not expressly disapproved in writing by Licensor within _________ business days of receipt shall be deemed to be disapproved.

10. During the term of this Agreement, Reseller shall submit to Licensor at least annually, and at more frequent intervals, if requested in writing by Licensor, one production specimen of any previously approved MATERIALS REQUIRING APPROVAL.

ARTICLE VI.

TRADEMARK REGISTRATION

1. Licensor may file for trademark registration of the TRADEMARK(s) for the PROGRAM and/or IMPROVEMENTS in the United States and may file in other countries in its name where such TRADEMARK(s) are or will be used and subject to any such country's filing requirements. If such use of a trademark outside of the United States shall be only in the DESIGNATED INDUSTRY, Reseller shall pay all of Licensor's actual out-of-pocket expenses, including attorney's fees, government filing fees, and the like, in connection therewith where such application for registration includes therein the PROGRAM and/or IMPROVEMENTS.

2. At the request of Licensor, and without compensation to Reseller, Reseller shall promptly do such acts and execute, acknowledge, and deliver all such papers as may be necessary or desirable, in the sole discretion of Licensor, to obtain, maintain, protect, and/or vest in Licensor the entire right, title, and interest in and to any TRADEMARK in all countries of the world; including rendering such assistance as Licensor may request in any litigation, Patent and Trademark Office proceeding, or other proceeding.

3. Reseller will not register, or cause to be registered, the TRADEMARK, or any trademark, name, or mark confusingly similar thereto, with any federal, state, provincial, municipal, or other governmental authority of any jurisdiction whether within, or without, the Territory.

ARTICLE VII.

VALIDITY OF RIGHTS

1. Reseller shall not contest Licensor's ownership of any TRADEMARK(s) or Reseller's obligation to assign any rights hereunder including any rights Reseller may create in the TRADEMARK. Reseller shall not contest or impair these rights, either directly or indirectly, or in any way assist others to contest or impair the same and hereby expressly acknowledge Licensor's superior rights. This obligation shall survive any termination of this Agreement.

ARTICLE VIII.

ROYALTIES

1. Reseller shall pay to Licensor a minimum annual royalty of $_____ for the term of this Agreement.

2. Reseller hereby pays and agrees to and does pay on _________[month and day] and annually on _________[month and day] of each year the minimum royalty.

3. Reseller shall pay to Licensor a royalty of _____% of the NET LICENSING PRICE on any PROGRAM.

4. Reseller shall exercise its best efforts in the making and licensing the use of the PROGRAMS as a DISTRIBUTOR and as a VALUE ADDED RESELLER.

5. Time of payment of all royalties herein is of the essence.

ARTICLE IX.

FORCE MAJEURE

1. Neither party shall be responsible for any failures or delays which are due to causes beyond its control, including, without limitation, acts of God, acts of government, war, fires, floods, or strikes.

ARTICLE X.

RECORDS

1. Reseller shall keep full and accurate written records in sufficient detail and in accordance with this Agreement, to permit verification of the sums payable under this Agreement.

2. Reseller shall have these records available at its offices during normal working hours for inspection by Licensor or any representative of Licensor; such choice of representative shall be at the sole option and expense of Licensor.

3. Reseller shall keep and maintain, at its regular place of business, complete books and records of all business transacted by Reseller and in connection with licensing of the PROGRAMS. Such books and records shall be maintained in accordance with generally accepted accounting principles. At reasonable times during the Licensee's regular business hours, independent certified public accountants designated by Licensor, or other designated representatives of Licensor, shall have the right, at Licensor's expense, to inspect the books and records at Reseller's premises for the purpose of verifying the accuracy thereof and of the payments and reports required by this Agreement. Licensor shall maintain the confidence of Reseller's books and records and shall direct any accountant or other representative of Licensor to maintain the confidence of such books and records, but Licensor shall be entitled to use such books and records in any administrative or court proceeding to enforce its rights pursuant to this Agreement. If, as a result of such examination or audit, Licensor shall determine that the amount of royalties due Licensor was greater than the amount of royalties reported by Reseller, Licensor shall promptly furnish to Reseller a copy of Licensor's report setting forth the amount of the deficiency in the payment of royalties and showing, in reasonable detail, the basis upon which the deficiency was determined. If Reseller disputes the deficiency, Reseller shall be afforded a reasonable opportunity to meet with Licensor to resolve any disputes. Within _________ calendar days following the date of delivery to Reseller of the report of the deficiency, Reseller shall pay to Licensor a sum equal to that portion of the claimed deficiency as to which there remains no bona-fide dispute, together with interest thereon at the lower of _____% per month, or the highest rate allowed by applicable law, from the date when such amount was originally due to the date of payment.

4. If, as a result of any such inspection it is determined that the deficiency due Licensor from Reseller is an amount equal to, or greater than, _____% of the royalty payments made by Reseller to Licensor during the period in question, Reseller shall promptly reimburse Licensor for the total reasonable cost of such inspection, audit, or any litigation arising therefrom.

5. It is understood and agreed that any such inspection of Reseller's books and records by Licensor, or its representatives, shall be undertaken in a manner that will not unreasonably interfere with, or hamper Reseller's normal business operations at the site of the inspection. Licensor agrees that such books and records are proprietary and confidential to Reseller shall be considered as between the parties hereto, the sole and exclusive property of Reseller. Reseller shall maintain such books and records for a period not less than _________ years after the termination or expiration of this Agreement. This paragraph shall survive the termination or expiration of this Agreement.

ARTICLE XI.

REPORTS

1. Within _________ days following the end of each calendar quarter in which the first license of the use of a PROGRAM takes place, Reseller shall submit to Licensor a written report of all PROGRAMS and IMPROVEMENTS licensed by Reseller prior to and including the last day of such calendar quarter. The report shall:

(a) Identify each PROGRAM(s) and IMPROVEMENTS by model number or trademark;

(b) Identify each CUSTOMER-SUBLICENSEE by name, address, telephone number, contact person and their respective use of the PROGRAM(s) and/or FINAL PRODUCT;

(c) Set forth the total sales in dollars for each PROGRAM by program title;

(d) Itemize claimed deductions in accordance with Article I, ¶14, if any;

(e) Set forth the royalties due under this Agreement from Reseller;

(f) Set forth the manner of determining such royalties.

At the time of submission of the report, Reseller shall make full payment of all the sums computed to be due according to the report.

2. Reseller shall furnish to Licensor, within _________ days after the termination of this Agreement, a report covering the period from the last day reported on in the previous report and shall accompany its report with full payment of all sums computed therein and all other sums due but previously unpaid.

3. Reseller shall furnish whatever additional information Licensor may reasonably prescribe from time-to-time to enable Licensor to ascertain the royalties due Licensor under this Agreement and to monitor distribution and licensing of the PROGRAMS, IMPROVEMENTS, and FINAL PRODUCTS.

4. The time(s) of making any report and the payment of any sums due under this Article shall be of the essence.

ARTICLE XII.

WARRANTIES

1. Licensor warrants that there are no outstanding agreements, understandings, or other restrictions which would prevent it from performing under this Agreement. Licensor shall hold harmless and indemnify Reseller, its agents, customer, successors and assigns, from any claims, loss, damages, or liability related to or growing out of any breach by Licensor of said agreements, understandings, or other restrictions.

2. Reseller warrants that there are no outstanding agreements, understandings, or other restrictions which would prevent it from performing under this Agreement. Reseller shall hold harmless and indemnify Licensor, its agents, customer, successors and assigns, from any claims, loss, damages, or liability related to or growing out of any breach by Reseller of said agreements, understandings, or other restrictions.

3. Licensor does not make any warranty or representation to Reseller that the INTELLECTUAL PROPERTY RIGHTS being licensed in accordance with this Agreement shall be free of any claims which may be made by a third party, and Licensor shall not be liable with respect to any claim of any third party on account of or arising from the use of such INTELLECTUAL PROPERTY RIGHTS; provided, however, that in the event that such claim shall be made and prove successful barring further use by Reseller of the INTELLECTUAL PROPERTY RIGHTS licensed herein, then, upon final determination of such claim, any of Reseller's actual out of pocket expenses in defending such claim may first be deducted from any and all further royalties due Licensor.

4. Notwithstanding any other term or condition in this Agreement, Licensor warrants that it is the owner of all right, title, and interest in and to the COPYRIGHT in the PROGRAMS.

5. Reseller acknowledges and agrees that Licensor retains ownership of the underlying ideas, concepts, and designs in the PROGRAM and that the rights of Reseller and those of its CUSTOMER-SUBLICENSEES are limited to those granted in this Agreement.

6. Licensor has made no warranty of any kind, express or implied, and THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE regarding the PROGRAMS. Reseller has had full use of an evaluation copy of the PROGRAM for six months and has ascertained for itself knowledge as to the functionality and suitability of the PROGRAM for its purposes. Therefore, Reseller shall hold Licensor harmless from any and all claims, damages, loss or liability arising out of the licensing and/or use of the PROGRAM. Reseller expressly waives any and all rights against Licensor it may have under the Uniform Commercial Code.

7. Reseller warrants that it shall indemnify, hold harmless, and defend (and to pay any and all attorney's fees, in connection therewith) Licensor and its officers, directors, agents, and employees, from and against:

(a) an alleged unauthorized use of any patent, trademark, design, or copyright (not including any right licensed hereunder) by Reseller any officers, employees, or subcontractors;

(b) any alleged libel or slander against, or invasion of, the right of privacy or publicity or any other similar right of any third party (not including any right licensed hereunder);

(c) any alleged defect in any PROGRAM and/or IMPROVEMENT despite Licensor's approval thereof, and any claim by a third party resulting form Reseller's breach or alleged breach of any term or condition of this Agreement.

8. Reseller warrants that it shall use reasonable efforts to procure the greatest volume of license fees of the PROGRAMS and/or IMPROVEMENTS consistent with the high quality of Licensor's PROGRAM(s) and to make and maintain adequate arrangements for their manufacture, distribution, advertising, and promotion.

9. Reseller warrants that such distribution and sale shall not be for publicity or promotional tie-in purposes, premium giveaways, or other similar methods of marketing or merchandising without Licensor's prior written approval.

10. Reseller warrants that any IMPROVEMENT provided by Reseller does not constitute an infringement upon the copyright or trade secret of another. Reseller will hold Licensor harmless from any and all claims, damages, loss or liability (including Licensor's reasonable attorney's fees) arising directly or indirectly from any such infringement of a trade secret or copyright of a third party.

11. Reseller warrants that all INTELLECTUAL PROPERTY RIGHTS created or to be created for Reseller by any ENTITY (other than an employee) shall be in accordance with a written contract with such ENTITY requiring the conveyance by the ENTITY to Licensor of all right, title, and interest in and to INTELLECTUAL PROPERTY RIGHTS and that any INFORMATION created by the ENTITY or provided to the ENTITY shall be held by such ENTITY in confidence and that the ENTITY will not compete with Reseller to the extent that Reseller has such obligations of confidentiality and noncompetition under this Agreement to Licensor.

12. The warranties provided in this Article shall survive any termination of this Agreement.

ARTICLE XIII.

LITIGATION

1. (a) In the event of actual or threatened suit charging infringement by Reseller of copyrights or any other INTELLECTUAL PROPERTY RIGHT of others, due to use by Reseller of the rights license herein, Reseller shall promptly notify Licensor of such suit and Licensor shall have the right, but not the obligation, at its own expense, to assume the defense and settlement thereof.

(b). Licensor shall have the right to select counsel if it so desires to assume such defense; provided, however, that if Licensor is to assume the defense, it shall notify Reseller within _________ days of being notified by Reseller of the actual or threatened suit.

2. In the event that Reseller shall become aware of an infringement by third parties of anything licensed under this Agreement, it shall promptly notify Licensor of such infringement and shall do such acts and provide such information as in Licensor's sole discretion would be necessary or desirable in relation thereto, subject to reimbursement by Licensor of Reseller's reasonable expenses in connection therewith. Such acts and provision of information as are required herein by Licensor shall survive any termination of this Agreement for whatever reason.

ARTICLE XIV.

CONFIDENTIALITY

1. INFORMATION is the essence of the Agreement. Accordingly, Reseller, on behalf of itself and its EMPLOYEES, agrees that all of said INFORMATION shall be held in confidence by Reseller and that Reseller shall neither use same for itself nor disclose same to others, nor (directly or indirectly) assist others to use same for itself or others without the express and advance written permission of Licensor unless such information becomes generally publicly available through no act of Reseller during the term of this Agreement and thereafter.

2. This requirement of confidentiality extends to any and all INFORMATION previously acquired by Reseller from Licensor and shall survive the termination of this Agreement for any reason.

3. Reseller shall secure agreements from its EMPLOYEES to hold INFORMATION in confidence which is consistent with Reseller's obligations under this Agreement. The terms and conditions of such agreement pertaining to confidentiality shall be approved by Licensor in writing and in advance.

ARTICLE XV.

NONCOMPETITION

1. Reseller shall refrain from making, using, or marketing, or setting up to make, use, or market, any computer program in competition with the PROGRAM(s), IMPROVEMENTS, and/or FINAL PRODUCTS and Reseller shall also refrain from, directly or indirectly, aiding others from making, using, or marketing, or setting up to make, use, or market any program in competition with the PROGRAM(s), IMPROVEMENTS, and/or FINAL PRODUCT(s) during the term of this Agreement and thereafter.

2. Reseller shall secure agreements from its EMPLOYEES that require the EMPLOYEES not to compete with the PROGRAM(s), IMPROVEMENTS, and/or FINAL PRODUCT(s) consistent with Reseller's obligations under this Agreement, except that such agreement shall terminate with the termination of the EMPLOYEE's employment. The terms and conditions of this agreement shall be approved by Reseller in writing and in advance.

ARTICLE XVI.

TERMINATION

1. If Reseller shall become insolvent or make an assignment for the benefit of creditors, or if a proceeding in involuntary or voluntary bankruptcy shall be instituted on, in behalf of, or against Reseller, and such proceedings shall not be dismissed on Reseller's application within _________ days after the commencement of such proceedings, or if a receiver or trustee of Reseller's property shall be appointed, Licensor may, at its option, by written notice to Reseller, terminate this Agreement forthwith, but such termination shall not prejudice any right Licensor has against Reseller, including the right to recover royalties or any other payments that may have become due. In case of any such termination all right, title, and interest in and to the licenses set forth in this Agreement shall then and forthwith terminate and any INTELLECTUAL PROPERTY RIGHTS in any PROGRAM, IMPROVEMENT, and/or FINAL PRODUCT and/or any IMPROVEMENT thereof shall vest or revest, as the case may be, in Licensor. Any sublicense agreement shall include this requirement, except that where the insolvency, assignment, proceeding, or appointment is that of any CUSTOMER-SUBLICENSEE, the rights sublicensed may, at Reseller's option, vest or revest in Reseller or Licensor.

2. If Reseller is in breach of any term or condition of this Agreement, and shall fail to remedy such breach within _________ days after written notice thereof by Licensor, Licensor may, in its sole discretion, provide to Reseller written termination of this Agreement. This notice shall not, however, prejudice the right of Licensor to recover any royalties or other sums due at the time of such termination and shall not prejudice any cause of action or claim Licensor accrued or may accrue on account of any breach or default by Reseller.

3. On termination of this Agreement, however occurring, all accrued royalties on the PROGRAM which have been made, used, licensed, or otherwise disposed of by or on behalf of Reseller shall immediately become due and payable to Licensor, and, further, any PROGRAM in existence at the termination of this Agreement and upon which

royalty has not been so paid, that same will be treated as though it was coming within and subject to the NET LICENSING PRICE provisions, and the royalty thereon shall also be immediately due and payable to Licensor.

4. Any contract or other arrangement between Reseller and any CUSTOMER-SUBLICENSEE shall reflect all of the terms and conditions of this Agreement.

5. If Licensor shall become insolvent or make an assignment for the benefit of creditors, or if a proceeding in involuntary or voluntary bankruptcy shall be instituted on, in behalf of, or against Licensor, and such proceedings shall not be dismissed on Licensor's application within _________ days after the commencement of such proceedings, or if a receiver or trustee of Licensor's property shall be appointed, Reseller may, at its option, by written notice to Licensor, terminate this Agreement forthwith, but such termination shall not prejudice any right Reseller has against Licensor. In case of any such termination all right, title, and interest in and to the licenses set forth in this Agreement shall then and forthwith vest or revest, as the case may be, in Reseller.

6. With respect to all agreements between Reseller and CUSTOMER SUBLICENSEES upon termination of this Agreement for any reason, any and all rights and benefits to Reseller under any such agreements shall vest in Licensor. All use of any TRADEMARK by Reseller shall cease and Reseller shall return all copies of the PROGRAM(s) and IMPROVEMENTS to Licensor.

ARTICLE XVII.

NOTICES

1. Any notice or statement by either party shall be deemed to be sufficiently given when sent by prepaid, certified mail, return receipt requested, to the other party at its address set forth hereinabove. These addresses shall remain in effect unless another address is substituted by written notice.

ARTICLE XVIII.

JURISDICTION

1. This Agreement shall be deemed entered into in the State of _________ and shall be construed and governed solely by the laws of said State, and it is further agreed that the conflicts-of-law rules of said State or any other jurisdiction shall not be utilized to result in the application of the law of any state other than the State of _________.

2. The parties hereto shall restrict themselves exclusively to the jurisdiction of the courts within the State of _________ for any controversy between them and arising out of this Agreement.

ARTICLE XIX.

AMENDMENT OR MODIFICATION TO AGREEMENT

1. No amendment or modification of this Agreement shall be valid or binding unless the same shall be made in writing and signed on behalf of Reseller by its proper officer duly authorized to do so and by Licensor.

ARTICLE XX.

TITLES AND DEFINITIONS

1. The Article titles of this Agreement are inserted for convenience only and shall not be construed as limiting in any manner.

2. The definitions provided herein and set forth in Article I are referred to by fully capitalizing such definitions throughout this Agreement. The definition of such terms are understood to be applicable to both singular and plural uses of such defined terms.

ARTICLE XXI.

ASSIGNMENT

1. This Agreement and the rights granted hereunder to and the benefits and obligations of Reseller are personal to Reseller and may not be assigned or transferred without the consent of Licensor. The benefits of this Agreement shall inure to the successors and assigns of Licensor.

ARTICLE XXII.

ENFORCEMENT OF RIGHTS

1. The failure to enforce any of the terms and conditions of this Agreement by either of the parties hereto shall not be deemed a waiver of any other right or privilege under this Agreement or a waiver of the right to thereafter claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation of any other party hereto.

2. In order for there to be a waiver of any term or condition of this Agreement, such waiver must be in writing and signed by the party making such waiver.

ARTICLE XXIII.

AGENCY

1. The parties to this Agreement are not, and shall not hold themselves out to be, partners or joint venturers nor is either party authorized or empowered to act as the agent for the other.

ARTICLE XXIV.

PREAMBLE

1. The preamble to this Agreement is hereby incorporated and by this reference shall hereby become part of this Agreement as if set forth herein word for word.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed by their duly authorized officers.

[Signatures]