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Remarkable technology. Re~alfstfcprlce. <br />1. BACKGROUND. DP Solutions, Inc. (DPSn is the <br />developer and owner of the Licensed Program and <br />Materials. Client desires to obtain from DPSI a non- <br />exclusive license to use the Licensed Program and <br />Materials only for its use. <br />2. DEFINITIONS. For the purpose of this Agreement, the <br />following are defined terms: <br />a. The term "Source Code" shall mean the human <br />readable and machine-readable program objects <br />(modules) developed by DPSI in the creation of <br />its proprietary software product. <br />SOFTWARE LICENSE AGREEMENT <br />by the client. However, the main part of the Licensed <br />Program shall only be installed on one computer (the <br />central network computer) at a time at the designated <br />site. <br />Client is authorized to transfer the license and to use the <br />Licensed Program on a backup computer when the <br />designated computer is temporarily inoperable until <br />operable status is restored and processing on the backup <br />machine is completed. <br />Client's rights under this agreement to the Licensed <br />Program and Materials shall not be assigned or licensed <br />by Client without the prior written approval of DPSI. <br />b. The term "'Licensed Program" shall mean a 4. LICENSED MATERIALS. DPSI shall famish to the <br />licensed information-processing program or Client upon execution of this Agreement one copy of <br />programs consisting of a series of objects (tables, the Licensed Materials describing the use and <br />queries, forms, reports, macros, modules), application of the Licensed Program. Additional copies <br />instructions, or statements which is machine of the Licensed Materials may be obtained by Client <br />readable, including Source Code as defined upon payment to DPSI, or its authorized agent, the <br />above, published price for such Licensed Materials. <br />c. The term "Licensed Materials" shall mean any <br />materials related to the Licensed Program and <br />provided for use in connection with the Licensed <br />Program. <br />d. The term "Licensed Program and Materials" <br />shall mean both the Licensed Program and <br />Licensed Materials as defined above. <br />e. The term "enhancement" shall mean any <br />program, any part thereof, or any materials not <br />included in the Licensed Program and Materials <br />at the time of execution of this Agreement that is <br />related to the Licensed Program and Materials. <br />f. The term "use" shall include copying any portion <br />of the Licensed Program or Licensed Materials <br />into a computer or transmitting them to a <br />computer for processing of the instruction or <br />statements contained in the Licensed Program or <br />Materials. <br />g. The term "Client" shall mean the end-user of the <br />Licensed Program and Materials. <br />3. LICENSE GRANT. DPSI hereby grants to Client, and <br />Client hereby accepts, subject to the terms and <br />conditions provided in this Agreement, anon-exclusive <br />and nontransferable license to use the Licensed Program <br />and Materials. Client shall have the right to use the <br />Licensed Program and Materials solely for its internal <br />operation and the right to install and use the Licensed <br />Program with the number of concurrent users purchased <br />5. DATA CONVERSION. Client will be responsible for <br />conversion of its current data to the format required by <br />the Licensed Program. <br />6. T'ER The term of this Agreement shall commence <br />upon delivery of the Licensed Program and shall remain <br />in force for a term of 99 years, unless terminated earlier <br />as provided in this Agreement. Acceptance of all terms <br />herein, shall be in force upon registration of the product <br />for Client by DPSI. <br />This Agreement may be terminated at the option of <br />DPSI by the Client's breach of a material provision <br />herein. This Agreement may be terminated at Client's <br />option for a breach by DPSI of a material provision <br />herein. Such a termination by either party will require <br />the Client to return the Licensed Program and Materials <br />to DPSI. Also, the terms affecting proprietary rights of <br />DPSI will remain in effect. <br />7. INSTALLATION. Installation of the Licensed Program <br />shall be the responsibility of the Client. Installation <br />support is available from DPSI or its authorized agents <br />at the then current rate plus any and all applicable <br />expenses. ' <br />8. WARRANTY OF PERFORMANCE. DPSI represents <br />and warrants that the Licensed Program will perform in <br />the manner specified in the Licensed Materials for the <br />entire term of the Agreement. THE FOLLOWING <br />WARRANTIES ARE IN LIEU OF ALL OTHER <br />WARRANTIES AND CONDITIONS EXPRESSED <br />DPS 001 .~ 04-11-t l <br />