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<br /> LICENSE AGREEMENT
<br /> This Agreement is entered into an the date set forth below,by and between Creative S PAYMENT TERMS
<br /> Computer Solutions.Inc orare having its principal place of business in Pleasanton, 5.1 licensee a to a C
<br /> California(hereinafter CCS);and grew pay CS the price of the Application Software,Transfer and
<br /> Porting fees identified in Exhibit B by paying a deposit of twenty-five percent
<br /> County of Oranee-North Carolina of the license fees at the time of execution of this Agreement and the baLnce of
<br /> havin g� principal lace of business at the license fox on initial installation of the Application Software.
<br /> its P� p al P es
<br /> 5.2 Licensee ageea to pay CCS the price of the Other Licensed Software identified
<br /> 300 West TIM Street. Hillsborough NC 27278 in Exhibit D by paying a deposit of twenty-five percent of the prix at the time
<br /> (hereinafter Licensee). of execution of this Agreement and the balance upon certification by a service
<br /> 1 LICENSED SOFTWARR engineer of satisfactory completion of the installation of the Software described
<br /> in Exhibit D.
<br /> 1.1 CCS grants to Licensee a nonexclusive,nontransferable,nonsasifnable license 5.3 Licensee agrees to pay CCS the price of the Equipment,if an} identified in
<br /> to use the software identified in Exhibit B("Apppplication Software')and CCS,as Exhibit E by paying` twenty-five percent of the price of the Fquipmmt at the
<br /> authorized agent grants to Licensee a nonexclusive,nontransferable, time of execution d this Agreetrnent and the balance of the price upon
<br /> nomassignable license to use the software described in Exhibit D("Other certification of a aavice engineer of satisfactory completion of the initial
<br /> Licensed Software'J. The license is solely for Licensees own use for its internal installation of the Equipment.
<br /> data Zooming operations and solely on the one computer system currently 5.4 Licensee a to the amounts listed in this used by Lfeauee or phased and delivered hereunder. Licensee agrees to Frees pay Agreement for Services based
<br /> abide by all terms and conditions as required by the manufactures of the Other on the following schedule:
<br /> Licensed Software. 5.4.1 100%of the amount listed in Exhibit B for Application Software
<br /> 1.2 CCS agrees to provide Support Services as described in Exhibit C. Installation and Implementation Plan upon agreement of the initial
<br /> implementation plan.
<br /> 1.3 CCS will include within the Appli cation Software source code in encrypted 5.4.2 10096 of the amount listed in Exhibit B and D for Training Services
<br /> form. no key to decryption will become available to Licensee in the event CCS u completion n each minim erasion. g
<br /> ceases to function u a going concern,or,in a bankruptcy proceeding,the Pon P B
<br /> Licensee's license to use the software is canceled(I l USC 365(n)). 5.4.3 I00%of the monthly Software Technical Assistance fees to scheduled in
<br /> 2 PROPRMTARYINFORMATIO /NOND SC nSIIRF Exhibit C.
<br /> 2.1 Licensed Software,including source code and Technical Services,and all 5.5 All amounts am due and payable within thirty calendar days of CCS'invoice.
<br /> documents related thereto,coneatute@ proprietary information and trade secrets 5.6 CCS shall have the right to withhold services and be held harmless in the event
<br /> to CCS or to the principals for whom CCS is the authorized agent. Tiede and scheduled payments due hereunder remain outstanding for a period longer than
<br /> • full owncrahip,including any modifications or revisions thereto shall at all thirty days from the due date.
<br /> times remain with CCS,or its principal. 5.7 A service charge of one and one-half percent(1.5%)per month will be assessed
<br /> 2.2 Licensee may not make copies of the Licensed Software except for backup, on all put due invoices.
<br /> archival,emergency recovery purposes,or to replace a worn copy. If this 5.9 In addition to the amounts listed for Services,Licensee agrees to pay for actual
<br /> License Agxeanent is terminated,all such copies must be destroyed and the expenses incurred by CCS for lodging,food,airfare,ground transportation,
<br /> Licensed Software rewmed to CCS. mileage and airport parking during the term of this Agreement.
<br /> 2.3 Licensee agreed that it will not allow others to ravers engineer,disassemble, 5.9 ANY taxes,whether specifically identified in this Agreement or not,which are
<br /> recompile,or in any way limper with the Licensed Software. imposed currently or in the future,by any authority with the power of taxation
<br /> 2.4 Licensee shall take all reasonable steps to ensure that all Licensed Software,in in connection with the Sale of the Licensed Software,Equipment or Services,
<br /> whatever font,and all documents relating thereto,are held in confidence by shall be paid by Licensee. If Licensee is exempt from taxation,Licensee shall
<br /> Licensee,its employees and consultants and are not disclosed or made available provide CCS with a Certificate of Exemption within shirty days of execution of
<br /> to any third party not licensed by CCS•without the prior written consent of this Agreement.
<br /> CCS. Licensee shall instinct in writing all parties having access to the Software 6 WARRANTY
<br /> of their obligations under this Article.
<br /> 2.5 In the event of Licensee's breach of this Article as determined by CCS,GCS 6.1 CCS warrants that all Licensed Software is either owned by CCS or licensed by
<br /> shall have the right to enjoin Licensee from further breach and obtain such relief CCS,with the right to sublicense.
<br /> as may be detemhuned by a court of competent jurisdiction. 6.2 CCS warrants that the Software will be free from defects in material and
<br /> 3 EQUIPMENT workmanship and shall substantially meet CCS'then current documentation.
<br /> The warranty ppeerinod of thirty days cammencee immediately following initial
<br /> 3.1 CCS agrees to provide Equipment,if any,under the Terms and Conditions set Software instalLtion. The warranty is extended by a current Software Technical
<br /> forth in Exhibit E. Assistance Agreement,Exhibit C.
<br /> 3.2 Licensee agrees,at its own expense to provide CCS access to Licensees 6.3 These wamnties will only be valid when the Software is used by Licensee in an
<br /> computer system,at a data rate of no less than 9600 baud,during normal appropriate and reasonable manner consistent with normal usage and
<br /> business hours via a CCS-approved telephone modem. Such provision shall be management of such Software. T to exclusive remedy of Licensee for breach of
<br /> operable prior to initial software installation and shall remain operable for the these warranties is that CCS shall be required to correct,repair,adjust or modify
<br /> duration of CCS'obligation to Licensee for Software Technical Assirtance the Software if such defect in material or workmanship occurs and is reported by
<br /> services. Licensee in writin within the appropnato wet inty period. CCS shall not be
<br /> 4 SERVICES responsible or liable for damage to the Software caused by licensee,acts of
<br /> God,the tampering with or modification of the Software by anyone other than
<br /> 4.1 CCS agrees to provide Services enumerated in Exhibits B,C,D,and E of this CCS'authorrred persoinel, r damage to the Software occurring by virtue of
<br /> Agreement with regard toFquipm Equipment Installation,Software Installation and electrical malfunctions,or damages caused by external factors over which CCS
<br /> Implementation Plan,and Application Software Training. has no control.
<br /> 4.2 CCS agrees to provide on-sits installation tlanning and implementation review 6.4 These warranties do not extend to any Software to which repairs or
<br /> assistance for a period not to exceed four days to identify necessary tasks and modifications have been performed by Persons not authorized by CCS,unless
<br /> responsibilities,finalize the implementation schedule,install Software,conduct such repairs were performed with the prior written consent of CCS.
<br /> for licensee personnel. 6.5 end recovery training,and general operations training 6.5 CCS warrants that all Services provided pursuant to this Agreement will be
<br /> performed in a workmanlike manner in accordance with reasonable commercial
<br /> 4.3 CCS a=to provide instructions on-site or at CCS training centers on the use standards. This warranty shall extend for thirty days following completion of
<br /> of the Application Software. CCS will certify members of Licensee's staff who the particular Service and CCS shall correct all Services not so pofor med if
<br /> attend an entire training session and successfully complete the course. Licensee brought to CCS'attention in writing within the warranty period.
<br /> agrees to: 6.6 THE WARRANTIES PROVIDED IN THIS SECTION ARE IN LIEU OF ALL
<br /> identify and assrgn an individual to become a"KEY OPERATOR." This OTHER WARRANTIES,EXPRESS OR WLIED. THERE ARE NO
<br /> individual will then act as the liaison with CCS for any additional WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF,
<br /> training and software related questions; INCLUDING,BUT NOT LMUTED TO,WARRANTIES OF
<br /> make available appropriate personnel who will attend CCS'training on a KIERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br /> regular basis for training purposes and provide a suitable training
<br /> environment with at lest one on-line terminal for every person to be 6.7 Equipment warranties,if any,are set forth in Exhibit E.
<br /> trained and ate on-line terminal for the trainer, 7 LIMITATION OF LIARi11TY
<br /> give CCS seventy-two hours notice in advance of rescheduling of CCS shall not be liable to Licensee or any other person for sty claim or
<br /> scheduled on-site training or to pay a fee equal to the charge for the damages arising directly or indirectly from the fumishing of Equipment,
<br /> previously scheduled on-site training plus all non-refundable expenses Software,Services,or any documentation relating to arch Equipment,Software
<br /> incurred;
<br /> utilize training provided under this agreement within two years.
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