SOFTWARE LICENSE AGREEMENT By installing the Licensed Software (described below), you agree to the following terms and conditions: 1. DEFINITIONS The following terms have the following meanings: a. "Licensor" means TAA Tools Inc., a Minnesota corporation, 2660 Superior Drive NW, Suite 101, Rochester, MN 55901 b. "Licensee" means the party acquiring the Licensed Software. c. "Licensed Software" means TAA Productivity Tools. d. "Licensed Computer" means the computer on which the Licensed Software is installed and on which use of the Licensed Software is permitted pursuant to the terms of this License Agreement. e. "Designated Third Party" means any person (a) to whom Licensee may have delegated or outsourced responsibility for the operation and/or maintenance of the system (or part of the system) with respect to which all or any of the Licensed Software is to be used, or (b) that Licensee reasonably requires to have access to and use of the Licensed Software solely for the purpose of performing such person's contractual obligations to Licensee, or (c) with whom Licensee may have back-up or disaster arrangements for such system (or part of such system), provided such person shall agree to be bound by the terms of this License Agreement. 2. GRANT OF LICENSE Licensor hereby grants to Licensee, and any Designated Third Party, but only to the extent such Designated Third Party is acting with respect to the system (or part of the system) owned by Licensee, the non exclusive right to use the Licensed Software for and during the term of this Agreement on the terms and conditions set forth in this License Agreement. 3. SCOPE OF LICENSE Licensee may install and use the Licensed Software on only the Licensed Computer, which may be used by any number of users. The License granted herein is personal to Licensee for use on the Licensed Computer and does not extend to any other computer, person or party. Licensee shall not install the Licensed Software on any other computer without obtaining a license for that computer. 4. TERM The term of each License granted herein shall commence upon the date of this Agreement and continue until this Agreement is terminated as provided herein. 5. LICENSE FEES a. Initial License Fee - As determined in accordance with the attached TAA Tools Fee Policy for the Operating System and Processor Group selected by Licensee, paid upon acceptance of this License Agreement and shall include support and maintenance for 1 year. b. Upgrade Fee - As determined from time to time by Licensor in accordance with Licensor's Fee Policy then in effect. The current Upgrade Fees are set forth in the attached TAA Tools Fee Policy and may be changed by Licensor from time to time. c. Support and Maintenance Fee - No more than 20% of the applicable then current License Fee for the Licensed Software installed on Licensee's computer, payable annually after the first year of this License Agreement, within 30 days of invoicing by Licensor. Product refreshes supplied under maintenance may incur a shipping and handling charge. 6. TAXES All license fees are exclusive of, and Licensee shall pay, all taxes, customs duties, excises or tariffs resulting for or payable in conjunction with the License granted herein. 7. RESTRICTIONS ON COPYING AND REVERSE ENGINEERING Licensee shall not copy the Licensed Software, except that Licensee may make one copy of the Licensed Software for backup purposes only. Licensee shall not attempt to translate, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of any part of the Licensed Software for which the source code is not supplied to Licensee by Licensor. 8. ALTERATION/MODIFICATION OF LICENSED SOFTWARE Licensee may alter or modify any part of the source code for the Licensed Software supplied to Licensee by Licensor for its own internal use on the Licensed Computer. Any alternations or modifications of the Licensed Software shall be the property of Licensor. 9. TITLE TO LICENSED SOFTWARE AND RESTRICTIONS ON TRANSFER The Licensed Software and any and all improvements, alterations and modifications thereto are proprietary to Licensor and title thereto shall remain in Licensor. All applicable patents, trademarks, copyrights, trade secrets and other proprietary information in the Licensed Software and any modifications thereto made at Licensee's request are and shall remain the property of Licensor. Licensee shall not remove any copyright or other proprietary notices from the Licensed Software and shall cause the copyright notice to be included in any copy or partial copy of the Licensed Software made by Licensee. Licensee shall not sell, transfer, publish, disclose, display or otherwise make the Licensed Software or copies thereof available to others. Violation or threatened violation of the terms of this paragraph shall be the basis for immediate termination of this Agreement. The Licensed Software and any copies thereof in Licensee's possession shall be immediately destroyed or returned to Licensor upon termination of this Agreement. 10. TRADE SECRETS ACKNOWLEDGMENT Licensee acknowledges that the Licensed Software contains trade secrets and other proprietary information of Licensor. Licensee shall not permit access to the Licensed Software by any other person or party. Licensee shall secure and protect the Licensed Software and any copies thereof in a manner consistent with the maintenance of Licensor's rights therein. Licensee shall maintain the confidentiality of the Licensed Software using the same care as Licensee uses to maintain the confidentiality of its own confidential information, but in no event less than reasonable care. Licensee acknowledges that the disclosure or threatened disclosure of any aspect of the Licensed Software, or any other confidential information referred to herein, will immediately give rise to irreparable injury to Licensor inadequately compensable by damages at law and Licensor shall be entitled to immediate injunctive relief against the breach or threatened breach of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available to Licensor, and Licensee hereby consents to the obtaining of such injunctive relief. 11. SUPPORT AND MAINTENANCE Licensor shall provide support and maintenance for the Licensed Software for a period of 1 year after the date of this License Agreement. Thereafter, Licensor shall provide support and maintenance for additional 1 year periods upon payment of the Support and Maintenance Fee described above, within 30 days of invoicing by Licensor. If Licensee fails to pay the Support and Maintenance Fee within 30 days of invoicing by Licensor, Licensor's support and maintenance obligation shall cease upon the expiration of such 30 days. "Support and maintenance" shall include: (a) telephone support described on Licensor's website, and (b) updates of the Licensed Software, including any new releases or tools, as available and requested by Licensee. 12. LIMITED WARRANTY Except for the warranty of non-infringement pursuant to paragraph 14 below, Licensor warrants that the Licensed Software shall comply with the written specifications provided with the Licensed Software for a period of 1 year from the date of this License Agreement. If such Licensed Software does not comply with such written specifications, Licensor's sole obligation shall be to correct any such noncompliance, provided Licensee shall have given Licensor written notice of such noncompliance within 1 year of the date of this License Agreement. THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY AND ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR LOSS OF PROFIT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES, IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE WARRANTY CONTAINED HEREIN IS IN LIEU OF ALL LIABILITIES AND OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY OR ACCURACY OF ANY LICENSED SOFTWARE. 13. LIMITATION OF LIABILITY Licensee agrees that Licensor's liability arising out of contract, negligence, strict liability in tort, warranty or otherwise shall not exceed the amounts paid by Licensee for the Licensed Software. 14. LICENSOR'S REPRESENTATIONS AND WARRANTIES The Licensed Software may be derived from or include materials provided by other parties under license to Licensor. Licensor represents and warrants to Licensee that Licensor owns the Licensed Software or has the right to grant the License granted herein and that it will indemnify, hold harmless and defend Licensee from and against any claim of infringement by any third party as the result of the use of the Licensed Software by Licensee pursuant to the terms of this License Agreement. 15. INFRINGEMENT In the event Licensee shall become aware of any infringement or other unauthorized use of any Licensed Software, whether actual or threatened, Licensee shall promptly notify Licensor of the same and shall provide all reasonable assistance to Licensor to prevent such infringement or other unauthorized use. 16. ASSIGNMENT Licensee shall not assign its rights under this Agreement or any License without the prior written consent of Licensor, which consent may be withheld by Licensor in the sole exercise of its discretion. 17. TERMINATION This Agreement and any License may be terminated by the non-defaulting party upon the occurrence of any of the following events of default: a. Failure by the defaulting party to cure any monetary default under this Agreement within 10 days of notice of such default by the non-defaulting party; b. Failure by the defaulting party to cure any non-monetary default under this Agreement within 30 days of notice of such default by the non-defaulting party; or c. The other party files, or has filed against it, a petition under any applicable law relating to insolvency or the protection of creditors, makes an assignment for the benefit of creditors, or a receiver or similar official is appointed for all or a substantial portion of such party's assets. Upon expiration or termination of this Agreement for any reason, all rights and License granted under this Agreement shall terminate. Licensee shall (i) cease using the Licensed Software, and (ii) destroy or return all Licensed Software and any copies thereof in Licensee's possession to Licensor. 18. SEVERABILITY In the event any one or more terms of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected. 19. WAIVER Failure by either party to exercise or enforce any rights conferred herein shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any other time. 20. GOVERNING LAW; JURISDICTION This Agreement and the License granted hereunder shall be governed by the laws of the State of Minnesota. Any dispute under this Agreement or any License granted hereunder shall be submitted to the sole jurisdiction of the Olmsted County District Court in Rochester, Minnesota. 21. ENTIRE AGREEMENT This Agreement shall be the entire agreement with respect to such License and may not be modified or amended except in writing signed by each party.