SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT (the “Agreement”) is made this __ day of _____, 20__ (the “Effective Date”) by and between ADVANTCO INTERNATIONAL, LLC (“Advantco”), and ________________________________ (“Licensee”). 1. Definitions. All capitalized terms in this Agreement not defined in this Section 1 (Definitions) shall have the meanings set forth in the Sections or Exhibits of this Agreement in which they are defined. (a) “Affiliate” means an entity that directly or indirectly, through one or more intermediaries, controls or is controlled by a party, or is under common control with a party, so long as, but only so long as, such control exists. (b) “Confidential Information” means the terms and conditions of this Agreement (but not the existence of this Agreement or Licensee’s status as a customer of Advantco) and all data, trade secrets, business information, proprietary and other information of any kind and in whatever form whatsoever or however it may be marked or denominated, including data developed or produced through access to Confidential Information, that a party (the “Discloser”) discloses, in writing, orally, visually or in any other medium, to the other party (the “Recipient”) or to which the Recipient obtains access and that relates to the Discloser. (c) “Documentation” means standard materials provided or made available by Advantco that describe the Software and its attributes, as the same may be updated by Advantco from time to time. (d) “Intellectual Property Rights” means all intellectual property rights throughout the world, including copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know how, authors’ rights, rights of attribution, and other proprietary rights and all applications and rights to apply for registration or protection of such rights. (e) “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, Trojan horses, spyware, back doors, drop dead devices, or other harmful code. (f) “Production Environment” means the setting where software and other products are actually put into operation for their intended uses by end users. A production environment is a real-time setting where programs are run and hardware setups are installed and relied on for organization or commercial daily operations. (g) “Representative” means an employee, officer, director, or agent of a party. (h) “Software” means the software described in each Software License Schedule, as well as all updates, improvements and modifications thereto provided by Advantco pursuant to this Agreement. (i) “Software License Schedule” means the document attached hereto as Schedule A and each additional written agreement or instrument that sets forth (a) the description of Software that Advantco will provide to License, and (b) the Subscription Fees for such Software, and which is mutually agreed by the parties. (j) “Subscription Fees” means the fees to be paid by Licensee to Advantco for the license granted herein, as set forth in the applicable Software License Schedule. (k) “Subscription Period” means the term of the license applicable to the Software as designated in the applicable Software License Schedule. 2. License. (a) In accordance with the terms herein, Advantco grants to Licensee, and Licensee accepts from Advantco, a nonexclusive, non-sublicensable (except as expressly set forth herein), and nontransferable license to install, use, execute, and copy the Software during the Subscription Period, up to the quantity of the usage metric(s) set forth in the applicable Software License Schedule. As used in this Agreement, the term “Licensee” shall include Affiliates of Licensee. (b) The Software shall be used only for Licensee's own internal business use. Licensee shall not permit any third party to use the Software or grant a sublicense for the use of the Software, except that Licensee may permit its third-party contractors to install, use and execute the Software solely in connection with such contractor’s provision of services to Licensee, provided that such use does not extend to providing services to others, and Licensee shall be responsible for ensuring that such contractors comply with the terms and conditions of this Agreement. 3. Copies; Documentation. Licensee may make back-up copies of the Software in Licensee's normal back-up and disaster recovery operations and for archival purposes. In order to protect Advantco's trade secret, copy¬right, and other proprietary rights in the Software, Licensee shall not remove, obscure or deface any proprietary notice relating to the Software, and Licensee shall reproduce and incorporate Advantco’s trade secrets, copyrights, or other proprietary notice in any allowed copies of the Software. Licensee may use and reproduce for internal purposes all Documentation provided that any trade secret, copyright, or other proprietary notices contained in the Documentation are not removed or modified. 4. Price and Payment. Licensee shall pay Advantco the Subscription Fees and other applicable fees (collectively, “Fees”), as set forth in each applicable Software License Schedule. Fees will be invoiced to Licensee as set forth in each applicable Software License Schedule. In addition to the Fees, Licensee shall pay all taxes (including, but not limited to, withholding, sales (unless an exemption certificate is furnished by Licensee to Advantco), use, privilege, ad valorem or excise taxes, but excluding United States federal income taxes payable by Advantco), however designated, levied or based on amounts payable to Advantco under this Agreement. If Licensee has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Licensee shall gross up the payments so that Advantco receives the amount actually quoted and invoiced. If Advantco has a legal obligation to collect and remit taxes for which Licensee is responsible under this Section, such taxes shall be invoiced to and paid by Licensee, unless Licensee provides Advantco with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments hereunder shall be made in United States Dollars and shall be due and payable within thirty (30) days of Licensee’s receipt of Advantco’s invoice. On any amounts not paid when due, excluding amounts reasonably disputed in good faith by Licensee, Licensee shall pay a service charge accruing thereafter until the date of payment equal to the lesser of (i) the rate of eighteen percent per annum, or (ii) the maximum lawful interest rate applicable. Except as expressly set forth herein, all payment obligations are non-cancelable and all payments made are non-refundable. 5. Audit Rights. Licensee shall maintain, for so long as Licensee is using the Software, records sufficient to demonstrate Licensee’s compliance with its payment and Software copying obligations under this Agreement. Licensee shall make such records and its systems available for inspection by Advantco or its designated representative reasonably acceptable to Licensee, during Licensee’s normal business hours and with reasonable advance notice to Licensee, for the purpose of confirming Licensee’s compliance with its obligations under this Agreement or for the purpose of improving Advantco’s products or services. If an audit reveals that Licensee is using Software beyond the scope of the rights granted in this Agreement (such as for example, for a number of production environments greater than those that Licensee licensed pursuant to this Agreement), then, in addition to any other remedies available to Advantco, Licensee shall pay the reasonable costs of such audit in addition to all underpaid Fees, based on Advantco’s then-current list rates, as well as any applicable late charge. Advantco may audit Licensee no more than once in any one (1) year period. 6. Maintenance. Advantco shall provide the following maintenance and support services (the “Maintenance and Support Services”) for the Software, for so long as Licensee pays the Subscription Fee, subject to any additional terms and conditions set forth in the applicable Software License Schedule. (a) Advantco shall use commercially reasonable efforts to correct or replace the Software or provide the services necessary to remedy any programming error attributable to Advantco and that significantly affects the functionality of the Software. (b) Advantco shall provide reasonable support during its normal business hours for problems, discrepancies or errors that, in Advantco's reasonable judgment, may most effectively be resolved through such support; provided, however, that Advantco reserves the right to charge, at its standard hourly rate then in effect (unless a lower rate is agreed to by the parties), for its services spent responding to calls for which there exist adequate information in the Documentation to address the general and specific areas and topics about which such calls are made. (c) Advantco shall not be responsible for maintaining Licensee- or third-party-modified portions of the Software or portions of the Software affected by such modifications. Corrections for difficulties or defects traceable to the Licensee's or a third party's errors or system changes may be billed to Licensee at Advantco's then standard time and material charges. (d) Advantco may modify the Maintenance and Support Services at any time in its reasonable discretion upon providing written notice to Licensee, provided that any such modification does not materially degrade or materially diminish the Maintenance and Support Services during the then-current calendar year. 7. Licensee's Duties. Licensee shall do the following with respect to the Maintenance and Support Services: (a) To the extent commercially reasonable, cooperate with Advantco to provide all information requested by Advantco to resolve any issues that Licensee has reported to Advantco. (b) Licensee shall perform problem definition activities, and any remedial or corrective actions, as described in the Documentation, prior to seeking assistance from Advantco. 8. Term and Termination. (a) This Agreement shall be in effect from the Effective Date and for so long thereafter as any Software License Schedules are in effect hereunder. (b) Advantco may immediately terminate this Agreement if Licensee is in breach of its obligations in Section 9 (Confidentiality) or Section 10 (Title to Software; Restrictions; Third Party Items). (c) If either party commits a material breach of this Agreement, and persists in such failure for thirty (30) days after receiving written notice thereof from the other party, the other party may immediately terminate this Agreement. (d) Upon termination of this Agreement, a Software License Schedule, or the Subscription Period for any particular Software, (i) any unpaid amounts owed by Licensee shall be immediately due and payable, and (ii) Licensee shall immediately cease using the applicable Software and return to Advantco or destroy (at Advantco’s option) all copies of the Software and Documentation. Termination of this Agreement will be without prejudice to either party pursuing any other remedies available to such party. (e) The rights and obligations of the parties which by their nature must survive termination or expiration of this Agreement or a Software License Schedule shall survive in perpetuity any such termination or expiration, including the rights and obligations set forth in Section 5 (Audit Rights), Section 8 (Term and Termination), Section 10 (Title to Software; Restrictions; Third Party Items), Section 11 (Indemnity), Section 14(d), Section 15 (Limitation of Liability), and Section 16 (General). In addition, any defined terms used in such Sections shall continue to apply following expiration or termination of this Agreement. The parties’ obligations in Section 9 (Confidentiality) shall survive for two (2) years following the termination or expiration of this Agreement. 9. Confidentiality. (a) Each of the parties, as Recipient, agrees that it will not, and will cause its Representatives and Affiliates to not, disclose Confidential Information of the other party during the term of this Agreement and for two years thereafter, other than on a “need to know” basis and then only: (i) to Recipient’s employees or officers; (ii) to Affiliates of Recipient (provided Recipient ensures that such Affiliate maintains the confidentiality of such disclosed Confidential Information); and (iii) to the independent contractors, agents and consultants of Recipient, to the extent necessary to perform its obligations under this Agreement (provided that such persons are subject to a written confidentiality agreement no less restrictive than the terms herein). Unless otherwise authorized by this Agreement, Recipient shall not use Confidential Information of the other party for any purpose other than to carry out this Agreement. Recipient shall treat Confidential Information of the Discloser with no less care than it employs for its own Confidential Information of a similar nature that it does not wish to disclose, publish or disseminate, but in no event less than a commercially reasonable degree of care. Upon expiration or termination of this Agreement for any reason, Recipient shall promptly return or destroy all of Discloser’s Confidential Information in the possession of Recipient, subject to and in accordance with the terms and provisions of this Agreement. Notwithstanding anything herein to the contrary, Recipient shall have the right to retain a copy of Confidential Information of Discloser to the extent required for legal, regulatory, or other governmental compliance purposes provided that such retention is in accordance with this Agreement. In addition, the obligation to return and delete copies of the Discloser’s Confidential Information does not apply to electronic backup copies routinely made as part of an electronic data storage policy. (b) To the extent legally permitted, Recipient shall notify Discloser of any actual or threatened requirement of law to disclose Confidential Information promptly upon receiving actual knowledge thereof and shall cooperate with Discloser's reasonable, lawful efforts to resist, limit or delay disclosure. (c) The obligations of confidentiality in this Section 9 (Confidentiality) shall not apply to any information that (a) Recipient rightfully has in its possession when disclosed to it, free of any obligation to Discloser to maintain its confidentiality; (b) Recipient independently develops without access to Discloser’s Confidential Information; (c) is or becomes known to the public other than by breach of this Section 9 (Confidentiality); or (d) is rightfully received by Recipient from a third party without an obligation of confidentiality to the Discloser. Any combination of Confidential Information disclosed with information not so classified shall not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain. 10. Title to Software; Restrictions; Third Party Items. (a) The Software, including any modifications thereto and all copies thereof, are proprietary to Advantco (or to the third parties under whose license Advantco may distribute the Software) and title thereto remains in Advantco or in such third party. All Intellectual Property Rights in the Software, including all modifications thereto, are and shall remain in Advantco or in such third party. Under no circumstances will Licensee assert, contend, represent or state to any third party that the Software is owned by any party other than Advantco (or its licensors). Licensee acknowledges and agrees that Advantco may use, without restriction, all suggestions, improvements and ideas concerning any part of the Software or Intellectual Property Rights therein that may be communicated to Advantco by Licensee. (b) Licensee shall not (i) reverse assemble, disassemble or reverse compile in whole or in part the Software, (ii) modify or create any derivative works based on the Software, nor (iii) use the Software to provide service bureau data processing services or to otherwise provide data processing services to third parties. Licensee acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern its use of the Software, and Licensee will neither export or re-export, directly or indirectly, the Software in violation of such laws, or use the Software for any purpose prohibited by such laws. (c) Except as expressly permitted herein, Licensee shall have no right or license to, and Licensee shall not, use, copy, print, display, publish, transmit, sublicense or otherwise transfer, distribute or make available to others, edit, modify or create any derivative works of all or any part of the Software and Documentation. Without limiting the foregoing, Licensee has no license to access, use, or copy, or any other rights in or to, the source code for the Software; and Licensee will not disclose all or any part of the source code related to the Software to any person. (d) Without limiting Section 9 (Confidentiality), all information concerning or embedded in the Software (including, but not limited to, the source code thereto) and the Documentation is Advantco’s Confidential Information. Licensee may not use or disclose any such information except as expressly permitted herein, and Licensee shall treat such information with no less care than it employs for its own Confidential Information of a similar nature that it does not wish to disclose, publish or disseminate, but in no event less than a commercially reasonable degree of care. The foregoing Confidential Information of Advantco includes commercially valuable, substantial trade secrets, the design and development of which reflect the effort of skilled development experts and investment of considerable amounts of time and money. Licensee acknowledges: (a) any use of the Software in a manner inconsistent with this Agreement, or (b) any other misuse of the foregoing Confidential Information of Advantco (or its licensors), will cause immediate irreparable harm to Advantco (or its licensors) for which there is no adequate remedy at law. Licensee agrees that Advantco shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such misuse or threatened misuse by Licensee. The parties agree and stipulate that Advantco shall be entitled to such injunctive relief without posting of a bond or other security; provided, however, that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in an amount equivalent to U.S. $1,000 shall be sufficient. Nothing contained herein shall limit Advantco’s right to any remedies at law, including the recovery of damages from Licensee for breach of this Section 10(d). (e) Third-party software, services, devices, equipment, technology, connectivity or other items (collectively, “Third-Party Items”) may be useful or necessary for use of the Software. Licensee shall be responsible for procuring and paying for all Third-Party Items useful or necessary for use of the Software. ADVANTCO SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD-PARTY ITEMS. 11. Indemnity. (a) Advantco at its own expense will (1) defend any action, claim, suit, or proceeding brought against Licensee by a third party alleging that any Software or Licensee’s use thereof within the scope of this Agreement infringes, violates, or misappropriates any Intellectual Property Right of such third party (an “Infringement Claim”), and (2) indemnify and hold Licensee harmless from any and all final judgments and awards, or any settlements, attributable to such Infringements Claims. Advantco will not have any obligation or liability for any Infringement Claim to the extent such Infringement Claim arises from: (i) any use of the Software in a manner not expressly permitted by this Agreement; (ii) any modification of the Software not made by or on behalf of Advantco, (iii) use of a version of the Software that does not include an update provided by or on behalf of Advantco if such update is necessary to avoid infringement; (iv) any use of Software for which Licensee is not receiving Maintenance and Support Services at the time of such use; or (v) any combination of the Software with any software, services or other items not provided by Advantco. (b) Licensee shall provide Advantco with prompt notification in writing of any Infringement Claim. Advantco shall have the sole right to control the defense and settlement negotiations of all such Infringement Claims; provided that Licensee may participate in such defense or negotiations to protect its interests, at the Licensee’s expense, using suitable counsel in Licensee’s discretion. Licensee shall reasonably cooperate with Advantco in connection with Advantco’s settlement or defense of any Infringement Claims. Advantco shall not enter into a court order or settlement that exposes Licensee to any liability or causes Licensee to pay any sum of money without Licensee’s prior written consent. (c) If the Software is, or if Advantco reasonably believes that the Software is likely to become, the subject of an Infringement Claim, Advantco, at its option and expense, will (i) procure the right for Licensee to continue to use the Software, (ii) replace or modify the Software, while maintaining substantially similar functionality, so as to make it non-infringing, or (iii) terminate this Agreement or the applicable Software License Schedule and refund to Licensee the unused, prepaid portion of the Subscription Fees paid to Advantco for the then-current Subscription Period with respect to the affected Software, provided that Licensee has returned or destroyed and discontinued its use of such Software. (d) The provisions of this Section 11 (Indemnity) state the entire liability of Advantco, and Licensee’s sole remedy, with respect to any Infringement Claim. 12. Installation and Acceptance. (a) Unless the parties have entered into a separate agreement providing for Advantco’s installation of the Software, Licensee shall be responsible for the installation of the Software and shall be responsible for ensuring its employees and other users become familiar with the Software and all Documentation therefor. The Software shall be installed only on the hardware specified in the Documentation. 13. Use. Licensee shall limit the use of the Software to its employees and other users who have a need to use the Software as part of their job functions and have adequately studied the applicable Documentation. 14. Warranty and Disclaimer of Warranties. (a) Advantco warrants that: (i) it is the owner of the Software or otherwise has the right and authority to grant the license to Licensee provided for herein and (ii) it will use commercially reasonable efforts that are designed to ensure that no Software, when delivered to Licensee, will contain any Malicious Code. (b) Advantco warrants that during the Subscription Period the Software will conform, in all material respects, to Advantco's current Documentation when installed and properly used in accordance with the Documentation. Advantco's sole obligation with respect to a breach this warranty is to (i) repair or replace the Software giving rise to the breach of warranty, and (ii) if Advantco is unable to repair or replace the Software within a reasonable period of time, then, Advantco shall refund the unused, prepaid portion of the Subscription Fees paid to Advantco for the then-current Subscription Period with respect to such Software. The remedies in this Section 14(b) are exclusive and in lieu of all other remedies for a breach of this warranty. (c) The warranty set forth in Section 14(b) shall not apply if modifications to the Software made by Licensee are the cause of any operational difficulties experienced. If difficulties or defects are traceable to Licensee’s errors or systems changes, any repairs or corrections made by Advantco may, at Advantco's discretion, be billed at Advantco's then standard time and materials charges, unless a lower rate is agreed to by the parties. (d) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14 (WARRANTIES AND DISCLAIMERS OF WARRANTIES) ADVANTCO MAKES, AND LICENSEE RECEIVES, NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADVANTCO DOES NOT REPRESENT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS CAN BE CORRECTED. 15. Limitation of Liability. (a) EXCEPT AS SET FORTH IN SECTION 15(c), NEITHER PARTY SHALL HAVE ANY LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) EXCEPT AS SET FORTH IN SECTION 15(c), THE TOTAL LIABILITY OF EITHER PARTY UNDER OR RELATED TO THIS AGREEMENT ARISING OUT OF ANY EVENT OR SERIES OF EVENTS SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY THE LICENSEE FOR THE ANNUAL SUBSCRIPTION FEE OF THE PRODUCT(S) CAUSING OR OTHERWISE RELATED TO SUCH EVENT OR SERIES OF EVENTS. (c) The limitations of liability in Section 15(a) and 15(b) shall not apply to or limit (a) either party’s liability for its gross negligence, willful misconduct, or fraud, (b) Licensee’s breach of its obligations under Section 2(b) or Section 10 (Title to Software; Restrictions; Third Party Items), (c) either party’s breach of its obligations under Section 9 (Confidentiality), or (d) Advantco’s obligations under Section 11(a)(2) with respect to the amount of any final judgment, award or settlement attributable to any Infringement Claim. 16. General. (a) It is contemplated that additional Software may be added (or, when applicable, removed), by supplementing or replacing the Software License Schedule attached hereto with later dated Software License Schedules upon agreement by both parties hereto. Notwithstanding any revision of the schedules hereto, this Agreement shall continue in full force and effect and shall govern all such later dated Software License Schedules. (b) Licensee shall, notwithstanding any assistance from Advantco, bear the sole risk and responsibility for (1) the selection of the Software to achieve the Licensee's intended use; (2) proper installation of the hardware and software configu¬ra¬tions so as to permit the Software to operate; (3) proper use of the Software; (4) its satisfaction with the results achieved through operation of the Software; and (5) any modifications made to the Software by Licensee. (c) Licensee authorizes Advantco to list Licensee as a customer of Advantco on Advantco’s website and other marketing and promotional materials. (d) Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties with respect to the license of the Software or otherwise relating thereto, which supersedes all prior proposals, understandings and all other agreements, oral and written. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. Notwithstanding anything therein to the contrary, the terms of any Software License Schedule to this Agreement shall supplement and not replace or amend the terms or provisions of this Agreement, and the terms and provisions of this Agreement shall control in the event of any conflict between the terms of any Software License Schedule and the terms and provisions of this Agreement. The terms and provisions of this Agreement shall be incorporated by reference into any Software License Schedule to this Agreement. (e) Except for Licensee’s obligation to pay Fee’s hereunder, neither party hereto shall be liable or deemed in default for any delay or failure in performance hereunder resulting from any cause beyond its reasonable control. (f) This Agreement, and any action arising out of or related to it, shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to the application of its conflicts of law principles. The parties expressly disclaim the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Charlotte, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. (g) If any provision of this Agreement shall be held to be invalid or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. (h) This Agreement shall be binding upon, and for the benefit only of, the parties hereto and their respective successors and permitted assigns. Licensee may assign this Agreement and any of its rights, duties or obligations hereunder (including assignment by merger, acquisition or operation of law) only with the prior written consent of Advantco. (i) The parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties or any of their subcontractors or Representatives. (j) Except as expressly set forth herein, the remedies under this Agreement shall be cumulative and are not exclusive, and election of one remedy shall not preclude pursuit of other remedies available under this Agreement or at law or in equity. (k) The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. (l) All communications or notices permitted or required to be given or served under this Agreement shall be in writing at the appropriate party's address as set forth below (or to such other addresses as the parties may substitute by written notice given in the manner prescribed in this Section as follows), and shall be deemed to have been duly given or served when received if (a) delivered in person or (b) sent by (i) registered or certified mail, return receipt requested; (ii) a globally-recognized courier service guaranteeing next-day delivery, charged prepaid; or (iii) facsimile or email (and promptly confirmed by any of the foregoing manner): If to Advantco: Advantco International LLC 125 Remount Rd, Suite C1 #382 Charlotte, NC 28203 USA Fax: +1 910 775 2080 Email: legalnotices@advantco.com If to Licensee: (m) This Agreement may be executed in any number of counterparts, each of which when executed and delivered, shall constitute an original, but all of which together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Transmission by fax or by electronic mail of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. [Signature page follows] Approval IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representative. Advantco Licensee Approved By: __________________________ Approved By: __________________________ Title: __________________________ Title: __________________________ Print Name: __________________________ Print Name: __________________________ Address: Advantco International, LLC 125 Remount Rd, Suite C1 #382 Charlotte, NC 28203 USA Address: Date: __________________________ Date: __________________________ SCHEDULE A Software License Schedule This Software License Schedule (“License Schedule”) sets forth certain terms and conditions with respect to Software and Maintenance and Support Services to be provided by Advantco International, LLC (“Advantco”) to _________________________ (“Licensee”). This License is effective as of the date of this __ day of _____, 20__ (the “Schedule Effective Date”) and is subject to and governed by that certain Software License and Maintenance Agreement, entered into as of _____________, by and between Advantco and Licensee (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Agreement. Software licensed to Licensee: Advantco Adapter for SAP NetWeaver® consisting of: Application: A copy of Advantco’s Adapter for SAP NetWeaver®. Documentation: A copy of Documentation for the Advantco Adapter for SAP NetWeaver® will be provided to Licensee. Subscription Fees: Description Subscription Period Price Quantity* Price Advantco Adapter for SAP NetWeaver® annual subscription fee including maintenance & support 1 Year 1 Total The applicable Subscription Period listed above will automatically renew for consecutive renewal Subscription Periods equal to the initial Subscription Period, unless either Party gives written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current initial Subscription Period or renewal Subscription Period, as applicable. The initial Subscription Fees of the Software shall be invoiced when such Software is delivered to Licensee. Such Subscription Fees thereafter shall be invoiced annually, sixty (60) days in advance of the anniversary of the Schedule Effective Date. Advantco may increase the applicable Subscription Fees for any renewal Subscription Period upon providing thirty (30) days’ written notice of such increase to Licensee prior to such renewal Subscription Period. *For each license of the Software, Licensee may (i) install, execute, and use the Software on one (1) server (physical or virtual) operating in a Production Environment and (ii) install, execute, and use the Software on four (4) servers (physical or virtual) that are not operating in a Production Environment (e.g., that are operating in a testing environment).   IN WITNESS WHEREOF, the parties hereto have caused this Software License Schedule to be executed by their respective duly authorized representative. Advantco Licensee Approved By: __________________________ Approved By: __________________________ Title: __________________________ Title: __________________________ Print Name: __________________________ Print Name: __________________________ Address: Advantco International, LLC 125 Remount Rd, Suite C1 #382 Charlotte, NC 28203 USA Address: Date: __________________________ Date: __________________________