HighGear® Software License Agreement
Licensor:
Swift Software, Inc 
a Maryland Corporation registered in the U.S.A. whose principal address is:
8490 Progress Drive, Suite 250
Frederick, MD 21701

ARTICLE 1 EXPLANATORY STATEMENT
Licensor is the author, creator, and owner of the Intellectual Property Rights of the HighGear software system (the “Licensed Software”). The Licensee is a commercial or public enterprise desiring to use and employ the Licensed Software in its business and/or operations for its own internal uses. In addition, Licensee may desire to engage Licensor to perform certain services, and Licensor may agree to provide such services, provided that Licensee agrees to the terms and conditions set forth herein. Accordingly, the parties have agreed to enter into this Agreement for the purpose of granting specific rights to the Licensee for the use, deployment and integration of the Licensed Software, and to set forth other terms and conditions relating thereto.

NOW THEREFORE, in consideration of the mutual promises, agreements and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 2 DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below:
 “Affiliates” means any Person which, directly or indirectly, controls or is controlled by or is under common control with any of the parties hereto.
 “Agents” means any Person, or organization which, directly or indirectly, controls or is controlled by or is under common control with any of the parties hereto.
“Confidential Information” means all information (whether or not specifically labeled or identified as confidential) of each party 
(the “Disclosing Party”), in any form or medium, that is disclosed to, or developed or learned by, the other party (the “Receiving Party”) or any of its Representatives in connection with this Agreement and that relates to the business information, inventions, improvements, know-how, patent applications, specifications, drawings, engineering data, process, flow diagrams, software source code, software object code, business plans, pricing, products, product plans, research and development, customer lists, investor lists, and any other proprietary information or services of Disclosing Party or its suppliers, clients or customers. Confidential Information shall not include any information that Receiving Party can demonstrate (i) is publicly known through no wrongful act of Receiving Party or breach of Receiving Party’s obligation of confidentiality; (ii) was lawfully known to Receiving Party prior to the time it was disclosed to, or learned by, Disclosing Party during the term of this Agreement; (iii) was received by Receiving Party from a third party not in breach of any obligation of confidentiality; or (iv) was independently developed by Receiving Party without any use of any Confidential Information.
“Documentation” shall mean all manuals and written or printed technical material (in any medium), provided by Licensor to Licensee to explain the operation and specifications of the Licensed Software or aid in its Use.
“Error” as applied to the Licensed Software means a reproducible failure to perform in accordance with the Documentation in some material respect.
“Intellectual Property Rights” means all intellectual property and similar proprietary rights (including rights held under license) in any jurisdiction, including all such rights in and to (i) computer software or hardware, whether or not copyrightable, including all databases, source code, object code, programs, applications, models, repositories, specifications and documentation, (ii) original works of authorship, whether copyrightable or not, copyrights, and all renewals, modifications and translations thereof, (iii) patents (including design patents, method patents and utility patents), patent applications (including divisions, continuations, continuations-in-part and provisionals), re-examinations, reissues and extensions, and patents of addition, utility models, industrial designs, inventors’ certificates and invention disclosures, (iv) trademarks, service marks, brand names, certification marks, trade dress, assumed names, trade names and other indications of origin, including all goodwill associated with the foregoing; and (v) know-how and other confidential or non-public business information which give trade secrets under applicable law and all registrations of, and applications to register, renewals or extension of the foregoing; all claims and defenses relating to the foregoing; and all rights in any agreement relating to the foregoing.
“License Fees” or “Subscription Fees” means the fees due and payable under this Agreement for the licenses granted under this Agreement as set forth in SCHEDULE 2.
“Licensed Software” shall mean the HighGear computer software described in SCHEDULE 1, together with any and all modifications, enhancements, updates, workarounds, and improvements provided by Licensor, subject to the Level of Use purchased by the Licensee pursuant to the terms of this Agreement.
“Level of Use” means the total number of licenses and related use rights granted to the Licensee as determined by the Base License purchased by the Licensee pursuant to the terms of this Agreement.
“Maintenance and Support Agreement” means the agreement as attached hereto as SCHEDULE 3.
“Maintenance and Support Services” means the maintenance and support services to be provided by the Licensor to the Licensee under the terms of this Agreement as set forth in SCHEDULE 3.
“Master Services Agreement” means the agreement for additional services as attached hereto as SCHEDULE 4.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization or association, trust or other entity (including any governmental entity).
“Product License Key” means the series of numbers and/or letters provided by the Licensor to the Licensee to “unlock” the Evaluation Version of the Licensed Software.
“Representatives” means each parties’ respective officers, directors, employees, consultants, owners, agents and/or subcontractors (and their respective employees).
“Sales Order” means an order for Licensed Software referenced in Schedule 2 of this Agreement and incorporated herein by reference.
“Work Order” means an order for work and/or services completed pursuant to the terms and conditions of the Master Services Agreement.

ARTICLE 3 GRANT OF LICENSE
3.1. Base License Election and Purchase
The parties acknowledge and agree that Licensee will purchase one of the Base License Options described in SCHEDULE 1 in accordance with the terms and conditions set forth in the Sales Order attached hereto as SCHEDULE 2, and which the parties shall execute simultaneously with this Agreement. The Licensee does hereby agree to purchase the Base License and Maintenance and Support Contract in accordance with the attached signed Sales Order. If the Licensee also agrees to subscribe to or purchase other optional software modules and/or services via the same sales order, those modules and services shall be deemed a part of this Agreement by their inclusion thereby. All License Fees and other amounts due under the terms of the Sales Order shall be due and payable in accordance with the terms and conditions set forth on the Sales Order, and if no specific terms are specified thereon, then such amounts shall be paid in accordance with ARTICLE 12 of the Master Software License Agreement.

3.2. General Grant of License
Upon payment of the license fee amounts set forth in the Sales Order, Licensee is hereby granted, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable, temporary right to use the Licensed Software and Documentation within the usage parameters determined by the Level of Use and Base License Option defined in purchased by the Licensee’s subscription pursuant to the terms of this Agreement. 


ARTICLE 4 USE AND COPY RESTRICTIONS
4.1. General Restrictions
Licensee shall only use the Licensed Software in accordance with the Level of Use purchased by the Licensee and the license granted to Licensee pursuant to ARTICLE 3. Without limiting the generality of the foregoing, and except as expressly permitted in ARTICLE 3, Licensee shall not, and shall cause its respective Affiliates and Representatives not to: 
(a)	duplicate (except for backup, disaster recovery or transfer to a new server), modify or otherwise alter, incorporate into materials or create any derivative work based upon, in any manner whatsoever, in whole or in part, the Licensed Software (or any portion thereof), or 
(b)	sublicense, transfer, assign, sell, rent, lease, share, lend, publish, disclose, display or make accessible, distribute, provide, or otherwise convey, or grant any security interest in, the Licensed Software or Documentation (or any portion thereof) to any third party, in each case other than Licensee’s Affiliates, Customers, and Representatives, or
(c)	use the Licensed Software in order to build a competitive product or service or copy any features, functions, or graphics of the Licensed Software.
To the extent applicable, the Licensee shall comply with all applicable laws and regulations, including in connection with use of the Licensed Software and Documentation.

4.2. Right to Modify and Adapt Software
Except to the extent expressly permitted by applicable law, Licensee may not modify, alter, adapt, change, translate, reverse engineer, de-compile, disassemble or create derivative works based upon, the Licensed Software or Documentation. To clarify, nothing in this Agreement prohibits Licensee from creating software code as a “plug-in” or other stand-alone software designed to interface with the Licensed Software through “application programming interfaces” or API’s supplied by Licensor, provided that such use does not otherwise violate the terms and conditions of this Agreement.

4.3. Unauthorized Use
Licensee shall promptly notify Licensor in writing if the Licensee learns of an unauthorized use or disclosure of the Licensed Software, and provide reasonable assistance to Licensor in the investigation and prosecution of such unauthorized use or disclosure.


ARTICLE 5 PROTECTION OF TITLE
5.1. Title to Software/Documentation
This Agreement does not, and shall not be construed to, license, grant, transfer or assign to Licensee any rights, title or interest in or to the Licensed Software and Documentation, except for the licenses expressly granted pursuant to ARTICLE 3 above. The Licensor shall retain and continue to own exclusively all rights, title and interest in and to the Licensed Software and Documentation, together with all associated Intellectual Property Rights throughout the world. The originals and all copies of the Licensed Software or Documentation (or any portion thereof) are, and shall remain, owned exclusively by the Licensor subject to the terms of this Agreement. The Licensor reserves all rights in the Licensed Software and Documentation not expressly granted in this License Agreement, including without limitation the right to license the Licensed Software and Documentation to others.

5.2. Protection of Title
The Licensee acknowledges and agrees that the Licensed Software and Documentation are protected by copyright and other intellectual property laws, is of a proprietary nature, and contains the valuable trade secrets of the Licensor. Accordingly, Licensor shall, and shall cause its respective Representatives and Affiliates to, 
(a)	take reasonable actions to secure and protect the Licensed Software and Documentation at all times in a manner consistent with maintaining the Licensor’s rights therein and shall take all actions the Licensor may reasonably request from time to time to protect the Licensor’s rights therein; 
(b)	preserve the confidentiality and proprietary character of the Licensed Software and Documentation and treat all information contained therein or associated therewith as confidential, and
(c)	not remove or obscure the Licensor’s copyright, trademark or other proprietary rights notices. Licensee shall notify the Licensor in writing immediately of any actual or threatened breach of this Section, and shall cooperate with the Licensor in enforcing these provisions. The protections set forth in this SECTION 5.2 are in addition to, and shall be read in conformity with, the provisions set forth in ARTICLE 8 below. 


ARTICLE 6 LIMITED WARRANTIES
6.1. Establishment of Base Warranties
Licensor represents and warrants as follows:
a)	That Licensor has good and valid title to the Licensed Software, and has all the rights and licenses required to grant the license provided in this Agreement to the Licensee for the Licensed Software. In addition, the Licensed Software and Documentation, as used under this Agreement, does not infringe, misappropriate or violate any patent, trademark, copyright, trade secret, or other intellectual property right of any third party. 
b)	Licensor warrants that the Licensed Software will substantially conform to the Documentation and other written representations regarding its features and performance in all material respects as of the Effective Date.
c)	Licensor does not warrant that the Licensed Software is completely Error free. Licensor does represent and warrant that to the best of its knowledge the Licensed Software does not contain any “harmful” or “malicious” code (as such is generally defined and understood under standard industry computer programming). Licensor shall not intentionally insert any such code into the Licensed Software and shall ensure Licensor’s personnel and third parties do not insert any such devices.
d)	Licensor does not make any representations or warranties regarding any third party software or hardware not included within the Licensed Software, even if Licensor recommends such product for use in connection with the Licensed Software. 
e)	Any Maintenance and Support Services that are bundled with the Level of Use purchased by the Licensee and/or which are otherwise to be provided in accordance with the Master Services Agreement shall be performed by qualified personnel in accordance with all applicable laws and regulations and with the reasonable skill and care in accordance with highest industry standards.
Licensor's warranty obligations in this SECTION 6.1 shall terminate upon the termination of this Agreement.

6.2. Acceptance of Software
The parties acknowledge and agree that the Licensor provides an Evaluation Version of the Licensed Software for a mutually agreed period of time (the "Evaluation Period") so that the Licensee can conduct a complete and thorough functional, technical, integration and performance evaluation of the Licensed Software and so the Licensee can determine on its own the merchantability, integration, satisfactory quality, or fitness for any particular purpose of the Licensed Software for its intended purposes. The Evaluation Version may be converted into a production version by the entry of a Product License Key, and as such the Evaluation Version and the actual Licensed Software are technically the exact same product except that one will cease to function after the expiration of the Evaluation Period. Consequently, as further set forth in SECTION 6.3 below, the Licensor does not make any representation or warranty regarding the merchantability, integration, quality, or fitness for any particular purpose and/or any other warranty regarding the Use and quality of the Licensed Software except as specifically provided in SECTION 6.1 of this Agreement and/or any Schedule attached to this Agreement. Accordingly, the Licensee, by its execution of this Agreement and its “unlocking” of the Licensed Software by the use of the Product License Key or accessing of the system once a license key has been applied on behalf of Licensee by Licensor, shall be deemed to have accepted the Licensed Software.

6.3. Disclaimer of Other Warranties
EXCEPT AS SET FORTH IN SECTION 6.1 AND/OR BY THE TERMS OF THIS AGREEMENT (INCLUDING ANY ATTACHED SCHEDULES), THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED WITHOUT ANY ADDITIONAL REPRESENTATION, WARRANTY, GUARANTEE OR OBLIGATION BY THE LICENSOR OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. THE WARRANTIES SET FORTH IN SECTION 6.1 AND THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ANY OTHER WARRANTIES. LICENSEE ASSUMES THE SOLE RISK OF CONSEQUENTIAL, INCIDENTAL, OR UNLIMITED DIRECT DAMAGES. LICENSOR HAS NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT, AND THE LICENSOR’S LIABILITY HEREUNDER IS SUBJECT TO PROVISIONS OF THE MASTER SOFTWARE LICENSE AGREEMENT. IF FOR ANY REASON, THIS DISCLAIMER OF WARRANTIES IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES, PURPORTED TO BE DISCLAIMED HEREBY SHALL BE LIMITED IN DURATION TO A PERIOD OF NINETY (90) DAYS AFTER THE SERVICE DELIVERY DATE, AND NO OTHER WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT DATE.

6.4. Remedies for Breach of Warranty
Licensor’s sole obligation in connection with a breach of the representations and warranties described in this ARTICLE 6 and/or as otherwise provided by the other express terms of this Agreement, including any Schedule attached hereto, shall be to use all commercially reasonable efforts to correct and/or cure the matter causing the breach of the representation or warranty. If Licensor cannot correct a problem or defect for which it is responsible within a reasonable time, Licensee shall be entitled to cease use and return all copies of the Licensed Software and Documentation to the Licensor and receive a refund of the license and/or subscription fees and other amounts paid to Licensor for the Licensed Software in the previous 12-month period. The foregoing shall be Licensee’s sole and exclusive remedy in connection with a breach of the representations and warranties set forth in this ARTICLE 6 and/or as otherwise provided by the other express terms of this Agreement, including any Schedule attached hereto.


ARTICLE 7 INDEMNIFICATION, LIMITATION OF LIABILITY AND DAMAGES
7.1. Limitation of Liability
Except with respect to their obligations under ARTICLE 8, in no event shall either party be liable for loss of profit, data, goodwill, or special, indirect, consequential, incidental, or exemplary damages, even if they were advised of the possibility of such damages. Furthermore, except with respect to its obligations under ARTICLE 8, neither party’s liability (whether in contract, tort, or otherwise) arising out of, or in connection with, this Agreement or the Licensed Software or Documentation shall in any case exceed the aggregate amounts paid by Licensee to Licensor during the twelve-month period preceding the occurrence of the event giving rise to such liability.

7.2. Indemnification
Subject to SECTION 7.1, each party (Indemnifying Party”) shall indemnify, defend and hold the other party (“Indemnified Party”), its directors, officers, employees, independent contractors and agents harmless from any damages, losses, attorneys’ fees, costs, expenses, liabilities and settlement amounts (each, a “Loss” and collectively, “Losses”) with respect to any actual or threatened disputes, claims, actions, lawsuits or proceedings (each, a “Claim” and collectively, “Claims”) asserted, commenced or threatened against Indemnified Party or any third party which arise out of or are related to this Agreement.
Upon notification of a Claim, Indemnifying Party may assume the defense of the Claim at its sole expense with counsel of its choice reasonably satisfactory to Indemnified Party. Indemnified Party may retain separate co-counsel and participate in the defense of the Claim at its sole cost and expense. Neither party will consent to any judgment or settlement of the Claim without the written consent of the other party, such consent not to be unreasonably withheld.

7.3. Limitation on Action
No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of such action arose and was known, or reasonably should have been known, by the party bringing such action.

7.4. No Third Party Beneficiaries
Each party’s representations, warranties, and indemnification obligations shall be solely for the benefit of the other party and its Affiliates, and not for the benefit of any third parties.


ARTICLE 8 PROTECTION OF CODE/CONFIDENTIALITY
8.1. Access to Code
Licensee may have access to certain portions of the source code of the Licensed Software (collectively, the “Code”), which Licensee acknowledges is the confidential and proprietary information of Licensor. Accordingly, Licensee shall not: (a) disclose the Code or any information about the Code to anyone without Licensor’s prior written consent, except for employees or Representatives of Licensee on a need-to-know basis who have agreed to keep such information confidential; or (b) use the Code or any information about the Code except in connection with its permitted Use of the Licensed Software in accordance with this Agreement. Licensee shall be liable for any breach of this SECTION 8.1 by any of its employees, agents, or representatives.

8.2. Non-Disclosure – Licensee
Licensee shall protect the Licensed Software, the Documentation, and Licensor’s other Confidential Information with at least the same degree of care and confidentiality (but not less than a reasonable standard of care), which Licensee utilizes for similar Licensee information that it does not wish disclosed to the public. Licensee may provide access to, and use of, the Licensed Software and the Documentation only to those third parties that: (i) provide services to Licensee concerning Licensee’s use of the Licensed Software and have agreed to non-disclosure obligations imposed by Licensee substantially similar to those contained in this Agreement; or (ii) are a customer or vendor of Licensee that has a need to use and access the Licensed Software. Licensee shall be liable for any violation of ARTICLE 4 and for any unauthorized use or disclosure of Licensor’s Confidential Information or Code by any of Licensee’s Affiliates, Representatives, customers, or other parties that Licensee allows to access the Licensed Software.

8.3. Ownership of Data
Licensor acknowledges that all data entered and thereby stored within the Licensed Software and all supporting databases is the sole and exclusive property of the Licensee and shall be subject to the provisions of Agreement.

8.4. Non-Disclosure – Licensor
Licensor shall protect Licensee’s Confidential Information with at least the same degree of care and confidentiality (but not less than a reasonable standard of care), which Licensor utilizes for similar Licensor information which it does not wish disclosed to the public. Licensor may provide access to, and use of, Licensee’s Confidential Information only to those third parties that: (i) provide services to Licensor concerning Licensor’s use of Licensee’s Confidential Information as expressly authorized by Licensee; (ii) have a need to use and access Licensee’s Confidential Information in order to provide services to Licensee hereunder; and (iii) have agreed to non-disclosure obligations imposed by Licensor in order to provide services to Licensee hereunder at least as protective of Licensee as those contained in this Agreement. Licensor shall be liable for the unauthorized use or disclosure of Licensee’s confidential information by any of Licensor’s Affiliates or Representatives.

8.5. Right to Disclose
This Agreement imposes no obligation upon either party with respect to the other party’s Confidential Information which was in the possession of, or was rightfully known by, the disclosing party without an obligation to maintain its confidentiality prior to its receipt from the non-disclosing party; is or becomes generally known to the public without a violation of this Agreement or any other non-disclosure obligation owed to the non-disclosing party; is obtained by the disclosing party in good faith from a third party having the right to disclose it without a non-disclosure obligation to the non-disclosing party; is independently developed by the disclosing party without the participation of persons who have had access to the non-disclosing party’s confidential information; or was required to be disclosed by applicable law or regulatory authorities, provided that the disclosing party notifies the non-disclosing party of such requirement prior to disclosure, and provided further that the disclosing party makes diligent efforts to limit the disclosure of the Confidential Information, including seeking confidential treatment of such Confidential Information.

8.6. Survival of ARTICLE 8
The provisions of this ARTICLE 8 shall survive the termination of this Agreement for a period of five (5) years; provided, however, that with respect to any personally identifiable information of any Licensee customer or personnel the obligations shall be perpetual.


ARTICLE 9 TERM AND TERMINATION
9.1. Termination by Expiration
The term of this Agreement shall commence on the Effective Date and shall continue until the termination of the associated Maintenance and Support Agreement.

9.2. Termination for Cause
Either party may terminate this Agreement and the license granted hereunder upon the happening of any of the following events:
a)	if the other party becomes subject to any bankruptcy or insolvency proceeding or the appointment of a receiver, or makes an assignment for the benefit of its creditors; 
b)	if the other party has materially breached this Agreement (but not any breach of any of the terms of the schedules hereto), and such breach is not cured within thirty (30) days after written notice of the breach is given by the party seeking termination; provided, however, that if the breach in question is one that cannot be reasonably remedied within such thirty (30) day period, then such party shall be given such additional time as may be reasonable under the circumstances (not exceed an additional 30 days) to cure such breach; or
c)	If both parties mutually agree upon the termination.

9.3. Payment of Fees upon Termination
In the event of a termination of this Agreement for any reason other than by Licensee for cause, Licensee shall pay all outstanding invoices and charges not disputed in good faith to the date of termination, including: 
(a)	payment for any hardware or software provided in connection with this Agreement and/or any Work Order and 
(b)	to the extent that Licensor has performed services or incurred expenses or commitments in connection with this Agreement and/or any Work Order that have not been fully performed, Licensee shall pay Licensor on a time and materials basis upon receipt of an invoice from the Licensor in accordance with the Licensor’s standard rates and policies as defined in the Master Services Agreement. Such payment shall not exceed the aggregate amount set forth in this Agreement and/or the applicable Work Order.

9.4. Return of Materials
Within thirty (30) days after the termination of this Agreement for any reason each party shall return to the other or destroy all of the other’s Confidential Information and any other property of the other held by each for purposes of this Agreement. Licensor may withhold any information that is required to be returned to Licensee under this Agreement until such time as Licensee has paid Licensor any and all outstanding amounts due under this Agreement.

9.5. Right to Use Software Post Termination
If Licensor properly terminates this Agreement for cause in accordance with Section 9.2 above, then: (i) the Licensee’s license to use the Licensed Software and Documentation and all other associated rights granted pursuant to Agreement shall be immediately terminated and extinguished, (ii) Licensee shall immediately cease using the Licensed Software and Documentation, and (iii) Licensee shall promptly return to Licensor (or destroy and certify such destruction to Licensor in writing) any and all copies of the Licensed Software and Documentation.

9.6. Survival of Provisions
The parties agree that notwithstanding the termination of this Agreement for any reason, ARTICLE 5, ARTICLE 6, ARTICLE 7, ARTICLE 8, and ARTICLE 14, as well as SCHEDULE 5 shall specifically survive such termination.  In the event of conflict between the terms of this Agreement and any other agreement between the parties, the provision which provides greater protection to Licensor shall apply.


ARTICLE 10 ASSIGNMENT
10.1. Prohibition of Assignment
Under no circumstances shall this Agreement or the license granted under this Agreement be assigned, sold, leased, encumbered, or otherwise transferred by either party (directly, indirectly, or by operation of law through a merger, sale of controlling equity interest, or otherwise) without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, however, that either party shall have the right to assign its rights and obligations under this Agreement to any purchaser of all or substantially all of its assets or other successor to its business so long as: (a) such party provides the other party with prior written notice of such proposed assignment; (b) such assignee agrees in writing to be bound by the terms and conditions of this Agreement; and (c) such assignee is not a competitor of Licensor (as determined by Licensor in its discretion).

10.2. Binding on Successors
This Agreement shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective successors and assigns, except as otherwise required by law or regulatory authorities.


ARTICLE 11 CONFIDENTIALITY OF TERMS OF AGREEMENT
Each party agrees not to publicize or disclose to any third party, without the written consent of the other party, the specific terms of this Agreement, except as required by law or regulatory authorities.


ARTICLE 12 PAYMENT FOR LICENSES AND SERVICES
12.1. Billing and Payment
Except as specifically provided in a Sales Order or Work Order, Licensor shall bill the Licensee for Licensed Software, Services, and other purchased labor or products on a monthly basis (“Monthly Billing Statement”). All amounts set forth on the Monthly Billing Statement not disputed in good faith shall be due and payable within thirty (30) days after Licensee’s receipt thereof (“Due Date”). Licensee shall be responsible for the payment of all federal, state and local sales, use, value added, and related taxes assessed or otherwise due for the licenses granted and services provided pursuant to this Agreement (including any such taxes due on the sale or leasing of Hardware or Software), each of which shall be listed as a line item in the applicable invoice, excepting any taxes arising from the income or revenues of Licensor. All payments shall be made in the currency of the United States, and any amounts not paid within fifteen (15) days after Licensee’s receipt of written notice of its failure to timely pay shall accrue interest at a rate equal to 1.50% per month for each month (or portion thereof) that such amounts remain unpaid (or the highest amount permitted by law, whichever is lower). Specific terms and conditions pertaining to the Licensee’s payment for any Hardware or Software that may be part of the Services may be incorporated in a Work Order, and the Licensee agrees to pay such amounts not disputed in good faith as otherwise specified in such Work Order. The provisions of SECTION 3.2 below shall also apply to the collection of any outstanding amounts due for Hardware and/or Software.

12.2. Credit Card Payments and Authorization
The Licensee does hereby authorize Licensor to charge all fees and charges due and payable by Licensee to Licensor for the Services rendered pursuant to this Agreement from time to time using any card number that is provided to Licensor by Licensee.

12.3. Cancellation of Work Order
In the event Licensee terminates a Work Order for any reason other than for cause, Licensee shall pay all outstanding invoices and charges to the date of termination, including payment for any Hardware or Software provided or to be provided in connection with the Work Order (regardless of whether or not such items have been physically delivered to the Licensee). To the extent that Licensor has performed services or incurred expenses or commitments in connection with the cancelled Work Order not fully completed, Licensee shall pay Licensor on a time and materials basis in accordance with Licensor’s standard rates and policies (but not to exceed the aggregate amount set forth in the applicable Work Order) upon receipt of an invoice from Licensor.

12.4. Attorney Fees/Collection
Licensee shall pay all reasonable attorney fees and related collection costs incurred by Licensor in collecting any amounts due hereunder that remain unpaid 90 days after the Licensee has received invoice for same. Such amounts shall be due upon demand. In addition, to the extent any amounts due under this Agreement (including any Work Orders) remain unpaid for a period of ninety (90) days, then Licensee hereby authorizes any attorney designated by Licensor to appear for it in any court of record (including Frederick County, Maryland) and waive the issuance and service of process and confess judgment against Licensee, hereby waiving and releasing all errors and rights of exemption, appeal, stay of execution, inquisition and extension upon any levy on real estate or personal property to which the Licensee may otherwise be entitled under the laws of any State or possession in the United States, now in force, or which may hereafter be passed, for the entire outstanding principal balance due under this Agreement, for interest due there-under, for any sums due pursuant any and all Work Orders, for reasonable attorney's fees of such amounts and for the costs of suit. The authority and power to appear for and enter judgment by confession against the Licensee shall not be exhausted by one or more exercises thereof, or by any imperfect exercise thereof, and shall not be extinguished by any judgment entered pursuant hereto. Such authority and power may be exercised on one or more occasions, from time to time, in the same or different jurisdictions, as often as Licensor shall deem necessary or desirable.


ARTICLE 13 MAINTENANCE, SUPPORT AND OTHER SERVICES
13.1. Maintenance and Support Services
As long as Licensee has an active Maintenance and Support Contract, Licensor shall provide Maintenance and Support Services to the Licensee in accordance with the terms and conditions of the Maintenance and Support Services set forth in SCHEDULE 3.

13.2. Master Services Agreement
To the extent the Licensor provides additional services to the Licensee that are not within the purview of this Agreement or the Maintenance and Support Agreement set forth in SCHEDULE 3, such additional services shall be provided to the Licensee in accordance with the Master Services Agreement attached hereto as SCHEDULE 4.


ARTICLE 14 GENERAL PROVISIONS
14.1. Export Regulations
The Licensee acknowledges and agrees that the License Software and the Documentation, and any other materials delivered under this Agreement may be subject to certain United States export control laws and regulations and may be subject to export or import regulations in other countries (“Export/Import Laws”). Accordingly, Licensee agrees to comply strictly with any and all applicable Export/Import Laws and associated regulations and Licensee acknowledges that it has the sole responsibility to obtain any and all licenses to export, re-export, or import (if permitted under this Agreement) after the Licensed Software has been delivered to the Licensee.

14.2. U.S. Government End User Provisions
The Licensed Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For U.S. Government End Users, Licensor agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

14.3. Notices
All notices and other communications hereunder shall be in writing and deemed to have been duly given (a) if mailed by first-class mail, postage prepaid, return receipt requested, on the third business day after the date of mailing; or (b) one day after deposit with a reputable overnight deliver or courier service. Notices may also be sent by email with a copy to follow by one of the above means.

14.4. Relationship of the Parties
This Agreement shall not be deemed to create a partnership, joint venture or master/servant relationship and neither party is the other’s agent, principal, partner, employee or representative. Neither party hereto shall have the right to obligate or bind the other party in any manner whatsoever.

14.5. Counterparts
This Agreement and any Schedules attached hereto may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by the Licensor and delivered to Licensee and one more counterparts have been signed by Licensee and delivered to the Licensor.

14.6. Injunctions; Enforcement
Each party acknowledges that specific performance, injunctions and other equitable relief may be required in order to enforce effectively the provisions of this Agreement, and that any actual or threatened breach by either party of Sections 4, 5, 8, 9.4, 9.5, or 10.1 of this Agreement will cause irreparable harm to the other and damages will not be an adequate remedy for such harm. Accordingly, each party may proceed directly to court to seek an award or judgment requiring specific performance of this Agreement, an injunction or other equitable relief in favor of the non-breaching party, including an award of reasonable attorneys’ fees, without proof of actual damages or posting of any bond or other security by the non-breaching party. Licensee shall have no right to take any action against any infringer or purported infringer of the Licensed Software or Documentation and shall have no right to require the Licensor to do so.

14.7. Choice of Law; Consent to Jurisdiction
This Agreement shall be governed by and construed in accordance with, the internal laws of the United States and that State of Maryland, without giving effect to any principles of conflicts of law. Each of the parties irrevocably submits to the exclusive jurisdiction of the state courts of the State of Maryland and the federal district courts located in the State of Maryland for the purpose of any suit, action or other proceeding related to or arising out of this Agreement.

14.8. Severability
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the economic effect of the original provision in accordance with applicable law. The remaining provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

14.9. Waivers
Any failure of any of the parties to comply with any representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof. Any such waiver shall only be accomplished by a written instrument signed by the party granting such waiver, and any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure with respect to the same or any different representation, warranty, covenant, agreement or condition. There shall be no waivers implied by any failure to insist upon strict compliance with any terms hereof or otherwise.

14.10. Remedies Cumulative
The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against the other Parties hereto.

14.11. Entire Agreement
This Agreement, including the Schedules and Exhibits attached hereto (which are hereby incorporated by reference herein), together with any applicable Work Orders, embody the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes all prior and contemporaneous discussions, negotiations, agreements and understandings between the parties with respect to the transactions contemplated hereby and thereby. The language used in this Agreement shall be deemed to express the mutual intent of the parties, and no rule of strict construction shall be applied to any provision hereunder.

14.12. Amendments
The parties hereto may amend, modify or supplement this Agreement in any manner as may be agreed upon by them in writing; provided, however, that all such amendments, modifications, or supplements must be in writing and executed by each party.

14.13. Interpretation
The parties each acknowledge and agree that the terms and conditions of this Agreement have been the subject of active and complete negotiations, and that such terms and conditions should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.
The descriptive headings contained in this Agreement and the Schedules hereto are for convenience of reference only and shall have no effect on the interpretation or meaning hereof. References to Sections, subsections or exhibits in boldface type, or ALLCAPS shall refer to those portions of this Agreement.
The word “Agreement” refers to the body of this Agreement and all Schedules attached hereto or referred to herein.  The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.

14.14. Trademarks, Service Marks
Swift Software, HighGear, and HighGear 8 are either registered trademarks or trademarks of Swift Software, Inc. in the United States and/or other countries.

14.15. Advertising
Unless otherwise agreed in writing, Licensor shall have the right to identify the Licensee as one of its clients in any advertising, marketing or other promotional material.

14.16. Independent Contractor Status
The parties agree that Licensor is an independent contractor to the Licensee, and neither party nor any of their respective employees shall be deemed an agent, employee, partner, or servant of Licensee. 

14.17. Force Majeure
Licensor shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, terrorism, sabotage, embargo, fire, flood, strike or other labor disturbance (other than those of its personnel), interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services. In case of such a delay, this Agreement shall not be terminated but the time for performance shall be extended for the period of such delay; provided, however, that in the event of a delay greater than ninety (90) days, Licensee shall have the right to terminate this Agreement.

 
SCHEDULE 1 HighGear BASE LICENSE OPTIONS 
HighGear is sold in four base License Options as detailed at https://www.HighGear.com/pricing

ARTICLE 1 HOSTED ACCESS LICENSE
HighGear is web based software, which is installed on server(s) administered by the Licensee. It is intended to be primarily accessed by end users via web browser, except for certain utilities and tools which may access web APIs. End user access is defined as a single user, administrator, client, program, or person connecting to the HighGear system via any means in order to utilize the HighGear system or any HighGear features (built in or customized), or data contained within the system and does NOT include access via any special separately licensed interfaces provided by Licensor, its suppliers, or its development or integration partners. While the Licensee’s system administrator(s) must properly configure Licensee’s system to support the expected level of utilization, there are no "per user", "per seat" or "per access" limitations to the HighGear software license agreement EXCEPT FOR THOSE DEFINED IN ARTICLE 2. 


ARTICLE 2 ASSIGNEE LICENSING AND ACCESS
2.1. Terms and definitions
“Task” means an individual HighGear task, project, or other work item that exist in the HighGear system, regardless of input method. Tasks can be assigned to any number of HighGear contact records.
“Open Task” means any task that is in any status that is not expressly configured as Closed.
“Closed Task” means any task that is in any status that is expressly configured as Closed.
“Contact” means any record in the Contacts section of HighGear. Contacts can be individuals, organizational units, assets, or queues.
“Assignee” means any contacts entered into the Assignee field of any HighGear task. Placing one or more contacts into the Assignee field of a task makes them all Assignees.
“Assignee License” means a license that is allocated to a single contact, which grants that contact the ability to be entered into the Assignee field of more than 5 Open Tasks. Assignee Licenses can also be allocated to a group of contacts, in which case one Assignee License is allocated to each contact in that group.

2.2. Assignee License requirements, restrictions and allocations
A valid Assignee License must be allocated to any Contact that will have more than five Open Tasks assigned to it at any given time. Each Assignee License must be allocated to one contact. This can be completed by the Licensee’s system administrator via the HighGear licensing interface, and no assistance is required from Licensor. Licensee may reallocate licenses without restriction, but HighGear will not permit any non-licensed contact to be the Assignee of more than five Open Tasks at any one time. Violation of this requirement is a material breach of the Agreement.

2.3. Limited Use Exception
Unlicensed Contacts may be assigned to up to five Open Tasks without requiring an Assignee License. HighGear will not allow any user to assign more than five Open Tasks to any contact unless that contact is allocated an Assignee License.
If Licensee intentionally or accidentally assigns tasks in excess of this limited use exception, or if for any reason the software fails to enforce the Assignee License restrictions properly, Licensee is required to make a best effort to ensure that all contacts assigned to more than five Open Tasks are allocated an Assignee License.
This Limited Use Exception is limited to 500 Unlicensed Contacts for the Basic and Pro base licenses, and 1000 for the Enterprise base license. Unlicensed Contacts are unlimited for the Enterprise+ base license.

2.4. Closed Task Exceptions
An unlimited number of Closed Tasks may be assigned to any Contact without requiring an Assignee License for that Contact.
SCHEDULE 2 SWIFT SOFTWARE SALES ORDER FORM
(See attached Sales Order)


SCHEDULE 3 MAINTENANCE AND SUPPORT AGREEMENT
The following are the maintenance and support terms and conditions pertaining to the Licensed Software being licensed by the Licensor to the Licensee in accordance with the attached Master Software License Agreement. This Maintenance Agreement is attached as SCHEDULE 3 to the Master Software License Agreement.

ARTICLE 1 DEFINITIONS
For purposes of this Maintenance Agreement, the following terms shall have the meanings set forth below. Any capitalized terms not specifically defined herein shall have the same meaning ascribed to them in the Master Software License Agreement.
“Additional Services” means additional services (including training) that are not part of the Maintenance and Support Services, and that are agreed to in writing by Licensor and Licensee.
“Covered Software” means the Licensed Software as defined in the Master Software License Agreement as well as the servers, networks, and data centers where Licensor hosts the Licensed Software for the Licensee.


ARTICLE 2 COVERAGE
During the term of this Agreement as set forth in ARTICLE 8 below, Licensor agrees to provide the Maintenance and Support Services for the Covered Software and any Licensor provided hardware systems and platform software. The Covered Software does not include Licensee-developed software or third-party software except any third party software embedded in the Covered Software or in Licensor provided hosted servers, nor does it include custom software created by Licensor’s proserv team. All Maintenance and Support Services shall be subject to the Level of Use purchased by the Licensee in accordance with the Master Software License Agreement.


ARTICLE 3 DESCRIPTION OF MAINTENANCE SERVICES
3.1. Support Services
During the term of this Maintenance Agreement as set forth in ARTICLE 8 below, Licensor will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects and Errors so that the Covered Software shall function in accordance with its specifications, the accepted level of performance and Level of Use set forth in the Master Software License Agreement.

3.1.1. Basic Support Response
Licensor will make available to Licensee an email address (the "Support Email") for Licensee to initiate trouble reports requesting service of the Covered Software. The Support Email is accessible at all times, but requests other than those defined in SECTION 3.2 will be handled between 8:00am and 8:00pm Eastern Standard Time (GMT-5:00), Monday through Friday, excluding legal holidays in Maryland and/or the United States. The Support Email can also be used to notify Licensor of problems associated with the Covered Software and related documentation.

3.1.2. Call-In Support Response
Licensor will make available a telephone number (the "Support Center Hotline") that may be used by any Licensee to report Severity 1 incidents (as defined in SECTION 3.2.1). The Support Center Hotline operates from 8:00 am to 8:00 pm Eastern Standard Time (GMT-5:00), Monday through Friday, excluding legal holidays in Maryland and/or the United States. At all other times, the Support Center Hotline is forwarded to a voicemail system that is monitored by an on-call support engineer.

The Support Center Hotline may not be used for Severity 2, 3, or 4 incidents unless the Licensee purchases the Call-In Support Additional Service. Call-In Support contracts run concurrent with the Maintenance Agreement period and entitle the Licensee to designate one or more individuals as Licensee’s Designated Support Liaison(s). The Designated Support Liaison(s) will be allowed to call the Support Center Hotline for incidents of any Severity and to notify Licensor of problems associated with the Covered Software and related documentation.

3.2. Remedial Support
Upon receipt by Licensor of notice from Licensee through the Support Center Hotline or Support Email of an Error, defect, malfunction or nonconformity in the Covered Software, Licensor shall respond as provided below:
3.2.1. Severity 1
A Severity 1 incident is defined as one that produces an emergency situation in which the Covered Software is substantially or completely non-functional or inoperable. Licensee must report Severity 1 incidents to the Licensor by telephone, not by email.
3.2.1.1. Severity 1 RESPONSE
In the case of a Severity 1 incident, a qualified member of Licensor’s staff will respond via telephone to begin to diagnose the problem within one (1) hour. Licensor will devote all reasonable resources and use its best efforts to resolve Severity 1 problems as quickly as possible.  The resolution will be delivered to Licensee as a work-around or as an emergency software fix. If Licensor delivers an acceptable work-around, the severity classification will drop to a Severity 2.
3.2.2 Severity 2
A Severity 2 incident is defined as one that produces a detrimental situation in which the Covered Software is usable, but materially incomplete; performance (throughput or response) of the Covered Software degrades substantially such that there is a severe impact on use under reasonable loads; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted.
3.2.2.1 Severity 2 RESPONSE
In the case of a Severity 2 incident, a qualified member of Licensor’s staff will respond by telephone or email as soon as reasonably possible, but in any event a response will be provided within eight (8) hours. Licensor will devote all reasonable resources and will use its best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Licensee in the same format as Severity 1 problems. If Licensor delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3.
3.2.3 Severity 3
A Severity 3 incident is defined as one that produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, but the user suffers little or no significant impact.
3.2.3.1 Severity 3 RESPONSE
Licensor will exercise commercially reasonable efforts to resolve Severity 3 problems in the next maintenance release.
3.2.4 Severity 4
A Severity 4 incident is defined as one that produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from Licensor.
3.2.4.1 Severity 4 RESPONSE
Licensor will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases.

3.3 Maintenance Services
During the term of this Maintenance Agreement, Licensor will maintain the Covered Software by providing to Licensee any and all software updates and enhancements to the Covered Software ("Updates") offered by Licensor under its general maintenance policies. All Updates provided to Licensee by Licensor pursuant to the terms of this Maintenance Agreement shall be subject to the terms and conditions of the Master Software License Agreement. Updates will be provided when available and include bug fixes, security updates, new features, enhancements to existing features, and/or performance enhancements to existing features.
Updates do not include product extensions to different hardware platforms, different operating system platforms, or different database platforms. Updates also do not include new applications, new third party tools, new functionality being sold to new Licensees as separate modules, or add-on modules or custom software (whether created by Licensor, Licensee, or a third party).
Updates will be provided as executable installers. Updates to related documentation will be provided in electronic form. Duplication, distribution and installation of Updates is the responsibility of the Licensee. If requested, Licensor will provide on-site and/or remote assistance in the installation of Updates on a time and materials basis, plus expenses.
Licensor will provide Support and Maintenance services for previous releases for a period of one year. Licensor shall have no further responsibility for supporting and maintaining prior releases.
Licensor assumes no responsibility for the operation or performance of any add-on modules, custom software, or integrated applications, whether created by Licensor, Licensee, or a third party.

3.4 Services Not Included
Maintenance and Support Services do not include any of the following: custom programming services; on-site support, including installation of hardware or software; support of any software not Covered Software; training; out-of-pocket and reasonable expenses, including hardware and related supplies; or any other activity set forth in this Maintenance Agreement that is deemed an Additional Service.


ARTICLE 4 TIME AND MATERIALS SERVICES FOR NON-LICENSOR PROBLEMS
In the event that Licensee notifies Licensor of a problem experienced by Licensee in connection with the operation of the Covered Software, Licensor shall respond as provided in SECTION 3.2 above. If the cause of such problem is not an Error, defect or nonconformity in the Covered Software, Licensee shall compensate Licensor for all work performed by Licensor in connection therewith, on a time and materials basis at the Licensor’s rates as set forth in the Master Services Agreement (or such lower rate as mutually agreed upon) attached to the Master Software License Agreement.


ARTICLE 5 ACCESS
Maintenance and Support Services are conditioned upon provision by Licensee to Licensor of reasonable necessary access to the people and systems running the Covered Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in capabilities for servers as well as screen sharing and phone calls with administrators, technicians, and end users. Licensor will maintain security of the system and use such access only for the purposes of providing the services and will comply with Licensee’s standard security procedures. Information accessed by Licensor agents or employees as a result of accessing Licensee system shall be deemed “Confidential Information” pursuant to the terms of the Master Software License Agreement.


ARTICLE 6 ANNUAL MAINTENANCE AND SUPPORT FEES
6.1 Maintenance and Support Fees
Unless otherwise specified in the Sales Order Form attached to the Master Software License Agreement, the Maintenance and Support Fees for the Maintenance and Support Services are calculated by multiplying the current list price of the supported license level (all base license and add-on Assignee licenses previously ordered by Licensee) by 20%. Except for the first year of the Maintenance and Support Fees, which is due and payable in accordance with the Sales Order Form attached to the Master Software License Agreement, the payment of the Maintenance and Support Fees after the first year is optional. However, the failure to pay the Maintenance and Support Fees within fifteen days after Licensee’s receipt of written notice of its failure to pay shall result in the termination of Licensor’s obligations to provide the Maintenance and Support Services as provided in this Maintenance Agreement; and in such case the provisions of ARTICLE 9 of the Master Software License Agreement shall apply. The Maintenance and Support Fees shall be invoiced annually approximately thirty (30) days before the expiration of the previous year’s term, and such amounts shall be due and payable in accordance with ARTICLE 12 of the Master Software License Agreement.
6.2 Travel and Related Expenses
Licensee agrees to reimburse Licensor for reasonable travel and related expenses incurred by Licensor related to providing the Maintenance and Support Services. Such expenses shall specifically include charges for freight, travel (including lodging and associated expenses), printing and documentation, and other out-of-pocket expenses reasonably required for performance of the Maintenance and Support Services, but shall specifically exclude any expenses associated with the Licensor’s general overhead, including salaries of employees, unless otherwise agreed in writing by the parties.


ARTICLE 7 INCORPORATION OF TERMS 
This Maintenance Agreement is attached to the Master Software License Agreement as SCHEDULE 3. Accordingly, this document shall be subject to the specific terms and conditions of the Master Software License Agreement, which are incorporated herein by reference. The parties’ execution of the Master Software License Agreement shall be deemed their execution of this Maintenance Agreement.


ARTICLE 8 TERM AND TERMINATION
The term of this Maintenance Agreement shall commence on the Effective Date of the Master Software License Agreement, and shall expire on the last day of the twelfth (12th) month following the Effective Date; provided, however, that this Maintenance Agreement shall automatically renew on each anniversary of the Effective Date for an additional twelve (12) month period unless Licensee provides written notice to Licensor of its intent not to renew or does not pay the Maintenance and Support Fees when due and payable pursuant to the terms of this Maintenance Agreement. 
This Maintenance Agreement shall be terminable pursuant to the terms of SECTION 9.2 of the Master Software License Agreement, or if the Master Software License Agreement shall be terminated for any reason as set forth in ARTICLE 9 thereof.