SOFTWARE USE LICENSE AGREEMENT 1. PARTIES Licensor: AEVO Licensee: Name + qualification. 2. DEFINITIONS Licensor/AEVO: the company qualified in item 1.1. Licensee: the company qualified in item 1.2. License of use: permission to the use of the software, given by AEVO to the Licensee, in a non-exclusive way and conditioned to the payments agreed. Software: the product of exclusive property of the Licensor, described in Schedule I. User: natural person indicated by the Licensee to use the software. Technological updates: additions or modifications made in the software, by AEVO, that do not consist in a new module or new functionalities. Functionalities: tasks reached by the software. Modules: a part of the software responsible by a specific task that uses the common components of the software. Data: any and all information inserted in the software by the Licensee. Contract: the present instrument. Schedule I: “Proposal containing description of the Software, terms of use and commercial terms”. 3. OBJECT The object of the present contract is the license of use of the software by AEVO, in a non-exclusive way to the Licensee, for restrict use by the users. The Licensee declares having full knowledge that the license of use is not permanent and is bound to the timeliness of the payments owed in the form of Schedule I. 4. REMUNERATION The payment for the license of use will be made by the Licensee according to the frequency, the form and the amounts described in Schedule I. The amounts described in Schedule I include all amounts related to the license of use of the software, and the taxes will be collected by the party responsible for the payment, in the terms of the tax legislation. In case of delay, there will be a fine of 10% (ten per cent), interest of 1% per month (pro rata die), and monetary correction by IGP-M/FGV until the effective payment. In case of default in any of the payments by more than 10 (ten) days, AEVO will be able to suspend immediately the license of use of the software, regardless any notice, so that the Licensee and the users will be unable to access the software. After the regularization of the payment, AEVO will need, in the period of 02 (two) business days, to restore the permission of access by the Licensee and the users. The default by a period longer than 60 (sixty) days will imply the automatic termination of the Contract by AVEO, regardless previous notice. The amounts set forth in Schedule I will be readjusted every 12 months of effectiveness of this Contract according to index included in the very schedule. 5. TERMS OF USE 5.1. The Licensee declares having full knowledge of the Terms of Use included in Schedule I and commits itself to respect them integrally, including the number of users and/or any other parameter. 5.2. The Licensee has the right to receive all the technological updates made upon the original version of the software acquired, being that such will be provided by AEVO in the time limit of 90 (ninety) days after their launching into the market. Exemplarily, will not be considered technological updates the inclusion of new modules or new functionalities. 6. AEVO’S OBLIGATIONS AND STATEMENTS AEVO is obligated, without prejudice to any other contractual and legal obligations, to respect all the rights of its employees, as well as the existing legislation of any nature. The obligation to render services by AEVO is limited to those necessary to the correction of incidents (system errors) for the regular operation of the software. During the Contract’s time of effectiveness and since there is no payment in delay by the Licensee or bad use, AEVO will guarantee the operation of the software, in the terms of this contract. AEVO commits itself, furthermore, to not doing any practice able to violate any anticorruption laws (including international laws and Brazilian laws related to improper or illegal presents, gratifications, payments, or commercial or governmental bribe). 7. TERM AND TERMINATION The Contract will have the minimum duration of 12 (twelve) months. If the motivated termination is solicited before the end of the term, the violator party will bear fine equivalent to 25% of the remuneration that would be paid to AEVO in the remaining period. After the period of 12 (twelve) months, the Contract’s term becomes indefinite and the Contract will be able to be terminated by the parties at any time, regardless of justification, as long as at least 30 (thirty) days in advance. If the referred term is not observed, the violator party will pay the innocent party the amount that would be paid in the period, considering the number of days whose advance was not observed. In case of anticipated termination by the Licensee and if there has been made anticipated/annual payment, AEVO will give back the amounts paid, with retention of 25% (twenty-five per cent), as fine. 8. CONFIDENTIALITY AEVO is obliged to keep in strict secrecy all information, orientations, technical and/or market data received from the Licensee resulting from the use of the software, and to not review them to third parties, save for the strict fulfillment of this contract, taking all the measures necessary to ensure the secrecy in question, imposing such obligation, furthermore, to its employees, representatives and/or agents. However, AEVO will be able to use the data of the Licensee for purposes of statistics and disclosures related to the software, being expressly prohibited the disclosure in the name of the Licensee or of other information that enable its identification by third parties. 9. INTELLECTUAL PROPERTY AEVO possesses all the industrial and author’s rights upon the software, taking responsibility, thus, for any questions, in relation to its content, to the brands, to the authorship of the software, and to the provisions of the Industrial Property Law (Lei nº 9.279/96), the Software Law (Lei nº 9.609/98), and any further prevailing regulatory provisions. The Licensee expressly agrees that all intellectual property rights in relation to the software are AEVO’s entire responsibility, legitimacy, ownership and/or property, committing itself not to contest them, in any sphere or jurisdiction. Likewise, the Licensee recognizes that all brands, logos, symbols, industrial designs, and author’s rights in relation to the software are AEVO’s exclusive legitimacy, ownership and/or property, committing itself as well not to contest them, in any sphere or jurisdiction. It is prohibited for the Licensee to plead recognition/register of any intellectual right or of any other nature in relation to the software, including those in relation to brands, logos, symbols, industrial designs, and author’s rights, which is entirely up to AEVO to do. The Licensee commits itself also not to plead or try any request of improvement, innovation, upgrading, addition, similar process or software, not allowing that eventual partners, associates or subsidiaries do it likewise. If the Licensee wishes so, it can propose alterations or improvements on the software directly to AEVO, in which case any and all alteration or improvement will be the latter’s exclusive property, not being owed to the Licensee any remuneration and/or any intellectual property right or correlated rights. AEVO will defend any claim made or any litigation raised against the Licensee, if it is in discussion violation of patent, author’s right, commercial brand, commercial secret or any other property right in relation to the software. 10. GENERAL TERMS The Licensee declares having full knowledge that the operation of the software might present failures, in which case AEVO will make its best efforts to repair them. AEVO is able at any time to make alterations and adaptations of the software, including inserting or removing modules, regardless of any acquiescence of the Licensee. It is since now agreed that the name/logo of the Licensee can be used by AEVO for the indication of “Clients”. In case of conflict between the portuguese and English version of this Contract, the portuguese version shall prevail. The elected venue for the clearing of eventual doubts arising from the present Contract is the central civil court of the city of São Paulo/SP, the parties expressly renouncing to any other venue, however privileged it is or might become.