TABLE OF CONTENTS 1. LICENSE GRANT 2 2. DEFINITIONS 2 3. SOFTWARE 2 4. MAINTENANCE AND SUPPORT (M&S) POLICY 5 5. SERVICES 7 6. PAYMENTS 8 7. MISCELLANEOUS 8   1. LICENSE GRANT Client (“Licensee”) agrees to the following terms and conditions (the “License Agreement”) for the use of ATR (“Licensor”) software products (“Software”): 1.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable right and license during the Term to install and operate the Software on one (1) or more Authorized Systems, solely in accordance with applicable Documentation provided by Licensor, solely for use by Licensed Users. 2. DEFINITIONS 2.1 “Authorized Systems” shall mean LICENSEE computer systems limited to systems owned, operated or under the supervision and control of Licensee or hosted by Licensor. 2.2 “Defect” means a material error in program logic or documentation attributable to Licensor, which prevents the performance of a principle computing function as set forth in Licensor’s published specifications in the software. 2.3 “Documentation” shall mean Licensor’s standard user manuals and/or related documentation generally made available to licensee of the Licensor Software. 2.4 “Software” shall mean the machine-readable, executable version of Licensor's proprietary application software specifically identified on the associated price quotation. 2.5 “Licensed User” shall mean any individual licensed employee or contractor with an employee ID# of Licensee accessing or using the Software solely on behalf and for the benefit of Licensee in the operation of Licensee’s business subject to contract license agreement. 2.6 “Subscription Software” shall mean an agreement between the Parties to lease Software for a levelized monthly fee which includes both the cost of the Software and the Maintenance & Support services. The Subscription fee is subject to escalation after the Term of the agreement is completed. 2.7 “Term” shall mean the agreed upon duration of the Subscription Software, unless otherwise stated, this shall be twenty-four (24) months. 3. SOFTWARE 3.1 The Software and the source code is the property of Licensor and contains copyrighted, confidential, proprietary and trade secret information. All rights, title and interest in the Software, except for the specific limited license given to Licensee under this License Agreement, remains with Licensor. 3.2 Only licensee developers certified or trained by Licensor or licensor surrogates are authorized to have editing capabilities in the Software. 3.3 Third party developer must be covered by a non-disclosure or confidentiality agreement with Licensor. 3.4 If unauthorized personnel are granted editing capabilities in the Software and associated database, the terms of this License Agreement will be deemed to be violated. 3.5 Licensee agrees to keep the Software confidential and will take all precautions and measures necessary to protect and maintain the confidential and proprietary nature of the Software and will indemnify Licensor from and against all losses and damages to the extent arising from unauthorized or improper disclosure or use of the Software caused by the acts or omissions of Licensee. 3.6 No part of the Software may be reproduced in any form or by any means without the express written permission of Licensor, other than for backup or archival purposes. 3.7 Licensee will not copy, change, disassemble, decompile, reverse engineer, sub-license, assign, timeshare, sell, give away, loan, rent, lease, transfer (electronically or otherwise), disclose, use (except as specifically authorized in this License Agreement), create emulating software or prepare derivative works of the Software. 3.8 The license may not be transferred or assigned without the express written permission of Licensor and payment of transfer fee. If a transfer is granted, then Licensee’s rights to use the Software shall cease when Software is transferred. 3.9 Licensor is not responsible for hardware incompatibilities with Software beyond the standard Software requirements specified by Licensor unless authorized by Licensor. 3.10 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY COSTS, LOSS OF PROFITS, LOSS OF DATA OR FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES. 3.11 Licensee is responsible for maintenance of licensee computer systems, operating systems, and databases. 3.12 Licensee is permitted to make back-up copies of software for archive purpose only. 3.13 Licensor warrants that the Software will conform in all material respects to its published specifications for a period of sixty (60) days after Licensee receives it. If Licensee discovers a non-conformity and notifies Licensor of such non-conformity during that sixty (60) day period, Licensor will repair or replace the non-conforming Software at no cost to Licensee. 3.14 Licensor will remedy Defects by using reasonable efforts to: • to provide a “bug” fix, patch or workaround procedure, and/or • incorporate a permanent Defect correction in the next upgrade or software release 3.15 Client’s exclusive remedy for defects or non-conformity to published specifications shall be that the Software will be repaired or replaced in accordance with Paragraph 3.14. 3.16 If the problem is not a Defect, then: • Licensor may, in its sole discretion, provide a remedy by the same means as described in Paragraph 3.14, or take no action; or • Licensor provide Consultative Support Services to remedy the problem for an additional fee. 3.17 In the event the Licensee attempts to modify the database and standard data configuration which affects the operability of the Software, the Licensee will be responsible for all costs associated with returning the Software and database to working order. 3.18 Damages claims for unavailability of the Service against Licensor are expressly limited to the pro-rata portion of any monthly charge pre-paid by the User directly to the Licensor for the period of the system unavailability. "System unavailability" shall be narrowly defined as an unscheduled outage of more than 2 hours, but in no case shall include outages for maintenance, upgrade or repair where Users are provided notice of such outages in advance via e-mail notice to their Services accounts. 3.19 Licensee must designate a System Manager who is familiar with the software and has received system administrator training. 3.20 Due to the complexity and differences between operating environments, databases, and operating systems and system configuration, Licensor cannot take responsibility for providing services related to the operability of these systems. At the request of the Licensee, Licensor can provide Licensee with quotations and services to support, troubleshoot or optimize these environments. 3.21 Licensor will support only the current release of the Software and the immediately preceding two releases. All associated computer hardware and operating system software must be maintained at the latest Release deemed necessary by Licensor. 3.22 Licensor may provide some reasonable assistance to help optimize or enhance Licensee’s use of the software, at Licensor’s sole discretion. When Licensor determines that any requested assistance has exceeded a reasonable level, Licensor will supply a quotation for additional Consultative Support Services. 3.23 Software releases and patches will be available to licensees provided their maintenance has not expired. 3.24 Licensee’s failure to comply with the terms of this License Agreement will terminate this License Agreement and Licensee’s rights to use the Software with advanced written notice with right to cure. 3.25 In the event this License Agreement is terminated due to Licensee’s failure to comply with its terms, Licensee shall not be entitled to a refund of the purchase price. 3.26 The Software is not specifically developed or licensed for use in any inherently dangerous application. Licensor shall not be liable for any claims or damages arising out of such use. 3.27 For installation, engineering, implementation, consulting, training and technical services, Licensee will be responsible for reasonable travel and living expenses. 3.28 If Licensee requires custom modifications or additions to the Software these changes will be evaluated and quoted based on software engineering development man-hours required. Licensor may, alternatively, provide special price quotations for custom work and provide service contracts based on extended services. 3.29 This grant of license begins upon Licensee’s execution of this agreement, either expressly or through use or possession of the Software and shall continue until the maintenance agreement has expired. Licensee may terminate the license at any time by deleting or returning the Software. Licensee is not entitled to a refund of the purchase price if Licensee terminates the license without substantial cause and provided the opportunity to cure. 3.30 Licensee is responsible for having appropriate number of MSSQL and Oracle database licenses required and appropriate SQL database version consistent with accepted product release unless hosted by licensor. 3.31 Right to Audit. Licensor reserves the right to audit Licensee’s Software production database(s) to ensure Licensee has complied with the terms of the MSLA no more than once per annum. For audit purposes, the Licensee shall either provide a copy of the database and/or run a script and report provided by Licensor and approved by Licensee to determine Licensee’s system usage within 15 days of said request. The Licensed User count shall include only user IDs identified as active in the Software production database(s). Duplicate user IDs will be counted as one user ID in the Licensed User count. In the event that the Licensed User count is higher than the Software Licenses granted, then the Licensee will have been deemed to have acquired additional Software Licenses and shall pay Licensor a) the applicable License Fees, and: b) the maintenance and support fees related to the period Licensee was using the Software in an unlicensed manner within 15 days of notification of non-compliance. 4. MAINTENANCE AND SUPPORT (M&S) POLICY 4.1 Maintenance and Support (M&S) on Licensor software licenses is provided as part of the Software Subscription service. This allows the Licensor to help the Licensee use and configure their software and keep software up-to-date and operational. 4.2 Licensor improves its software on a continuous basis and releases those improvements in new versions and upgrades. 4.3 All access to the Software expires should the Software Subscription fees not be paid on time.   4.4 Active Subscription Software Agreements include Maintenance and Support, which provides Licensee with the following: Software Upgrades • Licensee will have access to upgrades for Software revisions, upgrades or patch releases of Software. • When a major upgrade is released, Licensor sends an email notification to Licensees registered on the Licensor support web site. • To be notified when a major upgrade is available, at least one individual from Licensee organization must be registered at the Licensor support web site. • Minor upgrades and patches are posted on the support site without email notification. New releases and upgrades are available for download, or a CD can be requested. • Licensee’s Subscription Agreement must be current to receive Software revisions, updates or patch releases. Technical Product Support Support for Licensor’s released Software products, and related documentation is provided by Licensor’s Technical Product Support organization. Support is available for the currently supported versions of each product and includes the following types of assistance: • Product feature review • Analysis of product error messages • Identification and isolation of the source of a product problem • Technical information and workarounds • Submission of product problems to Licensor’s engineering organization • Normal hours of support are 8:00am CST to 6:00pm CST 4.5 Subscription service does NOT provide for installation services, database services, training or consulting services. 4.6 Licensee’s Subscription Agreement must be current at the time to receive technical support. 4.7 In order to avoid a disruption in maintenance and support from Licensor, all payment must be received 30 days prior to expiration date. 4.8 Licensor will automatically invoice Licensee for Subscription Agreement renewals at previous rate plus annual escalation (if applicable). 4.9 The Subscription Software Agreement will terminate if Licensor does not receive payment within 30 days of the due date/renewal date. • To re-commence Software usage, all delinquent fees must be paid. • For terminations prior to the completion of the Term, 50 % of the monthly fees due for the remaining contract months in the Term will be accessed. 5. SERVICES Licensee agrees to the following terms and conditions for the use of Licensor Project and Consulting Services (“Services”): 5.1 For installation, engineering, implementation, consulting, training and technical services, Licensee will be responsible for all travel and reasonable living expenses. 5.2 Travel time will be billed at the daily rate or portions of such. 5.3 International flights that are over 6 hours will be business class airfare. 5.4 A 20% surcharge of daily rates will be billed for travel on Saturday, Sunday or official national (USA) holidays. 5.5 Daily rates are based on standard eight (8) hour days. Extra hours will be billed at prorated daily rate. 5.6 Licensee is responsible for providing adequate computer system, facilities, and access for Licensor services personnel. 5.7 Delays caused by non-Licensor events are the responsibility of the Licensee and will result in additional charges if it results in extra time required to perform the agreed-upon tasks. 5.8 In the event that the Licensee cancels or delays the implementation of agreed upon services with less than two (2) weeks’ notice, Licensee will be responsible for all non-refundable travel expenses and penalties. 5.9 In the event that the Licensee cancels or delays the implementation of agreed upon services with less than two (2) weeks’ notice, the Licensee will be responsible for payment of one (1) day of the associated services. 5.10 Licensor management must approve additional work required, which is not stated in a quote and original purchase order. The Licensee must also request this work in writing. Any changes or additions to services provided to Licensee must have a written and signed “Change Order” with reference to original purchase order numbers and must be signed off by Licensor Executive Management. 5.11 For changes in travel schedule or cancellations, Licensee is responsible for additional costs incurred with the change or cancellation to airfare and hotel. 6. PAYMENTS 6.1 If the Licensee requires on-site engineering or technical assistance by Licensor' personnel, the Licensee will be billed at quoted rates plus all associated reasonable travel and living expenses. 6.2 For all air travel expenses directly handled by Licensor, there will be a five percent (5%) administrative surcharge to cover administrative expenses. 6.3 All invoices for Software are due NET fifteen (15) days via wire transfer or ACH in US Dollars from date of invoice unless otherwise agreed to in quotation. 6.4 A penalty charge of 2.0% of the invoice will be assessed for late payments. If the payment is late an additional 30 days, then an additional 2.0% penalty charge will be assessed. 6.5 For late payments longer than 60 days from invoice date will result in termination of the license agreement, cessation of all services, and acceleration of collection measures. 6.6 Advanced written notice of termination for license agreement will be given to the Licensee with right to cure. 6.7 All taxes, import fees, duty and shipping shall be at the Licensee’s expense excluding taxes associated with income to Licensor. 7. MISCELLANEOUS 7.1 Warranty LICENSOR DOES NOT GIVE OR MAKE ANY EXPRESS WARRANTY OTHER THAN THE EXPRESS WARRANTY SET FORTH IN PARAGRAPH 3.13. LICENSOR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR WARRANTS THAT IT OWNS THE SOFTWARE AND HAS THE RIGHT TO GRANT THIS LICENSE. 7.2 Compliance with Law Both Parties shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement. Both parties shall adhere to all such regulations. 7.3 Severability Should any provision of this Agreement be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be severed, and the Parties specifically intend that the remaining provisions will continue as valid, legal and enforceable to the maximum extent provided by law, while retaining the original intent of the Parties with respect to such provisions.   7.4 Governing Law This License Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict-of-laws. Any claims arising out of the interpretation, application or enforcement of this agreement shall be settled by final and binding arbitration the State of Texas in accordance with the commercial rules of the American Arbitration Association, concluded as promptly as practicable. The decision of the arbitrators shall be binding on Licensor and Licensee and may be enforced in any court of competent jurisdiction, without trial by jury. 7.5 Successors and Assigns Neither Party shall assign this Agreement or any of the obligations under this Agreement to any other party without prior written consent of the other Party, which consent will not be unreasonably withheld, provided either Party may assign upon written notice to the other Party in the event of a merger, acquisition, or sale of substantially all its assets. This Agreement will be binding on and inure to the benefit of each Party's legal successors and permitted assigns. 7.6 Non-Solicitation Licensee agrees during the term of this Agreement and for a period of twelve (12) months thereafter, it will not directly or indirectly solicit for hire the employees of Licensor. 7.7 Limitation of Liability Notwithstanding any other provision hereof to the contrary, Licensor's total, cumulative liability arising out of or related to the performance or non-performance of this Agreement shall be limited to the amount of the annual payment in any one year, and the Licensee shall hold harmless and indemnify Licensor from and against all liability in excess of such limitation. 7.8 Publicity Licensor may list Licensee as a customer and use Licensee’s logo on Licensor’s website, on publicly available customer lists, and in media releases Licensee agrees during the term of this Agreement and for a period of twelve (12) months thereafter. 7.9 Insurances Licensor shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly qualified in those states (locations) where the Services are to be performed, covering the operations of Licensor, pursuant to this Agreement:  Commercial general liability: $2,000,000 per occurrence and $2,000,000 aggregate;  Automobile Liability: $1,000,000 per occurrence;  Excess liability: $1,000,000 per occurrence and $1,000,000 aggregate;  Workers’ compensation: statutory limits;  Employers’ liability: $1,000,000 per accident and $1,000,000 aggregate; and  Professional liability: $1,000,000 per occurrence and $1,000,000 aggregate. Such policies shall require that Licensee be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. Licensor shall provide Licensee upon request with certificates of insurance evidencing all of the above coverage. 7.10 Waiver of Consequential Damages ln no event shall a party to this Agreement be liable for indirect, special, consequential, incidental, multiple or punitive damages, or any damage deemed to be of an indirect or consequential nature, arising out of or related to its performance under this Agreement, whether based upon breach of contract, warranty, negligence and whether grounded in tort, contract, civil law or other theories of liability, including strict liability. The term “consequential damages" shall include, but not be limited to, loss of anticipated profits, Ioss of use, loss of revenue and cost of capital. 7.11 Indemnification Licensor agrees to defend, indemnify, and hold harmless Licensee, its affiliates, directors, officers, and employees from any damages finally awarded or agreed to in settlement against Licensee (including, without limitation, reasonable costs and legal fees incurred by Licensee) arising out of any third party suit, claim or other legal action alleging that the use of the Hosted Software, Documentation or Work Product by Licensee infringes any copyright, trade secret or United States patent, (“Legal Action”). Licensor must also assume the defense of the Legal Action. However, Licensor shall have no indemnification obligations for any Legal Action arising out of: (i) a combination of the Software, or Work Product with software or products not supplied by Licensor; (ii) any repair, adjustment, modification or alteration to the Hosted Software by Licensee or any third party; or (iii) any refusal by Licensee to install and use a non-infringing version of the Hosted Software, or Work Product offered by Licensor under this Agreement and this Section 7.9 state the entire liability of Licensor with respect to any intellectual property infringement by the Software or Work Product. Licensee must give written notice to Licensor of any Legal Action no later than 30 days after first receiving notice of a Legal Action, and must give copies to Licensor of all communications, notices and/or other actions relating to the Legal Action. Licensee must give Licensor the sole control of the defense of any Legal Action, must act in accordance with the reasonable instructions of Licensor and must give Licensor such assistance as Licensor reasonably requests to defend or settle such claim. Licensor must always conduct its defense in a manner that is not averse to Licensee’s interests. Licensee may employ its own counsel to assist it with respect to any such claim. Licensee must bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Licensor or its counsel, or because Licensor fails to assume control of the defense. Licensee must not settle or compromise any Legal Action without Licensor's express written consent. Licensor shall be relieved of its indemnification obligation under Section 7.9 if Licensee materially fails to comply with this section. Licensee agrees to defend, indemnify, and hold harmless Licensor, its affiliates, directors, officers, and employees from any damages finally awarded or agreed to in settlement against Licensor (including, without limitation, reasonable costs and legal fees incurred by Licensee) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Licensee’s use of the Software or Work Product (collectively the “Legal Claim”), except Licensee has no obligation for a Legal Claim to the extent the Legal Claim arises because of a Legal Action. Licensee must also assume the defense of the Legal Claim. 7.12 Software Export Limitations Customer must not export or re-export, directly or indirectly, any Software, Documentation, Work Product, or confidential information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations. The Software, Work Product, and Documentation provided to the U.S. Government 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", within the meaning of 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, as provided in FAR 12.212, and DFARS 227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable. 7.13 Notices Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid or by recognized overnight courier to the address appearing in the beginning of this Agreement or as changed through written notice to the other party.