<p>This agreement is
between Archimed (“The Service Provider”) and the Client, hereinafter referred
to together as “The Parties”.</p>

<p>&nbsp;</b></p>

<p><b>OBJECT</b></p>

<p>The purpose of
this contract for the Supplier is to provide the Client with a &quot;Software
as a Service&quot; type service including the provision, maintenance and
hosting of software services on the Syracuse software. </p>

<p>Other services
related to this service may subsequently benefit from the provisions of this
contract subject to the signature of amendments to this contract by the Client
and the Service Provider.</p>

<p>&nbsp;</b></p>

<p><b>DURATION</b></p>

<p><u>Start date</u></p>

<p>This contract
shall take effect on.................................................</p>

<p><u>Duration</u></p>

<p>The initial term
of the contract is ……. (……) year. The contract is then tacitly renewed for a
period of …….. (……) year, for a maximum period of ……. (…….) years.</p>

<p><u>Termination of
the contract</u></p>

<p>However, this
contract may be terminated at any time, in the event of non-compliance by either
party with its commitments, if the party concerned has not remedied the default
noted within thirty (30) days following the date of receipt of a formal notice
to remedy issued by registered letter with acknowledgement of receipt. </p>

<p>In this case, the Supplier
shall be entitled to payment of the sums invoiced pursuant to this contract,
such sums becoming immediately payable.</p>

<p>The Supplier may
terminate the contract automatically without legal formalities of any kind in
the following cases: </p>

<p>- an intervention
has been carried out by personnel not approved by the Service Provider;</p>

<p>- in the event of
non-payment of the fee by the Customer.</p>

<p>&nbsp;</b></p>

<p><b>FINANCIAL
CONDITIONS</b></p>

<p><u>Invoicing</u></p>

<p>Invoices are
issued quarterly in arrears. Prices are given excluding taxes. Invoices shall
be drawn up on the basis of the tax system in forc<b>e </b>at the time they
were drawn up.</p>

<p><u>Payment</u></p>

<p>Payments will be
made, within 30 days of receipt of the invoice presented in duplicate, by
transfer to the account opened in the name of the Supplier (IBAN provided with
the first invoice).</p>

<p>&nbsp;</p>

<p><b>OBLIGATIONS OF
THE PARTIES</b></p>

<p><u>Obligations of
the Supplier</u></p>

<p>The Service
Provider implements the infrastructure and associated services necessary for
hosting and maintaining the customer's solution, for access by Internet users
and for the proper provision of ancillary services.</p>

<p>However, the
client acknowledges that the very frequent technical developments in the
telecommunications and IT sectors justify the fact that these specifications
may be modified, it being understood that the technical transformations carried
out may not have the consequence of modifying the commitments made by the
Supplier under this contract.</p>

<p>The Supplier
undertakes to use the most efficient hardware, software and know-how for the
performance of its services. Similarly, it undertakes to implement the most
effective means to ensure the security and integrity of the system.</p>

<p>The Service
Provider undertakes to allow the customer a permanent functional administration
of his system, in particular with a view to making any modification of content
that he wishes to make. </p>

<p>For maintenance
reasons, the Service Provider reserves the right to interrupt the distribution
of the service and its administration by the customer. These interruptions may
have a cumulative duration of 24 hours every six months.</p>

<p>If the customer
wishes to benefit from new functionalities or new services regarding the hosting
of his system, and falling within the scope of the Supplier's competence, the
latter undertakes to make the necessary technical modifications to take into
account these new functionalities or services under the following conditions: </p>

<p>&gt; their cost
will be supported by the customer. </p>

<p>&gt; An amendment
to this contract shall express the intention of the parties to execute the
contractual relationship under new conditions.</p>

<p>The customer
acknowledges that he is informed that in the current state of the art: </p>

<p>&gt; the use of
software or software packages, the storage of computer data and the
transmission of this data over a network cannot be totally reliable.</p>

<p>&gt; computer data
cannot be totally protected against the actions of third parties falling within
the scope of articles 323-1 and following of the French Criminal Code</p>

<p>&gt; Consequently,
the client acknowledges that the Service Provider's obligations relating to its
hosting service and ancillary services can only constitute obligations of
means. </p>

<p>The Supplier
undertakes to use all means and technologies in accordance with the state of
the art to guarantee maximum security.</p>

<p><u>Customer's
obligations</u></p>

<p>The client
undertakes to cooperate with the Service Provider, and in particular to provide
it with all information and documents necessary for the proper performance of
this contract. Under this obligation to cooperate, the client appoints a
competent collaborator who will be the Service Provider's privileged contact
for the performance of the contract.</p>

<p>The client alone
is responsible for the functional administration of the system. The customer
alone assumes any liability for the unlawfulness of the content of this site,
in particular for any infringement of the image rights of a third party, the
intellectual property rights of a third party or the personality rights of a
third party. </p>

<p>The Client's
contact person will be available during the Client's opening hours. In the
event that the intervention is outside the Client's schedules, the Service
Provider undertakes to notify the Client at least 4 hours in advance.</p>

<p><u>Legal
obligations</u></p>

<p>Each party shall
comply with its legal and regulatory obligations, in particular with regard to </p>

<p>&gt;
administrative declarations concerning the opening of the site and its
distribution</p>

<p>&gt; intellectual
property rights</p>

<p>&gt; personality
rights</p>

<p><u>Responsibility</u></p>

<p>The Service
Provider shall not be held liable for any failure or delay in the performance
of its obligations by the persons or entities responsible for
telecommunications, the persons or entities responsible for assigning domain
names, the customer or due to a case of force majeure.</p>

<p>It is expressly
agreed between the parties that the Service Provider's possible liability is
strictly limited to compensation for direct damage suffered by the customer, to
the exclusion of any other damage. In particular, the parties agree that any
commercial or administrative disturbances, or any actions brought against the
customer by a third party, constitute indirect damages that do not give rise to
any right to compensation. Compensation for any direct damage suffered by the
customer may in no case exceed, in total, the amount of the remuneration it has
received from the customer in the year in which the damage occurred.</p>

<p>The customer is
solely responsible for the illegal aspect of the content of his system. The
client will therefore defend the Service Provider at its own expense and will
pay compensation for any damage suffered by a third party, in the event of an
action brought against the Service Provider relating to the content of the
hosted site.</p>

<p>The Service
Provider shall not be held liable for any use made by a user of the system in
violation of the customer's rights.</p>

<p>&nbsp;</p>

<p><b>FORCE MAJEURE</b></p>

<p>No liability shall
be incurred by either party in the event of non-performance or delay in the
performance of an obligation resulting from this contract, if such
non-performance or delay results from a case of force majeure, it being agreed
that the cases of interruption of electricity distribution or
telecommunications networks do indeed have the character of an unforeseeable
and irresistible event outside the Supplier. </p>

<p>&nbsp;</p>

<p><b>CONFIDENTIALITY</b></p>

<p>Each party
undertakes to observe the utmost discretion with regard to all information from
the other party, regardless of the nature of the information (right of
protection, formula, process, trick, particular information), both with regard
to third parties and with regard to members of its staff not called upon to use
or have knowledge of it. The provisions of this Article shall not apply to
information which is in common use to be communicated to customers, nor to
information which is already known to the public.</p>

<p>&nbsp;</p>

<p><b>ENTIRE CONTRACT</b></p>

<p>This contract, its
annexes and amendments, express the entire agreement between the parties. The
working documents and correspondence exchanged by them during the previous
negotiation shall have no contractual value. In particular, the parties agree
that these documents and correspondence cannot be invoked in court due to a
dispute arising out of the formation, interpretation or performance of this
contract.</p>

<p>&nbsp;</p>

<p><b>REFERENCES</b></p>

<p>Le client autorise le
Prestataire à faire état de l’existence du présent contrat dans ses
communications commerciales et à présenter le client comme un utilisateur de
ses services et produits.</p>

<p>&nbsp;</b></p>

<p><b>DISPUTES</b></p>

<p>Any disputes are
settled by French laws and regulations.</p>