EVALUATION SOFTWARE LICENSE AGREEMENT EVALUATION SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made on the Effective Date. PARTIES: (1) VirtDB Inc, a company incorporated and registered in Hungary whose registered office is Váci út 99, 1139 Budapest, Hungary (the “Licensor”) and; (2) XXX, a company incorporated and registered in XXX with registration number XXX whose registered office is with offices located at XXX (the “Licensee”). BACKGROUND: (A) Licensee wishes to obtain a license to evaluate the Licensed Software before purchasing the Licensed Software. (B) The Licensed Software is owned, distributed by or licensed to the Licensor (C) The Licensor has agreed to license the Licensed Software to the Licensee on the terms of this Agreement. 1. DEFINITIONS AND INTERPRETATION 1.1. The following definitions and rules of interpretation in this clause shall apply in this Agreement. (a) “Authorized Employees” shall mean those employees of the Licensee, who are granted access to, and permitted to use, the Licensed Software under this Agreement. (b) “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); (c) “Business Day” shall mean any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the banks are not physically open for business in Budapest, Hungary. (d) “Confidential Information” shall mean any commercial, financial or technical information relating to the business or prospective business of one party obtained directly or indirectly by or on behalf of the other in any form or medium pursuant to this Agreement which is expressly marked as confidential or which a reasonable person would reasonably regard as being confidential, together with any reproductions of this information. (e) “Data Consumer“ shall mean a user consuming data created, transferred, exposed or generated by the Product. (f) “Documentation” shall mean the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable and/or machine-readable forms supplied by the Licensor with the Licensed Software as amended from time to time. (g) “Effective Date” shall mean the date of execution of this Agreement. (h) “Intellectual Property Rights” shall mean all intellectual and/or industrial property rights of any nature anywhere in the world, including copyright, database rights, patents, know-how, design rights, registered designs, trade mark rights, service mark rights, domain name rights and mask works rights; whether or not registered or capable of protection by registration, and the right to apply for any of them, for the full term of such rights and all renewals and extensions, together with all accrued rights of action. (i) “Liability” means liability in or for all claims, losses or damage for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the agreement, including liability expressly provided for under the agreement or arising by reason of the invalidity or unenforceability of any term of the agreement (and for the purposes of this definition, all references to the "agreement" shall be deemed to include any collateral contract). (j) “Licence” shall mean the licence granted to the Licensor and the Authorized Employees in accordance with clause 3. (k) “Licensed Materials” shall mean the Licensed Software and the Documentation. (l) “Licensed Software” shall mean the Product. (m) “Product” shall have the meaning given in SCHEDULE 1. (n) “Purpose” means evaluation of the Licensed Software. (o) “Product Schedule” shall mean the document which lists the products to be supplied by the Licensor to the Licensee as set out at SCHEDULE 1. (p) “Term” shall have the meaning given to it in clause 2.1. 1.2. Clause and schedule headings do not affect the interpretation of this Agreement. 1.3. A “person” includes a corporate or unincorporated body. 1.4. Words in the singular include the plural and in the plural include the singular. A reference to one gender includes a reference to the other gender. 1.5. A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it. 1.6. “Writing” or “written” includes faxes but not e-mail. 1.7. References to clauses and Schedules are to the clauses and Schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule. 2. TERM 2.1. This Agreement shall commence on the Effective Date and, subject to earlier termination pursuant to any of the termination provisions under this Agreement, shall continue in force for 30 calendar days (“Term”). 3. LICENCE 3.1. In consideration of obligations entered into by the Licensee and the conditions imposed by the Licensor, the Licensor hereby grants to the Licensee a limited (subject to the termination rights set forth in clause 10), non-exclusive, non-transferable, royalty- and fee-free licence to use the Licensed Materials on the terms and conditions of this Licence solely for the Purpose. 3.2. The Licensed Materials are specified in the Product Schedule and are licensed for one use during the Term. 3.3. The Licence in clause 3.1 is personal to the Licensee, and the Licensee shall not permit any third party to use or have access to the Licensed Materials, except as expressly permitted in this Agreement or as permitted with the express prior written consent of the Licensor. 3.4. The Licensed Materials are licensed strictly for the Purpose only. The Licensee may not sell, license, sublicense or transfer the Licensed Materials to any third party, without the express prior written consent of Licensor or as expressly stated in the Product Schedule. Any use of the Licensed Materials by any Authorized Employees shall be solely for the Purpose and not for the benefit of any third party. 3.5. The Licensee may make one copy of the Licensed Software for archival/backup purposes. All titles, notices, legends and other markings must be accurately reproduced on all copies. 3.6. The Licensee may not use or disclose the Licensed Materials except as permitted by this Agreement. 3.7. Except as permitted by applicable law, the Licensee may not modify, translate, disassemble or decompile the Licensed Materials, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Licensed Software, or use the object code or source code of the Licensed Software in whole or in part to create, or have created, translations or derivative works of the Licensed Software. 3.8. The Licensee shall not remove, alter or destroy any titles, notices, legends or other markings placed upon or contained within the Licensed Materials. 3.9. The Licensee shall safeguard the Licensed Materials from unauthorized use or disclosure employing, in any event, no less than a reasonable degree of care and no less care than Licensee uses to safeguard its own confidential information, and agrees promptly to notify Licensor of any unauthorized use or disclosure of the Licensed Materials and to provide reasonable assistance to Licensor in the investigation and prosecution of such unauthorized use or disclosure. If the Licensee discovers unauthorized use of the Licensed Materials, the Licensee shall notify Licensor, remedy the unauthorized use and ensure prompt compliance with this Agreement. 3.10. The Licensor, may upon sixty (60) days’ notice to the Licensee and no more than once within twelve (12) months from the Effective Date, audit the Licensee’s books and records and inspect the Licensee’s premises to ensure compliance with this clause 3 provided always: (i) that the Licensor shall not be entitled to access any book, record or premises not directly concerned with this Agreement; and (ii) that any such audit shall be limited to the extent strictly necessary to ensure compliance with this clause 3 and shall not unreasonably interfere with the operations of the Licensee. 3.11. The Licensor shall provide limited technical support for the evaluation of the Product throughout the Term within a Business Day to the Licensee, but does make any guarantees with respect to the timeliness or accuracy of such support. 3.12. Licensee will make all requests for technical support by email to info@virtdb.com 4. INSTALLATION 4.1. The Licensor will provide the Licensee with activation keys to make the Licensed Software functional from the Effective Date. 4.2. The Licensee shall not install the Product on a production system without an explicit written consent of the Licensor. 5. DOCUMENTATION 5.1. The Licensor shall provide to the Licensee with copies of the Documentation containing sufficient information for the proper use of the Licensed Software. 6. INTELLECTUAL PROPERTY RIGHTS 6.1. Except for the Licence expressly granted hereunder, all rights, title and interest in the Licensed Materials, and in ideas, know-how or code related thereto, provided by the Licensor or developed by the Licensor, including any Intellectual Property Rights, shall at all times remain the property of Licensor or its licensors. 7. INDEMNIFICATION 7.1. Licensee shall indemnify and hold Licensor and its successors, officers, directors, employees and attorneys harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any breach by the Licensee of this Agreement. 8. THIRD PARTY RIGHTS 8.1. This Agreement and the documents referred to in it, are made for the benefit of the parties only. 9. AUTHORITY 9.1. Each party warrants that it has full capacity and authority, and all necessary Licenses, permits and consents to enter into and perform this Agreement and that those signing this Agreement are duly authorized to bind the party for whom they sign. 10. TERMINATION 10.1. Either party may terminate this agreement for convenience by giving the other party no less than 10 days prior written notice. 10.2. The Licensor shall have the right to terminate this Agreement immediately by providing written notice to the Licensee upon the happening of the following events:- (a) material breach of the Licensee of any of its obligations under this Agreement. (b) a receiver is appointed over the assets of the Licensee; (c) the Licensee makes a general assignment of all or substantially all of its assets for the benefit of its creditors; (d) the Licensee commences or has commenced against it, proceedings under any bankruptcy law; or (e) the Licensee ceases to do business. 10.3. Termination or expiration of this Agreement shall be without prejudice to any accrued rights or remedies of the Licensor, including without limitation injunctive relief. 10.4. Termination or expiration of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. 10.5. Upon termination or expiration of this Agreement for any reason: (a) the Licensee shall cease all use of the Licensed Materials; and (b) the owner of Confidential Information may at its option require the other party to delete all such Confidential Information (other than in the case of the Licensor, the Licensed Materials) from any computer disks, tapes or other material in its possession or under its control or deliver up or destroy materials and tangible items in its possession or under its control which contain or refer to any such Confidential Information or which belong to the party requiring the action. 11. LIMITATION OF LIABILITY 11.1. Neither party excludes or limits its Liability for: (a) its fraud; or (b) death or personal injury caused by its Breach of Duty; or (c) any other Liability which cannot be excluded or limited by applicable law. 11.2. Subject to clause 11.1, the Licensor does not accept and hereby excludes any Liability for Breach of Duty other than any Liability arising pursuant to the terms of the agreement. 11.3. Subject to clause 11.1, neither party shall have any Liability to the other in respect of any: (a) indirect or consequential losses, damages, costs or expenses; (b) loss of use of money; (c) loss of goodwill; (d) loss of reputation; (e) loss of opportunity; or whether or not such losses were reasonably foreseeable or the relevant party or its agents, staff, officers, employees or sub-contractors had been advised of the possibility of the other party incurring such losses. 11.4. Subject to clause 11.1, in respect of any Liability and the exclusions and limits set out in the rest of this agreement, the total aggregate Liability of the Licensor to the Licensee shall be limited to €500. 11.5. The limitation of Liability under clause 11.4 has effect in relation both to any Liability expressly provided for under the agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement. 11.6. The Licensee is responsible for the data and other results obtained from operation of the Licensed Software. The Licensor will assume no liability to the Licensee, third parties or related parties in connection with the use of such data and other results. 12. CONFIDENTIALITY 12.1. Each party shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether before or after the date of this Agreement) and shall not use nor disclose the same except: (a) for the purposes of the proper performance of this Agreement; (b) as otherwise permitted by this Agreement; or (c) with the prior written consent of the other party. 12.2. Each party may disclose the Confidential Information of the other party to its employees, agents, consultants and contractors who reasonably need to receive the Confidential Information of the other party for the purposes of this Agreement. Where one party discloses Confidential Information of the other party to its employee, agent, client, consultant or contractor, it shall do so subject to obligations equivalent to those set out in this clause 12. Each party shall use its commercially reasonable efforts to ensure that any employee, agent, client, consultant or contractor complies with such obligations. 12.3. The obligations of confidentiality in this clause 12 shall not extend to any matter which either party can show: (a) is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; (b) was in its written records prior to receipt; (c) was independently developed by it; or (d) was independently disclosed to it by a third party entitled to disclose the same. 12.4. The obligations of this clause 12 shall continue after termination of this Agreement for whatever reason. 13. NOTICES 13.1. Any notice or other communication required or authorized to be given under this Agreement shall be in writing and may be served by personal delivery or by recorded delivery letter (if to an address in the same country) or by overnight courier or by facsimile addressed to the relevant party at its address stated in this Agreement or at such other address or facsimile number as is notified by the relevant party to the other for this purpose from time to time or at the address or facsimile number of the relevant party last known to the other. 13.2. Any notice so given by post shall be deemed to have been served two Business Days after the same shall have been despatched to the overnight courier or Post Office and any notice so given by facsimile shall be deemed to have been served upon receipt of a delivery report from the receiving machine, and in proving such service it shall be sufficient to prove that the letter or facsimile was properly addressed or numbered and, as the case may be, despatched or a delivery report received. 14. GENERAL 14.1. This Agreement (together with any documents referred to in it) constitutes the whole Agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein. 14.2. Except as expressly stated herein, no failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that party's rights under this Agreement. 14.3. If any provision in this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other provision or part of any provision, all of which shall remain in full force and effect. 14.4. Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties. 14.5. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each party to this Agreement may enter into this Agreement by signing any such counterpart. 14.6. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hungary, and each party hereby submits to the exclusive jurisdiction of the courts of Hungary. The parties hereto have caused the Agreement to be executed by their duly authorized representatives on the date first above written. EXECUTED by LICENSOR by being signed by those persons who are authorised to sign on behalf of the Licensor: Signature of Authorised Person Name of Authorised Person Title Date EXECUTED by LICENSEE by being signed by those persons who are authorised to sign on behalf of the Licensee: .. Signature of Authorised Person Name of Authorised Person Title Date SCHEDULE 1 LICENSOR’S PRODUCT DESCRIPTION VirtDB Data Unfolder for SAP The Data Unfolder is an ABAP component installed on the SAP Application Server and optionally additional code and executables (Data Distribution Engine) running on other servers. After the VirtDB components are installed on SAP application server, the SAP users who are granted the privilege to use VirtDB components will have access to VirtDB Data Unfolder services. VirtDB Data Unfolder services enable the users to select data sets from SAP (standard or custom tables, views, reports, queries, etc.) and push the data out into Tableau extracts, MS SQL, Oracle, Hadoop and further target systems or other file formats (like CSV, XLS, XML etc) in ad-hoc or scheduled (batch) ways. VirtDB InstantInsights for SAP InstantInsights is an ABAP add-on that allows embedding HTML pages into SAP screens. After the VirtDB components are installed on SAP application server, the SAP users who are granted the privilege to use VirtDB components will have access to VirtDB InstantInsights services. Using this technique, fully functional BI dashboards can be added to standard SAP screens (dynpros, lists etc.).