THIS AGREEMENT is entered into as of today (“Effective Date”) by and between Derdack Corp., a Virginia corporation, with offices at 4470 Cox Road, Suite 250, Glen Allen, Virginia 23060 (“LICENSOR”), and You and/or the organization you represent (“LICENSEE”) (collectively, the “PARTIES”). W I T N E S S E T H: WHEREAS, LICENSOR is the owner of, or has acquired rights to, a software and Documentation as made available here (the “Licensed Software”); WHEREAS, LICENSEE desires to use such Licensed Software; and WHEREAS, LICENSOR desires to grant to LICENSEE and LICENSEE desires to obtain from LICENSOR a non-exclusive license to use the Software and related Documentation solely in accordance with the terms and on the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows. General By using the Licensed Software installed on a virtual machine provided by LICENSORor its partners, you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, promptly stop the usage of the virtual image or the operation of the virtual machine build from the image. GRANT OF LICENSE LICENSOR grants LICENSEE the right to use the Licensed Software on a number of virtual machines depending on the specific commercial agreement. The Licensed Software is in use on a computer when it is loaded into memory. It is expressly understood by LICENSOR and LICENSEE that other than stated here in this Agreement no further rights and/or ownership in the Licensed Software are granted toLICENSEE. COPYRIGHT The Licensed Software is owned by LICENSOR or its suppliers and is protected by US, German and international copyright laws and treaties. Therefore LICENSEE must treat the Licensed Software like any other copyrighted material. LICENSEE may not copy the product manuals or any written material accompanying the Licensed Software. OTHER RESTRICTIONS LICENSEE may not rent or lease the Licensed Software, and LICENSEE may not transfer its rights under this license agreement on any basis. LICENSEE may not reverse engineer, de-compile or disassemble the Licensed Software. LIMITED WARRANTY LICENSOR warrants that the Licensed Software will perform substantially in accordance with the accompanying printed or electronic product manual(s) for the shortest period permitted by applicable law but a minimum of ninety (90) days. Warranty implies that LICENSOR shall, within a reasonable timeframe, either (atLICENSOR's option) repair, replace, support, remedy or take other corrective or error avoidance action as may be necessary to correct all reported Defects. The obligation of this Article is however subject to the following conditions: 1. The Defect must constitute an operating defect compared to the Specification 2. LICENSEE must inform LICENSOR of the Defect in writing 3. The part of the System concerned must not have been:  modified by LICENSEE without LICENSOR’s written authorisation  installed, used or maintained in a manner contrary to LICENSOR’s reasonable instructions subjected to misuse (including for purposes other than for which they were designed) im-proper maintenance, unusual workload and accident damaged by deviation from applicable environmental specifications  subject to vandalism, burglary or theft. In the event of any claim of Defect by LICENSEE under the above warranties,LICENSEE shall inform LICENSOR of the nature of any alleged defect whereuponLICENSOR or its representative shall have the option of testing and inspecting the System by remote diagnosis. LICENSEE shall ensure that LICENSOR is provided with all information regarding the alleged defect which LICENSOR may reasonably require and such reasonable assistance as LICENSOR may request when carrying out any investigation. REMEDIES LICENSOR's entire liability and your exclusive remedy shall be, at LICENSOR's option, either a return of the price paid or repair or replacement of the Licensed Software that not meets the limited warranty and which is returned with a copy of LICENSEE's receipt. The limited warranty is void if failure of the Licensed Software has resulted from accident, abuse or misapplication. Any replacement Licensed Software will be warranted for the remainder of the original warranty period but at least for 30 days. NO OTHER WARRANTIES To the maximum extent permitted by applicable law, LICENSOR disclaims all other warranties, either express of implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Licensed Software, the accompanying product manual(s) and written materials. The limited warranty contained herein gives LICENSEE specific legal rights. NO LIABILITY FOR CONSEQUENTIAL DAMAGE To the maximum extent permitted by applicable law, LICENSOR and its suppliers shall not be liable for any other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this Licensed Software, even if LICENSOR has been advised of the possibility of such damages. In any case,LICENSOR's entire liability under any provisions of this agreement shall be limited to the amount actually paid by LICENSEE for this Licensed Software. NO LIABILITY FOR MESSAGE DELIVERY OR RECEIPT LICENSOR cannot guarantee that (mobile) messages sent through the used mobile or any other equipment by the Licensed Software reach their destination. Neither canLICENSOR guarantee that the Licensed Software receives all messages through the any used equipment they have been sent to. LICENSOR is not liable for any consequential damage arising from the fact that messages sent by the Licensed Software do not reach their target destination (mobile phones, pagers) or that messages sent from any mobile equipment to the Licensed Software will be recognized and processed by the Licensed Software. MISC (a) Each party acknowledges that it has read and understands this Agreement and the Exhibits and further agrees that it is the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of the Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. (b) Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission(or electronic transmittal) with confirmation of successful transmission to the correct number, or three (3) days after mailing if mailed by registered or recorded post, postage prepaid, and addressed to the respective parties at the addresses at the addresses at the head of the Agreement or such other addresses as the parties may from time to time indicate in writing. © This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to conflicts of laws principles thereof. Any actions brought under this Agreement will be subject to the jurisdiction of the federal and state courts for Henrico County, Virginia, it being agreed that the parties submit to the jurisdiction of those courts. BOTH PARTIES EACH WAIVE ALLRIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIMBROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER ARISINGOUT OF THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION,PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT ANDNOT BEFORE A JURY. BOTH PARTIES REPRESENT THAT THEY HAVE BEENREPRESENTED IN THE EXECUTION OF THIS AGREEMENT AND THE MAKING OFTHIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWNFREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THISWAIVER WITH COUNSEL. The parties understand and appreciate that their long term mutual interests will be best served by affecting a rapid and fair resolution of any claims or disputes which may arise out of this Agreement. Therefore, both parties agree to use their best efforts to resolve all such disputes as rapidly as possible on a fair and equitable basis. Toward this end both parties agree to follow the process set forth below for presenting, rapidly assessing, and settling claims on a fair and equitable basis. If any dispute or claim arising under this Agreement cannot be resolved by the relevant senior managers for the parties within thirty (30) days after the parties’ mutual acknowledgment of the existence of a dispute or claim, the parties agree that either of them may refer the matter to a panel consisting of one (1) executive from each party not directly involved in the claim or dispute for review and resolution. A copy of the Agreement, agreed upon facts (and areas of disagreement), and concise summary of the basis for each side’s contentions will be provided to both executives who shall review the same, confer, and attempt to reach a mutual resolution of the issue. If the executives are unable to resolve the dispute within thirty (30) days, either party may submit the dispute for resolution by mediation. The mediation shall be conducted in the city of Richmond, Virginia, U.S.A. by JAMS. Mediation will continue for at least fifteen (15) business days unless the mediator chooses to withdraw sooner. At the request of either party, the mediator will be asked to provide an evaluation of the dispute and the parties’ relative positions. Each party shall bear its own costs of mediation effort. If the dispute cannot be resolved through mediation, either party may commence an action to resolve the dispute as set forth above in this Section 13 ©. (d) If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. (e) LICENSEE may not assign or sub-license, without the prior written consent ofLICENSOR, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, provided, however, that the Agreement may be assigned byLICENSEE without the consent of LICENSOR to a purchaser of all or substantially all of the assets or outstanding capital stock of LICENSEE, or its parent corporation or other corporation controlled by its parent corporation, whether by merger, consolidation or otherwise or is otherwise an affiliate of LICENSEE or its parent corporation. Any authorized transferee or assignee of the Licensed Software or the Agreement shall be bound by and subject to all of the Agreement of the Agreement. (f) The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. (g) Both parties agree to comply with all applicable laws, rules, regulations and orders of Europe, the United States, Europe, and any other state or country with jurisdiction over such party’s activities in performance of their obligations under this Agreement including without limitation all applicable import or export and re-export regulations and all licensing or permitting requirements imposed by Europe, the United States, Europe, and any other state or country. (h) Nothing in this Agreement shall be construed to create an agency, joint venture, partnership, or other relationship between the parties. No agent, employee, or representative of either party has the authority to bind the other party in any manner. The parties are independent contractors with respect to each other under the Agreement. (i) Neither party shall be responsible for failure to perform in a timely manner under this Agreement when its failure results from any of the following causes; Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control. (j) On LICENSOR’s request, no more frequently than annually, LICENSEE shall furnishLICENSOR with a signed certification (i) verifying that the Licensed Software is being used pursuant to this Agreement and its Exhibit A, including any user limitations and (ii) listing the locations where the Licensed Software is being used. LICENSEE agrees to grant LICENSOR reasonable access to LICENSEE's site, upon prior notice during normal business hours, to audit the use of the Licensed Software. Any such audit shall be at LICENSOR’s expense. (k) Any amounts payable by LICENSEE which are not paid within thirty (30) days after they are due shall bear interest at a rate of 1% per month from the due date until such amount is paid. (l) The Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument. (m) Neither party shall use the name or trademarks of the other in advertising without securing the prior written consent and approval of the other. (n) Public Announcements. LICENSOR may use LICENSEE's name and logo in press releases, product brochures and financial reports indicating that LICENSEE is a customer of LICENSOR. Immediately upon contract execution, LICENSEE agrees to issue joint press release with LICENSOR stating LICENSEE has selected LICENSORsoftware upon contract execution. LICENSEE agrees to issue a joint press release withLICENSOR stating LICENSEE has moved to production with LICENSOR software upon go live. All press releases text must be pre-reviewed and approved by LICENSEEprior to release distribution. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date.