Licensor has engaged Licensee as an official user of its products and services. In furtherance of this relationship, Licensor desires to permit Licensee to demonstrate Licensor's COVER3 software (the “Software”) on Licensee’s hardware for prospective customers or clients, upon the terms and conditions hereinafter set forth. IN CONSIDERATION of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. License Limited to Demonstration for Prospects. Subject to the terms of this Agreement and for as long as Licensee complies with the terms thereof, Licensor grants Licensee a limited, non-exclusive, non-assignable, non-transferable, personal, object code license during the term of this Agreement to use the Software for demonstration purposes only. The Software shall be kept and used in conformance with the intended purposes and application hereunder to which the Parties have agreed. Licensee agrees to keep Licensor informed at all times as to the location of the Software. Licensee agrees to provide a site, all third party software, and all other requirements necessary to operate the Software in conformance with Licensor's standard requirements. 2. Other Limitations on Use. Licensee acknowledges that this limited demonstration license for the Software is expressly limited to the support Licensee’s activities as a user of Licensor’s products and services. Licensee may not sell, rent, lease, loan or sublicense the Software. Licensee agrees not to, and not to permit others to, directly or indirectly (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of all or any part of the Software, (b) copy, modify, translate, alter, change or collect information that can be used to create derivative works of all or any part of the Software, (c) download, copy or collect information that could be used to copy all or any part of the Software, or access or use all or any part of the Software for any purpose other than for the demonstration and evaluation of the Software by prospective customers or clients. 3. Ownership of Intellectual Property. Title to the Software shall at all times remain with Licensor and Licensee's interest therein is only that of having temporary possession of the Software. Licensee, subject to the limited license granted in Sections 1 and 2 of this Agreement, shall utilize the Software solely for the purpose of demonstrating and allowing prospective customers or clients to evaluate the Software. Licensor reserves all rights in the Software not expressly granted to Licensee in this License. Licensee acknowledges and agrees that Licensor or its third party licensors own all rights, title and interest to in and to the Software (including all code, interfaces, text, photographs, graphics, animation, applets, music, video and audio incorporated therein and any related user guides and documentation and the trade dress, look and feel of the Software, all of which are covered by various protections including, without limitation, copyright, trademark, and trade secrecy law. If Licensee suggests new features or functionality that Licensor, in its sole discretion, adopts for the Software, such new features and functionality will be the sole and exclusive property of Licensor and any all claims of Licensee as to the same are hereby waived and released. Licensor reserves the right, in its sole discretion and without incurring any liability to Licensee, to update, improve and replace and modify or alter the specifications for and functionality of all or any part of the Software from time to time. Title to any and all images captured by the Software during Licensee’s use and stored in the cloud provided by Licensor shall at all times remain with Licensee. In no event shall Licensor access, transfer or otherwise share such images with any third party. 4. Termination. (a) Default - Either party has the right to terminate this Agreement if the other party breaches or is in default of any obligation hereunder which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) calendar days after written receipt of notice of such default (or such additional cure period as the non-defaulting party may authorize). Notwithstanding the previous sentence, if Licensee breaches Sections 1, 2 or 3 of this Agreement, Licensor may immediately terminate this Agreement without prior notice. (b) Acts of Insolvency - Either party may terminate this Agreement by written notice to the other and may regard the other party as in default of this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs, that party shall immediately notify the other party of its occurrence. (c) Force Majeure Event - In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, actions or decrees of government bodies or communication line failure not the fault of the affected party (hereafter referred to as "Force Majeure Event") the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended until such "Force Majeure" is resolved. (d) Return of Properties - Upon the termination of this Agreement by either party, or its expiration, each party forthwith shall immediately return to the other all papers, materials and other properties of the other held by it in connection with the performance of this Agreement. Upon termination of this Agreement, Licensee must immediately cease all use of and destroy or return all copies of the Software. Licensor may require Licensee to certify in writing that Licensee has complied with this requirement. 5. Disclaimer of Warranties. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT LICENSEE’S SOLE RISK. THE SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH SOFTWARE (IF ANY) SHALL BE LICENSEE. LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, SOFTWARE PRODUCTS OR SERVICES TO BE PROVIDED HEREUNDER OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE, OR THAT LICENSEE’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. LICENSEE ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED WARRANTIES ARE MADE BY ANY THIRD PARTY LICENSORS HEREIN. 6. Exclusive Remedies. ANY LIABILITY OF LICENSOR FOR A DEFECTIVE COPY OF THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF LICENSEE’S COPY OF THE SOFTWARE WITH ANOTHER COPY. 7. Limitation of Liability. IN NO EVENT SHALL LICENSOR OR ITS THIRD PARTY LICENSORS BE LIABLE TO LICENSEE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE OPERATION OR USE OF THE SOFTWARE AND SOFTWARE PRODUCTS INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL; OR (III) CLAIMS MADE A SUBJECT OF LEGAL PROCEEDING AGAINST LICENSOR MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. IF LICENSEE COULD HAVE AVOIDED DAMAGES BY TAKING REASONABLE CARE, NEITHER LICENSOR NOT ITS THIRD PARTY LICENSORS WILL BE LIABLE FOR SUCH LOSSES. IN NO EVENT SHALL LICENSOR AND ITS THIRD PARTY LICENSORS TOTAL LIABILITY FOR ALL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EXCEED THE PURCHASE PRICE OF THE SOFTWARE. 8. Publicity. No release shall be made to the news media or to the general public relating to this Agreement without the prior written approval of an authorized executive officer for the other party. 9. Assignment. Licensee shall not assign this Agreement whether by operation of law or otherwise, or any interest therein, without the prior written consent of an authorized executive officer of Licensor. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns or other legal representatives. 11. Governing Law and Forum. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, excluding its principles of conflicts of laws. The parties hereto agree that any action related to this Agreement shall be venued solely in the Federal District Court for the Eastern District of Virginia, and the parties hereby irrevocably submit to the jurisdiction and venue of said court to resolve any dispute arising hereunder or relating hereto. Notwithstanding the above, Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Licensor, such action is necessary or desirable. 12. Export Regulations. Licensee acknowledges its obligations to control access to technical data under the U.S. Export Laws and Regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement. 13. Waiver; Severability. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any waiver or relinquishment of any right or power hereunder at any one time or more times shall not be deemed a waiver or relinquishment of that right or power at any other time. All provisions of this Agreement apply to the maximum extent permitted by applicable law. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 14. Amendments. This Agreement and terms and conditions contained herein may be amended only in writing by an authorized executive officer of each respective party to this Agreement. 15. Survival. All provisions shall survive the termination of this Agreement for any reason, but this sentence shall not imply or create any continued right to use the Software after termination of this Agreement. 16. Background, Enumerations and Headings. The "Background", enumerations and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement. 17. Entire Agreement. This Agreement and the Exhibits attached hereto shall constitute the entire agreement between the parties hereto and supersede all existing contracts or agreements, written or oral, between the parties hereto.