August 14, 1991 d t S e a r c h 1.1 SITE LICENSE INFORMATION Site licensing enables companies, departments, government agencies, etc., to equip their personnel with software at greatly reduced cost. The company purchasing a site license (the licensee) provides a single point of contact for shipping, technical support, upgrades, etc., and we (the licensor) provide a single master of the diskettes and manual. A site license for dtSearch currently costs $150.00 plus $35 per user up to 50 users. Additional users beyond 50 cost $25 per user. After August 14, 1992 please contact DT Software, Inc. for new prices. Also, please contact DT Software, Inc. for prices for more than 200 users. Contract telephone technical support for dtSearch is available separately from the Advanced Support Group, Inc. For information about this service, please call the Advanced Support Group at 1-314-256-3130. To obtain a site license, simply print this file, fill it out, sign it under LICENSEE, enclose a check or money order for the correct amount, and mail it to: DT Software, Inc. 2101 Crystal Plaza Arcade, Suite 231 Arlington, Virginia 22202 Upon receipt of the completed, signed form, and a check or money order for the correct amount, we will send you the required masters and a copy of the license agreement with an authorized signature under LICENSOR. LICENSE DT Software, Inc. (Licensor) grants to _________________________ ______________________________________________________(Licensee), and Licensee accepts, a license to use the licensed program in accordance with the terms and conditions contained in this agreement. 1.0 DEFINITIONS 1.1 "Licensed program" means the object code version of dtSearch and related program user documentation. No rights to DT Software, Inc. Site License Page 1 of 5 the source code versions of the licensed program are granted by this license. 1.2 "Object code" means any instruction or set of instructions in machine executable form. 1.3 "User documentation" means any standard manuals or other related materials used for user instruction or reference in use of the licensed program. 1.4 "Use" means copying of any portion of the licensed program from a storage unit or media into the designated equipment and execution of the licensed program on the equipment. 2.0 LICENSE GRANT 2.1 Licensee is granted a nontransferable, nonexclusive right to use the number of copies of the licensed program indicated below for Licensee's internal use. Licensor will deliver one copy of the licensed program to Licensee. Licensee may make additional copies of the licensed program, up to the number of copies licensed herein, provided that each copy of the program contains Licensor's copyright notice and any other proprietary legends, including legends under the Federal Acquisition Regulations (FAR), if any, contained on the delivered copy. 2.2 Each copy of the licensed program provided under this license may be used on only one computer at any one time. If used on a network system, each terminal user is automatically considered to be using a distinct copy of the licensed program whether or not he is actually using it. 2.3 Licensee shall not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the licensed program except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license. 3.0 TERMS 3.1 This license is effective until terminated. Licensee may terminate it at any time by destroying the licensed program and all copies of it and notifying Licensor in writing. This license will also terminate as otherwise provided in this agreement. On termination, Licensee shall return all materials not destroyed to Licensor together with a written verification that the remaining materials have been destroyed. 4.0 LIMITED WARRANTY DT Software, Inc. Site License Page 2 of 5 4.1 Licensor warrants that for a period of ninety days from the date of delivery of the licensed program, the program, if unmodified by the Licensee, will perform in substantial conformity with the user documentation. Any program problems reported to Licensor during the warranty period and determined by Licensor to be actual coding errors will be corrected by Licensor within a reasonable time. 4.2 The above warranty does not apply to the extent that any failure of the licensed program to perform as warranted is caused by the licensed program being (1) not used in accordance with the user documentation, or (2) modified other than by Licensor. 4.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. 5.0 LIMITATION OF LIABILITY 5.1 The total liability of Licensor or its suppliers for any claim or damage arising out of the use of the licensed program or otherwise related to this license shall be limited to direct damages which shall not exceed the license fee(s) which have been paid by Licensee to Licensor for the specific client project which is the subject of such claim or damage. 5.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.0 TERMINATION. This license may be terminated by Licensor if: 6.1 Licensee fails to comply with any material term or condition of this agreement and Licensee fails to cure such failure within fifteen days after notice of such failure by Licensor; or 6.2 Licensee's normal business operations are disrupted or discontinued for more than thirty days by reason of insolvency, bankruptcy, receivership, or business termination. 7.0 GENERAL TERMS 7.1 Neither this agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Licensee without prior written consent of Licensor, which consent will not be unreasonably withheld. Licensor may assign this agreement DT Software, Inc. Site License Page 3 of 5 entirely in its discretion upon the express written assumption of the obligations hereunder by the assignee. 7.2 This agreement shall be interpreted and enforced in accordance with and shall be governed by the laws of the State of Virginia applicable to contracts between residents. No suit for enforcement of or for a declaration of rights between the parties to this agreement shall be commenced in any court other than the Municipal or County Court in and for Arlington County, State of Virginia, or in the United States District Court for the Northern District of the State of Virginia. 7.3 Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be settled by arbitration in accordance with the commercial rules of the American Arbitration Association, using an arbitrator with knowledge of computers and software, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. No arbitration or other action arising out of any claimed breach of this agreement or transactions under this agreement may be demanded by either party more than one year after the cause of action accrued. The prevailing party in any such action related to or arising under this agreement shall be entitled to reasonable attorneys' fees. This provision shall not apply to any action or proceeding for injunctive relief. 7.4 This agreement and its exhibits contain the entire agreement between the parties hereto, superseding all previous agreements, representations, understandings and negotiations. This agreement may not be amended other than by a written agreement signed by an authorized representative of the parties. 7.5 If any terms or provisions of this agreement shall be found to be illegal or unenforceable then, notwithstanding, this agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 7.6 No amendment of this agreement shall be effective unless it is in writing and signed by duly authorized representatives or both parties. 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 consent by any party to or waiver of a breach by the other, whether express or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 7.7 This agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph DT Software, Inc. Site License Page 4 of 5 shall be construed as a consent to any assignment of this agreement by either party except as provided hereinabove. 7.8 Timely payment is of the essence of this agreement. 7.9 This agreement may be signed in counterparts. Effective this _________ day of ________________, 19_____. Total number of users _________ Price: $ 150.00 _______ Users @ $35.00 each ______________ (first 50 users) _______ Users @ @25.00 each ______________ (additional users) Total amount: ______________ Please enclose a check or money order payable to DT Software, Inc. LICENSEE LICENSOR ______________________________ _______________________________ Authorized Representative Authorized Representative Typed name_____________________ Typed name_____________________ Title__________________________ Title__________________________ Address_______________________ DT Software, Inc. 2101 Crystal Plaza Arcade _______________________________ Suite 231 Arlington, Virginia 22202 _______________________________ _______________________________ DT Software, Inc. Site License Page 5 of 5