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SOFTWARE SOURCE CODE LICENSE

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Recitals

Jade Software Corporation Limited (Jade) is the owner of copyright and all other intellectual property rights pertaining to the Software, the subject of this Agreement. The Licensee wishes to receive the Software in Source Code form. Jade agrees to supply Source Code to Licensee on the following terms and conditions:

1. Definitions
   

   "JADE™" means the operational release of JADE™ software released by Jade together with any associated documentation and any new JADE™ release or part thereof. "License" means this Source Code License. "P Code" means the Software in Pseudo-Code form following loading of the Source Code by the Licensee to the JADE™ repository for the Licensee's application use. "Software" means the Software, in all code forms, whether in whole or in part as detailed in the Schedule and includes any updates supplied by Jade. "Source Code" means the Software in source code form. "Intended Use" means the use detailed in the Schedule.

2. Grant of License
   

   • Jade grants to Licensee the right and license to possess, and load the Source Code for the Intended Use only.

   • The Source Code may not be modified by the Licensee without the prior written consent of Jade.

   • The Licensee may make only so many copies of the Source Code as are reasonably necessary for backup purposes.

   • The Licensee must retain all copies of the Source Code under its effective possession and control.

3. Source Code Secrecy to be Maintained
   

   The Licensee agrees that the Source Code constitutes or contains confidential information of JADE, and embodies trade secrets developed at substantial cost and expense.

   The Licensee shall hold the Source Code in confidence for Jade. The Licensee shall employ reasonable secrecy precautions, at least as protective as the precautions it uses to protect its own confidential information, to protect the Source Code from unauthorized copying, use or disclosure.

   The Licensee shall allow access to the Source Code only to employees of the Licensee or contractors to the Licensee who are loading the Software for the Intended Use and who have a need to know information contained in the Source Code. The Licensee agrees to use all reasonable efforts to prevent any actual or threatened unauthorized copying, use, or disclosure of the Source Code.

4. Ownership Warranty
   

   Jade warrants it has unencumbered right to license the Software.

5. Support
   

   Jade will during its normal business hours, provide telephone accessed support to the Licensee for the Source Code. JADE reserves the right to charge the Licensee for time spent on problems reported by the Licensee that turn out not to be faults in the Source Code, at JADE's then current rate.

6. Duration of License

   This License shall subsist only for so long as the Licensee has applications containing the Software for the Intended Use unless terminated sooner under Clause 7 below.

7. Termination, Effect of Expiration or Termination
   

   should the Licensee commit a breach of any obligation hereunder, Jade may, at its option, terminate this Agreement immediately on written notice to the Licensee. Such notice shall state the default upon which termination is based.

   Upon termination (or expiration of the term of this Agreement), the rights and license herein granted shall terminate. The Licensee shall destroy or return to Jade all copies of Source Code in its possession and control and certify the same to Jade in writing.

8. No Assignment
   

   The Licensee represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third-party, and further agrees that it may not assign its rights or obligations under this Agreement without the prior written consent of Jade.

9. Survival
   

   The provisions of clause 3 of this Agreement shall survive the expiration or termination of this Agreement.