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Software License and Annual Support Contract IntelliTime Systems Corporation ® Software License and Annual Support Agreement SOFTWARE LICENSE AGREEMENT made this day of , by and between Intellitime Systems Corporation, incorporated under the laws of the State of California, USA ("Licensor") and the , formed under the laws of the State of "Licensee"). Licensee desires to license certain software programs owned by Licensor for Licensee's own internal use, and Licensor is willing to grant Licensee such a license, subject to the terms and conditions of this Agreement. In consideration of the license fees to be paid hereunder and for other good and valuable consideration, the parties agree as follows: 1. GRANT OF LICENSE . Licensor grants to Licensee and Licensee accepts, on the terms and conditions set forth herein, a nontransferable, nonexclusive right to use the software programs identified on the attached Schedule 1 ("Programs") and the accompanying end user documentation (the "Documentation"; the Programs and the Documentation are collectively referred to herein as the "Software"). Each copy of a Program licensed under this Agreement may only be installed and used on one server at a time, and the Program may only be accessed at any one time by the number of users for which Licensee has paid a license fee. Additional Software may be added to this Software License Agreement through additional Schedules approved by both Licensor and Licensee. ® 2. DELIVERY AND PAYMENT . Licensor shall supply the number of copies of each of the Software listed on the attached Schedule 1 and Licensor will invoice Licensee for the License Fees indicated on the attached Schedule 1. License Fees are exclusive of shipping charges and any federal, state, provincial or local taxes, including any VAT or other withholdings, imposed on this transaction, the License Fees, or on Licensee's use or possession of the Software, all of which shall be paid by Licensee without deduction from the License Fees. Licensee agrees to pay any invoice in full within 10 days of receipt by wire transfer to Licensor's bank pursuant to the wiring instructions set forth on Schedule 1. All prices and payments are in U.S. dollars unless otherwise indicated. 3. USE OF THE SOFTWARE . 3.1. Restrictions on Use . The license granted by Licensor to Licensee to use the Software is subject to the following restrictions: 3.1.1 The Software may be used only by Licensee for its internal business purposes and only for the direct benefit of Licensee. 3.1.2 The Software may be used at any point in time only by the number of persons for whom a license fee has been paid, as specified on Schedule 1; all such use may only be by those persons using the Software for the benefit of Licensee in the course and scope of their employment. Licensee shall be provided with a security code to permit use of the Software by the number of users for whom a license fee has been paid.