TenStep, Inc. (hereinafter referred to as “we,” “us” or “our”) will license the LifecycleStep™ Project Lifecycle Process (the “Process”), available at www.LifecycleStep.com, and any other related products specified below (collectively, the “Content”) to Company name (hereinafter referred to as “you” and “your”) in accordance with the terms and conditions of this Agreement. 

Terminology

1. a) The term “users” refers to all project managers and team members that utilize the Content or that work on teams that utilize the Content. The term “users” may include contract personnel only for the period of time such contractors are under contract with your company.

   b) The term “Premium Content” refers to all material in the Content that is password protected. “Non-premium Content” refers to all other Content that is available without a password. 

License and Fees

2. Subject to the terms and conditions set forth in this Agreement, we hereby grant to you a limited use, non-exclusive, non-transferable licenses to utilize the Content as your project management methodology as set forth herein.  This license gives you the right to use, alter, modify, adapt, create derivative works from, the Content as appropriate for use by your company for its internal use.

3. Your website access rights are described at 498.2 LifecycleStep Licenses.

4. In consideration of the licenses of the Content, you will pay us a license fee of [$_____] (the "Initial Fee”).  This license fee is based on you having up to xxxxx (xx) users of the Content. If your number of users consistently exceeds xxxx, the license fee will need to be renegotiated. Any license fee paid previously will be applied to the new license fee.
   
   For the Initial Fee, we grant to you (i) a perpetual license, subject to termination, to access and utilize all of the Non-premium Content, including all Non-premium Content created in the future, and (ii) a limited license to access and utilize the Premium Content for one year after we send userids and passwords to you, including all updates to the Premium Content.  

Renewal Fees

a) Each set of passwords issued to you by us for access to the Premium Content will cover a period of one year from the issue date. After the applicable one-year period, your passwords to access the Premium Content will expire.

b) A renewal invoice will be sent to you prior to the time your passwords expire in the then current term. The renewal fee in each such invoice will be 15% of the list price for the applicable licenses granted to you with the same options at the time of the renewal.

c) License prices are subject to change without notice to reflect the increased value provided. However, in no case shall the renewal fee increase by more than 10% over the prior year’s renewal fee. For the first renewal period, the fee is based on 15% of the original standard list price at the time the license was purchased. 

d) If you elect to pay the renewal fee, your license to the Premium Content will renew for an additional one year period upon our receipt of the renewal fee.  We will issue a new set of passwords for each renewal period. 

e) If you elect not to pay the any renewal fee, your access to the Premium Content will terminate upon the expiration of the then current passwords. However, all of the other terms of this Agreement will remain in effect, including your continued rights and obligations to utilize the Non-premium Content . At your request, we will also mail you a CD containing the Premium Content as of the time that your access expired. The content of the CD can only be shared with authorized users of the Non-premium Content.

f) If you elect not to pay the renewal fee when due, you can subsequently choose to renew your license to the Premium Content at a later time. In this case, your total renewal fee will also include any and all renewal fees that would have been paid since the last renewal period lapsed. 

Restrictions

6. This Agreement is between “you” and “us”. No other individuals or companies are covered, and no one else has the licensed right to use the Content unless added under a separate agreement. This license does not give you the right to sublicense, publish, display, give, export or distribute, sell, or resell the Content or use the Content for any other purpose, or any process based on the Content, to any third-party company or individual without our prior written consent.  This license also does not give you the right to offer training classes for hire based on the Content or any processes derived from the Content.

7. You agree not to share the Content with other individuals who are not a party to this Agreement, except as allowed under this Agreement. You agree to use reasonable precautions to protect all userids and passwords from unauthorized users.

Trademarks and Copyrights

8. The LifecycleStep™ Project Lifecycle Process, website, and all associated material remain our property. The “LifecycleStep™ Project Lifecycle Process” name and logo are trademarked to TenStep, Inc., and all of the Content is under copyright protection. This does not preclude you from adding new and original content to the Content for use within your company. You will own the intellectual property rights to any original content that you add to supplement our material. You agree that we may include your company name as a licensed user of the Content.

Warranties Disclaimed and Limitation of Liability

9. The value that you receive from the Content is based on the implementation and use within your company. You assume all risk as to the use of the Content. There can be no refunds of license fees, including renewal fees, after they are paid. There is no stated follow-up support provided with this Agreement. THE CONTENT IS LICENSED “AS IS” WITH NO EXPLICIT OR IMPLIED WARRANTIES OF ANY KIND INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR INABILITY TO USE THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR THIRD PARTY EXCEED THE LAST FEES ACTUALLY PAID BY YOU FOR THE CONTENT.

Effective Date and Termination

10. This Agreement is effective after we receive the Initial Fee and a signed copy of this Agreement from you and will continue until terminated. The passwords for accessing Premium Content are effective on the day we send them to you.  You may terminate this Agreement at any time.  We may terminate this Agreement if you breach any term of this Agreement and fail to cure that breach within 10 days after receipt of written notice from us.  Upon termination, you agree to destroy all copies of the Content in your possession and provide written notice of such destruction.

Miscellaneous

11. This Agreement shall be interpreted and construed in accordance with the laws of the State of Georgia.

12. If any provision in this Agreement is determined by a competent authority to be unenforceable, all other provisions of this Agreement shall continue in full force and effect.  If any of these circumstances occur, then the parties agree to endeavor in good faith to negotiate such amendment or amendments to this Agreement as will restore the relative desired benefits and obligations of the parties under this Agreement immediately prior to such holding, modification or condition.

13. The headings of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the Agreement.

14. We may assign this Agreement to our successors and assigns. You may assign this Agreement to any company, which directly or indirectly controls you or is controlled by you or is under common control with you, provided that the assignee expressly and in writing assumes all of your obligations hereunder. You may make no other assignment without our written consent.

15. All notices under this Agreement shall be in writing and shall be delivered to the address provided above and shall be deemed effective (i) immediately upon personal delivery; (ii) the day after delivery to a reputable overnight courier; or (iii) three (3) days after mailing by certified mail (return receipt requested) with all postage and charges prepaid.

16. This Agreement constitutes the complete agreement of the parties with respect to the licenses granted hereunder. This Agreement supersedes all prior proposals and understandings, whether oral or written, with respect to such subject matter, and may be modified only be a writing signed by both parties. Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right or provision under this Agreement. 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by a duly authorized representative.

TenStep, Inc.                                                        Company Name

By:                                                           By:                                                    

Name:                                                      Name:                                              

Title:                                                        Title:                                                

Date:                                           _            Date: