By (Name):

By (Name):

Name Printed:

Name Printed:

Title:

Title:

Date:

Date:

1.

DEFINITIONS

1.1

“ Affiliated Company ” means, as of the date of this agreement, any entities for which CUSTOMER holds greater than a fifty percent (50%) interest (or, by force of law or contract, CUSTOMER is obligated to maintain board control thereof). The term “Affiliated Company” shall mean any additional companies in which CA may acquire or come to hold a fifty percent (50%) interest (or, by force of law or contract, Customer is obligated to maintain board control thereof) provided that the number of total employees of CUSTOMER does not increase by more than fifty percent (50%) from the date of this agreement. Such determination shall be made annually under good faith discussions between the companies and any adjustment to license and/or maintenance fees shall be mutually agreed.

1.2

“ Authorized End Users ” means CUSTOMER’s employees and independent contractors.

1.3

“ Confidential Information ” of a party shall mean any information disclosed by that party (the “ Discloser ”) to the other party (the “ Recipient ”) which is marked “confidential,” or “proprietary”, or if disclosed orally, is designated as confidential or proprietary at the time of disclosure, or which should otherwise reasonably be understood by Recipient to be confidential or proprietary to Discloser, including, but not limited to, the non-public terms and conditions of this Agreement and/or the technology and business of the Discloser.

1.4

“ Documentation ” means SELECTICA’s current user manuals, operating instructions and installation guides generally provided with the Software to end users. The term Documentation also includes: SELECTICA’s responses to Customer’s RFP (including but not limited to, sales brochures marketing materials, any and all responses to CUSTOMER inquiries and requests for clarification, and Software features currently implemented through commercially available third party software (currently only PDF to WORD and WORD to PDF conversion) and provided by SELECTICA) and training materials.

1.5

“ Software ” means the executable object code for the Selectica and, if applicable, third party software described on the Cover Page attached hereto.

2

SOFTWARE DELIVERY, ACCEPTANCE AND LICENSE

2.1

Deliverables. Upon execution of this Agreement, SELECTICA shall make available and deliver to CUSTOMER one reproducible master copy of the Software licensed hereunder to CUSTOMER, in object code form, and one copy of the Documentation, and such other copies as the CUSTOMER may reasonably request. Such availability and delivery, on both a designated server or other internet site shall be considered fulfillment of SELECTICA’s delivery obligations hereunder.

2.2

Acceptance of Software. CUSTOMER’s obligation with respect to Software acceptance is set forth in the terms of the Master Services Agreement and Statement of Work #001 to be executed between CUSTOMER and SELECTICA (hereinafter “Acceptance”). Specifically, Acceptance will be deemed to have occurred when CUSTOMER, in its sole discretion, accepts the Proof of Concept (“POC”) phase as provided in the Statement of Work #001, unless extended by express mutual written agreement.

2.3

Grant. Subject to the terms of this Agreement and payment of all fees, SELECTICA hereby grants CUSTOMER, its Affiliated Companies and Authorized End Users a nonexclusive, world-wide, nontransferable, license (the form of which is described on the Cover Page and further subject to Section 2.4 below) to:

2.1.1

Install and use the Software for its internal use subject to the rights and restrictions set forth on the Cover Page.

2.1.2

Reproduce the Documentation and/or incorporate all or any portion of the Documentation in training materials prepared by CUSTOMER, in each case solely for the use of CUSTOMER, its Affiliated Companies and Authorized End Users and provided that the copyright notices and other proprietary rights legends of SELECTICA are included on each copy of the Documentation and such materials.

2.1.3

Reproduce and make a reasonable number of copies of the Software for disaster recovery, archival and backup purposes.

2.1.4

CUSTOMER may, at no additional cost, transfer the Software to new hardware, site or location owned or leased by CUSTOMER.

2.1.5

CUSTOMER may configure, modify, change, enhance and/or reproduce the Software or Documentation. However, SELECTICA shall retain all rights, title and interest in and to all intellectual property relating to the Software and any modifications, enhancements and derivatives thereto, exclusive of CUSTOMER Confidential Information.

2.4

Restrictions. CUSTOMER, its Affiliated Companies and Authorized End Users shall not:

(a)

reverse engineer, disassemble or decompose the Software, except to the extent that such acts may not be prohibited under applicable law;

(b)

remove, obscure, or alter any notice of patent, copyright, trade secret, trademark, or other proprietary rights notices present on any Software Documentation;

(c)

sublicense, sell, lend, rent, lease, or otherwise transfer all or any portion of the Software or the Documentation to any third party except as may be permitted in Section 9.4 hereof;

(d)

use the Software or the Documentation to provide services to third parties, or otherwise use the same on a “service business” basis provided however, CUSTOMER, Affiliated Companies and Authorized End Users shall have the right to allow 3 ^rd party customers and other authorized parties to access the Software as part of its normal course of business; and

(e)

use the Software, or allow the transfer, transmission, export, or re-export of the Software or any portion thereof in violation of any United States export laws including without limitation the United States Bureau of Industry and Security’s Export Administration Regulations and the regulations of any other United States government agency.

2.5

Proprietary Rights. The Software and Documentation contains valuable patent, copyright, trade secret, trademark and other proprietary rights of SELECTICA. Except for the license granted under Section 2.3, SELECTICA reserves all rights to the Software and Documentation. No title to or ownership of any Software or Documentation or proprietary rights related to the Software or Documentation is transferred to CUSTOMER under this Agreement.

2.6

Protection Against Unauthorized Use. CUSTOMER shall promptly notify SELECTICA of any unauthorized use of the Software or Documentation which comes to CUSTOMER’s attention, without a duty to investigate. In the event of any unauthorized use by any of CUSTOMER or its Affiliated Companies and Authorized End Users, employees, agents or representatives, CUSTOMER shall use reasonable efforts to terminate such unauthorized use and to retrieve any copy of the Software or Documentation in the possession or control of the person or entity engaging in such unauthorized use. SELECTICA may, at its option and expense, participate in any such proceeding and, in such an event, CUSTOMER shall provide such authority, information and assistance related to such proceeding as SELECTICA may reasonably request

2.7

Records. CUSTOMER shall use commercially reasonable efforts to cause each copy it makes of all or any portion of the Software or the Documentation to have the notice of copyright or other proprietary rights legends appearing in or on the Software or the Documentation delivered to CUSTOMER by SELECTICA. CUSTOMER shall keep accurate records of the reproduction and location of each copy; and upon the reasonable request of SELECTICA, but no more than annually, shall provide SELECTICA with copies of such records for the purpose of auditing and verifying CUSTOMER’s compliance with this Agreement.

3

COMPENSATION

3.1

License and Other Fees. CUSTOMER will pay SELECTICA the Software License Fee and other fees specified on the Cover Page in accordance with the provisions of this Agreement.

3.2

Payment. Subject to the provisions of this Agreement, fees, charges and other sums payable to SELECTICA under this Agreement will be due and payable net sixty (60) days after receipt of invoice. SELECTICA shall issue an invoice only upon Acceptance of the Software by CUSTOMER and CUSTOMER shall only be obligated to pay on Acceptance. All monetary amounts are specified and shall be paid in the lawful currency of the United States of America. CUSTOMER shall pay all amounts due under this Agreement to SELECTICA at the address set forth

herein. All fees, c