Workshare Protect 4.5

WORKSHARE END-USER LICENSE AGREEMENT

WORKSHARE SOFTWARE PRODUCT

IMPORTANT - READ CAREFULLY BEFORE INSTALLING:

THIS END-USER LICENSE AGREEMENT is a legal contract between WORKSHARE and the individual or entity which installs or otherwise uses the attached WORKSHARE software product.

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS

AGREEMENT, WHICH WILL INSTALL THE ATTACHED SOFTWARE, OR BY

WORKSHARE END-USER LICENSE AGREEMENT

WORKSHARE SOFTWARE PRODUCT

IMPORTANT - READ CAREFULLY BEFORE INSTALLING:

THIS END-USER LICENSE AGREEMENT is a legal contract between WORKSHARE and the individual or entity which installs or otherwise uses the attached WORKSHARE software product.

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS

AGREEMENT, WHICH WILL INSTALL THE ATTACHED SOFTWARE, OR BY

OTHERWISE INSTALLING OR USING THE SOFTWARE, THE INDIVIDUAL OR

ENTITY WHICH INSTALLS OR USES THE SOFTWARE ("LICENSEE") AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE.

This Agreement applies (A) to the evaluation of the attached software product by

Licensee during the evaluation period, which is without charge, AND (B) to the use of the attached software product after Licensee has paid the license fee and subscription fee to WORKSHARE and has acquired a license to use the Software as provided in this Agreement after the evaluation period (unless WORKSHARE and Licensee have entered into a separate written license agreement applicable to such license to use after the evaluation period).

In this Agreement, "Software" means (a) the object code version of the computer

program known as "Workshare", (b) the user manuals and documentation accompanying or published for such program that may be provided by WORKSHARE in its sole discretion, (c) any updates of such program and manuals and documentation, and (d) any copies of the foregoing.

1. EVALUATION LICENSE DURING THE EVALUATION PERIOD

(a) Evaluation License during the Evaluation Period. Upon Licensee's

agreement to be bound by the terms of this Agreement as provided above,

WORKSHARE grants to Licensee a non-exclusive, non-transferable license to use the Software solely for purposes of evaluating and testing the Software as provided in this Agreement. Such license will be effective for seven (7) calendar days after installation of the Software. The seven-day evaluation period and any extensions thereof that are granted by WORKSHARE in its sole discretion are referred to as the "Evaluation Period" in this Agreement.

(b) Terms and Conditions during the Evaluation Period. During the

Evaluation Period, all of the terms and conditions of this Agreement shall be applicable to Licensee's use of the Software, except for provisions herein that expressly indicate that they apply after the Evaluation Period only.

(c) No Rights after the Evaluation Period unless License is Purchased by

Licensee. After the Evaluation Period, (i) this Agreement will terminate, (ii)

WORKSHARE shall have no obligation to enable Licensee to use the Software, and (iii) Licensee may not use the Software for any purpose, unless Licensee acquires a license to use the Software under Paragraph 2 below and is granted such license by WORKSHARE under Paragraph 2 below.

2. ACQUIRING LICENSE TO USE AFTER THE EVALUATION PERIOD

AND GRANT OF LICENSE

(a) Acquiring Licenses for Internal Use after the Evaluation Period, License

Fee and Subscription Fee. If Licensee wishes to continue using the Software after the Evaluation Period, then WORKSHARE requires that Licensee pay a license fee (the "License Fee"), together with a subscription fee (the "Subscription Fee") for technical support for the first year, as such License Fee and Subscription Fee are quoted by WORKSHARE in writing to Licensee after receipt by WORKSHARE of (1) a telephone call or email from Licensee requesting such quotation and (2) written certification from

Licensee of (i) Licensee's name, (ii) state or province of incorporation or formation, (iii) telephone and fax numbers and address for communications, (iv) name and email address of contact person, (v) address of Licensee's principal place of business and if requested, the addresses of all offices of Licensee, (vi) the total number of users of Licensee's document management system (DMS) or general software system at all offices of Licensee, if based on an enterprise wide schedule, or the total number of user licenses to be purchased.

(b) License for Internal Use after the Evaluation Period. Upon receipt by

WORKSHARE from Licensee of payment of the License Fee and the Subscription Fee for the first year, WORKSHARE will provide Licensee with an alpha-numeric key (the "Subscription Key") to enable Licensee to use the Software for up to the maximum number of users or user licenses for which the License Fee and Subscription Fee have been paid to WORKSHARE. Effective upon the sending by WORKSHARE to Licensee of the Subscription Key (the "Effective Date"), WORKSHARE grants to Licensee a nonexclusive, non-transferable, perpetual license to use the Software for internal use only,

subject to the terms and conditions set forth in this Agreement (except for Paragraph 1 and those provisions herein that expressly indicate that they apply only to the evaluation license in Paragraph 1 or the Evaluation Period).

(c) Size of the Enterprise and Definition of Site. Licensee agrees that the

License Fee and the Subscription Fee, if based on an enterprise wide schedule, payable by Licensee under this Agreement are based on the total number of users of Licensee's document management system (DMS) or general software systems at the Site (as defined below), and Licensee represents to WORKSHARE that the total number of such users provided by Licensee to WORKSHARE by telephone or email pursuant to Section 2(a)

above was accurate as of the date such information was provided to WORKSHARE. "Site" shall mean all offices of Licensee.

(d) Maximum Number of Concurrent Users. If based on an enterprise wide

schedule, the license granted in Paragraph 2(b) is subject to the condition that no more than the number of users for which the License Fee and first-year Subscription Fee have been paid to WORKSHARE ("Maximum Number") may use the Software concurrently at any time, and Licensee shall not permit any users in excess of the Maximum Number of users to use the Software concurrently at any one time. The Subscription Key provided by WORKSHARE may enable no more than the Maximum Number of users to use the Software concurrently at any one time. Notwithstanding the foregoing, if the number of users of Licensee's document management system (DMS) or general software

system exceeds the Maximum Number by 15% or less, then upon receipt of a written notice of such increase in users from Licensee, WORKSHARE agrees to increase the Maximum Number of users by 15%, without any additional fees, and to send a supplement to the Subscription Key enabling additional users up to 15% of the Maximum Number to use the Software concurrently at any one time. If the number of users of Licensee's document management system (DMS) or general software system exceeds the Maximum Number by more than 15%, then WORKSHARE will not increase the Maximum Number and will not send any supplement to the Subscription Key to enable additional users, unless and until Licensee pays an additional license fee, which will be calculated on the number of users in excess of the Maximum Number (i.e., in excess of the number of users for which the License Fee and first-year Subscription Fee have been

paid to WORKSHARE), and additional subscription fees, and also fulfills the other terms and conditions of such increase in users as required by WORKSHARE. If based on a user license schedule, then Licensee shall use no more than the number of user licenses of the Software purchased by Licensee.

(e) Separate Written License Agreement after the Evaluation Period.

NOTWITHSTANDING THE FOREGOING, if Licensee and WORKSHARE enter into a written license agreement that is separate from this electronic Agreement and that grants to Licensee a license to use the Software for internal use after the Evaluation Period, then such written license agreement will supersede and replace this electronic Agreement which shall terminate.

3. SUPPORT AFTER THE EVALUATION PERIOD

If Licensee has acquired a license to use the Software for internal use under

Paragraph 2 above, has paid the License Fee and the first-year Subscription Fee for one year and has received a Subscription Key from WORKSHARE, then for one (1) year commencing on the Effective Date and for subsequent one (1) year periods commencing on the anniversary dates of the Effective Date, to the extent Licensee pays the Subscription Fee for such subsequent one-year periods prior to the commencement of such one-year period (each such one-year period, hereinafter referred to as a "Subscription Period"), Licensee will be entitled to receive (a) technical support for the Software consisting of telephone, fax and e-mail information and advice, except that no support will be provided for portable or home computers not located at the Site or not owned or leased by Licensee, and (b) any updates of the Software generally made available by WORKSHARE to its subscribing licensees of the Software during the Subscription Period (collectively, "Software Support"). Such Software Support will be the obligation of Workshare Ltd. and will be provided by Workshare Ltd. or its designee(s). Requests for such technical support should be submitted to WORKSHARE,

which is one of the designees, or such other company as Workshare Ltd. may designate in writing to Licensee. The Subscription Fee for each such subsequent one-year period will be WORKSHARE's standard subscription fee that is in effect for such year for the Software, which fee WORKSHARE may establish from time to time in its sole discretion. The provision of support and updates is subject to the approval of Workshare Ltd., and Workshare Ltd. may terminate such technical support and the providing of updates at any time by giving at least one hundred twenty (120) days' notice to Licensee prior to such termination, provided that Workshare Ltd. will refund a pro rata portion of the Subscription Fee already paid by Licensee for the period following such termination.

4. USE RESTRICTIONS

(a) Permitted Users. At all times during the Evaluation Period and thereafter,

Licensee agrees to allow only its then current employees, consultants, independent contractors, authorized representatives and agents hired by and then working for Licensee, and if Licensee is a partnership, its then current partners (collectively, "Permitted Users"), to use the Software for the internal business of Licensee and not to allow any other persons to use the Software or to use the Software for a purpose other than for the internal use of Licensee.

(b) Permitted Computers. At all times during the Evaluation Period and

thereafter, if based on an enterprise wide schedule, Licensee agrees to install the Software and make the Software available for use only on (i) computers owned or leased by Licensee which are located at the Site or (ii) laptop or portable computers owned or leased by Licensee; provided that Licensee is authorized to make the Software available on a portable or home computer located at the home or other location outside the Site, for secondary use by a Permitted User who is a principal user of the Software on a primary computer owned or leased by Licensee located at the Site. If based on a user license schedule, then Licensee agrees to install the Software and make the Software available

for use only on computers owned or leased by Licensee.

(c) Other Restrictions. At all times during the Evaluation Period and

thereafter, Licensee agrees not to (i) copy, modify or create any derivative works of the Software or the Subscription Key, except that Licensee may make a reasonable number of back-up copies of the Software; (ii) decompile, disassemble, reverse engineer, or attempt to derive the source code for the Software; (iii) distribute, sell, rent, lease, sublicense or otherwise transfer rights to the Software or the Subscription Key; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on the Software.

(d) Compliance with Laws. At all times during the Evaluation Period and

thereafter, Licensee agrees to comply with all export laws and regulations of the United States, Canada or any other government and agrees not to export or re-export the Software or the Subscription Key in violation of any such laws or regulations. Licensee also agrees to comply with all applicable laws and regulations with respect to the import into any country or the use in any country of the Software or the Subscription Key.

5. NO WARRANTY DURING THE EVALUATION PERIOD

THE SOFTWARE IS DELIVERED TO LICENSEE "AS-IS". WORKSHARE

AND ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY

AS TO THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE OF ANY KIND OR THE RESULTS OBTAINED FROM USE OF THE SOFTWARE. WORKSHARE AND ITS AFFILIATES, SUPPLIERS AND RESELLERS DO NOT WARRANT THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS, AND DISCLAIM AND EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, ITS USE, PERFORMANCE, RESULTS OR APPLICATION, THE DISKETTE OR OTHER TANGIBLE MEDIA ON WHICH THE SOFTWARE IS DELIVERED, OR ANY INFORMATION PROVIDED REGARDING THE SOFTWARE.

6. LIMITED WARRANTY AFTER THE EVALUATION PERIOD

AFTER THE EVALUATION PERIOD, THE PROVISIONS OF PARAGRAPH

5 ABOVE CONTINUE TO BE EFFECTIVE AND NO WARRANTIES REGARDING THE SOFTWARE, EXPRESS OR IMPLIED OR STATUTORY, ARE MADE, except that if Licensee has acquired a license to use the Software for internal use under Paragraph 2 above, has paid the License Fee and the Subscription Fee for one year and has received a Subscription Key from WORKSHARE, then effective as of the Effective Date, WORKSHARE warrants that, for a period of sixty (60) days after such Subscription Key is sent to Licensee by WORKSHARE, the Software, if operated as directed, and used in the environment described, in the user manual accompanying the Software, will substantially achieve the functionality described in said user manual, including that the security functionality of the Software will operate in the email system

on which Licensee has installed the Software in accordance with the instructions

provided by WORKSHARE to enable a user to restrict the sending of documents to email addresses outside of the email system, provided that such functionality will not prevent the sending of documents to email addresses outside such email system via other email systems or other methods. NOTWITHSTANDING THE FOREGOING, WORKSHARE does not warrant any use of the Software by remote access or dial-in use or on portable or home computers not owned or leased by Licensee. Licensee agrees that except for the exclusive remedy set forth in Section 7 for breach of the limited warranty in this Section 6, it will not hold WORKSHARE liable for any failure of the security functionality of the Software to restrict or prevent the sending of documents outside the email system on which the Software is installed, and Licensee will not rely on the Software or its security functionality to restrict or prevent the sending

of documents outside any email system. WORKSHARE shall have no obligations under this limited warranty if Licensee alters, modifies or misuses the Software, violates the terms of this Agreement, or fails to notify WORKSHARE in writing within such sixty (60) day period of any claim under this limited warranty.

7. EXCLUSIVE REMEDIES FOR BREACH OF THE LIMITED

WARRANTY

LICENSEE'S EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED

WARRANTY SET FORTH IN PARAGRAPH 6 ABOVE SHALL BE, AT

WORKSHARE'S SOLE DISCRETION, UPON RECEIPT BY WORKSHARE OF

TIMELY NOTICE OF SUCH BREACH FROM LICENSEE WITHIN SIXTY (60)

DAYS AFTER THE SUBSCRIPTION KEY IS SENT TO LICENSEE BY

WORKSHARE:

(A) TO RECEIVE FROM WORKSHARE REPAIRED OR CORRECTED

SOFTWARE OR USER MANUAL OR OTHER DOCUMENTATION;

(B) TO RECEIVE FROM WORKSHARE INSTRUCTIONS AS TO HOW

LICENSEE MAY ACHIEVE SUBSTANTIALLY THE SAME FUNCTIONALITY

WITH THE SOFTWARE AS DESCRIBED IN THE USER MANUAL

ACCOMPANYING THE SOFTWARE; OR

(C) TO RECEIVE A REFUND OF THE LICENSE FEE AND THE FIRST

YEAR SOFTWARE SUPPORT SUBSCRIPTION FEE PAID BY LICENSEE.

LICENSEE SHALL HAVE NO OTHER RIGHTS OR REMEDIES AGAINST

WORKSHARE FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH

IN PARAGRAPH 6 ABOVE OR FOR ANY OTHER FAILURE OF OR DEFECT OR NONCONFORMITY IN THE SOFTWARE.

8. LIMITATION OF LIABILITY

WORKSHARE AND ITS AFFILIATES, SUPPLIERS AND RESELLERS WILL

NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES ARISING OUT OF THE POSSESSION OF, USE OF, FAILURE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY AND NOTWITHSTANDING THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE MAXIMUM LIABILITY OF WORKSHARE AND ITS AFFILIATES, SUPPLIERS AND RESELLERS TO LICENSEE SHALL IN ANY EVENT NOT EXCEED THE SUM OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF THE WARRANTY ABOVE OR BREACH OF THIS AGREEMENT, OR BASED ON CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORIES). SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND PARAGRAPHS 5, 6 AND 8 WILL NOT APPLY ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY NOTWITHSTANDING THE LIMITATIONS OR EXCLUSIONS THEREIN.

9. RECORDS; AUDIT

If Licensee has acquired a license to use the Software for internal use after the

Evaluation Period under Paragraph 2 above, then Licensee agrees to maintain accurate records as necessary to verify Licensee's compliance with this Agreement, the number of users of Licensee's document management system (DMS) or general software system, and the use restrictions on the Software contained herein. Upon provision by WORKSHARE of at least ten (10) business days' prior written notice, Licensee shall provide WORKSHARE or its designated representative access to such records solely in order to verify such compliance. Licensee agrees that upon the request of WORKSHARE or its designated representative, Licensee will within thirty (30) days after receipt of such request fully document and certify that Licensee's use of the Software complies with the terms and conditions of this Agreement.

10. OWNERSHIP

Except for the license rights granted to Licensee hereunder, WORKSHARE and

its suppliers retain all right, title and interest in the Software and the Subscription Key, including any rights under the patent, trademark, copyright, trade secrets and other intellectual property laws, and this Agreement does not grant to Licensee any intellectual property rights in the Software. The structure, organization and code underlying the Software are the valuable trade secrets of WORKSHARE and its suppliers. Licensee agrees that Licensee will not take any action to jeopardize, limit or interfere in any manner with such ownership by WORKSHARE and its suppliers and shall not disclose to any third party trade secrets of WORKSHARE and will take all reasonable precautions necessary to protect the confidentiality of such trade secrets.

11. TERMINATION UPON EXPIRATION OF THE EVALUATION PERIOD

OR THEREAFTER

This Agreement is effective from the date on which the attached Software is

installed or used by Licensee until terminated. This Agreement will terminate

automatically without notice from WORKSHARE (a) upon the expiration of the

Evaluation Period, unless Licensee acquires a license to use the Software under

Paragraph 2 above, is granted such license by WORKSHARE under Paragraph 2 above and receives the Subscription Key from WORKSHARE, or (b) if Licensee fails to comply with any provision of this Agreement. Upon Licensee's receipt of a refund of the License Fee and the Subscription Fee pursuant to Paragraph 7 above, this Agreement will terminate. Licensee may voluntarily terminate this Agreement at any time. Upon termination of this Agreement at any time and for any reason, Licensee will (a) discontinue any and all use of the Software, (b) purge the Software from all computer systems, storage media and other files and return to WORKSHARE the Software, including the user manuals and other documentation, and the Subscription Key and all copies thereof, or at the request of WORKSHARE, destroy the Software, the user manuals and other documentation and the Subscription Key and all copies thereof and (c) deliver to WORKSHARE certification that Licensee has complied with these termination

obligations. If this Agreement is terminated at any time and for any reason, Licensee will not be entitled to any refund of the License Fee or the Subscription Fee (except as provided in Paragraph 7). Paragraphs 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15 hereof shall survive the termination of this Agreement.

12. NO MODIFICATIONS

No reseller, distributor or dealer of the Software is authorized to make any

modifications, extensions, or additions to this Agreement. Any modification, amendment or waiver of any provision of this Agreement will not be effective unless signed by an authorized officer of WORKSHARE and an authorized representative of Licensee.

13. U.S. GOVERNMENT END-USERS

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101,

consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States Government end-users acquire the Software only as a "commercial item" and only with those rights that are granted to all other end-

users pursuant to the terms and conditions of this Agreement.

14. INDEMNIFICATION

Subject to the limitations in Paragraph 8 of this Agreement, including the

maximum liability of WORKSHARE to Licensee in Paragraph 8, WORKSHARE hereby agrees to defend, indemnify, and hold Licensee harmless from and against all costs, expenses, liabilities, and judgments (including reasonable attorneys' fees and costs), reasonably incurred as a result of claims and lawsuits instituted by third parties against Licensee alleging that the Software infringes the intellectual property rights of such third party. The obligations of WORKSHARE under the foregoing agreement shall be conditional upon the following: (1) Licensee shall have given written notice to WORKSHARE of any claim or lawsuit for which indemnity is sought, promptly upon becoming aware of such claim or lawsuit and in any event within ten (10) days after receiving written notice of such claim or lawsuit; (2) Licensee shall fully cooperate in the defense or settlement of any such claim or lawsuit, and if requested by WORKSHARE, shall tender the defense to WORKSHARE and permit WORKSHARE to control the defense or settlement thereof, including the selection of counsel; and (3) Licensee shall obtain the prior written agreement of WORKSHARE to any settlement or proposal of settlement of such claim or lawsuit.

15. GOVERNING LAW AND GENERAL PROVISIONS

(a) Governing Law and Other General Provisions. This Agreement shall be

governed by the laws of the State of California, excluding its conflict of law provisions, and not by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held invalid or unenforceable, such provision shall be modified to the extent necessary to render it valid or enforceable or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement shall remain in full force and effect. Licensee may not assign its rights or delegate its obligations under this Agreement without the prior written consent of

WORKSHARE, which consent may be withheld in the sole discretion of WORKSHARE. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns. (b) No Other Agreements. This Agreement is the entire agreement of the parties with respect to the Software, and there are no other agreements, written, oral, electronic or otherwise, with respect to the Software. (c) WORKSHARE. If Licensee is an entity with its principal executive offices in, or an individual who is a resident of, the United States, Canada, Mexico or any country in Central or South America, when the Software is first installed or used by Licensee, then "WORKSHARE" shall mean Workshare Technology, Inc., a California corporation. If Licensee is an entity with its principal executive offices in, or an individual who is resident, in the United Kingdom, Europe, Asia, Africa or Australia, when the Software is first installed or used by Licensee, then "WORKSHARE" and "Workshare Ltd." shall mean Workshare Ltd., a U.K. company. Notwithstanding the foregoing, WORKSHARE may assign its rights or delegate its obligations under this Agreement to any affiliate of WORKSHARE or any third party.

© Workshare Technology, Inc. 2007. All Rights Reserved. Workshare is a registered trademark of Workshare Ltd. in the United States and other countries.