PKWARE, INC. MASTER LICENSE AGREEMENT
(Standard Version - Self Executing Edition: Server, Midrange, and Mainframe)
Covers one or more of the following products per the applicable Order: 
PKZIP(r), SecureZIP(r), SecureZIP for DLP, and vZIP(tm)

This License Agreement ("Agreement") is made by and between Licensor and 
Licensee, as defined below.

BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE, AS 
DEFINED BELOW, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY 
ALL OF THE TERMS OF THIS AGREEMENT, INCLUSIVE OF ALL SCHEDULES AND 
EXHIBITS HERETO.  IF LICENSEE DOES NOT AGREE TO ANY PART OF THIS AGREEMENT 
AND DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, LICENSEE MAY NOT ACCESS, 
USE OR INSTALL ALL OR ANY PART OF THE SOFTWARE.

This Agreement consists of Part 1 - Software License and General Terms, 
and Part 2 - Maintenance and Support Terms.  This Agreement is the complete 
agreement regarding the subject matter hereof, and replaces any prior oral 
or written communications or agreements between Licensee and Licensor.


PART 1 - SOFTWARE LICENSE AND GENERAL TERMS
1.	DEFINITIONS
"Authorized Machine" means each computer (a) which is owned or operated 
by or on behalf of Licensee and operated at an Authorized Site, and (b) 
which is identified in the Order to the extent applicable to the Software.

"Authorized Site" means the physical location identified in the Order to 
the extent applicable to the Software at which Licensee may install and 
use the Software on an Authorized Machine.

"Documentation" means all written and electronic information generally 
made available by Licensor to its customers relating to the operation 
and functionality of the Software, including user manuals, installation 
guides, and any "read me" or "help" files.

"Effective Date" means the date upon which this Agreement becomes 
effective as identified in the portion of the Order applicable to the 
Software.

"Licensee" means the entity licensing the Software as identified in 
the Order.  The term Licensee shall include any subsidiary, affiliate 
or other entity which (i) Licensee consolidates into its audited 
financial statements; and (ii) is at least fifty percent (50%) owned 
by Licensee (an "Affiliate"), provided that: (a) Licensee shall not 
include any Affiliate which competes with Licensor, and (b) Licensee 
shall remain responsible for compliance with this Agreement by each 
such Affiliate.

"Licensor" means PKWARE, Inc.

"Order" means: either (a) a valid purchase order accepted by Licensor; 
(b) Licensor's valid quote accepted in writing by Licensee; (c) an 
attachment to this Agreement issued by Licensor listing the 
Authorized Machine(s); or (d) a receipt for purchases from Licensor 
authorized online stores.  The terms of this Agreement and the Order 
shall govern except to the extent expressly set forth to the contrary 
in any subsequent written agreement executed by both Licensor and 
Licensee. Any language or terms contained on a Purchase Order or 
other document from Licensee contrary or in addition to the terms 
of the Order or this Agreement shall be void and of no effect.  

"Self-Extracting File(s)" means an executable file created using 
the Software which includes object code to uncompress and/or decrypt 
upon being opened.  A Self-Extracting File may include ".exe" as 
the extension to its file name. 

"Software" means the object code version of the software program(s) 
identified on the Order, and associated Documentation.  

2.	LICENSE
2.1	License Grant.  In consideration of the applicable license fee,
Licensor grants to Licensee a perpetual, non-transferable (except as 
permitted herein), non-exclusive, license to install and use the 
Software specified in the applicable Order only for its own internal 
business purposes unless otherwise mutually agreed by the parties in 
writing.  The aforementioned license extends solely to the installation 
and use of the Software on the Authorized Machine(s) at the Authorized 
Site(s).

For HP-UX, IBM-AIX, Linux for x86, and Sun Solaris versions of the 
Software known as PKZIP or SecureZIP (excluding SecureZIP eBusiness 
Edition):  A license is required for every CPU on the machine on 
which the Software is installed.  Each pair of cores on a machine's 
processor(s) counts as one (1) CPU.  For purposes of this Agreement, 
Licensee's total number of CPUs equal the machine's aggregate number 
of cores (across all processors) divided by 2.  For example, a 
machine with 2 quad core processors has 8 cores in aggregate; 
8/2 = 4, the total number of CPUs. Additionally, in the event a 
machine has a virtual operating environment, a license is required 
for each virtual operating environment in which the Software is 
installed (i.e. each virtual instance).

For HP-UX, IBM-AIX, Linux for x86, and Sun Solaris versions of the 
Software known as SecureZIP eBusiness Edition and Windows Server 
versions of the Software known as PKZIP or SecureZIP:  A license is 
required for each physical and each virtual operating environment 
in which the Software is installed (i.e. each instance).

For Linux versions of the Software known as PKZIP or SecureZIP 
installed on System z:  A license is required for each Processing 
Unit on which the Software is installed.  "Processing Unit" means 
an individual mainframe processor such as a central processor or 
any specialty engine (e.g. IFL - Integrated Facility for Linux).  
When Processing Units are shared across LPARs, for Software 
licensing purposes, such processors are considered a whole processor 
(versus a percentage or fraction thereof).

For the Software known as vZIP:  A license is required for every 
Processor (or socket) on the machine on which vZIP is installed 
regardless of the number of cores.  "Processor" means a single, 
physical chip that houses a central processing unit that can 
execute computer programs.

For the Software known as SecureZIP for DLP (Data Loss Prevention):  
A license is required for each Protected System with which the 
Software is used.  "Protected System" means an operating system 
that stores or has access to files which are scanned by a third-
party DLP product and allow for remediation by the Software.
 

2.2	Non-production Usage.  Licensee is permitted, at no additional 
cost, to make a reasonable number of copies of the Software only for 
non-production archival or cold-backup purposes.  Such copies may 
only be installed to minimize interruption and/or replace the 
production installation of the Software in the event such 
installation is damaged or destroyed due to disaster.  Licensee will 
ensure that each copy, if contained on physical media, includes 
Licensor's copyright and other proprietary notices as they appear on 
the Software provided by Licensor.  Licensee will pay all applicable 
license and maintenance fees to Licensor if it installs, as a course 
of its business, any non-production, disaster-recovery (aka "hot 
back-up" or "failover") and/or test/development copies of the Software.

2.3	Restrictions on Use.  Licensee acknowledges and agrees that the 
Software is copyrighted material proprietary to Licensor, and that 
Licensee may not, except as expressly provided in this Agreement or 
by law: (i) copy, modify, alter, translate, decompile, disassemble, 
reverse engineer, or create derivative works of the Software; (ii) 
remove, alter or cause not to be displayed any copyright notice or 
start-up message contained in the Software program(s); (iii) use the 
Software or any part thereof directly or indirectly to create a product 
competitive with any of Licensor's products; (iv) display and/or allow 
access to the Software by any third party, except for Licensee's 
consultants, provided that such consultant-access is exclusively on 
behalf of Licensee's internal business and the consultant is bound in 
writing to comply with Licensee's restrictions and obligations herein; 
or (v) sell, loan, rent, lease, sublease, give, sublicense, use as 
part of a service bureau or data center operation, or otherwise 
transfer the Software or any copy or modification thereof, in whole 
or in part, to any person except as provided herein.  Additionally, 
Licensee shall be fully responsible for the acts and omissions of 
any of its consultants with respect to the Software as if each were 
an employee of Licensee.  Notwithstanding the foregoing, in the 
event Licensee operates either (a) a service bureau and in 
consideration of any additional fees that may apply, Licensee may 
use the Software in connection with its operation of such service 
bureau business, including where the Software facilitates the 
operation of services offered to Licensee's service bureau customers, 
provided that Licensee may not offer the functions of the Software 
itself to such customers; or (b) a data center outsourcing business, 
Licensee must identify separately (by completing an appropriate 
exhibit provided by Licensor for this purpose) each outsourcing 
customer (an "Authorized Client") on whose behalf Licensee desires 
the right to install and use the Software.  Upon execution of such 
exhibit by the parties and Licensee's payment of the applicable 
outsourcer license fees, both the Authorized Client(s), as identified 
in the duly executed exhibit, and Licensee may use the Software as 
properly offered through Licensee's data center outsourcing business 
for Authorized Client's internal business purposes only.

2.4	Restrictions on Distribution of Self-Extracting Files.  Unless 
otherwise provided in an Order, Licensee may only use the Software to 
create Self-Extracting Files for Licensee's internal use and 
specifically may not sell, transfer, assign, license, or otherwise 
distribute to any third party any Self-Extracting File created through 
use of the Software where Licensee derives any compensation, in 
whatever form, or any commercial gain whatsoever.  For the sake of 
clarity, nothing herein prevents Licensee from sending non-Self-
Extracting Files (e.g. zipped files) to external recipients in the 
normal course of Licensee's business.

2.5	Acknowledgment and Reservation of Rights.  Licensee 
acknowledges and agrees that Licensor and its licensors own all 
intellectual property and other proprietary rights in and to the 
Software and that all rights not expressly granted herein are 
reserved to Licensor.

2.6	Compliance.  Upon written request by Licensor, Licensee shall 
submit to Licensor a statement of compliance confirming Licensee's 
compliance with its obligations under this Agreement.

2.7	Audit Right.  Licensee shall maintain true, complete, and 
correct copies of books and records reflecting the location and use 
of each copy of the Software in Licensee's possession or control.  
On at least thirty (30) days prior written notice to Licensee, but 
no more frequently than once in any twelve (12) month period, 
for any reason, Licensor at its expense and through its agents 
shall be entitled to audit such records and systems of Licensee as 
Licensor may reasonably request in order to determine Licensee's 
use of the Software pursuant to this Agreement.

3.	FEES
3.1	Licensee shall pay license (and, to the extent applicable, 
maintenance) fees to Licensor in the amount and according to the 
terms set forth in the Order.  Thereafter, maintenance fees shall 
be due annually on the anniversary of the start date of the 
Maintenance Term.  Payment of any fees hereunder shall be made in 
a form acceptable to Licensor in U.S. dollars or in such other 
currency as may be acceptable to Licensor.  All costs of payment 
(such as wire transfer fees) shall be the obligation of Licensee.  
Licensee is solely responsible for any and all taxes, duties, fees 
or other charges imposed on or associated with the transaction(s) 
contemplated in this Agreement. 

3.2	All license and maintenance fees payable under this 
Agreement shall be due and payable on a net 30 days basis from 
date of invoice.  The non-payment when due of any license fee set 
forth in the Order shall constitute a material breach of this 
Agreement.  Any non-payment when due of any maintenance fee set 
forth in the Order shall constitute a material breach of the 
Maintenance and Support portion of this Agreement.  Any sums not 
paid when due shall accrue interest at a rate of 1.5% per month 
or the maximum rate allowed by law, whichever is less, from the 
date first due.  Licensee also shall be responsible for any and 
all costs of collection, including actual attorneys' fees, for 
any sums not paid when due.

3.3	In the event Licensee opts to move the Software from one 
Authorized Machine to another machine with a greater capacity 
(a "Hardware Upgrade") it may do so, provided Licensee (a) is a 
current Software maintenance and support customer and (b) pays 
the applicable license and maintenance fees for such Hardware 
Upgrade.  Upon the payment of such fees, the machine shall be 
considered the currently licensed Authorized Machine for 
purposes of this Agreement.

3.4	Upon payment in full of all license fees for the 
Software, Licensor shall issue keys allowing Licensee to execute 
the Software on the Authorized Machine(s).  If Licensee chooses 
to receive maintenance and support for the Software and pays the 
required maintenance fee during the Maintenance Term, Licensor 
shall issue key(s) to Licensee upon request for supported 
versions of the Software allowing Licensee to execute the 
Software on a substitute machine(s) of an equal or lesser 
average capacity in lieu of the Authorized Machine(s) and/or 
Authorized Site. 


4.	TERM AND TERMINATION
4.1	Term.  The term of this Agreement shall commence as of 
the Effective Date and continue in perpetuity unless otherwise 
provided in the Order or until terminated earlier as provided 
hereunder.  If an Order provides for a particular term, the 
Agreement shall automatically renew after the end of the term 
provided in the Order for successive one (1) year renewal terms, 
provided that, prior to the commencement of a renewal term, 
Licensee pays Licensor such fees as Licensor and Licensee may 
agree.  If the parties cannot reach agreement on such fees, 
the term shall not renew.

4.2	Termination by Licensee.  Licensee may terminate this 
Agreement at any time, with or without cause, upon written notice 
to Licensor provided Licensee is in compliance with all of its 
obligations hereunder.  Except as expressly provided herein, 
Licensee shall not be entitled to any refund of any fees paid 
hereunder upon termination of this Agreement.

4.3	Termination by Licensor.  Licensor may terminate this 
Agreement upon written notice of termination for breach to 
Licensee if Licensee materially breaches any term of this 
Agreement and fails to cure such material breach to Licensor's 
reasonable satisfaction within thirty (30) days of receipt of 
notice of intent to terminate for breach from Licensor.  
Notwithstanding the generality of the foregoing, if, in 
Licensor's reasonable judgment, Licensee's breach materially 
infringes or impairs Licensor's intellectual property or other 
proprietary rights in the Software, Licensor may terminate 
this Agreement immediately.

4.4	Actions on Termination, Cancellation, or Expiration.  
Upon termination of this Agreement with or without cause pursuant 
to Sections 4.2 and 4.3 above, its cancellation pursuant to 
Section 5.1 below, or its expiration in the case of a limited 
term license, all licenses granted herein shall immediately 
terminate.  Upon either termination of this Agreement or 
expiration of a limited term license governed by this Agreement, 
Licensee shall immediately (a) discontinue any and all use of 
the Software, (b) uninstall and destroy any and all physical 
or electronic copies of the Software, and (c) deliver written 
certification, executed by an officer of Licensee, stating that 
Licensee has complied with this section, to Licensor within 
twenty (20) days of such termination, cancellation, or 
expiration.  Except as expressly set forth in Section 5 below, 
under no circumstances shall Licensee be entitled to any refund 
or return of fees upon termination, cancellation, or expiration 
of this Agreement. 
 
4.5	Surviving Rights.  All provisions of this Agreement 
which by their nature are intended to survive the expiration or 
termination of this Agreement shall survive and remain in full 
force and effect, including but not limited to the restrictions 
and obligations set forth in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 
3.1, 3.2, 4.2, 4.3, 4.4, 5.3, 5.5, 6 and 7 of Part 1 of this 
Agreement.  In the event of the termination of Licensee's 
maintenance and support of a perpetual license for the Software 
and provided Licensee is not in breach of the Agreement, the 
terms of this Agreement shall remain in full force and effect 
except for Part 2 of this Agreement and any related maintenance 
and support terms.


5.	LIMITED WARRANTY, DISCLAIMER OF WARRANTIES AND LIMITATION 
OF LIABILITY
5.1	Limited Money Back Software Warranty.  Licensee shall 
have thirty (30) days from the Effective Date of the initial term 
of this Agreement (the "Warranty Period") to test the Software 
to its satisfaction.  If Licensee is not fully satisfied with 
the Software, Licensee may, within the Warranty Period, return 
the Software to Licensor for a full refund of any license and 
maintenance fees actually received by Licensor from Licensee 
pursuant to this Agreement.  Upon such return, this Agreement 
shall immediately terminate in accordance with the terms of 
Section 4.4 of this Agreement.

Licensor agrees to pass through to Licensee all warranties 
provided to Licensor by third parties relating to any third 
party software embedded in the Software or otherwise licensed 
or provided to Licensee by Licensor hereunder.  Notwithstanding 
the foregoing, in the event Software contains any software code 
developed by third parties and licensed pursuant to either the 
GNU General Public License or the GNU Lesser General Public 
License such code is supplied without warranty of any kind.

5.2	Maintenance and Support Limited Warranty.  Licensor 
warrants that the maintenance and support services provided 
hereunder shall be performed in a professional and workmanlike 
manner in accordance with the generally accepted industry 
standards.

5.3	DISCLAIMER OF WARRANTIES. LICENSEE IS SOLELY RESPONSIBLE 
FOR INSTALLATION AND CONFIGURATION OF THE SOFTWARE.  THE 
WARRANTIES SET FORTH ABOVE ARE LICENSOR'S EXCLUSIVE WARRANTIES 
AND NO OTHER WARRANTIES OR REPRESENTATIONS ARE PROVIDED WITH 
RESPECT TO THE SOFTWARE, THE MAINTENANCE AND SUPPORT, OR 
OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT 
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A 
PARTICULAR PURPOSE.  LICENSOR DOES NOT WARRANT THAT THE SOFTWARE 
WILL BE FREE FROM PROGRAM ERRORS.  

5.4	Legal Rights.  The foregoing limited warranties give 
Licensee specific legal rights and Licensee may have other 
rights which vary from state to state and jurisdiction to 
jurisdiction.  Some states and jurisdictions may not allow 
limits on how long an implied warranty lasts.  In those cases, 
the above limits may not apply to Licensee.

5.5	LIMITATION OF LIABILITY.  LICENSOR SHALL NOT BE LIABLE 
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, OR 
FOR ANY ECONOMIC OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, 
WITHOUT LIMITATION, LOST PROFITS OR SAVINGS), EVEN IF LICENSOR 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME 
JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF 
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS 
OR EXCLUSIONS MAY NOT APPLY TO LICENSEE.

Licensor will not be liable for (a) loss of, or damage to, the 
records or data of Licensee or any other party, or (b) any 
damages claimed by Licensee based on any third party claim. 

UNDER NO CIRCUMSTANCES SHALL LICENSOR'S TOTAL LIABILITY TO 
LICENSEE OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE OR 
OTHERWISE RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER 
HEREOF FOR DIRECT DAMAGES EXCEED THE GREATER OF U.S. $100,000 
OR THE TOTAL FEES PAID BY LICENSEE UNDER THE AGREEMENT DURING 
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM.

The limitations, exclusions and disclaimers set forth in this 
Section 5 shall apply to the maximum extent permitted by 
applicable law, even if any remedy fails of its essential 
purpose.  Except to the degree such service is covered by 
maintenance, no obligation or liability shall arise from 
Licensor's rendering of technical or other advice or service 
in connection with this Agreement, including, without 
limitation, advice or service related to the installation 
or configuration of the Software.

6.	CONFIDENTIALITY
"Confidential Information" means the Software and/or any 
information relating to or disclosed in the course of the 
Agreement, which is or should be reasonably understood to 
be confidential or proprietary to Licensor.  Confidential 
Information shall not include information (a) already 
lawfully known to the Licensee, (b) disclosed in published 
materials without fault of Licensee, (c) generally known to 
the public without fault of the Licensee, (d) lawfully 
obtained from a third party not under any obligation to 
maintain the confidentiality of Licensor, (e) required by 
applicable law or regulations to be released, or (f) 
independently developed by Licensee, provided the person or 
persons developing the same have not had access to relevant 
proprietary information of Licensor.  Licensee agrees that 
the Confidential Information of Licensor shall be held in 
strict confidence and shall not be used by or disclosed to 
third parties without the prior written consent of Licensor.  
Notwithstanding anything to the contrary herein, the 
confidentiality obligations set forth in this Agreement shall 
survive the termination, cancellation, or expiration of 
this Agreement.

7.	MISCELLANEOUS PROVISIONS
7.1	Severability.  The provisions of this Agreement and 
the attached schedules are severable.  If any provision of 
this Agreement or any schedule attached hereto is held to be 
invalid, illegal, or unenforceable, such provision is to that 
extent deemed omitted and not part of this Agreement.  The 
validity, legality, or enforceability of the remaining 
provisions shall in no way be affected or impaired thereby 
and shall be valid and enforceable to the maximum extent 
permitted by law.

7.2	Assignment.  This Agreement shall be binding on and 
inure to the benefit of the parties hereto and their respective 
successors and assigns.  Notwithstanding the foregoing, 
Licensee shall not assign, sublicense, subcontract, or 
otherwise transfer this Agreement, the license granted 
hereunder, or any of its other rights or obligations under 
this Agreement or delegate any of its duties under this 
Agreement without the prior written consent of Licensor, 
which consent shall not be unreasonably withheld.

7.3	Governing Law and Forum Choice.  This Agreement shall 
be construed as having been made in, and shall be governed in 
accordance with, the laws of the State of Wisconsin if 
Licensee acquires the Software in the United States, without 
regard to that state's choice of law rules or conflict of 
law provisions.  Any legal action brought concerning this 
Agreement or any dispute arising from any act or omission 
arising from this Agreement shall be brought only in the 
courts of the state of Wisconsin in the County of Milwaukee 
or in the federal courts located in such state and county, 
and both parties agree to submit to the jurisdiction of 
these courts.

If Licensee acquires the Software outside of the United States, 
the laws of the country in which Licensee acquires the 
Software govern this Agreement, except (a) in Australia, the 
laws of the State or Territory in which the transaction is 
performed govern this Agreement; (b) in Albania, Armenia, 
Belarus, Bosnia/Herzegovina, Bulgaria, Croatia, Czech Republic, 
Georgia, Hungary, Kazakhstan, Kirghizia, Former Yugoslav 
Republic of Macedonia (FYROM), Moldova, Poland, Romania, 
Russia, Slovak Republic, Slovenia, Ukraine, and Federal 
Republic of Yugoslavia, the laws of Austria govern this 
Agreement; (c) in the United Kingdom, all disputes relating 
to this Agreement will be governed by English Law and will 
be submitted to the exclusive jurisdiction of the English 
courts; (d) in Canada, the laws in the Province of Ontario 
govern this Agreement; and (e) in Puerto Rico, and the 
People's Republic of China, the laws of the State of New 
York govern this Agreement.

7.4	Export Restrictions.  Licensee agrees to comply with 
all applicable export laws and regulations.

7.5	US Government Restricted Rights.  The Software is 
provided with RESTRICTED AND LIMITED RIGHTS.  Use, duplication, 
or disclosure by the US Government or any of its agencies is 
subject to restrictions as set forth in FAR 52.227-14, 
Alternate III(g)(3), FAR 52.227-19(c), or 
DFARS 252.227-7013(c)(1)(ii), as applicable.

7.6	Entire Agreement.  This Agreement, inclusive of the 
Schedules and Addenda, if any, attached hereto, constitutes 
the exclusive and entire agreement between the parties with 
respect to the subject matter hereof, and supersedes all prior 
agreements, negotiations, representations and proposals, 
written or oral, relating to the subject matter hereof between 
Licensor and Licensee.

7.7	Modification and Waiver.  No modification of this 
Agreement or any Schedule or Addendum and no waiver of any 
breach of this Agreement shall be effective unless in writing 
and signed by an authorized representative of the party against 
whom enforcement is sought.  No waiver of any breach of this 
Agreement and no course of dealing between the parties shall 
be construed as a waiver of any subsequent breach of this 
Agreement.  The failure of either party at any time or times 
to require performance of any provision hereof shall in no 
manner affect the right at a later time to enforce such 
provision.

7.8	Force Majeure.  Neither party shall be responsible for 
failure to fulfill any obligations due to causes beyond its 
control including, but not limited to, strikes, riots, wars, 
fire, acts of God, and acts in compliance with any applicable 
law, regulation, or order (whether valid or invalid) of any 
governmental body, except that such causes shall not extend 
the due date for, or excuse the timely payment of, any amounts 
payable by a party hereunder.

7.9	Notice.  Any notice, request, instruction or other 
document or communications to be given hereunder by either 
party to the other shall be in writing, and delivered via 
email, personally, overnight courier, express mail, or 
certified mail - return receipt requested, postage prepaid 
(such notice to be effective on the date receipt is signed 
by the receiving party).  Notices to Licensee shall be sent 
to either the address set forth in the applicable Order or 
to such other address as Licensee shall designate by written 
notice to Licensor.  Notices to Licensor shall be sent to 
either the following address or to such other address as 
Licensor shall designate by written notice to Licensee:  
PKWARE, INC., 
Attn: Legal Administrator, 
648 N. Plankinton Ave., Suite 220, 
Milwaukee, WI 53203, 
legal@pkware.com


PART 2 - MAINTENANCE AND SUPPORT
Maintenance and Support will be available to Licensee if 
Licensee is current on all maintenance payments with Licensor 
and Licensee is running a currently supported version(s) of 
the Software.  Licensor reserves the right to increase the 
annual maintenance fee applicable to the Software by an amount 
not to exceed five percent (5%) per year. 

8.	DEFINITIONS.  For purposes of Part 2 of this Agreement:
"Business Hours" means the hours from 8:00 a.m. through 
6:00 p.m., Monday through Friday (excluding Licensor's holidays) 
in either the United States Eastern Time Zone or the Central 
European Time Zone, whichever is closest in proximity to 
the Licensee.

"Error Condition" means any demonstrable, reproducible defect, 
program error, or other non-conformance of the Software with 
its Documentation caused solely by errors or defects in the 
code of the Software.

"Maintenance Term" means, initially, the Maintenance Term 
identified in the Order. Upon expiration of the initial 
Maintenance Term, the Maintenance Term shall automatically 
renew for additional one (1) year periods unless terminated 
earlier by either party, at its option, by written notice 
at least sixty (60) days prior to the end of the then-current 
Maintenance Term.  The Maintenance Term shall immediately 
terminate upon the termination, expiration, or cancellation 
of this Agreement for any reason.

"New Version" means a complete replacement of the executable 
code of the Software in machine-readable form, to provide 
significant new features or functions.  A New Version may 
incorporate one or more enhancements.  A New Version involves 
only such enhancements that change the version number 
immediately to the left of the decimal point.  Changes to 
the version number are made solely at the discretion of 
the Licensor.

"New Release" means a partial or complete replacement of the 
executable code of the Software in machine-readable form, 
which may provide new features or functions.  A New Release 
may incorporate some or no enhancements.  A New Release 
involves only such alterations that change the release 
number to the immediate right of the decimal point. Changes 
to the release number are made solely at the discretion 
of the Licensor.

"Modification" means a partial or complete replacement of 
the executable code of the Software in machine-readable form 
which provides product function or correction that is 
delivered outside the standard announced "New Version" 
and "New Release" delivery methods.

"Pre-Release Change" means any enhancement, the development 
or testing of which is not yet completed, such that it is 
not yet generally released to Licensor's customers.

"Nonqualified Product" means any product not listed as 
compatible with Software in Licensor's promotional materials.

9.	MAINTENANCE TERM
Licensor agrees to provide maintenance and support for the 
Latest Versions of the Software pursuant to the terms of 
this Part 2 during the Maintenance Term, provided the 
maintenance fee is fully paid and current and Licensee is 
also in full compliance and current with all of its other 
obligations under this Agreement.  "Latest Versions" means 
versions of Software used for the fulfillment of new 
license orders and/or the versions for which Licensor 
continues to provide technical support.  Latest Versions 
are specified in the Support section of Licensor's 
web site. 

10.	SUPPORT
10.1	Non Error Condition Support.  During the 
Maintenance Term, Licensor shall provide support for 
non-Error Condition-related questions regarding the Software 
by e-mail, telephone, telefax or online consultation 
during Business Hours.

10.2	Error Condition Support.  During the Maintenance 
Term, Licensor shall provide support for reporting and 
resolving Error Conditions through the standard support 
line during Business Hours.

10.3	Regardless of the nature of the Error Condition, 
Licensor may provide a resolution in the form of a 
Pre-Release Change, a Modification, or such other 
information, instructions or patches as are sufficient to 
eliminate or reduce the Error Condition.

10.4	Licensee agrees to promptly notify Licensor in 
writing following the discovery of any Error Condition.  
Further, upon discovery of an Error Condition, and at the 
request of Licensor, Licensee agrees to submit a listing 
of output and any other information that Licensor may 
require in order to reproduce the Error Condition and/or 
the operating conditions under which the Error Condition 
occurred or was discovered.

10.5	Licensee agrees to acquire, install and/or 
implement as directed, certain services, hardware, software, 
software versions, releases, and the like, as may be deemed 
necessary by Licensor from time to time for proper operation 
of the Software.  Such items may be at an additional cost 
for which Licensee is financially responsible.

10.6	Licensee is responsible for procuring, installing, 
and maintaining all equipment, telephone lines, 
communications interfaces, and other hardware necessary to 
operate the Software and to obtain support from Licensor.  
Licensor shall not be responsible for delays or inability 
to provide maintenance or support caused by events or 
circumstances beyond its reasonable control.

10.7	Exceptions.  The following matters are not covered 
by Licensor's maintenance and support obligations hereunder: 
(a) problems resulting from misuse, improper use, or damage 
of the Software, to the extent caused by Licensee, provided 
that Licensee's actions were not directed by Licensor or 
set forth in the Documentation; (b) problems resulting from 
any unauthorized modification made to the Software, but 
only to the extent of such modification; and (c) problems 
resulting from any Nonqualified Product or from failure 
of equipment.

If Licensor provides support services for a problem caused 
by a Nonqualified Product, or from failure of equipment, 
Licensor will charge on a time and materials basis for such 
extra service at its then current rates for customer support 
services.  If, in Licensor's opinion, performance of any 
support hereunder is made more difficult or impaired 
because of Nonqualified Products, Licensor shall so notify 
Licensee, and Licensee will immediately remove the 
Nonqualified Product at its own risk and expense during 
any efforts to render support hereunder.  Licensee shall 
be solely responsible for the compatibility and 
functioning of Nonqualified Products with the Software.

10.8	Licensee's Responsibilities.  In connection with 
Licensor's provision of support hereunder, Licensee 
acknowledges that Licensee has the responsibility to do 
each of the following with respect to the Software: (a) 
maintain the designated computer system and associated 
peripheral equipment in good working order in accordance 
with the manufacturers' specifications; (b) maintain 
the designated computer system at a supported revision 
level prescribed by the Documentation for proper 
operation of the Software; (c) perform any tests or 
procedures recommended by Licensor for the purpose of 
identifying and/or resolving any problems submitted by 
Licensee for servicing under the terms of this Agreement; 
(d) maintain a procedure external to the Software for 
reconstruction of lost or altered files, data, or 
programs to the extent deemed necessary by Licensee; 
(e) at all times follow routine operator procedures as 
specified in the Documentation; and (f) provide all 
information in American English in a form discernible 
by Licensor.

11.	MAINTENANCE
11.1	Data Format/Content Changes.  If the format 
and/or content of raw data which is processed by the 
Software changes as a result of vendor changes in the 
operating system and sub-systems which create the data, 
Licensor agrees to provide for the continued compatibility 
of the Software.  Licensor will make necessary corrections 
to the Latest Version(s), at Licensor's sole option.  
Licensor has no obligation to modify prior versions of 
the Software (i.e. non-Latest Versions) to run with the 
latest versions of operating systems, software, or hardware.

11.2	Modifications and New Releases.  Provided Licensee is 
current on all of its obligations pursuant to the Agreement 
and any Schedules attached thereto, during the Maintenance 
Term, Licensor shall provide to Licensee at no additional 
charge all Modifications and New Releases to the Software, 
the schedule, nature, and scope of which shall be in the 
Licensor's sole discretion.

11.3	New Versions.  Licensee may choose to license New 
Versions of the Software at the time of their availability 
under the terms and conditions of the Agreement and its 
attached Schedules, subject to the applicable pricing for 
such New Versions as set forth by Licensor in an appropriate 
supplement or Order executed by the parties.  Licensee is 
under no obligation to license any such New Versions.

MasterLic-OtherPlat-20130426                        Last updated: 2013-APR-26

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