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) and SecureZIP(r)

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, Sun Solaris, 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).

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 Department, 201 E. 
Pittsburgh  Ave., Suite 400, Milwaukee, WI 53204, 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.
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