QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.3    
    




  


8480
East Orchard Road, Suite 6600

Greenwood Village, Colorado 80111 USA 


SOFTWARE LICENSE AGREEMENT

for

HYPERWEB AS SUBSCRIPTION SERVICE  


Effective Date:     , 20        . 



        This
Software License Agreement is entered into between HyperSpace Communications, Inc. ("HyperSpace") and the customer identified below ("Licensee"), effective as of the date set
forth above (the "Effective Date"). 



	LICENSEE: (a duly	 	Legal Name:	 	 
	organized commercial	 	 	 	

	organization or business with	 	Address:	 	 
	an office at the following	 	 	 	

	address)	 	City/State/Zip:	 	 
	 	 	 	 	

	 	 	Phone Number:	 	 
	 	 	 	 	

	 	 	Facsimile:	 	 
	 	 	 	 	

	 	 	State of Organization:	 	 
	 	 	 	 	

	 	 	Official Notices Sent To:	 	 
	 	 	 	 	

	

COVERED PRODUCTS	
 	

        HyperWeb 6.x
	(check all applicable):	 	        Maintenance for HyperWeb
	SUPPORT LEVEL:	 	        Standard
	DELIVERY METHOD:	 	        Conversion of Evaluation Version
	 	 	        CD
	

DESIGNATED CONTACT:	
 	

 	
 	

 	
 	

 
	 
	 	 
	 	HyperSpace
 
	 	Licensee
 

	 	 	Name:	 	 	 	 
	 	 	 	 	
	 	

	 	 	Address:	 	 	 	 
	 	 	 	 	
	 	

	 	 	City/State/Zip:	 	 	 	 
	 	 	 	 	
	 	

	 	 	Phone Number:	 	 	 	 
	 	 	 	 	
	 	

	 	 	Facsimile:	 	 	 	 
	 	 	 	 	
	 	

	 	 	Email:	 	 	 	 
	 	 	 	 	
	 	






        The
entire Software License Agreement consists of this cover page and signature page and the following: 



	Part I:	 	Pricing Schedule
	Part II:	 	Software License Agreement
	Part III:	 	Software Maintenance Agreement
	Part IV:	 	Exhibits

Exhibit A: Standard Terms and Conditions

Exhibit B: Defined Terms

Exhibit C: Monthly Activity Report





HyperSpace Software License Agreement—Perpetual  


1







 

        IN WITNESS WHEREOF, the parties acknowledge that they have read, understood and have executed this Software License Agreement, including the foregoing cover
page and Parts I, II, III and IV hereof, and agree to be bound by its terms. 



	HYPERSPACE:	 	LICENSEE:
	

HyperSpace Communications, Inc.	
 	

[                                         
                  ]
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	Name:	 	 	Name:	 
	 	
	 	 	

	Title:	 	 	Title:	 
	 	
	 	 	

	

Official Notice should be sent to:	
 	

Official Notice should be sent to:
	

HyperSpace Communications, Inc.

8480 East Orchard Road, Suite 6600

Greenwood Village, Colorado 80111

Attn: Legal Department

Phone: (303) 566-6500

Fax:	
 	

 	

 
	

with a copy to:	
 	

with a copy to:
	

    	

 	
 	

 	

 
	

    	

 	
 	

 	

 




2







 
 
 

PART I    
    
    PRICING SCHEDULE    
    


	1.
	For
deployment of the HyperWeb HyperSpace Product, Licensee shall pay HyperSpace an amount determined as follows:



	a.
	Twelve
cents ($0.12 USD) per End User per month for use with Internet communication services that are rated to be equal to or less than 128,000 bits per second (a.k.a. 128 Kbps) in
native speed. Unless otherwise agreed in writing and measured accordingly, the number of End Users shall be one-hundred percent (100%) of Licensee's base of End Users who are using the
Internet communication service on which the HyperWeb HyperSpace Product is deployed. 







[or] 



	b.
	One
dollar ($1.00 USD) per End User per year for use with Internet communication services that are rated to be equal to or less than 128,000 bits per second (a.k.a. 128 Kbps) in native
speed. Unless otherwise agreed in writing and measured accordingly, the number of End Users shall be one-hundred percent (100%) of Licensee's base of End Users who are using the Internet
communication service on which the HyperWeb HyperSpace Product is deployed. 



3












  



 
 

PART II
  SOFTWARE LICENSE AGREEMENT    
    



        1.    LICENSE GRANT.    HyperSpace hereby grants to Licensee a limited, perpetual,
non-exclusive, non-transferable right and license to use the Licensed Software Product(s) on the terms and conditions set forth in this Agreement. Licensed Software Products
are provided to Licensee in the form of run-time/executable images only and do not include the Source Materials for such Licensed Software Products. Source Materials are not being licensed
or provided to Licensee under this Agreement and this Agreement does not grant to Licensee any right, title or interest therein or thereto. All terms and conditions of this Agreement are material
terms of the license granted by this Agreement. All rights not expressly granted under this Agreement are specifically reserved. For each Licensed Software Product: 



        1.1   Licensee
may install and use such Licensed Software Product on computer equipment used by Licensee in the ordinary course of its business solely for the purpose of
establishing, configuring, and operating such Licensed Software Product when installed and executed on such equipment for Licensee's own business; provided, however, that the number of Accounts
established on such computer equipment may not exceed the maximum number of permitted Accounts. 


        1.2   Licensee
may make (a) such number of copies necessary to establish Accounts, not to exceed the maximum number of permitted Accounts, and (b) one
(1) copy of such Licensed Software Product solely for backup or archival purposes in conjunction with Licensee's permitted use of such Licensed Software Product, and otherwise shall not make
any copies of all or any portion of such Licensed Software Product. 


        1.3   Licensee
shall not sell, sublicense, distribute, rent, lease, assign or otherwise transfer such Licensed Software Product to any other person or entity. 


        1.4   Licensee
shall not modify, alter, create derivative works of, translate, reverse engineer, decompile, disassemble, reengineer, extract ideas, algorithms or procedures
from the whole or any part of such Licensed Software Product or otherwise create or attempt to create or permit, allow, or assist others to create the Source Materials for such Licensed Software
Product or any portion thereof. 


        1.5   Licensee
shall not export or re-export such Licensed Software Product to any country to which the United States government forbids export or, at the time of
export, requires an export license or approval, without first obtaining such license or approval. 


        1.6   Licensee
shall not revise or distribute the Documentation. 




        2.    FEES; INVOICING.    In consideration for the license granted under this Agreement,
HyperSpace shall invoice Licensee, and Licensee shall pay to HyperSpace, for each such Licensed Software Product the license fee set forth on the Pricing Schedule included as Part I of this
Agreement. 



        2.1   Monthly Activity Reports & Invoicing. On the first (1st) day of the month immediately following the
month of the Effective Date of this Agreement, HyperSpace shall begin a monthly invoicing cycle through which HyperSpace shall invoice Licensee on the first (1st) day of each month and
payment shall be due thirty (30) days thereafter. HyperSpace shall issue this invoice on the first day of each month by electronic mail and/or fax and also on paper via standard postal service.
The first invoice shall be based on the Initial Subscriber Count as entered in Exhibit C and in order to ensure proper invoicing on an on-going basis, Licensee shall provide
HyperSpace a Monthly Activity Report in substantially the form set forth in Exhibit C, containing such information as may be required by HyperSpace to identify the quantity of End Users being
accelerated by the HyperSpace Products. The first such Monthly Activity Report from Licensee 



4







 

shall
be due to HyperSpace on the fifteenth (15th) day of the month immediately following the month of the Effective Date of this Agreement and each subsequent Monthly Activity Report
thereafter shall be due to HyperSpace on the fifteenth (15th) of each month thereafter. The End User count used for calculating each invoice shall reflect the latest Monthly Activity
Report received. Each Monthly Activity Report shall be provided in person, by mail or overnight courier, or by facsimile transmission with confirmation of receipt, addressed to HyperSpace's Designated
Contact. 




        3.    DELIVERY & LICENSE KEYS.    HyperSpace shall deliver to Licensee, via the
delivery method selected by Licensee and set forth on the cover page to this Agreement, one (1) copy of each of the Licensed Software Products. For delivery by means of conversion of an
Evaluation Version of a HyperSpace Product previously obtained by Licensee, delivery shall be made by providing Licensee with the access codes required to disable the Time Based Deactivation Functions
included therein. For all other delivery methods, HyperSpace shall deliver each Licensed Software Product on machine readable media at Licensee's sole expense, including all costs associated with
freight, shipping, and handling and Licensee shall bear all risk of loss, including any insurance costs. 



        3.1   Use of Time-Based Deactivation Functions. LICENSEE HEREBY ACKNOWLEDGES THAT IT IS AWARE THAT HYPERSPACE
PRODUCTS CONTAIN FUNCTIONALITY WHICH MAKES THE HYPERSPACE PRODUCTS INOPERABLE AFTER EXPIRATION OF CERTAIN PERIODS ("TIME-BASED DEACTIVATION FUNCTIONS") UNLESS SUCH FUNCTIONALITY IS
DISABLED USING ACCESS CODES KNOWN ONLY TO HYPERSPACE. THEREFORE, TIME IS OF THE ESSENCE WITH RESPECT TO LICENSEE'S OBLIGATIONS UNDER THIS SECTION 7, AND FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER IN
A TIMELY MANNER MAY RESULT IN THE INABILITY OF AN LICENSEE TO OPERATE ANY HYPERSPACE PRODUCT SOLD AND DISTRIBUTED TO SUCH LICENSEE BY LICENSEE. 


        3.2   License Keys. Within five (5) Business Days of entering this Agreement, HyperSpace shall provide Licensee with an
access code (a.k.a. "License Key") which will deactivate the Time-Based Deactivation Functions for a period of time equal to the Initial Term. For each Subsequent Term and provided
Licensee is no more than thirty (30) days delinquent with payment of any HyperSpace Invoice issued prior to the end of the then-current Term, HyperSpace shall provide a new License
Key with a duration equal to the impending Subsequent Term, which will allow the HyperSpace Products to continue operation for duration of same Subsequent Term. 



        3.3   Temporary License Keys. Should Licensee not meet the conditions for release by HyperSpace of additional License Keys for
additional Terms as set forth in Section 3 of this Agreement, HyperSpace shall have no obligation to provide Licensee with such License Key and Licensee hereby acknowledges that the HyperSpace
Product shall cease functioning and become inoperative on expiration of Licensee's then-current License Key. Notwithstanding the foregoing, HyperSpace shall discuss with Licensee any such
failure(s) by Licensee to meet the terms set forth in Section 3 and HyperSpace shall reserve the right, at HyperSpace's sole discretion, to release additional License Keys to Licensee each with
a duration of thirty (30) days which will allow the HyperSpace Products to continue operation for the duration of such temporary License Key ("Temporary License Key(s)"). HyperSpace shall have
the right, at HyperSpace's sole discretion, to continue issuance of additional Temporary License Keys until such failures by Licensee are remedied but nothing in this Agreement shall obligate or
require HyperSpace to issue any such Temporary License Keys if Licensee does not meet the terms set forth in this Section 3. HyperSpace shall not be liable for any damages to Licensee or to any
End User or other third party caused by HyperSpace's delay or failure to provide any such access code for any reason. 



5







 




        3.4   Delays. Delivery/performance dates are approximate in all instances and based upon prompt receipt by HyperSpace of all
necessary information and payments from Licensee. In the event of any delay beyond HyperSpace's reasonable control, date(s) of delivery/performance shall automatically be extended for a period equal
to the time lost by reason of the delay and HyperSpace shall not be liable for any damages by reason of such delay. 




        4.    PROPRIETARY RIGHTS.    HyperSpace owns and retains all right, title and interest in and
to all HyperSpace Proprietary Materials (and any permitted copies or partial copies thereof) and HyperSpace Marks and except for the limited rights granted Licensee under this Agreement, nothing
herein grants or conveys to Licensee any right, title or ownership interest therein, but only a limited right of use in accordance with this Agreement. Licensee acknowledges and agrees that, as
between HyperSpace and Licensee, HyperSpace Proprietary Materials are owned by, and shall remain the sole property of, HyperSpace, that HyperSpace Proprietary Materials contain, embody and are based
on patented or patentable inventions, trade secrets, copyrights and other intellectual property rights (collectively, "Intellectual Property Rights") owned or controlled by HyperSpace, and that
HyperSpace shall continue to be the sole owner of, and retain all right, title and interest in and to, HyperSpace Proprietary Materials (including, without limitation, all Intellectual Property Rights
contained in, embodied by or underlying HyperSpace Proprietary Materials) and any permitted copies or partial copies of HyperSpace Proprietary Materials made by Licensee. Licensee shall not use
HyperSpace Proprietary Materials except as expressly authorized in this Agreement or as approved by HyperSpace in writing. Licensee shall not allow any third party to make any unauthorized use,
copying, or disclosure of HyperSpace Proprietary Materials. Licensee shall reproduce and include all HyperSpace Marks or other copyright, trademark and other proprietary rights notices on or in any
permitted copies or partial copies of HyperSpace Proprietary Materials it makes and shall not remove, obliterate or alter any HyperSpace Mark or other trademark or trade name or any copyright, patent
or trademark notices which appear on HyperSpace Proprietary Materials nor affix thereto any other notice or mark. Other than as expressly set forth in this Agreement, Licensee shall not:
(i) make any copies of all or any portion of HyperSpace Proprietary Materials; (ii) sell, sublicense, distribute, rent, lease, assign or otherwise transfer HyperSpace Proprietary
Materials to any other person or entity; or (iii) modify, alter, create derivative works of, translate, reverse engineer, decompile, disassemble, reengineer, extract ideas, algorithms or
procedures from the whole or any part of HyperSpace Proprietary Materials or otherwise create or attempt to create or permit, allow, or assist others to create any Source Materials. Any permitted
copies, partial copies and derivative works of HyperSpace Proprietary Materials made by Licensee shall be and remain the exclusive property of HyperSpace and shall be stored at Licensee's site and/or
the sites of its designated service providers only. HyperSpace shall not assert against Licensee any Moral Rights held by HyperSpace in or to HyperSpace Proprietary Materials to the extent such
assertion would have the effect of in any way restricting or foreclosing the permitted use of HyperSpace Proprietary Materials as set forth under the terms and conditions of this Agreement. 


        5.    WARRANTIES.    HyperSpace represents as of the Effective Date, warrants and agrees that: 



        5.1   No
claims have been made in respect of HyperSpace Proprietary Materials and no demands of any third party have been made pertaining to them, no proceedings have been
instituted or are pending or threatened that challenge the rights of HyperSpace in respect thereof and HyperSpace is not aware of any facts upon which such a claim for infringement could be based. If,
as a result of a breach by HyperSpace of the foregoing, one or more components of HyperSpace Proprietary Materials are, or are likely, based on the opinion of counsel to Licensee, to be held to
constitute an infringement and their use enjoined (each, an "Infringing Component"), HyperSpace's sole and exclusive obligation and liability, and Licensee's sole and exclusive remedy, will be for
HyperSpace, at its own expense, to: (i) procure for Licensee the right to continue to use the Infringing Components in accordance with the provisions of this Agreement, (ii) if
applicable, replace the Infringing Components with noninfringing materials of equivalent 



6







 

function
and performance as the Infringing Components, (iii) modify the Infringing Components so as to be noninfringing without detracting from function or performance, or (iv) refund
the license fee paid by Licensee under Section 2. Notwithstanding the foregoing, HyperSpace shall not be responsible for, and shall have no obligation or liability for any breaches or claimed
breaches hereof caused by: (i) modifications made to HyperSpace Proprietary Materials by anyone other than HyperSpace or HyperSpace's authorized representative working at HyperSpace's
direction; (ii) the combination, operation or use of HyperSpace Proprietary Materials with any software or other items that HyperSpace did not supply; or (iii) failure to use any new or
corrected versions of HyperSpace Proprietary Materials made available by HyperSpace. 


        5.2   HyperSpace
Products will operate in all material respects in conformance with the Documentation applicable thereto. HyperSpace does not warrant that the HyperSpace
Products are free from all defects, bugs, errors, or omissions; 


        5.3   DISLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF HYPERSPACE,
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE HYPERSPACE PRODUCTS, SOFTWARE, DOCUMENTATION, TECHNOLOGY, LICENSED MARKS, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS
AGREEMENT, ALL OF WHICH ARE PROVIDED "AS IS." HYPERSPACE HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NONINFRINGEMENT, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE AND ANY CLAIM IN TORT (WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY OR OTHER THEORY. 




        6.    PRIVATE LABEL OPTION, TRADEMARK LICENSE & LICENSED MARKS.    Licensee shall have
the option to market, resell and distribute the HyperSpace Products under HyperSpace's brand and using HyperSpace's packaging and marketing collateral as supplied by HyperSpace to Licensee or under a
private label brand and private label packaging developed by and on behalf of Licensee. In the case of any marketing resale or distribution under HyperSpace's brand, HyperSpace shall own and retain
all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the HyperSpace Marks and nothing herein will grant to Licensee any right, title or interest
therein. Except as otherwise provided herein, Licensee may not use any of the HyperSpace Marks. Subject to all the terms and conditions of this Agreement, HyperSpace hereby grants to Licensee during
the term of this Agreement a perpetual, non-exclusive, non-transferable, royalty-free and paid-up limited license to use the Licensed Marks for the sole
and exclusive purpose of marketing, reselling and distributing HyperSpace Products and not in any other manner. In using the Licensed Marks, Licensee agrees to hold itself out solely as HyperSpace's
authorized independent Licensee & Distributor of HyperSpace Products and not in any other capacity. HyperSpace does not grant, and nothing in this Agreement will be construed as granting,
Licensee the right to license, sublicense or authorize others to use the Licensed Marks. Upon expiration or termination of this Agreement for any reason, Licensee's right and license to use the
HyperSpace Marks hereunder shall terminate immediately and Licensee will cease all further use thereof. Licensee shall not use HyperSpace Marks in a manner that disparages HyperSpace or HyperSpace
Products, portrays HyperSpace or HyperSpace Products in a false, competitively adverse or poor light or conflicts with any written guidelines regarding the use of the Licensed Marks (which may
include, without limitation, quality standards) furnished by HyperSpace to Licensee from time to time. Licensee will not seek or obtain any trademark or trade name registration embodying HyperSpace
Marks, nor register or attempt to register or cause to be registered under the laws of any jurisdiction or territory any of HyperSpace Marks. All goodwill resulting from the use of the HyperSpace
Marks under this Agreement will inure solely to HyperSpace. 


7







 

        7.    AUDIT RIGHTS.    Licensee will maintain accurate and complete books and records relating
to its performance under this Agreement and, upon reasonable advance notice by HyperSpace and during regular business hours, provide HyperSpace (via an internal audit staff or an outside
independent audit firm as HyperSpace may designate), access to the facilities, computers, products, personnel and books and records of Licensee for the purpose of performing audits and inspections to
verify Licensee's compliance with the terms and conditions of this Agreement (including, without limitation, proper payment of amounts due and payable to HyperSpace). HyperSpace may perform audits
with respect to the payment of fees by Licensee not more than once each fiscal quarter and audits for any other reason not more than once per year. Licensee will provide to such auditors and
representatives such assistance as they reasonably require and cooperate fully with HyperSpace and its designees in connection with audit functions. HyperSpace shall bear the expense of any such audit
unless it discovers a material breach of one or more of provisions of this Agreement (including underpayment to HyperSpace by more than five percent (5%) during any calendar quarter, in which case, in
addition to all other remedies that may be available to HyperSpace hereunder, Licensee shall pay all costs and expenses of such audit (including fees and expenses of third party auditors and related
counsel fees)). Payment of any amount determined to be due as a result of such audit shall be made within thirty (30) days of receipt of an invoice therefor, together with interest at the rate
of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if lower) from the date payment was due until the date paid. Licensee's obligation to maintain and
provide access to records, documents and other information hereunder shall continue until the later of: (i) three (3) years
after expiration or termination of this Agreement, or (ii) closure of all pending matters relating to this Agreement (e.g., disputes). 


8







 
 
 

PART III
  SOFTWARE MAINTENANCE & SUPPORT AGREEMENT    
    



        1.    MAINTENANCE SERVICES.    Subject to the terms and conditions of this Agreement,
HyperSpace will provide the services set forth in Section 2 of this Part III ("Maintenance Services") to Licensee with respect to a single copy of each Licensed Software Product licensed
to Licensee by HyperSpace under this Agreement. 


        2.    SCOPE OF SERVICES.    Subject to the election by Licensee to purchase Maintenance
Services: 



        2.1   HyperSpace
will provide Licensee with Improvements to each Licensed Software Product as such Improvements are generally made available to licensees of such Licensed
Software Product. The parties acknowledge and agree that if and to the extent HyperSpace provides to Licensee any other software, documentation, reports, analyses or other materials or items
(collectively, "Ancillary Materials") in the course of performing its obligations under this Agreement, such Ancillary Materials shall be deemed to be Improvements for all purposes under this
Agreement. Upon receipt of any Improvement, the term "Licensed Software Product" shall be deemed to include such Improvement for all purposes under this Agreement, including with respect to the
license granted herein. Licensee hereby acknowledges and agrees that the term "Improvements" includes all new Releases and Updates, but specifically excludes all new Versions. 


        2.2   HyperSpace
shall provide Licensee with Standard Support in accordance with the HyperSpace Official Support Guide and Service Level Agreement in effect from time to time,
a copy of which shall be provided to Licensee upon request. HyperSpace may amend or alter the HyperSpace Official Support Guide and Service Level Agreement in its sole discretion provided such
amendment or alteration is not inconsistent with the support level selected by Licensee hereunder. 




        3.    OBLIGATIONS OF LICENSEE.    Licensee shall grant HyperSpace reasonable access to
Licensee's facilities and personnel as may be necessary in the performance by HyperSpace of Maintenance
Services. Any failure by the Licensee to provide such access shall relieve HyperSpace of any obligation to provide Maintenance Services during the period during which such failure exists and is
continuing. 


        4.    MAINTENANCE PERIOD.    Licensee shall be entitled to receive Maintenance Services under
this Part III beginning on the Effective Date and, unless the Agreement is terminated earlier pursuant to Section 2 of Part IV, Exhibit A to this Agreement, continuing for
the duration of this agreement. 


9








  



 
 

PART III    
    
    EXHIBIT A    
    
    Standard Terms & Conditions    
    


1.    INDEMNIFICATION.    Licensee shall indemnify, hold harmless and defend HyperSpace and its affiliates,
officers, directors, members, partners, shareholders, employees, agents and representatives from and against (and pay the full amount of) any and all losses, liabilities, damages, judgments, costs and
expenses (including reasonable attorney's fees) (individually, a "Loss" and, collectively, "Losses") that are incurred by or levied against HyperSpace or such other persons in connection with any
third party claims or actions brought against HyperSpace arising out of or relating to: (i) the breach by Licensee of its obligations under this Agreement; or (ii) any gross negligence
or willful misconduct on the part of Licensee. In the event HyperSpace receives notice of the commencement of any action or proceeding that asserts a claim or action by a third party for which
HyperSpace or such other persons may be entitled to seek indemnification from Licensee (a "Third Party Claim"), HyperSpace shall promptly after receiving such notice provide Licensee with notice of
such Third Party Claim. Licensee shall, upon receipt of such notice, be entitled to participate in or, at Licensee's option, assume the defense, appeal or settlement of such Third Party Claim with
respect to which such indemnity has been invoked with counsel of its own choosing, and HyperSpace shall fully cooperate with Licensee in connection therewith including contesting such Third Party
Claim or making any counterclaim against the Person asserting such Third Party Claim; provided, however, that HyperSpace shall be entitled to employ one counsel to represent itself if Licensee
receives, on the initiative of either Licensee or HyperSpace, an opinion of counsel that an actual conflict of interest exists or is reasonably likely to arise between Licensee and HyperSpace in
respect of such Third Party Claim and, in that event, the reasonable fees and expenses of such additional counsel shall be paid by Licensee; and provided further that HyperSpace is hereby authorized
prior to the date on which it receives written notice from Licensee that it intends to assume the defense, appeal or settlement of such Third Party Claim, to file any motion, answer or other pleading
and take such other action that it shall reasonably deem necessary to protect its interest until the date on which HyperSpace receives such notice from Licensee. In the event that Licensee fails to
assume the defense, appeal or settlement of such Third Party Claim within thirty (30) days after receipt of notice thereof from HyperSpace, HyperSpace shall have the right to undertake the
defense or appeal of or settle or compromise such Third Party Claim and HyperSpace shall not be liable for any claim by Licensee that any such defense, appeal, settlement or compromise failed to
protect the interests of Licensee. No claim or demand may be settled by HyperSpace without the consent of Licensee, which consent shall not be unreasonably withheld, except as set forth above. 



2.    TERMINATION.    


        A.    Termination for Cause.    This Agreement may be terminated by a party for cause, upon thirty (30) days
notice, upon the occurrence of any of the following events: (i) if the other party ceases to do business or otherwise terminates its business operations for a period of sixty (60) days;
(ii) if the other party (A) admits in writing its inability to pay its debts generally as they become due; (B) commences a voluntary bankruptcy proceeding under U.S. Bankruptcy
Law or other applicable law as from time to time in effect; (C) is the subject of a petition filed against it commencing an involuntary bankruptcy proceeding that is not dismissed within sixty
(60) days, or is the subject of an order for relief in any involuntary case commenced under U.S. Bankruptcy Law or other applicable law; (D) by the entry of an order by a court of
competent jurisdiction under applicable law (x) finding it to be bankrupt or insolvent, (y) ordering or approving its liquidation, reorganization or any modification or alteration of the
rights of its creditors, or (z) assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property; or (E) by its making an assignment for
the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property;
(iii) if the other party shall fail 


10







 



to
secure or renew any license, registration, permit, authorization or approval necessary to fulfill its obligations under this Agreement, or if any such license, registration, permit, authorization
or approval is revoked or suspended and not reinstated within sixty (60) days, but only to the extent any such failure to secure or renew or such revocation has a Material Adverse Effect; or
(iv) if the other party breaches any material provision of this Agreement where such breach could reasonably be expected to have a Material Adverse Effect and fails to cure such breach within
thirty (30) days of its receipt of notice of such breach from the non-breaching party. In addition to the foregoing, this Agreement may be terminated by HyperSpace if Licensee fails
to pay to HyperSpace any amounts payable hereunder that are not subject to a good faith dispute within ten (10) days after receipt of written notice from HyperSpace that such amount is in
arrears. 


        B.    Termination for Convenience.    This Agreement may be terminated for any reason by Licensee for its convenience
upon ninety (90) days prior written notice to HyperSpace. 



        C.    Effect of Termination.    Upon expiration or termination of this Agreement for any reason: (i) Licensee
shall pay immediately all amounts that are due and payable to HyperSpace; (ii) HyperSpace shall cease providing, and Licensee shall immediately discontinue all use of, any Maintenance Services
provided under this Agreement; (iii) all rights and licenses granted to Licensee under this Agreement will terminate; (iv) Licensee will cease all use of and, at Licensee's cost,
pursuant to the directions of HyperSpace, either return to HyperSpace or destroy all HyperSpace Proprietary Materials in Licensee's possession, custody or control in whatever form held (including
without limitation all documents or media containing any of the foregoing and all copies, extracts or embodiments thereof), all of which shall be subject to HyperSpace's supervision; (v) each
party shall return to the other party all copies of Confidential Information of the other party in such party's possession, custody or control in whatever form held (including without limitation all
documents or media containing any of the foregoing and all
copies, extracts or embodiments thereof), unless such party provides assurances reasonably satisfactory to the other party that all copies of such Confidential Information have been destroyed. Each
party understands that the rights of termination hereunder are absolute and neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the
other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party that complies with the terms of the Agreement, whether or not such party is
aware of any such damage, loss or expenses. Sections 2, 4, 5, and 6 and Sections 1, 3, 4, 6, 9, 11, 12, 13, 15, 16, 17, 18 and 19 of this Exhibit A will survive the expiration or
termination of this Agreement for any reason and continue in accordance with their terms. 


3.    CONFIDENTIAL INFORMATION.    "Confidential Information" means any and all information which is of a
confidential, proprietary or trade secret nature that is furnished or disclosed by one party to the other party under this Agreement and which is marked, or if disclosed orally identified
contemporaneously with disclosure, as "Confidential", "Proprietary", "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. Without limiting the
generality of the foregoing, the specific business terms of this Agreement shall be deemed to be the Confidential Information of both parties and all Source Materials for HyperSpace Products shall be
deemed to be the Confidential Information of HyperSpace. Each party's Confidential Information will remain the property of such party and the other party will not be deemed by virtue of this Agreement
or any access to such party's Confidential Information to have acquired any right or interest in or to any such Confidential Information. Each party shall, and shall cause its employees and agents to
strictly maintain the confidentiality of the Confidential Information of the other party and not disclose, disseminate or otherwise give such Confidential Information to any other person, firm,
organization or third party, except for an employee or agent of such party who has a reasonable need to obtain access thereto in connection with the performance of such party's obligations under this
Agreement and who has agreed in writing to not disclose, and not to use for any other purpose, such Confidential Information. Notwithstanding the foregoing, neither party shall be subject to the
obligations of confidentiality set 


11







 



forth
herein with respect to Confidential Information of the other party that: (i) is or becomes publicly known without violation by such party of this Agreement; (ii) is already known
to such party without restrictions at the time of its disclosure by the other party, as evidenced by the written records of such party; (iii) after its disclosure by the other party is made
known to such party without restrictions by a third party having the right to do so; (iv) is independently developed by such party without reference to the Confidential Information of the other
party; or (v) is legally required to be disclosed by such party pursuant to a judicial order from a court of competent jurisdiction (provided that such party promptly informs the other party of
the requirement and affords the other party a reasonable opportunity to contest the required disclosure). 


4.    LIMITATIONS ON LIABILITY.    NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS,
LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR AMOUNT, REGARDLESS OF LEGAL THEORY (INCLUDING TORT, BREACH OF
CONTRACT OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF INFORMED OF THEIR POSSIBILITY. 


5.    INVOICES; PAYMENT TERMS.    HyperSpace will invoice Licensee for all HyperSpace Products and
Maintenance Services sold to Licensee in accordance with HyperSpace's standard payment terms. Licensee shall be solely responsible for payment of all invoices. Except as may be specifically agreed to
in writing, Licensee will pay HyperSpace for all HyperSpace Products and Maintenance Services within thirty (30) days of the date of any invoice issued by HyperSpace. 



6.    TAXES.    Prices for HyperSpace products ordered by Licensee are exclusive of any and all taxes or
government fees imposed by reason of this agreement and Licensee shall remain solely responsible for payment of all such taxes and fees (excluding taxes or fees based on HyperSpace's net income).
    Unless Licensee provides HyperSpace with a valid exemption certificate, Licensee shall pay all taxes imposed upon HyperSpace Products or the sale thereof other than taxes measured by
HyperSpace's net income. If Licensee is required by any laws of the Territory to withhold income taxes, value added taxes or any other taxes on HyperSpace's behalf from the amounts payable hereunder,
Licensee shall, after written notice to HyperSpace and making all reasonable efforts to be exempt or to reduce such withholding, (a) withhold and remit on HyperSpace's behalf the minimum
required amount to the relevant taxing authority, and (b) provide to HyperSpace a written receipt from the taxing authority. 


7.    U.S. DOLLARS.    All payments hereunder by Licensee shall be made in United States of America dollars.
If a currency other than U.S. dollars is tendered or paid (or recovered under any judgment) and the amount HyperSpace receives at its designated account falls short of the full amount owed to
HyperSpace, then Licensee shall continue to owe HyperSpace, as a separate obligation, the amount of the shortfall. 


8.    FORCE MAJEURE.    Each party to this Agreement shall be excused from any delay or failure in its
performance hereunder, other than for payment of money for goods already delivered or services already rendered, caused by a Force Majeure. Such party shall use commercially reasonable efforts to cure
any such failure or delay in performance arising from a Force Majeure, and shall timely advise the other party of such efforts. 


9.    ASSIGNMENT.    Licensee may not assign this Agreement, in whole or in part, whether by operation of
law or otherwise, without the prior written consent of HyperSpace, not to be unreasonably withheld. This Agreement will be binding upon and will inure to the benefit of the parties and their
respective successors and assigns permitted hereunder. 


10.    WAIVER & AMENDMENT.    This Agreement may be amended only by an agreement in writing executed
by the parties. No party to this Agreement shall be deemed to have waived any rights under, or as the result of any default under or breach of, this Agreement unless the waiver is set forth in 


12







 



writing
and signed by the party. Any waiver of any default or breach of this Agreement shall not be construed to constitute a waiver of any other default or breach whether similar or not. 


11.    EXPORTS.    Each party shall comply with all applicable laws, including without limitation the United
States Foreign Corrupt Practices Act, Export Control Laws, Anti-Boycott Law, and Encryption Technology Law and all other applicable United States export control laws and regulations
(collectively, "U.S. Export Controls"), in connection with its performance of this Agreement. Each party shall use commercially reasonable efforts to provide such notices, and obtain from applicable
governmental or regulatory entities in the United States and the Territory (and thereafter maintain) such material governmental licenses, authorizations, consents and approvals (collectively, "Export
Approvals") as are necessary for such party to perform its obligations under this Agreement. Licensee shall not sell, export or re-export, nor permit any export or re-export
of, any HyperSpace Products to any Licensee in any country: (i) in violation of any Export Control Laws; and (ii) where, at the time of sale/export/re-export, any Export
Approvals are required, without first obtaining such Export Approvals. 


12.    GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the laws of
the State of Colorado, United States of America, without regard to the conflicts of laws principles thereof. 


13.    DISPUTE RESOLUTION.    


        A.    Internal Resolution Procedures.    The parties will attempt in good faith to resolve promptly any dispute, claim
or controversy arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination (a "Dispute") by negotiation between executives
of the parties who have the authority to settle such Disputes and who do not have responsibility for the administration of this Agreement, and diligent efforts will be made by each of the parties to
resolve and cure any breach of this Agreement, or to cease any offending activity, and all differences will be addressed promptly and in good faith with a view to quick resolution. If any such Dispute
has not been resolved within fifteen (15) days of the provision by one party to the other party of written notice of the Dispute, either party may refer such Dispute to binding arbitration in
accordance with the procedures set forth below. Nothing in this Agreement shall prevent either party, before an arbitration has commenced hereunder, from seeking temporary restraining orders or
preliminary injunctions, or their equivalent, from any court of competent jurisdiction. 



        B.    Submission to Arbitration.    Any Dispute submitted to arbitration after a failure by the parties to resolve
such Dispute as set forth above shall be finally settled under the Rules of Arbitration (the "Rules") of the International Chamber of Commerce ("ICC") by three arbitrators appointed in
accordance with said Rules. The parties shall each nominate an arbitrator within fifteen (15) days of the date the written request for arbitration is received by the Secretariat of the ICC. The
two (2) party-nominated arbitrators shall nominate a third arbitrator who will be the chairman of the Arbitral Tribunal. If the party-nominated arbitrators fail to nominate the third arbitrator
within fifteen (15) days after the nomination of the second arbitrator, the third arbitrator will be appointed by the ICC in accordance with its Rules. The place of arbitration shall be Denver,
Colorado. The language of the arbitration shall be English. The Arbitral Tribunal's award may include injunctive relief, including orders of specific performance. The award shall be final and binding.
No party shall seek recourse to a court of law, or other authorities, to appeal or otherwise set aside the award (except in seeking temporary restraining orders or preliminary injunctions, or their
equivalent, as set forth above). All proceedings in the arbitration shall be scheduled and conducted so that the award shall be rendered by the Arbitral Tribunal as expeditiously as possible. The
Arbitral Tribunal, in its discretion, may consolidate two (2) or more arbitrations or Disputes between the parties to this Agreement into one arbitration, or terminate any such consolidation
and/or establish other arbitration proceedings for different Disputes that may arise in any one arbitration. The Arbitral Tribunal shall consolidate arbitrations and/or Disputes, if it determines that
it would be more efficient to consolidate such 


13







 



arbitrations
and/or Disputes than to continue them separately and (i) there are matters of fact or law that are common to the arbitrations and/or Disputes to be consolidated, (ii) there
are related payment and performance obligations considered in the arbitrations and/or Disputes to be consolidated or (iii) there is a danger of inconsistent awards. 



14.    INDEPENDENT CONTRACTOR.    Licensee acknowledges that it is an independent contractor under this
Agreement and has complete responsibility and discretion in the conduct of its business. Licensee acknowledges and agrees that it has no power or authority to act as HyperSpace's representative or
agent, to bind or commit HyperSpace in any way or to transact business in the name of HyperSpace. Nothing in this Agreement by itself shall be construed as creating a partner, joint venture or agency
relationship between HyperSpace and Licensee. 


15.    NOTICES.    All notices, requests, claims, and other communications hereunder shall be in writing and
shall be delivered by hand, international courier, or confirmed facsimile, addressed as set forth on the signature page of this Agreement, and shall be deemed to have been duly given
(a) in the case of a facsimile transmission, when received by recipient in legible form and sender has received an electronic confirmation of receipt of the transmission, provided that a copy
of the communication is also sent by overnight courier; (b) in the case of delivery by an overnight carrier, upon the date of delivery indicated in the records of such carrier; (c) in
the case of delivery by hand, when delivered by hand. 


16.    ASSURANCES.    The parties hereto hereby covenant and agree to execute and deliver such further and
other instruments, agreements and writings and do and perform, and cause to be done and performed, such further and other acts and things that may be necessary or desirable in order to give full
effect to this Agreement and every part of it. 


17.    PRESS RELEASES.    Neither party may issue any press release or other public statement concerning
this Agreement or any other agreement between the parties or the relationship of the parties, or any shareholders or interest holders of either of the parties, in connection herewith without obtaining
the prior written consent of the other party. 


18.    DEFINED TERMS.    All capitalized terms not otherwise defined shall have the meaning ascribed to such
term in Part IV, Exhibit B to this Agreement. 


19.    GENERAL.    If any term, clause or provision of this Agreement is at any time judged to be invalid
for any reason, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be considered to have been deleted
from this Agreement. This Agreement, including the cover and signature pages thereto, Parts I, II, III and IV, and any attached Exhibits and Schedules contain the entire agreement of the
parties and supercede any and all prior representations or agreements, whether oral or written, relating to the subject matter of this Agreement. 


14







 
 
 

EXHIBIT B    
    
    Definitions    
    


	1.
	Account.    The installation of one (1) copy of a Licensed Software Product for use by a single CPU designated by
Licensee subject to the terms of this Agreement.



	2.
	Ancillary Materials.    Such term shall have the meaning set forth in Section 2 of Part III of this Agreement



	3.
	Anti-Boycott Law.    The rules regarding boycotts of the State of Israel found in the Export Administration
Regulations under the Export Administration Act.



	4.
	Business Day.    Any day other than a (i) Saturday, (ii) Sunday, (iii) day on which commercial banking
institutions in New York, New York or London, England are authorized or obligated to be closed.



	5.
	Confidential Information.    Such term shall have the meaning set forth in Section 3 of Part IV,
Exhibit A to this Agreement.



	6.
	Designated Contact.    The individual designated by each party to be the primary employee or other representative for contact
with the other party. The initial Designated Contact of each party is set forth on the cover page of this Agreement.



	7.
	Dispute.    Such term shall have the meaning set forth in Section 13 of Part IV, Exhibit A to this
Agreement.



	8.
	Documentation.    Written materials which may be provided to Licensee from time to time by HyperSpace, which materials
identify themselves as specifications or descriptions for HyperSpace Products, including written materials integrated within such HyperSpace Products.



	9.
	Encryption Technology Law.    The Export Administration Act and the Export Administration Regulations of the Bureau of Export
Administration governing dual-use technology, and any other law and regulations governing the export of software encryption technology.



	10.
	End User, Shall mean a customer (a.k.a. Subscriber) of Licensee who is receiving the benefits of the HyperSpace Product.



	11.
	Evaluation Version.    A copy of a HyperSpace Product in the form of run-time/executable images only (and
specifically excluding the Source Materials) distributed at no cost to a prospective Licensee for the purposes of allowing such prospective Licensee the opportunity to evaluate such HyperSpace Product
to determine whether to purchase such HyperSpace Product. Each Evaluation Version of a HyperSpace Product contains Time-Based Deactivation Functions.



	12.
	Export Control Laws.    The Export Administration Act and the Export Administration Regulations of the U.S. Department of
Commerce (excluding the Encryption Technology Laws), the International Traffic in Arms Regulations of the U.S. Department of State or the Enhanced Proliferation Control Initiative, and the
International Emergency Economic Powers Act.



	13.
	Export Approvals.    Such term shall have the meaning set forth in Section 11 of Part IV, Exhibit A to
this Agreement.



	14.
	Force Majeure.    Any disruption or slow speed of the Internet, break-downs of security or introduction of computer viruses
(and the like) by third parties, or any such disruption caused by any labor dispute, government requirement, civil unrest, declared or undeclared war, act of God, or any other cause beyond its
control, where such Force Majeure does not (i) last more than two (2) years, or (ii) make the performance by a party of its obligations or the enjoyment by that party of its
rights under or pursuant to this Agreement commercially impractical. 


15







 
	15.
	HyperSpace Marks.    The federal trademark registrations, trademarks, trade dress, trade names, service marks, symbols,
slogans, emblems, logos, designs, name and such other graphical elements indicating origin owned or controlled by HyperSpace.



	16.
	HyperSpace Product.    A run-time/executable image of any of HyperSpace's proprietary software products, together
with all Improvements thereto.



	17.
	HyperSpace Proprietary Materials.    Any and all software, documentation, reports, analyses, materials, content or other
items which: (i) comprise HyperSpace Products; or (ii) are otherwise provided by HyperSpace to Licensee in the course of HyperSpace performing its obligations under this Agreement.
Without limiting the generality of the foregoing, HyperSpace Proprietary Materials include the HyperSpace Products, the Documentation, Improvements, all other proprietary software developed by
HyperSpace and the Source Materials.



	18.
	ICC.    Such term shall have the meaning set forth in Section 13 of Part IV, Exhibit A of this
Agreement.



	19.
	Improvements.    With respect to any particular Version of a HyperSpace Product, such Updates to, Releases to, and
interim-Update patches and/or bug fixes for, such Version of such HyperSpace Product.



	20.
	Infringing Component.    Such term shall have the meaning set forth in Section 5 of Part II of this Agreement.



	21.
	Intellectual Property Rights.    Such term shall have the meaning set forth in Section 4 of Part II of this
Agreement.



	22.
	Licensed Software Product.    A HyperSpace Product identified as a "Covered Product" on the cover page of this
Agreement and licensed to Licensee under this Agreement.



	23.
	Loss; Losses.    Such term shall have the meaning set forth in Section 1 of Part IV, Exhibit A to this
Agreement.



	24.
	Maintenance Period; Initial Maintenance Period; Subsequent Maintenance Period.    Such terms shall have the meanings set
forth in Section 5 of Part III of this Agreement.



	25.
	Maintenance Services.    Such term shall have the meaning set forth in Section 1 of Part III of this Agreement.



	26.
	Material Adverse Effect.    With respect to any person or entity, a material adverse effect on the business, prospects,
assets, liabilities, revenues, costs and expenses, income before provision for income taxes, operations or condition, financial or otherwise, of such person or entity, other than changes or effects
resulting from changes attributable to conditions affecting the applicable business generally, changes in general economic conditions, cyclical changes that are consistent with the past operating
history of the business of such person or entity, or changes attributable to the announcement or pendency of this transaction. In determining whether any individual event would result in a Material
Adverse Effect, notwithstanding that such event does not of itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other
then existing events could reasonably be expected to result in a Material Adverse Effect.



	27.
	Moral Rights.    All rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or
referred to as "moral rights," "artist's rights," "droit moral" or the like.



	28.
	Release; Release Number.    A new Release means a software upgrade that adds new features (and which may also corrects bugs
or defects) and in which the Release Number is incremented while the Version Number remains unchanged (e.g., XYZ 6.2.0 would designate a new Release to XYZ 


16







 

6.1.23).
A Release Number shall mean the second decimal place in the number assigned to any HyperSpace Product by HyperSpace (e.g., the Release Number of XYZ 6.1.23 would be 1). 



	29.
	Rules.    Such term shall have the meaning set forth in Section 13 of Part IV, Exhibit A to this
Agreement.



	30.
	Source Materials.    The code, libraries and other source components that, when compiled, linked and otherwise manipulated,
create any HyperSpace Product inclusive of Improvements.



	31.
	Standard Support.    Telephone, e-mail and web-based support provided by HyperSpace to Licensee
pursuant to the HyperSpace Official Support Guide and Service Level Agreement and Section 2.2 of Part III of this Agreement, which support shall be available only between 8:00 and 18:00
GMT -7 on Business Days.



	32.
	Third Party Claim.    Such term shall have the meaning set forth in Section 1 of Part IV, Exhibit A to
this Agreement.



	33.
	Time-Based Deactivation Functions.    Hyperspace products contain functionality that makes the HyperSpace
products inoperable after expiration of certain periods unless such functionality is disabled using access codes known only to HyperSpace. Therefore, time is of the essence with respect to Licensee's
obligations under this Agreement and failure to perform its obligations hereunder in a timely manner may result in the inability to operate any HyperSpace Product licensed by means of this Agreement.



	34.
	U.S. Bankruptcy Law.    Title II of the United States Code, as now constituted or hereafter amended, or any other
federal, or state bankruptcy, insolvency, receivership, or similar law.



	35.
	U.S. Export Controls.    Such term shall have the meaning set forth in Section 11 of Part IV, Exhibit A
to this Agreement.



	36.
	Update; Update Number.    A new Update means a software upgrade that provides bug fixes or other minor corrections in which
the Version Number and Release Number remain unchanged and, if the number assigned to the software by the supplier, the Update Number is incremented (e.g., XYZ 6.1.24 would designate a new Update to
XYZ 6.2.23). An Update Number shall mean the third decimal place in the number assigned to any HyperSpace Product by HyperSpace (e.g., the Update Number of XYZ 6.2.23 would be 23).



	37.
	Version; Version Number.    A new Version means a major software upgrade that adds substantial new features or other
significant changes in which the Version Number is incremented (e.g., XYZ 7.0.0 would designate a new Version to XYZ 6.2.23). A Version Number shall mean the first decimal place in the number assigned
to any HyperSpace Product by HyperSpace (e.g., the Version number of XYZ 6.2.23 would be 6). 


17







 
 
 

EXHIBIT C—Initial Subscriber Count & Monthly Activity Report    
    


 
 

Initial Subscriber (End User) Count    
    


Licensee's
"Initial Subscriber" (aka End User) count:
                                         
       . This amount shall be used to determine the first invoice, in the monthly invoicing
cycle, from HyperSpace to Licensee. 


 
 

Monthly Activity Report    
    


         

  



	Licensee & Distributor's Name:	 	 
	Licensee & Distributor Contact Person:	 	 
	Licensee & Distributor Contact Telephone & Email:	 	 
	

Date of Report:	
 	

 
	Current Number of End Users on the first day of current reporting month:	 	 
	

Comments or Other Relevant Information:	
 	

 





	

    
 Signature	
 	

 
	

 	
 	

 
	    
 Name (please print)	 	 




18











QuickLinks



Exhibit 10.3


PART I PRICING SCHEDULE



PART II SOFTWARE LICENSE AGREEMENT

PART III SOFTWARE MAINTENANCE & SUPPORT AGREEMENT


PART III EXHIBIT A Standard Terms & Conditions

EXHIBIT B Definitions

EXHIBIT C—Initial Subscriber Count & Monthly Activity Report

Initial Subscriber (End User) Count

Monthly Activity Report