NATIONAL
      CITY 

    
      

    

     

    SOFTWARE
      ADDENDUM

     

    Subject
      to the terms and conditions of this Software Addendum (this “Addendum”),
      National City hereby grants to Client a non-exclusive, non-transferable license
      to use the Software as described in the applicable Product Guide and its
      documentation and related materials. Client agrees to use the Software in
      accordance with this Addendum and any and all rules and regulations with respect
      to the Software as issued by National City in its sole discretion from time
      to
      time.

     

    
      	
            	1.	
              Confidentiality
                of Software. Client
                acknowledges that the Software and related materials are valuable
                trade
                secrets and are strictly confidential, material and important, and
                that
                such confidentiality substantially affects the value of the Software
                and
                the business of National City and its licensors, if any. Client therefore
                covenants and agrees to hold all such materials and information in
                the
                strictest confidence as provided herein. Client further acknowledges
                that
                any breach or threatened breach of confidentiality will cause immediate
                irreparable injury to National City and that the remedies at law
                for such
                breach will be inadequate, and Client agrees not to assert to the
                contrary
                in any action for preliminary or other injunctive relief brought
                by
                National City. Client shall notify each of its employees and agents
                (collectively, “Employees”) to whom disclosure is made that such Software,
                its documentation, and related materials are proprietary, that such
                disclosure is made in confidence and shall be kept in confidence
                by such
                Employees, and that wrongful disclosure may have adverse legal
                consequences on Client and such Employees. In particular, Client
                and its
                Employees:

            


    

     

    
      	
            	a.	
              will
                use normal security measures to safeguard the Software and related
                materials from theft or from access by persons other than Client’s
                Employees;

            


    

     

    
      	
            	b.	
              will
                not distribute, transmit, lend, furnish, sell, transfer, publish,
                disclose, display, rent, sublease, lease, or otherwise exploit any
                component of the Software, documentation, or related materials nor
                make
                any disclosures concerning the Software (including but not limited
                to
                concepts used therein), documentation, or related materials to any
                third
                party; and

            


    

     

    
      	
            	c.	
              will
                not use the Software except as authorized herein, will not make or
                have
                made or permit to be made any copies of the Software except for backup
                and
                archival purposes and as is necessary in connection with the rights
                granted hereunder, and will ensure that all such copies will contain
                the
                same copyright and/or proprietary notice or notices which appear
                on the
                Software.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      section shall survive termination of this Addendum, the applicable Product
      Guide, and the Master Agreement.

     

    
      	
            	2.	
              Unauthorized
                Use. Client
                will notify National City of the unauthorized possession, use, or
                knowledge of any portion of the Software by any person or organization
                not
                authorized by this Addendum, furnish full details of such possession,
                use,
                or knowledge to National City, assist in preventing the recurrence
                of such
                possession, use, or knowledge, and fully cooperate with National
                City and
                its licensors, if any, in any litigation against third parties deemed
                necessary by National City to protect its rights and the rights of
                its
                licensors, if any.

            


    

     

    
      	
            	3.	
              Equipment
                Configuration. Client
                acknowledges that the Software has been designed for use solely on
                the
                equipment configuration, if any, specified by National City and shall
                ensure that it is used solely on such equipment. National City will
                not be
                liable for losses, damages, or expenses (including attorneys’ fees)
                arising out of the use, inability to use, or the incorrect use of
                the
                Software, documentation, and related materials on an unspecified
                equipment
                configuration.

            


    

     

    
      	
            	4.	
              No
                Modifications. Client
                will not modify, enhance, change, supplement, or merge any portion
                of the
                Software without the prior written consent of National City. In addition,
                Client will not translate, reverse engineer, decompile, or disassemble
                the
                Software or any portion of the Software for any purpose
                whatsoever.

            


    

     

    
      	
            	5.	
              Use
                of Software. The
                Software will be used only in connection with Services provided by
                National City.

            


    

     

    
      	
            	6.	
              Updates.
                Client
                will install all updates and new releases of the Software by the
                dates
                indicated in the materials accompanying the updates and
                releases.

            


    

     

    
      	
            	7.	
              Termination.
                In
                addition to the termination provisions of the Master Agreement or
                any
                applicable Produce Guide, National City may terminate this Addendum
                and
                the license granted to Client immediately upon termination of any
                license
                agreement, if any, pursuant to which National City is authorized
                to
                license the Software to Client. Unless otherwise provided in a Product
                Guide, within thirty (30) days of the termination of this Addendum,
                the
                applicable Product Guide, or the Master Agreement, Client shall return
                all
                Software, documentation, and related materials, including all copies,
                to
                National City.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	8.	
              Proprietary
                Rights.
                All Software, documentation, and related materials used with and
                in
                support of the Software shall remain the exclusive property of National
                City and its licensors, if any. Client acknowledges that it does
                not have
                and shall not acquire, by virtue of this Addendum, any proprietary
                rights
                over the Software, documentation, and related materials. Client is
                not
                authorized to offer the Software or any part thereof in any form
                for
                resale, lease, or sublicense. Furthermore, Client may not transfer
                the
                Software by gift, assignment, encumbrance, or other conveyance under
                any
                circumstances.

            


    

     

    
      	
            	9.	
              No
                Warranties.
                Although National City has tested the Software and reviewed the
                documentation and related materials, NATIONAL CITY MAKES NO WARRANTY,
                STATEMENT OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT
                TO
                THE SOFTWARE, DOCUMEDNTATION, AND RELATED MATERIALS, THEIR QUALITY,
                PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
                THE
                SOFTWARE, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED BY NATIONAL
                CITY TO CLIENT “AS IS,” AND CLIENT ACKNOWLEDGES THAT IT WAIVES ALL
                WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, IN LAW OR IN
                FACT.

            


    

     

    
      	
            	10.	
              Product
                Guide.
                Use of the Software shall at all times be subject to and premised
                upon the
                existence of, and shall be permissible only according to the terms
                of, the
                applicable Product Guide.