Exhibit
      10.12

    
 

    

    



    


    


    COLLEXIS
      SUPPORT & MAINTENANCE AGREEMENT

    


    The
      undersigned:

     

    Collexis,
      Inc. a company duly incorporated under the US laws and having its office at
      Five
      Concourse Parkway, Suite 3000, Atlanta GA 30328, hereinafter referred to as
      “Collexis”, represented by Mr. Bill Kirkland, its CEO;

     

    and

     

    The
      National Institutes of Health, including all Institutes and Centers, hereinafter
      referred to as “Customer”, represented by Ms. Karen Riggs, its Contracting
      Officer.

     

    Whereas:

     

    
      	
              ·

            	
              Collexis
                has licensed Collexis Software to
                Customer;

            


    

     

    
      	
              ·

            	
              Customer
                wishes to receive Support services on the Collexis
                Software;

            


    

     

    Have
      agreed as follows:

     

    
      	
              1.

            	
              Definitions

            


    

     

    The
      definitions in the Agreement are used in accordance with the definitions as
      mentioned in Article 1 of the Standard Terms and Conditions of Collexis set
      out
      in Appendix “Standard Terms and Conditions”.

     

    Additionally,
      in this Agreement, except where the context requires otherwise, the following
      words and expressions shall have the following meaning:

     

    
      	Agreement:	
              This
                Support and Maintenance Agreement.

            


    

     

    
      	
              Support:

            	
              First
                Line Support and Second Line Support for Collexis
                Software.

            


    

    
       

      
        	
                Support
                  & Maintenance Fees:

              	
                
                  The
                    support & maintenance fees as stated in Appendix “Special Conditions
                    and License Fees” to the Collexis License
                    Agreement.

                

              


      

       

    

    
      	
              2.

            	
              Collexis
                Obligations

            


    

     

    
      	
              2.1

            	
              Collexis
                will provide Customer with Support on the Collexis Software licensed
                under
                the Collexis License Agreement during working days between 8:30 am
                and
                5:00 pm, Eastern Standard Time or Eastern Daylight Savings time whichever
                is applicable - in consideration for the Support and Maintenance
                Fees paid
                by Customer.

            


    

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              2.2

            	
              Collexis
                will provide Support on the latest and the immediately preceding
                Version
                of the Collexis Software offered by Collexis to Customer. Support
                for
                Third Party Software used as part of the Collexis Software in some
                cases
                is handled by Collexis and in others is handled by the Third Party
                Software vendor. Collexis will inform Customer if Customer must contact
                Third Party Software vendor directly. Collexis will not Support Customer
                modifications. Further, Collexis cannot provide Support for Customer
                changes to Category Definitions, Fingerprints, Thesaurus or Bespoke
                Software without the ability to inspect and access and manipulate
                the
                same. Customer acknowledges that failure to make Fingerprints, Category
                Definitions, Thesaurus or Bespoke Software accessible to Collexis
                as
                necessary for Support activities will impair diagnosis and correction
                of
                Errors and limit or prevent Collexis from creating a Workaround or
                fix
                regardless of the severity of the Error. Collexis shall be held harmless
                in the event that it is unable to diagnose and correct an Error due
                to
                failure of Customer to make necessary Fingerprint(s), Category
                Definitions, Thesaurus or Bespoke Software accessible to
                Collexis.

            


    

     

    
      	
              2.3

            	
              In
                the event that Collexis releases an Update, Release or Version, Collexis
                will provide Customer with written notice if it in a timely manner.
                On
                request, Collexis will provide Customer with such Update, Release
                or
                Version at no additional cost to Customer, taking into account Article
                6.1(a).

            


    

     

    
      	
              2.4

            	
              Collexis
                will release a maximum of one new Version annually. Customer is not
                obliged to install such a new Version, taking into account the above
                in
                Article 2.2 or below in Article
                3.3.

            


    

     

    
      	
              3.

            	
              Customer
                Obligations

            


    

     

    
      	
              3.1

            	
              Customer
                will make two Support Employees available. The Customer may designate
                more
                support employees as back up to the primary support
                employees.

            


    

     

    
      	
              3.2

            	
              Customer
                will make sure that Support Employees are trained sufficiently to
                understand how to operate the Collexis
                Software.

            


    

     

    
      	
              3.3

            	
              If
                Customer opts to receive a new Version of the Collexis Software,
                it shall
                be installed in a timely manner. Customer will install new Updates
                within
                two (2) months of its receipt from Collexis and will install new
                Releases
                within four (4) months of their receipt from Collexis. Customer
                acknowledges that delay or failure to install Updates, Releases,
                or
                Versions may impair Collexis Software or other Software functionality
                and
                Collexis is not responsible for addressing Errors that occur due
                to
                failure of Customer to install new Updates, Releases and Versions
                of the
                Collexis Software. Any Error attributable to a failure of Customer
                to
                install Updates, Releases, or Versions shall be deemed an Error not
                eligible for correction under 4.5(d) regardless of the functionality
                impairment experienced by Customer.

            


    

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              3.4

            	
              If
                requested by Collexis and agreed to in advance by Customer, Customer
                will
                provide Collexis with physical access to the System or remote access
                via a
                modem with the specifications required by Collexis if necessary for
                Support under this Agreement.

            


    

     

    
      	
              3.5

            	
              Customer
                will take good care in the use of the Collexis Software and implement
                procedures which will reasonably protect and backup the Collexis
                Software
                and related data.

            


    

     

    
      	
              4.

            	
              Procedures

            


    

     

    
      	
              4.1

            	
              Communication
                with respect to Support will take place between Collexis and the
                Support
                Employees mentioned in Article 3.1.

            


    

     

    
      	
              4.2

            	
              Requests
                for Support with respect to the use of the Collexis Software may
                be
                communicated to Collexis by e-mail or phone. Collexis will provide
                the
                relevant Support e-mail address and phone number to
                Customer.

            


    

     

    
      	
              4.3

            	
              Customer
                will report System Incidents to Collexis by e-mail, by means of a
                System
                Incident Report. Customer will provide all information and/or data
                that
                Collexis deems reasonably necessary, concerning the situation in
                which the
                System Incident occurred, to the extent of Customer’s
                knowledge.

            


    

     

    
      	
              4.4

            	
              After
                receipt of the System Incident Report, Collexis will e-mail a call
                number
                and priority to the Support Employee respecting the following priority
                definitions:

            


    

    Priority
      1:
      The
      Error disrupts the business. Collexis directly takes all commercially reasonable
      actions to solve the Error. Collexis will contact the Support Employee at least
      every 4 hours or as otherwise agreed to by both parties until the disruption
      is
      resolved;

    Priority
      2:
      The
      Error makes work difficult. Collexis immediately plans commercially reasonable
      actions attempt to solve the Error but will assign a lower priority than
      Priority 1 Errors;

    Priority
      3:
      Cosmetic Errors (e.g. errors that do not impact substance/functionality). These
      errors will be addressed by Collexis when commercially reasonable.

     

    
      	
              4.5

            	
              In
                case an Error has occurred, Collexis will take commercially reasonable
                steps to:

            


    

    (a)
      correct the Error

    (b)
      create a Workaround, or;

    (c)
      provide a justification why a Workaround developed under Sub Article b. above
      will be the final solution, if correcting the Error is technically impossible
      or
      is not commercially justifiable, or;

    (d)
      provide a justification why an Error is not eligible for
      correction.

     

    
      	
              4.6

            	
              Directly
                after an Error has been handled as described in Article 4.4, Collexis
                will
                report the Error handling result through e-mail to Customer including
                call
                number, the date the Error was handled and the solution that was
                applied.

            


    

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              5.

            	
              Location

            


    

     

    
      	
              5.1

            	
              Collexis
                will carry out Support within its premises unless the nature of the
                activities, as determined by Collexis, requires that these are carried
                out
                on Customer’s premises or elsewhere. In the latter case Collexis will
                consult Customer in advance. If Collexis carries out the above-mentioned
                activities elsewhere than on its own premises, travel and accommodation
                expenses will be payable to Collexis by Customer provided that advance
                approval is obtained from the Customer in
                writing.

            


    

     

    
      	
              6.

            	
              Exclusions

            


    

     

    
      	
              6.1

            	
              The
                Support & Maintenance Fees do not include the costs
                for:

            


    

    (a)
      information carriers that Collexis has supplied to Customer during the execution
      of and according to this Agreement;

    (b)
      waiting times, if an employee of Collexis is not immediately available to start
      the activities at the agreed time or cannot uninterruptedly carry them out,
      as a
      result of a cause attributable to Customer;

    (c)
      support associated with the underlying Third Party Software (including operating
      system, internet and database software) or the underlying hardware supplied
      by
      third parties.

     

    
      	
              6.2

            	
              Support
                does not include:

            


    

    (a)
      integration, installation and implementation of new Updates, Releases and
      Versions of the Collexis Software and integration, installation and
      implementation of additional modules of the Collexis Software;

    (b)
      training Collexis Software users; or

    (c)
      changed or updated Third Party Software in case this is not done by the
      respective Third Party Software provider(s) and provided to Customer by
      Collexis.

     

    
      	
              6.3

            	
              Customer
                is liable to Collexis for the costs of the services referred to above,
                if
                properly ordered by Customer Purchase Order and confirmed by Collexis
                Order Confirmation, at the agreed to rates and/or the prices for
                materials.

            


    

     

    
      	
              6.4

            	
              Collexis
                shall have no obligations to
                Support:

            


    

    (a)
      Collexis Software that has been altered, damaged or modified or any portion
      of
      the Collexis Software incorporated with or into other Software without the
      prior
      written consent of Collexis;

    (b)
      Software that is not the previous sequential Update, Release or Version or
      the
      then current Update, Release or Version available to Customer;

    (c)
      Software Errors resulting from the misuse, negligence, abuse or misapplication
      of the System by Customer or its authorized employees and agents;
      or

    (d)
      Collexis Software installed on any computer hardware that is not supported
      by
      Collexis or to which has been made changes without Collexis’ prior written
      consent.

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              6.5

            	
              All
                such Support services shall be performed in a diligent, effective
                and
                professional manner by professional employees skilled and trained
                to a
                level competent to perform all such services contemplated under this
                Agreement.

            


    

     

    
      	
              7.

            	
              Duration
                and Termination

            


    

     

    
      	
              7.1

            	
              This
                Agreement shall extend for the period defined in the Appendix “Special
                Conditions and License Fees” to the “Collexis License Agreement." Either
                party may prevent renewal of the Support Agreement by providing notice
                in
                writing at least three months prior to the start of the next renewal
                period.

            


    

     

    
      	
              7.2

            	
              In
                the event of material breach by Customer, Collexis may terminate
                this
                Support Agreement upon fifteen day written notice to and failure
                to cure
                the same by Customer.

            


    

     

    
      	
              8.

            	
              Rates
                and Payment

            


    

     

    
      	
              8.1

            	
              The
                Support & Maintenance Fees and their accompanying schedule of payment
                are specified in the Appendix “Special Conditions and License Fees” to the
                “Collexis License Agreement.”

            


    

     

    
      	
              9.

            	
              General

            


    

     

    
      	
              9.1

            	
              This
                Agreement is only valid if Customer has signed a Collexis License
                Agreement.

            


    

     

    
      	
              9.2

            	
              This
                Agreement may not be amended, except if in writing and signed by
                both
                parties.

            


    

     

    
      	
              9.3

            	
              The
                Collexis Terms and Conditions apply to this Agreement. In case of
                a
                contradiction or other inconsistency between the provisions of this
                Agreement and the Collexis Terms and Conditions, the provisions of
                this
                Agreement will prevail.

            


    

     

    


     

    IN
      WITNESS of which the parties have caused this Agreement to be executed in
      duplicate by their duly authorized representatives.

     

    Date:
      6/13/07

     

    
      	Atlanta, Georgia	Place: Washington, DC
	 	 
	Collexis, Inc.	National Institutes of Health
	 	 
	/s/ Bill
              Kirkland         
              	/s/ Karen D.
              Riggs         
              
	 	 
	Bill Kirkland	By: Karen D. Riggs
	Chief Executive Officer	Its: Contracting Officer, NLM
              6/22/07



    
       

      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

         

        

         

        COLLEXIS
          STANDARD TERMS AND CONDITIONS

         

        
          	
                  1.

                	
                  Definitions

                


        

        


        
          	
                  Agreement:

                	
                  Any
                    agreement between Collexis and Customer including these Terms
                    and
                    Conditions.

                


        

         

        
          	
                  Bespoke
                    Software:

                	
                  Software
                    in object code developed by Collexis specifically for Customer
                    based on
                    functional specifications drafted by Collexis or drafted by the
                    Customer
                    and accepted by Collexis.

                


        

         

        
          	
                  Collexis:

                	
                  Collexis,
                    Inc., with its office at Five Concourse Parkway, Suite 3000,
                    Atlanta, GA
                    30328, USA.

                


        

         

        
          	
                  Fingerprint:

                	
                  The
                    result of abstracting a text item with the Collexis Software
                    by
                    Customer.

                


        

         

        
          	
                  Collexis®
                    Software:

                	
                  The
                    software in object code developed by Collexis, including, without
                    limitation, and Updates, Versions and Releases issued by Collexis
                    from
                    time to time.

                


        

         

        
          	
                  Category
                    Definition:

                	
                  List
                    of weighted concepts developed by Customer to categorize
                    Fingerprints.

                


        

         

        
          	
                  Customer:

                	
                  The
                    company or organization that enters into an Agreement with
                    Collexis.

                


        

         

        
          	
                  Documentation:

                	
                  The
                    user documentation to the Collexis Software and any other Collexis
                    literature or date supplied with the same purpose by
                    Collexis.

                


        

         

        
          	
                  Equipment:

                	
                  A
                    product or products in the area of computer
                    hardware.

                


        

         

        
          	
                  Error:

                	
                  Any
                    reproducible failure of the Collexis Software to conform, in
                    all material
                    respects, to its specifications set out in the Product Description
                    or in
                    specifications expressly agreed between the
                    parties.

                


        

         

        
          	
                  First
                    Line Support:

                	
                  The
                    provision of limited assistance to the Support employees of Customer
                    by
                    telephone or in writing, including electronic mail, with respect
                    to the
                    installation and use of the Collexis
                    Software.

                


        

         

        
          
            
            

          

          
            Page
              1

            
              

            

          

          
            
            

          

        

         

        

         

        
          	
                  Intellectual
                    Property:

                	
                  Any
                    date including materials, notes, designs, models, technical data,
                    ideas,
                    research reports, and documentation; trade-secrets; know-how;
                    products,
                    processes, inventions, improvements and discoveries patentable
                    or
                    unpatentable; copyrights (registered or unregistered); and any
                    other
                    intellectual property rights, which are conceived and/or reduced
                    to
                    practice, in any country of the world relating to Product; “Intellectual
                    Property” further includes any trademarks (registered or unregistered),
                    service marks, trade names or other, similar designations of
                    origin used
                    in connection with Products and Collexis
                    Software.

                


        

         

        
          	
                  Order
                    Confirmation:

                	
                  The
                    written confirmation of an order by Collexis that specifies in
                    detail
                    which Collexis Products the order
                    concerns.

                


        

         

        
          	
                  Product
                    Description:

                	
                  The
                    product description made available by Collexis in which the Collexis®
                    Software is described.

                


        

         

        
          	
                  Products:

                	
                  Collexis
                    Equipment and Collexis Software.

                


        

         

        
          	
                  Release:

                	
                  Collexis
                    Software and Documentation in which corrections to one or more
                    Errors may
                    be included and which is extended with functionality within the
                    existing
                    modules. New Releases are registered by means of a decimal figure
                    (for
                    example 1.2a).

                


        

         

        
          	
                  Second
                    Line Support:

                	
                  (a)
                    the investigation and correction of or provision of Workarounds
                    for Errors
                    in the Collexis Software and
                    Documentation;

                


        

        
          	 	
                  (b)
                    the provision of Updates, Releases and Versions including instructions
                    for
                    the implementation of such modifications. New modules in Versions
                    are not
                    included;

                


        

        
          	 	
                  (c)
                    the updating of Collexis Software to the latest Update, Release
                    or
                    Version.

                


        

         

        
          	
                  Software:

                	
                  Any
                    software, including the Bespoke Software and Third Party Software,
                    other
                    than the Collexis® Software.

                


        

         

        
          	
                  Support
                    Employees:

                	
                  Sufficiently
                    trained employees of Customer serving as the contact personnel
                    for
                    Collexis with respect to First Line Support and Second Line
                    Support.

                


        

         

        
          	
                  System:

                	
                  The
                    central processing unit and other hardware and operating software
                    located
                       at Customer or, if a hosting agreement is applicable, at a
                    hosting party,
                    on which the software and Collexis Software is to be run, including
                    any
                    replacement computer system Customer is permitted to use pursuant
                    to the
                    terms of this Agreement or the hosting party is permitted to
                    use pursuant
                    to the terms of a hosting
                    agreement.

                


        

         

        
          
            
            

          

          
            Page
              2

            
              

            

          

          
            
            

          

        

         

        

         

        
          	
                  System
                    Incident:

                	
                  An
                    Error identified by Customer.

                


        

         

        
          	
                  System
                    Incident Report:

                	
                  A
                    standard form provided by Collexis for the registration of System
                    Incidents by Customer.

                


        

         

        
          	
                  Terms
                    and Conditions:

                	
                  These
                    standard terms and conditions of
                    Collexis.

                


        

         

        
          	
                  Thesaurus:

                	
                  A
                    structured dataset reflecting the domain specific knowledge used
                    by the
                    Collexis Software for generating
                    Fingerprints.

                


        

         

        
          	
                  Third
                    Party Software:

                	
                  The
                    software in object code developed by third parties, which has
                    been
                    embedded in or has been directly used in association with the
                    Collexis
                    Software.

                


        

         

        
          	
                  Update:

                	
                  Collexis
                    Software and Documentation in which corrections to one or more
                    Errors are
                    included. New Updates are registered by means of a letter (for
                    example
                    1.1b).

                


        

         

        
          	
                  Version:

                	
                  Collexis
                    Software and Documentation in which corrections to one or more
                    Errors may
                    be included and which may be extended with new functionality
                    within
                    existing modules may be extended and new modules are included.
                    New
                    Versions are registered by means of a new figure (for example
2.0a).

                


        

         

        
          	
                  Workaround:

                	
                  Bypass
                    of a recognized problem in a System. A Workaround is typically
                    considered
                    a temporary fix if some functionality of the Collexis Software
                    is impaired
                    after the Workaround is applied.

                


        

         

        
          	
                  2.

                	
                  General
                    Provisions

                


        

         

        
          	
                  2.1

                	
                  These
                    Terms and Conditions shall apply to all Agreements and Order
                    Confirmations
                    under which Collexis supplies to Customer products and/or services
                    of any
                    nature. No deviation from these Terms and Conditions shall be
                    valid unless
                    expressly agreed in writing by both
                    parties.

                


        

         

        
          	
                  2.2

                	
                  Any
                    applicability of terms and conditions of Customer is rejected,
                    unless
                    these terms and conditions are accepted in writing by
                    Collexis.

                


        

         

        
          	
                  2.3

                	
                  In
                    the event of nullity or annulment of any provision of these Terms
                    and
                    Conditions, the other provisions hereof shall remain in full
                    force and
                    effect and Collexis and Customer shall consult together in order
                    to agree
                    on new provisions to replace the provisions that are null or,
                    as the case
                    may be, annulled, duly observing as much as possible the object
                    and
                    purport of the provision that is null or
                    annulled.

                


        

         

        
          
            
            

          

          
            Page
              3

            
              

            

          

          
            
            

          

        

         

        

         

        
          	
                  3.

                	
                  Terms
                    of Payment

                


        

         

        
          	
                  3.1

                	
                  Collexis
                    and Customer may agree to use pricing and payment terms contained
                    in a
                    purchase order supplied by Customer. Collexis will be deemed
                    to accept the
                    pricing and payment terms contained in such purchase order upon
                    creation
                    of the Order Confirmation based on such Purchase
                    Order.

                


        

         

        
          	
                  3.2

                	
                  If
                    any delivery, installation or the completion of any service is
                    delayed by
                    Customer, any associated costs will be paid by Customer according
                    to the
                    terms of an additional purchase order negotiated by the parties
                    for the
                    agreed upon amount thereof. Collexis, at its sole discretion,
                    has the
                    right to halt any installation or completion of any service so
                    delayed by
                    Customer upon written notice to Customer, until an additional
                    purchase
                    order and Order Confirmation for such agreed upon costs are paid
                    by
                    Customer. All deadlines, due dates, or project timelines imposed
                    by
                    Customer upon Collexis shall be shifted or expanded to accommodate
                    the
                    time required to negotiate an additional Purchase Order. The
                    Customer is
                    not obligated to pay such agreed upon costs unless a purchase
                    order is
                    issued that reflects the agreed upon costs. Collexis is not obligated
                    to
                    continue any installation or provision of any service so delayed
                    by
                    Customer unless Customer agrees to pay such agreed upon
                    costs.

                


        

         

        
          	
                  3.3

                	
                  If
                    Customer fails to pay timely an outstanding debt, Collexis can
                    refuse to
                    fulfill its obligations and can eventually suspend its guarantee,
                    provision of services and support
                    obligations.

                


        

         

        
          	
                  4.

                	
                  Retention
                    of Title and Rights

                


        

         

        
          	
                  4.1

                	
                  Title
                    to all Equipment supplied to Customer shall continue to be held
                    by
                    Collexis until all amounts payable by Customer with respect to
                    the
                    Equipment supplied or to be supplied under the Agreement, or
                    the work done
                    or to be done there under, have been paid under the terms agreed
                    upon by
                    Collexis and Customer.

                


        

         

        
          	
                  4.2

                	
                  No
                    rights shall be granted or, as the case arises, transferred to
                    Customer
                    except on condition that the agreed considerations are paid under
                    the
                    terms agreed upon by Collexis and
                    Customer.

                


        

         

        
          	
                  5.

                	
                  Specifications

                


        

         

        
          	
                  5.1

                	
                  Provided
                    Collexis notifies Customer in advance, Collexis may deliver replacement
                    or
                    altered Equipment, Collexis Software, or Bespoke Software instead
                    of the
                    Equipment, Collexis Software, or Bespoke Software ordered by
                    Customer, as
                    long as the operation and capacity are not substantially different
                    from
                    the specifications of that originally
                    ordered.

                


        

        
           

          
            
            

          

          
            Page
              4

            
              

            

          

          
            
            

          

        

         

        

        
           

          
            	
                    5.2

                  	
                    If
                      data transmission rates concerning the Equipment are mentioned,
                      they are
                      always subject to the limitations that can be placed by an
                      authorized
                      governmental or other organization on the use of telecommunication
                      lines
                      or with respect to the availability of telecommunication equipment
                      and
                      lines.

                  


          

           

        

        
          	
                  6.

                	
                  Care
                    and use of the Equipment and Collexis
                    Software

                


        

         

        
          	
                  6.1

                	
                  Customer
                    will use the Equipment and Collexis Software in the manner described
                    in
                    the Product Description. Customer will supervise the correct
                    use of the
                    Equipment and Collexis Software (including any routine maintenance
                    that
                    will be carried out by Customer and any amendments or additions,
                    made by
                    Customer and authorized by Collexis) in such a way that agrees
                    with the
                    reasonable instructions that are or will be
                    given.

                


        

         

        
          	
                  6.2

                	
                  Unless
                    agreed otherwise in writing between the parties, Customer will
                    provide
                    backup facilities, restart procedures, and checks on accuracy
                    and security
                    of data.

                


        

         

        
          	
                  7.

                	
                  Intellectual
                    Property Rights

                


        

         

        
          	
                  7.1

                	
                  All
                    intellectual property, including, without limitation, the Collexis
                    Software, Documentation, and Equipment, and rights thereto, provided
                    by
                    Collexis under the Agreement, other than the Fingerprints, Category
                    Definitions, Thesaurus and Bespoke Software, is the sole property
                    of
                    Collexis or its licensors. Customer shall acquire only such licenses,
                    rights of use and powers as are explicitly granted
                    hereunder.

                


        

         

        
          	
                  7.2

                	
                  Customer
                    is aware that the Collexis Software and Equipment provided contain
                    confidential information and trade secrets of Collexis or Collexis
                    licensors. Without prejudice to the provisions of Article 9,
                    Customer
                    undertakes to keep such Collexis Software and Equipment secret
                    and not
                    make third parties acquainted with them or grant their use to
                    the same,
                    and to use them only for the purpose for which they were placed
                    at the
                    Customer’s disposal, to the extent possible under Federal law, regulation
                    and policy. The expression ‘third parties’ includes any such persons
                    working in Customer’s organization who do not necessarily have to use the
                    Collexis Software or Equipment.

                


        

         

        
          	
                  7.3

                	
                  Customer
                    will not be permitted to remove from or change in the Collexis
                    Software or
                    Equipment any designation, if incorporated therein, concerning
                    copyrights,
                    trademarks, trade names or other Intellectual Property rights,
                    including
                    any indications concerning the confidential nature and secrecy
                    of the
                    Collexis Software.

                


        

        
           

          
            
            

          

          
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                    7.4

                  	
                    Collexis
                      will be permitted to take technical measures to protect the
                      Collexis
                      Software providing such measures are disclosed to and accepted
                      by the
                      Customer. If Collexis has secured the Collexis Software by
                      means of some
                      technical protection and obtained Customer approval, Customer
                      will not be
                      permitted to remove or evade such protection. Customer will
                      not agree to
                      measures that unnecessarily give Collexis insight into Customer’s
                      operations and activities. If the protective measures result
                      in Customer
                      being unable to make a back-up copy of the Collexis Software,
                      Collexis
                      shall provide Customer with a back-up copy of the Collexis
                      Software at the
                      latter’s request.

                  


          

           

        

        
          	
                  7.5

                	
                  Except
                    where Collexis provides Customer with a back-up copy of the Software,
                    Customer shall be entitled to keep, which must be understood
                    to include
                    ‘to make’, one single back-up copy of the Software. For the purposes
                    hereof a back-up copy is a material object on which the Software
                    is
                    recorded for the sole purpose of replacing the original copy
                    of the
                    Software in the event of involuntary loss of possession or damage.
                    The
                    back-up copy must be an identical copy and always be labeled
                    with the same
                    labels, and bear the same indications, as the
                    original.

                


        

         

        
          	
                  7.6

                	
                  Collexis
                    shall indemnify Customer against any action at U.S. law based
                    on the
                    allegation that any Collexis Software developed by Collexis itself
                    infringe(s) any intellectual or industrial property right provided
                    the
                    Customer: (a) gives Collexis prompt written notice of such claim;
                    (b)
                    gives permission to Collexis to manage the defense or settlement
                    of such
                    claim, in consultation with Customer; and (c) reasonably cooperates
                    at the
                    sole cost and expense of Collexis with Collexis in the resolution
                    of such
                    claim.

                


        

         

        
          	
                  7.7

                	
                  Customer
                    agrees that if the use of the Collexis Software becomes, or is
                    reasonably
                    likely to become the subject of a patent or copyright infringement
                    claim,
                    it may, as its sole recourse and remedy request Collexis, at
                    Collexis’
                    sole option, cost and expense to: (a) promptly procure for the
                    Customer
                    the right to continue to use the Collexis Software; (b) replace
                    the
                    Collexis Software with an alternative that functions substantially
                    the
                    same; or (c) modify the Collexis Software so that it becomes
                    non-infringing, but in a manner which causes it to functional
                    substantially the same prior to modification. If Collexis determines
                    that
                    none of the foregoing alternatives is reasonably available, then
                    Collexis
                    may terminate this Agreement and refund to Customer a pro-rata
                    portion of
                    the Support & Maintenance Fees as would be attributable to that part
                    of the calendar month for which no further Support is provided
                    by
                    Collexis.

                


        

         

        
          	
                  8.

                	
                  Limitation
                    of Liability

                


        

         

        
          	
                  8.1

                	
                  Customer
                    shall report any alleged breach or damage to Collexis in writing
                    within a
                    reasonable time period which shall not exceed 60 days after Customer
                    has
                    knowledge of such breach or damage so that Collexis may have
                    an
                    opportunity to cure the same. UNDER NO CIRCUMSTANCES SHALL COLLEXIS’ TOTAL
                    LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED
                    THE TOTAL
                    AMOUNT PAID BY CUSTOMER TO COLLEXIS FOR SUPPORT AND MAINTENANCE
                    FEE IN THE
                    TWELVE MONTHS PROCEEDING SUCH ALLEGED BREACH OR
                    DAMAGE.

                


        

        
           

          
            
            

          

          
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                    9.

                  	
                    Confidential
                      information and Article prohibiting takeovers of
                      staff

                  


          

           

          
            	
                    9.1

                  	
                    Except
                      as specifically set forth in the Agreement and these Terms
                      and Conditions,
                      each party agrees not to use confidential information from
                      the other party
                      or to make available to a third party, unless it is impossible
                      not to do
                      so when conforming to these terms and conditions or under Federal
                      law,
                      regulation or policy. Collexis® Software is considered by Collexis to be
                      confidential information of Collexis and is recognized as such
                      by
                      Customer. Data input by Customer will be treated as confidential
                      by
                      Collexis and remains the property of the Customer. If Customer
                      so desires,
                      Collexis is prepared to sign a mutually acceptable declaration
                      of
                      confidentiality from Customer.

                  


          

           

        

        
          	
                  9.2

                	
                  Neither
                    party shall, for the duration of the Agreement and for six months
                    after
                    termination thereof, take on any employees of the other party
                    who were
                    involved in the execution of the Agreement, or have such employees
                    work
                    for the same either directly or indirectly, unless after proper
                    businesslike consultation with the other party has taken
                    place.

                


        

         

        
          	
                  10.

                	
                  Termination

                


        

         

        
          	
                  10.1

                	
                  Collexis
                    and Customer may agree to use termination terms contained in
                    a purchase
                    order supplied by Customer. Collexis will be deemed to accept
                    the
                    termination provisions contained in such purchase order upon
                    creation of
                    the Order Confirmation based on such purchase
                    order.

                


        

         

        
          	
                  11.

                	
                  Force
                    Majeure

                


        

         

        
          	
                  11.1

                	
                  Neither
                    party shall be bound to meet any obligation if prevented from
                    doing so as
                    a consequence of force majeure. The expression ‘force majeure’ shall
                    include, but not be limited, to the outbreak of war or diseases,
                    strikes,
                    natural disasters, or government regulation preventing contractor
                    performance.

                


        

         

        
          	
                  11.2

                	
                  If
                    a situation of force majeure has lasted for more than ninety
                    days, the
                    parties shall be entitled to terminate the Agreement by rescinding
                    it in
                    writing. In that case any performance which has already taken
                    place
                    pursuant to the Agreement shall be settled proportionately without
                    either
                    party being thereafter indebted to the other in any other
                    amount.

                


        

        
           

          
            
              
              

            

            
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                    12.

                  	
                    General

                  


          

           

          
            	
                    12.1

                  	
                    Collexis
                      may at all time transfer its rights resulting from the Agreement
                      with
                      Customer providing novation procedures specified in Federal
                      Acquisition
                      Regulations 41.12 are followed. Customer may only transfer
                      its rights
                      resulting from the Agreement after written approval of Collexis.
                      Such
                      consent will not be delayed or withheld from Customer on unreasonable
                      grounds.

                  


          

           

          
            	
                    12.2

                  	
                    All
                      notifications within the context of the Agreement from the
                      one party to
                      the other party will be addressed to the respective addresses
                      of the
                      parties as recorded on the Order Confirmation or as supplied
                      by the one
                      party to the other.

                  


          

           

          
            	
                    12.3

                  	
                    The
                      Agreements shall be construed, and the rights and liabilities
                      of the
                      parties hereto determined, in accordance with applicable U.S.
                      Federal
                      law.

                  


          

           

          
            
              
              

            

            
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