In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: SCHEDULE B

Customization Schedule

This Customization Schedule is attached to the Software License, Customization and Maintenance Agreement (the Agreement) executed by and between Bank of America, N.A. (Bank of America) and <<enter Company Name>> (Supplier). The Customizations identified hereunder shall be subject to the terms and conditions of that Software License, Customization and Maintenance Agreement referenced above.

Bank of America wishes to obtain the Customizations herein defined, and Supplier wishes to delivery those Customizations, on the terms and conditions of the Agreement and this Customization Schedule.

1. The Customizations shall fulfill or exceed all of the functional, performance and other specifications described in the Program Materials and the documents prepared either by Bank of America or Supplier pursuant to this Agreement. as indicated below.

No later than <<enter Customization Documents Delivery Date>>, Supplier shall deliver to Bank of America the documents described below for this Customization. The detailed specifications so delivered shall be incorporated herein when approved by Bank of America.

System Solution

Functional Specifications

System Design Specifications

 Test Specifications





Supplier acknowledges receipt of the following documents from Bank of America:

 Detailed Requirements





2.  Bank of America Customizations:





3.  Supplier Customizations:



      Proprietary to Bank of America  B-1  vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018





4. Fees for Customizations:

[SPECIFY TIME AND MATERIALS RATES ([Indicate any not to exceed limit on T&M Customization costs) OR FIXED PRICE]

If the proposed price Is Increased by Supplier upon delivery to Bank of America of detailed specifications or at any other time hereafter, Bank of America may terminate this Schedule and shall receive a refund of all amounts previously paid hereunder.

5. Unless otherwise specified herein, the environment for this Customization Is the same as described on Product License Schedule A to this Agreement.

6 The Delivery and Installation Schedule for this Customization is:

Delivery Date:

Installation Date:

[Insert any other Schedule Information pertaining to the Delivery or Installation of the Product]

7. [Add any special items. e.g., special payment Schedule, for this Schedule.]

8. Project Personnel:

 Bank of America Project Administrator:   Supplier Project Administrator:



 Bank of America Project Manager:   Supplier Project Manager:



  THE FOREGOING IS UNDERSTOOD AND AGREED TO BY:

<<enter Company Name>> (Supplier)   Bank of America, N.A. (Bank of America) By:    By:

Name:    Name:   Title:    Title:   Date:    Date:      Proprietary to Bank of America  B-2  vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018 
Question: Highlight the parts (if any) of this contract related to Parties that should be reviewed by a lawyer. Details: The two or more parties who signed the contract
Example Output: Supplier

Example Input: Exhibit 10.16



MARKETING AFFILIATE AGREEMENT

This Agreement is made this 1s t day of October 2008, (the Effective Date),  by and between Equidata, Inc., a corporation  organized under the laws of Virginia with its principal place of business at 724 Thimble Shoals Boulevard Newport News, Virginia  23606 (Equidata), and National Credit Report.com, LLC a Corporation organized under the laws of Florida, with its principal  place of business at 7700 N. Congress Ave, Suite 3113, Boca Raton FL33487 (Marketing Affiliate).

RECITALS

Therefore, if accepted all parties agree that the following shall constitute a marketing agreement between the parties.

TERMS AND CONDITIONS

Permission. Subject to the terms and conditions of this Agreement, Marketing Affiliate may display Marketing Materials at its  principal place(s) of business, or at the principal place(s) of its third party partners, together with a link from the Marketing  Affiliate Web Site to Fquidata (and its partners) Web Site. Marketing Materials may also be used in the marketing of potential customers through direct mail and personal solicitation as well as inbound and outbound telemarketing. Marketing Affiliate may  not otherwise offer for sale, market, sell or distribute the Services of Equidata without express written permission.

1.   Equidata provides certain personal credit, fraud detection, credit scoring services and credit monitoring for consumers, the  (Services).    2.   Marketing Affiliate and Equidata wish to enter into an agreement under which Marketing Affiliate may market the Services.    3.   Marketing Affiliate wishes to market the Services indirectly through third party programs, direct mail, Internet and both  inbound and outbound telemarketing. In addition, each may own and operate a web site utilizing direct access to the  Services through Internet links.

  1.   Compensation. Marketing Affiliate shall be responsible for collecting all amounts due directly from the Consumer and  shall bear sole responsibility for non-payment of any fees charged to the Consumer. Marketing Affiliate shall pay to  Equidata, as compensation for its providing of Services under this agreement, such amounts as outlined and detailed in  Exhibit A attached hereto. Such amounts shall be billed on a bi-monthly basis by Equidata and are due and payable in  full by Marketing Affiliate 30 days from the invoice date. The prices set forth in Exhibit A do not include regulatory  fees, sales tax, excise tax or any other fees or taxes that may be charged by states or local taxing authorities nor does it  include additional fees or surcharges, including specific area Affiliate charges that may be accessed by the Credit  Reporting Agencies (CRA's). Said amounts charged to Equidata will be billed separately to Marketing Affiliate and are  due immediately upon receipt. Marketing Affiliate agrees to reimburse Equidata all costs of collecting any past due  amounts from Marketing Affiliate by reason of non payment, including reasonable attorney fees and disbursements. Equidata reserves the right to increase the base cost of Services. Notice will be given to Marketing Affiliate in writing  no less than 30 days prior to such increase taking affect. A development fee, yet To Be Determined and outlined in  Exhibit A, is due upon a signed agreement of project scope.          Marketing Affiliate agrees to pay promptly and in full all charges incurred through services rendered when billed.  When paying by credit card, the Marketing Affiliate agrees to pay for all items that are revoked or disputed by the  credit card company or the card holder along with any charges or fees charged by the credit card company including  fees associated with processing the credit card transaction and that the Marketing Affiliate will be billed for those items  in accordance with Equidata standard practices. Marketing Affiliate and the undersigned principal, partner or owner  further agree that this Agreement will serve as a personal guaranty by the undersigned principal, partner or owner of  the company, and the undersigned principal, partner or owner will become responsible for any unpaid balance past due  on any invoice. The Marketing Affiliate agrees to pay a late charge of 1 l/2% per month on the unpaid, past-due amount  as well as a returned check fee of not less than $35.00 per returned item. In addition, the Marketing Affiliate agrees to  pay 25% attorney's fees plus court cost in the event that the Marketing Affiliate's account is referred to an attorney for  collection.      2.   Disputes. In the case of disputed charge, defined as a non-payment of an invoice for which notice of dispute has been  given in writing by Marketing Affiliate to Equidata, Equidata or Marketing Affiliate may choose arbitration and  Marketing Affiliate and Equidata shall be obligated by the terms agreed upon by arbitration and all monies determined  owed shall be considered due and payable immediately. Such arbitration does not relieve Marketing Affiliate from its  obligation to promptly pay for undisputed charges in accordance with the terms of this Agreement. Such disputes shall  be settled by arbitration in the City of Newport News, Virginia.          Marketing Affiliate shall give Equidata written demand of dispute within 10 days of the due date of the invoice. The  demand shall set forth a statement for the nature of the dispute and the amount involved. If Equidata and Marketing  Affiliate can not resolve the dispute on their own within 10 days after Equidata receive said dispute, the parties shall  jointly select an arbitrator.                     Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







    If the parties do not agree on the selection of an arbitrator, each party will select an arbitrator of their choosing, and the two  arbitrators will jointly select a third arbitrator(s). Not later than 5 calendar days after the arbitrator(s) have been selected, the  arbitrator(s) shall schedule the arbitration hearing to commence on a mutually convenient date. The hearing shall commence  no later than 25 calendar days after Equidata receives receipt of dispute from Marketing Affiliate and shall continue from day  to day until completed. The arbitrator(s) shall issue an award in writing no later than 10 calendar days after the conclusion of  the hearing. The arbitration award shall be final and binding on both parties.    3.   Operational Specifications. Marketing Affiliate and Equidata shall agree upon Operational Specifications pertaining to the  methodology and logistics of data transfer and database coordination. Upon mutual agreement as to the Operational  Specifications, they shall be deemed to be a part of this Agreement by way of an Exhibit. Both parties must agree upon any  changes to the Operational Specifications in writing. Any such changes will be deemed to be a part of the Operational  Specifications.    4.   Non-solicitation of Clients. Marketing Affiliate shall not directly or indirectly solicit an existing business customer of  Equidata during the term and condition of this Agreement other than for joint marketing purposes. Further, Marketing  Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.    5.   Compliance. Marketing Affiliate nor Equidata, shall engage in any practice or activity that is not in compliance with the Fair  Credit Reporting Act (FCRA), the Fair Debt Collection Practices Act (FDCPA) and the Health Insurance Portability and Accountability Act (HIPAA) as well as, but not limited to, any practice or activity that:

  5.1.   Violates any applicable law or regulation; including but not limited to the sale of illegal goods or the violation of export  control or obscenity laws; that invade the privacy of any third party; that are in any way connected with the  transmission of junk mail,  spam  or the unsolicited mass distribution of e-mail, or with any unethical marketing  practices.      5.2.   Is misleading, deceptive, confusing or abusive as outlined in the Telemarketing Fraud Prevention Act;      5.3.   Makes any representation or statement, or grants any warranty or creates any other obligation with respect to the  Services, that is in addition to or otherwise inconsistent with any representation, statement or warranty stated  expressly by Equidata.      5.4.   Uses Marketing Materials, media or methods that are not approved, including, but nor limited to telemarketing scripts.  Such approval shall not be unreasonably withheld and shall be completed within 48 hours of receipt of Marketing  Materials for review.      5.5.   Does not meet the standards for good industry practices for the direct marketing industry.      5.6.   Further guidelines and requirements are provided in Exhibit B and C.

6.   Audit. Equidata may audit, at Equidata's expense, the Marketing Affiliate's marketing, practices and activities for the  purpose of assuring compliance with this Agreement. Equidata reserves the right to site inspect Marketing Affiliate's  physical location of business at any time.    7.   Term and Termination. This Agreement commences on the Effective Date, and terminates, along with all licenses and  authorizations granted under it, upon the earliest of termination in accordance with the following.

  7.1.   This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.      7.2.   This Agreement may be terminated by either party with cause upon thirty (30) days written notice. Upon Marketing  Affiliate's default in payment or other breach of this Agreement, Equidata may terminate this Agreement without notice  to Marketing Affiliate. Upon termination for any reason, Equidata reserves the right to deactivate Marketing Affiliate's  access to the services including the Equidata Web Site. Termination does not release Marketing Affiliate from paying  all amounts owed to Equidata.      7.3.   At time of Agreement termination, Marketing Affiliate shall immediately remove all URL related data pertaining to said  Agreement; and if data is not voluntarily removed, Equidata reserves the right to use all available legal resources to  force the removal of Equidata URL related data and Marketing Affiliate agrees to be liable for the cost of such action,  including but not limited to reasonable attorney fees.      7.4.   Equidata reserves the right to terminate this Agreement immediately for cause if Experian, Equifax and/or TransUnion  (Credit Reporting Agencies — CRAs) decline to render Services to Marketing Affiliate for any reason or if Equidata is  notified by any of the CRAs to cease rendering Services to Marketing Affiliate.

8.   Representations and Warranties. Marketing Affiliate represents and warrants that:

  8.1   Marketing Affiliate does not engage in any business with respect to, and the Marketing Affiliate Web Site will not be  used, or display any materials, in any form or medium, in connection with a credit clinic, credit repair or restoration,  credit counseling firm, financial counseling firm, detective agency, private investigation, security services, practice of  law, news reporting or journalism, or fraudulent or unethical conduct.      8.2.   The information regarding Marketing Affiliate set forth in this Agreement, and the information provided to Equidata  with respect to Marketing Affiliate and the Marketing Affiliate Web Site, is accurate; and      8.3.   Marketing Affiliate's business, including without limitation any business conducted in connection with the Marketing

Source: STEEL VAULT CORP, 10-K, 12/24/2008





Affiliate Web Site, does not violate any applicable law, regulation, court order or material agreement to which  Marketing Affiliate is subject.      8.4.   Equidata warrants that it is an authorized provider of the Services as outlined in this Agreement and that it has the  ability to provide said Services in the manner described herein.                Page 2 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







Accepted and Agreed:  Executive two (2) copies and return executed copies to:

9.   Indemnification. Equidata and Marketing Affiliate each hereby agree to defend, indemnify and hold harmless each other and  each of its employees, agents, officers, directors and shareholders from and against any claims, suits, demand or actions  arising from breach of any warranties under this Agreement or failure to provide Services under this Agreement.    10.   Proprietary Information. Marketing Affiliate and Equidata mutually acknowledge that from time to time Confidential  Information may be received by each. Confidential Information, includes, but is not limited to, Customer names and lists. The  Receiving Party may not disclose or use the Disclosing Party's Confidential and Proprietary Information for any reason other  than in the performance of this Agreement. It is agreed any information received or collected by Marketing Affiliate about its  Customers or potential Customers, including information used to enroll Customers is Proprietary as defined by this section  and will not be used by Equidata in any manner other than as outlined herein.    11.   Liability. MARKETING AFFILIATE ACKNOWLEDGES AND AGREES THAT ANY PRODUCT, SERVICE, LICENSE OR  PERMISSION PROVIDED BY EQUIDATA UNDER THIS AGREEMENT IS PROVIDED ON AN AS IS BASIS. EQUIDATA  EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND  EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,  NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR FREE. IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY. EVEN IF EQUIDATA, MARKETING AFFILIATE OR BOTH  HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, MARKETING AFFILIATE AGREES TO  DEFEND, INDEMNIFY AND HOLD HARMLESS EQUIDATA, AND EACH OF ITS EMPLOYEES, AGENTS, OFFICERS  AND DIRECTORS, FROM AND AGAINST ANY CLAIM, SUIT, DEMAND, OR ACTION, INCLUDING WITHOUT  LIMITATION ATTORNEY FEES, ARISING FROM (A) BREACH OF THIS AGREEMENT BY MARKETING AFFILIATE, (B)  THE MARKETING AFFILIATE WEB SITE, OR (C) MARKETING AFFILIATE'S BUSINESS.    12.   Miscellaneous. This Agreement binds and inures to the benefit of each party's permitted successors, assigns and legal  representatives, including the purchasers of the stock or assets of either party hereto. No delegation by either party of any  duty hereunder shall be deemed an assignment of this Agreement, nor shall any change in control or an assignment of by  operation of law by either party be deemed an assignment hereunder. Any failure or delay in exercising, or any single or  partial exercise of, any right or remedy by either party may not be deemed a waiver of any further, prior, or future right or  remedy hereunder. This Agreement is governed by and construed in accordance with the laws of the State of Virginia. All  notices required to be given in writing must be sent by overnight delivery service to the name and address designated in this  Agreement or to such other address that the receiving party may in advance designate by written notice. Notice is deemed effective on the day after delivery by the overnight carrier. If any provision of this Agreement is declared invalid, the other  provisions remain in full force and effect and this Agreement is deemed to be amended to replace, to the extent legally  possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of  consideration. The Parties shall operate as Independent Contractors in performing their obligations under the Agreement  and shall have exclusive control of the manner and means of performing such obligations. Each party shall be solely  responsible for supervision, daily direction and control of its employees and payment of their salaries, worker's  compensation, disability and other benefits. Nothing in the Agreement shall be construed as making either party the agent of  the other party, as granting to the other party the right to enter into any contract on behalf of the other party, or as  establishing an association, franchise, joint venture or partnership between the Parties. Under no circumstances shall the  employees of one party be deemed to be employees of the other for any purpose. This Agreement constitutes the entire  understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous  agreements, statements and representations, oral or written, between the parties relating to the subject matter of the  Agreement. No representation or promise, or modification or amendment to this Agreement is binding on either party unless  in writing signed by authorized representatives of both parties.

                      Company Name: Equidata, Inc.  Marketing Affiliate Name: National Credit Report LLC                  Address: 724 Thimble Shoals Blvd. Newport News, VA 23606   Address: 7700 N Congress AVE, Suite 3113 Boca Raton, FL  33487                  Phone Numbers: 757-873-0519 / 800-288-9809   Fax: 757-873-1224   Phone Numbers: 561-910 8900

                 Email Address: Kchase@equidata.com  Email Address: ivan.posniak@nationalcreditreport.com                  Print Name: Kitty Chase     Print Name: Ivan Posniak      Title:   SVP     Title:  CEO      Signature:  /s/ Kitty Chase     Signature:  /s/ Ivan Posniak

              Page 3 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output: IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Example Input: [INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                       5

                                   SCHEDULE 3

Project Managers

The Publishers:

Project Manager - --------------- Ian Bannerman Blackwell Science Ltd Osney Mead Oxford OX2 0EL UK e-mail: ian.bannerman@blacksci.co.uk tel: +44 (0)1865 206101

Deputy Project Manager - ---------------------- Martin Clutterbuck Blackwell Science Ltd Osney Mead Oxford OX2 0EL UK e-mail: martin.clutterbuck@blacksci.co.uk tel: +44 (0)1865 206110

Deputy Project Manager - ---------------------- Anders Geertsen Munksgaard International Publishers Ltd 35 Norre Sogade, P.O. Box 2148 1016 Copenhagen K Denmark e-mail: ag@mail.munksgaard.dk tel: +45 77 33 31 03

HealthGate:

Project Manager - --------------- Mark Israel HealthGate 380 Pleasant Street Suite 230 Malden MA 02148 USA tel: 781 321 6000 Ext 248 e-mail: misra@healthgate.com

Deputy Project Manager - ---------------------- Rick Lawson HealthGate 380 Pleasant Street Suite 230 Malden MA 02148 USA tel: 781 321 6000 Ext 211 e-mail: lawson@healthgate.com

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                       6

                                   SCHEDULE 4

                                        3

SCHEDULE 4

ESCROW AGREEMENT

When the annexed escrow agreement is entered, the terms shall include those set out in the annexed letter from NCC Escrow International, the escrow agent, of 12 March 1998 by way of variation of NCC document STD001Y2K.UK.

The Required Information at ii) shall be provided by the parties. The date of the Licence Agreement shall be the date of this agreement. The name of the





package shall be HealthGate Electronic Journal Proprietary Software. These words shall also appear in Schedule 1 of the escrow agreement. The parties shall provide the medium on which the source code shall be supplied, which in default of agreement shall be such medium as the escrow agent NCC Escrow International Limited thinks fit.

The fees to be inserted in Schedule 4 of the Escrow Agreement shall be the then applicable fees of NCC Escrow International Limited.

The Escrow Agreement shall be signed by HealthGate and Blackwell Science Limited.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

                                                   NCC ESCROW INTERNATIONAL

12 March 1998                                      National Computing Centre                                                    Oxford House, Oxford Road                                                    Manchester M1 7ED, UK

                                                   Telephone: +44(O)161 228 6333                                                    Facsimile: +44(0)161 242 2275                                                    e-mail: escrow@ncc.co.uk

Mr J S  Saunders                                   [NCC LOGO] Linnells, Solicitors Greyfriars Court Paradise Square Oxford OX1 1BB

Dear Mr Saunders

Proposed Escrow Agreement: Healthgate Data Corp / Blackwell Science Ltd / NCC

I confirm that NCC is willing to enter into our standard form escrow agreement std001y2k.uk with the following amendments by reference to the appropriate clauses:

(2)   Add the words and/or companies in the Blackwell Science Ltd group after       Blackwell Science Ltd.

6.1.6 A new clause: there is a Change in Control of the Owner. For the purposes       of this clause, a person shall have Control of a company if he holds,       directly or indirectly, shares which together with shares held by any       persons acting in concert with him carry 50% or more of the voting rights       of that company, and Change in Control shall be interpreted accordingly.       Words and phrases in the City Code on Take-overs and Mergers shall have       the same meaning here.

6.1.7 A new clause: the Licensee exercises its option under clause 10.4.1 of       the Licence Agreement.

11.4  Replace with: If the obligations in clause 31 of the Licence Agreement       have terminated this Agreement will automatically terminate on the same       date.

Yours sincerely

/s/ Carmel Gorman

Carmel Gorman NCC Escrow International

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

[NCC Escrow International logo]

This document is to be used where an Owner deposits source code on behalf of a single user only.

PROCEDURE:

      The required information sheet on page ii should be completed, detached       and returned by fax or post to NCC at the following address:

      Contracts Administrator       NCC Escrow International Limited       Oxford House, Oxford Road       Manchester M1 7ED, England

      Telephone: +44 (0) 161 242 2109       Facsimile: +44 (0) 161 242 2275       E-mail: escrow@ncc.co.uk

i.    NCC will check the required information and will then send out signature       copies of the Escrow Agreement, together with the relevant invoices. A       reference number will be given in respect of that agreement which must be       quoted in all correspondence.

ESCROW 2000





ii.   When the Owner and the Licensee have signed the Escrow Agreement all       copies must be returned to NCC.

iii.  NCC will sign and date the Agreement and a signed copy will be sent to       each party.

iv.   The Owner should then lodge the Material.

NB: Until all parties sign the Escrow Agreement no binding escrow arrangements have been made.

                                     single                                     licensee                                    ----------                                            UK

Version 1: August 1997                                                         i

FAO: P. FLEMING                                             REQUIRED INFORMATION - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- OWNER

[-1] Company Name                  ---------------------------------------------------------------

[-2] Registered Office                       ----------------------------------------------------------

- --------------------------------------------------------------------------------

Correspondence Address                       ----------------------------------------------------------

*[-3] Company Registration Number                   *VAT Number                                  -------------------           -----------------

Telephone Number                                    Fax Number                 ------------------------------------          ------------------

Contact Name                               Position in Company             -------------------------------                   ------------------

*only applicable to countries within the EU - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- LICENSEE

[-4] Company Name                  ---------------------------------------------------------------

[-5] Registered Office                       ----------------------------------------------------------

- --------------------------------------------------------------------------------

Correspondence Address                       ----------------------------------------------------------

*[-6] Company Registration Number                   *VAT Number                                  -------------------           -----------------

Telephone Number                                    Fax Number                 ------------------------------------          ------------------

Contact Name                               Position in Company             -------------------------------                   ------------------

*only applicable to countries within the EU - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- OTHER DETAILS

[-7] Name of Package                     ------------------------------------------------------------

- --------------------------------------------------------------------------------

INSURANCE FEE (complete if appropriate) - -------------------------------------------------------------------------------- Standard NCC limitation of liability is St(pound)500,000 (no charge).

There is a charge of St(pound)100 (annual fee) for each additional St(pound)500,000.

Maximum liability is St(pound)5,000,000.





Please indicate required liability                                        --------------------------

- --------------------------------------------------------------------------------

                                            ------------------------------------ FEES PAYABLE (tick as appropriate)                 Owner       Licensee - -------------------------------------------------------------------------------- Initial Fee - -------------------------------------------------------------------------------- Annual Fee - -------------------------------------------------------------------------------- Update Fee (payable in the event of more than 4 updates per annum) - -------------------------------------------------------------------------------- Storage Fee (payable if the source code exceeds one cubic foot) - -------------------------------------------------------------------------------- Annual liability fee payable (if appropriate) - -------------------------------------------------------------------------------- Release Fee (plus NCC's reasonable expenses)                      X - --------------------------------------------------------------------------------

ii                                                        Version 1: August 1997

(C) NCC Escrow International Limited 1997                           STD001Y2K.UK

[NCC Escrow International logo]

                                                            SINGLE LICENSEE (UK)                                                                      ESCROW 2000 - -------------------------------------------------------------------------------- ESCROW AGREEMENT:                                DATED:

Between:

(1)   [-1] whose registered office is at [-2] (CRN: [-3]) (the Owner);

(2)   [-4] whose registered office is at [-5] (CRN: [-6]) (the Licensee); and

(3)   NCC ESCROW INTERNATIONAL LIMITED whose registered office is at Oxford       House, Oxford Road, Manchester M1 7ED, England (CRN:3081952) (NCC).

Preliminary:

(A)   The Licensee has been granted a licence to use a software package       comprising computer programs.

(B)   Certain technical information and documentation describing the software       package are the confidential property of the Owner and are required for       understanding, maintaining and correcting the software package.

(C)   The Owner acknowledges that in certain circumstances the Licensee may       require possession of the technical information and documentation held       under this Agreement.

(D)   Each of the parties to this Agreement acknowledges that the considerations       for their respective undertakings given under it are the undertakings       given under it by each of the other parties.

It is agreed that:

1     Definitions

      In this Agreement the following terms shall have the following meanings:

      1.1   Full Verification Service means those bespoke tests agreed between             the Licensee and NCC for the verification of the Material;

      1.2   Intellectual Property Rights means copyright, trade secret,             patent, and all other rights of a similar nature;

      1.3   Licence Agreement means the licence granted to the Licensee for             the Package;

      1.4   Material means the source code of the Package comprising the             latest technical information and documentation described in             Schedules 1 and 2;

      1.5   Package means the software package licensed to the Licensee under             the Licence Agreement; and

      1.6   Standard Verification Service means those tests detailed in the             Standard Verification Service published by NCC from time to time.

2     Owner's Duties and Warranties

      2.1   The Owner shall:

            2.1.1 deliver a copy of the Material to NCC within 30 days of the                   date of this Agreement;





            2.1.2 at all times ensure that the Material as delivered to NCC is                   capable of being used to generate the latest version of the                   Package issued to the Licensee and shall deliver further                   copies of the Material as and when necessary;

            2.1.3 deliver to NCC a replacement copy of the Material within 12                   months of the last delivery;

            2.1.4 deliver a replacement copy of the Material within 14 days of                   receipt of a notice served upon it by NCC under the provisions                   of Clause 4.1.5; and

            2.1.5 deliver with each deposit of the Material the information                   detailed in Schedule 2.

      2.2   The Owner warrants that:

            2.2.1 it owns the Intellectual Property Rights in the Material and                   has authority to enter into this Agreement; and

            2.2.2 the Material lodged under Clause 2.1 shall contain all                   information in human-readable form and on suitable media to                   enable a reasonably skilled programmer or analyst to                   understand, maintain and correct the Package without the                   assistance of any other person.

3     Licensee's Responsibilities

      It shall be the responsibility of the Licensee to notify NCC of any change       to the Package that necessitates a replacement deposit of the Material.

Version 1: August 1997                                                    1 of 6

4     NCC's Duties

      4.1   NCC shall:

            4.1.1 hold the Material in a safe and secure environment;

            4.1.2 inform the Owner and the Licensee of the receipt of any copy                   of the Material;

            4.1.3 in accordance with the terms of Clause 9 perform those tests                   that form part of its Standard Verification Service from time                   to time;

            4.1.4 at all times retain a copy of the latest verified deposit of                   the Material; and

            4.1.5 notify the Owner if it becomes aware at any time during the                   term of this Agreement that the copy of the Material held by                   it has been lost, damaged or destroyed.

      4.2   NCC shall not be responsible for procuring the delivery of the             Material in the event of failure by the Owner to do so.

5     Payment

      NCC's fees are payable in accordance with Schedule 4.

6     Release Events

      6.1   Subject to the provisions of Clauses 6.2 and 6.3, NCC shall release             the Material to a duly authorised officer of the Licensee if at any             time or times any of the following events or circumstances occur,             arise or become apparent:

            6.1.1 the Owner enters into any composition or arrangement with its                   creditors or (being a company) enters into liquidation whether                   compulsory or voluntary (other than for the purposes of                   solvent reconstruction or amalgamation) or has a receiver or                   administrative receiver appointed over all or any part of its                   assets or undertaking or a petition is presented for an                   Administration Order or (being an individual or partnership)                   becomes bankrupt, or an event occurs within the jurisdiction                   of the country in which the Owner is situated which has a                   similar effect to any of the above events in the United                   Kingdom; or

            6.1.2 the Owner ceases to trade; or

            6.1.3 the Owner assigns copyright in the Material and the assignee                   fails within 60 days of such assignment to offer the Licensee                   substantially similar protection to that provided by this                   Agreement without significantly increasing the cost to the                   Licensee; or

            6.1.4 the Owner without legal justification, has defaulted to a                   material degree in any obligation to provide maintenance or                   modification of the Package under the Licence Agreement or any                   maintenance agreement entered into in connection with the                   Package and has failed to remedy such default notified by the                   Licensee to the Owner; or





            6.1.5 coding of the Package is such that either the accuracy or the                   functionality or the performance of the Package is or becomes                   or is demonstrably likely to become significantly adversely                   affected by the entry or processing of data incorporating any                   date or dates whether prior or subsequent to or including 31                   December 1999, including but not limited to any of the                   following:

                  6.1.5.1  the Package crashes at any time while processing any                            such data;

                  6.1.5.2. the Owner has warranted or represented that the                            Package is capable of accurately and correctly                            processing such data in accordance with the Package's                            current functional specification and the Licensee                            demonstrates that the Package is not so capable;

                  6.1.5.3  the Owner has undertaken or attempted to procure the                            Package to be so capable and the Licensee                            demonstrates that the Package is still not so                            capable;

                  6.1.5.4  no such warranty, representation, undertaking or                            attempt has been given or made and the Licensee                            demonstrates that the Package is not so capable.

      6.2   The Licensee must notify NCC of any event or circumstance of any of             the kinds specified in Clause 6.1 by delivering to NCC a statutory             or notarised declaration (the Declaration) made by an officer of             the Licensee attesting that such event has occurred and that the             Licence Agreement was still valid and effective up to the occurrence             of such event and exhibiting:

            6.2.1 such documentation in support of the Declaration as NCC shall                   reasonably require;

            6.2.2 a copy of the Licence Agreement; and

            6.2.3 a signed confidentiality undertaking as detailed in Schedule 3

            then NCC will release the Material to the Licensee upon receipt of             the release fee stated in Schedule 4.

      6.3   Upon receipt of a Declaration from the Licensee claiming a release             event under Clause 6.1.4:

            6.3.1 NCC shall send a copy of the Declaration to the Owner by                   registered post; and

            6.3.2 unless within 14 days after the date of delivery the Owner                   delivers to NCC a counter-notice signed by a duly authorised                   officer of the Owner stating that no such failure has occurred                   or that any such failure has been rectified

            then NCC will release the Material to the Licensee upon receipt of             the release fee stated in Schedule 4.

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      6.4   Where there is any dispute as to the occurrence of any of the events             or circumstances set out in Clause 6.1.1 to 6.1.4, 6.2 or 6.3 or the             fulfilment of any obligations detailed therein, such dispute will be             referred at the request of either the Owner or the Licensee to the             Managing Director for the time being of NCC for the appointment of             an expert who shall give a decision on the matter within 14 days of             the date of referral or as soon as practicable thereafter. The             expert's decision shall be final and binding as between the Owner             and the Licensee except in the case of manifest error.

      6.5   Where there is any dispute as to the occurrence of any of the events             or circumstances set out in Clause 6.1.5 or the fulfillment of any             obligations referred to therein, such dispute will be referred to             arbitration in accordance with Clause 12.

7     Confidentiality

      7.1   The Material shall remain the confidential property of the Owner and             in the event that NCC provides a copy of the Material to the             Licensee, the Licensee shall be permitted to use the Material only             in accordance with a confidentiality undertaking in the form             contained in Schedule 3.

      7.2   NCC agrees to maintain all information and/or documentation coming             into its possession or to its knowledge under this Agreement in             strictest confidence and secrecy. NCC further agrees not to make use             of such information and/or documentation other than for the purposes             of this Agreement and will not disclose or release it other than in             accordance with the terms of this Agreement.

      7.3   Termination of this Agreement will not relieve NCC or its employees,             or the Licensee or its employees, from the obligations of             confidentiality contained in this Clause 7.





8     Intellectual Property Rights

      The release of the Material to the Licensee will not act as an assignment       of any Intellectual Property Rights that the Owner possesses in the       Material.

9     Verification

      9.1   Subject to the provisions of Clauses 9.2 and 9.3, NCC shall bear no             obligation or responsibility to any person, firm, company or entity             whatsoever to determine the existence, relevance, completeness,             accuracy, effectiveness or any other aspect of the Material.

      9.2   Upon the Material being lodged with NCC, NCC shall perform those             tests in accordance with its Standard Verification Service and shall             provide a copy of the test report to the parties to this Agreement.

      9.3   The Licensee shall be entitled to require that NCC carries out a             Full Verification. Any reasonable charges and expenses incurred by             NCC in carrying out a Full Verification will be paid by the Licensee             save that if in the opinion of the expert appointed by the Managing             Director of NCC the Material is substantially defective in content             any such reasonable charges and expenses will be paid by the Owner.

10    NCC's Liability

      10.1  NCC shall not be liable for any loss caused to the Owner or the             Licensee either jointly or severally except for loss of or damage to             the Material to the extent that such loss or damage is caused by the             negligent acts or omissions of NCC, its employees, agents or             sub-contractors and in such event NCC's total liability in respect             of all claims arising under or by virtue of this Agreement shall             not (except in the case of claims for personal injury or death)             exceed the sum of (pounds)500,000.

      10.2  NCC shall in no circumstances be liable to the Owner or the Licensee             for indirect or consequential loss of any nature whatsoever whether             for loss of profit, loss of business or otherwise.

      10.3  NCC shall be protected in acting upon any written request, waiver,             consent, receipt or other document furnished to it pursuant to this             Agreement, not only in assuming its due execution and the validity             and effectiveness of its provisions but also as to the truth and             acceptability of any information contained in it, which NCC in good             faith believes to be genuine and what it purports to be.

11    Termination

      11.1  NCC may terminate this Agreement after failure by the Owner or the             Licensee to comply with a 30 day written notice from NCC to pay any             outstanding fee. If the failure to pay is on the part of the Owner             the Licensee shall be given the option of paying such fee itself.             Such amount will be recoverable by the Licensee direct from the             Owner.

      11.2  NCC may terminate this Agreement by giving 60 days written notice to             the Owner and the Licensee. In that event the Owner and the Licensee             shall appoint a mutually acceptable new custodian on terms similar             to those contained in this Agreement.

      11.3  If a new custodian is not appointed within 30 days of delivery of             any notice issued by NCC in accordance with the provisions of Clause             11.2, the Owner or the Licensee shall be entitled to request the             President for the time being of the British Computer Society to             appoint a suitable new custodian upon such terms and conditions as             he shall require. Such appointment shall be final and binding on all             parties.

      11.4  If the Licence Agreement has expired or has been lawfully terminated             this Agreement will automatically terminate on the same date.

      11.5  The Licensee may terminate this Agreement at any time by giving             written notice to the Owner and NCC.

      11.6  The Owner may only terminate this Agreement with the written consent             of the Licensee.

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      11.7  This Agreement shall terminate upon release of the Material to the             Licensee in accordance with Clause 6.

      11.8  Upon termination under the provisions of Clauses 11.2, 11.4, 11.5 or             11.6 NCC will deliver the Material to the Owner. If NCC is unable to             trace the Owner NCC will destroy the Material.

      11.9  Upon termination under the provisions of Clause 11.1 the Material             will be available for collection by the Owner from NCC for 30 days             from the date of termination. After such 30 day period NCC will             destroy the Material.

      11.10 NCC may forthwith terminate this Agreement and destroy the Material





            if it is unable to trace the Owner having used all reasonable             endeavours to do so.

12    Arbitration

      12.1  Any dispute arising under Clause 5.1.5 shall be referred to a panel             of arbitrators (the Panel) constituted as follows:

            12.1.1 the Owner and the Licensee shall each appoint one member; and

            12.1.2 the third member who shall act as chairman of the Panel shall                    be appointed by the President for the time being of the                    International Chamber of Commerce.

      12.2  The Owner and the Licensee shall pay the fees and disbursements of             its own member and half the fees and disbursements of the chairman             of the Panel.

      12.3  Should any member of the Panel die, become ill or incapacitated,             resign or retire from his appointment, become disqualified from             acting or otherwise cease to act as arbitrator before the dispute is             resolved, he shall be replaced by a new member appointed by the             party who appointed his predecessor.

      12.4  Upon the appointment of such new member, the proceedings shall not             be held de nova but shall continue from the stage at which the             previous member ceased to act.

      12.5  Proceedings under Clause 12 may be commenced by any party to a             dispute by:

            12.5.1 serving upon the other or others notice of its intention to                    refer such dispute to arbitration and nominating a member of                    the Panel; and

            12.5.2 requesting the President of the International Chamber of                    Commerce for the time being to appoint a chairman of the                    Panel.

      12.6  The Panel shall determine its own rules of procedure.

13    General

      13.1  This Agreement shall be governed by and construed in accordance with             the laws of England and Wales.

      13.2  This Agreement represents the whole agreement relating to the escrow             arrangements between the parties for the Package and supersedes all             prior arrangements, negotiations and undertakings.

      13.3  All notices to be given to the parties under this Agreement shall be             deemed to have been duly given or made when delivered personally or             7 days after posting of it sent by facsimile, 12 hours after             despatch to the party to which such notice is required to be given             or made under this Agreement addressed to the principal place of             business, or for companies based in the UK, the registered office.

SCHEDULE 1

The Material

The source code of the Package known as [-7].

SCHEDULE 2

Material: Technical Information

The Material shall be supplied with details of the following:

      1     Details of the deposit: full name and version details, number of             media items, media type and density, file or archive format, list or             retrieval commands, archive hardware and operating system details.

      2     Name and functionality of each module/application of the Material.

      3     Names and versions of development tools etc.

      4     Documentation describing the procedures for building / compiling /             executing / using the software (technical notes, user guides).

      5     Hardcopy directory listings of the contents of the media.

      6     Name and contact details of employee(s) with knowledge of how to             maintain and support the Material.

SCHEDULE 3

Confidentiality Undertaking

This undertaking is given on release of the Material pursuant to an Escrow Agreement dated [        ] between:

(1)   [-1] (the Owner);

(2)   [-4] (the Licensee); and





(3)   NCC ESCROW INTERNATIONAL LIMITED (NCC);

1     Definitions contained in the Escrow Agreement will apply to this       undertaking.

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2     In consideration of NCC delivering the Material to the Licensee, the       Licensee undertakes with the Owner and NCC:

      2.1   to use the Material only for the purpose of understanding,             maintaining and correcting the Package exclusively on behalf of the             Licensee;

      2.2   not to use the Material for any other purpose nor disclose it to any             person save such of its employees or contractors who need to know             the same in order to understand, maintain and correct the Package             exclusively on behalf of the Licensee. In that event such             contractors shall enter into a Confidentiality Undertaking direct             with NCC in similar terms to this Undertaking;

      2.3   to hold all media containing the Material in a safe and secure             environment when not in use; and

      2.4   forthwith to destroy the same should the Licensee cease to be             entitled to use the Package.

SCHEDULE 4

NCC's Fees (St(pound))

- --------------------------------------------------------------------------------       DESCRIPTION                                  FEE       OWNER      LICENSEE - -------------------------------------------------------------------------------- 1     Initial Fee (payable on completion of       this Agreement) - -------------------------------------------------------------------------------- 2     Annual Fee (payable on completion of       this Agreement and on each anniversary       thereafter) - -------------------------------------------------------------------------------- 3     Update Fee (per update after the first       4 updates per annum) - -------------------------------------------------------------------------------- 4     Storage Fee (per annum, per cubic foot       payable if the source code exceeds 1       cubic foot) - -------------------------------------------------------------------------------- 5     Liability Fee (per annum, (pound)100 per       (pound)500,000 of liability exceeding       (pound)500,000) - -------------------------------------------------------------------------------- 6     Release Fee (plus NCC's reasonable       expenses)                                               NIL         100% - --------------------------------------------------------------------------------

      1     All fees are subject to VAT where applicable*

      2     All fees are reviewed by NCC from time to time

      * only applicable to countries within the EU.

Signed on behalf of [-1]

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Signed on behalf of [-4]

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Signed on behalf of NCC ESCROW INTERNATIONAL LIMITED

Name      --------------------------------------:------------------------------------ Position:          ----------------------------------:              (Authorised Signatory)

Version 1: August 1997                                                    5 of 6

STD001Y2K.UK                           (C) NCC Escrow International Limited 1997

Any queries regarding this document should be directed to:

Contracts Administrator NCC Escrow International Limited Oxford House





Oxford Road Manchester M1 7ED England

Telephone: +44 (0) 161 242 2109 Fax:       +44 (0) 161 242 2275 E-mail:    escrow@ncc.co.uk

The following information is referenced within this agreement:

[-1] Owner's Name [-2] Owner's Registered Office [-3] Owner's Company Registration Number* [-4] Licensee's Name [-5] Licensee's Registered Office [-6] Licensee's Company Registration Number* [-7] Name Of Package

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
NCC shall not be liable for any loss caused to the Owner or the             Licensee either jointly or severally except for loss of or damage to             the Material to the extent that such loss or damage is caused by the             negligent acts or omissions of NCC, its employees, agents or             sub-contractors and in such event NCC's total liability in respect             of all claims arising under or by virtue of this Agreement shall             not (except in the case of claims for personal injury or death)             exceed the sum of (pounds)500,000.