CommonSpot-License-Agreement-SAMPLE by lizzy2008

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									                                    COMMONSPOT CONTENT SERVER
                                    SOFTWARE LICENSE AGREEMENT


This License Agreement states the terms and conditions under which the following specified Company may
receive and use a copy of PaperThin’s CommonSpot Content Server software. The Licensed Software is a
valuable asset of PaperThin, Inc. and will remain an asset of PaperThin, Inc. This Agreement is not a contract
to purchase, nor are any rights of ownership transferred.


THIS AGREEMENT (“Agreement”) between PAPERTHIN, INC. (“Licensor”) and the entity described below
(“Company”) is for the license and maintenance of Licensed Software in accordance with the terms and conditions
stated in this Agreement and any attachments to this Agreement.

WHEREAS, Licensor has the right to license its proprietary product known as “CommonSpot Content Server”
(“Licensed Software”); and

WHEREAS, Company desires to license for its internal and perpetual use said Licensed Software;

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth in this Agreement, the
parties agree to the following terms and conditions.

TO COMPANY: ALL MATTERS SET FORTH ON THIS PAGE AND IN THE ATTACHED TERMS AND CONDITIONS
ARE ESSENTIAL TERMS AND COMPANY’S SIGNATURE BELOW CONSTITUTES AGREEMENT TO SUCH
TERMS.


PAPERTHIN, INC.
(Licensor)                                                    (Company)
300 Congress Street, Suite 303
Quincy, Massachusetts 02169


By:                                                           By: __________________________________

Name:                                                         Name: ________________________________

Title:                                                        Title: _________________________________

Date:                                                         Date: _________________________________




                                                     Page 1 of 16
1. DEFINITIONS. The following definitions are used in this Agreement:

    “Add-on Features” means the group of features outlined in Attachment 1 that are sold separately. Except as
           otherwise provided in this Agreement, Add-on Features are priced individually. The inclusion of future
           Add-on features will be at the sole discretion of Licensor.

    “Agreement” means this means the body of this Agreement together with the schedules as each may be amended
           from time to time in accordance with its provisions.

    “Authoring Server” means either an Enterprise Edition License server or a Standard Edition License server upon
            which the Company’s Web site’s content is authored and possibly approved.

    “Business Representative” means an individual or reasonable number of individuals designated by Company as
           the contact for technical matters related to Use of the Licensed Software.

    “Concurrent Authoring Session” is defined as the ability for one shared contributor to be logged into CommonSpot
           at a time to author or approve content. Company may purchase one or more concurrent authoring
           sessions. For example, Company may purchase 2 concurrent authoring sessions and set up 15 users
           with shared contributor rights; only 2 of those 15 shared contributors would be able to author or approve
           content at the same time. This option maybe appropriate if Company has many casual contributors, who
           author content infrequently.

    “Content Contributor” means an individual who participates in the authoring, editing, approval, and/or
           administration of content through the Use of the Licensed Software. Those individuals who are
           authenticated but do not participate in any of the above roles are not considered Content Contributors.
           The Licensed Software is licensed based on the number of Content Contributors and the desired feature
           set. Content Contributors can author or approve content at any time. Content Contributors are either
           Dedicated Contributors or Shared Contributors.

    “Dedicated Contributor” is anyone who plays an active and ongoing role in the development or management of the
            site as an administrator, designer, author, editor or approver. Dedicated Contributors can author or
            approve content at any time. Dedicated Contributor licenses are typically provided to those individuals
            who administer the site or regularly author or approve content.

    “Developments” means improvements or expansions in the Licensed Software that Licensor considers beyond the
           scope of Enhancements. These will be known as Developments and may be separately priced as
           separate products or Add-on Features. The determination of whether an improvement is an Enhancement
           or a Development is the exclusive right of Licensor. Company will not typically receive Developments as
           part of the Subscription Service.

    “Development Server License” means a non-production, testing only server license. Use is limited to 5 Content
           Contributors and contains a disclaimer notice at the bottom of each page. Development Server Licenses
           are priced individually. A separate license must be acquired for each development server in use. A single
           Development Server License is included with each Enterprise Edition License acquired.

    “Enhancements” means improvements to the Licensed Software or manuals, made in Patches, Service Packs,
           Point Releases and Major Upgrades that Licensor designates as Enhancements. Company will receive
           all Enhancements as part of the Subscription service.

    “Enterprise Edition License” means the licensing configuration that includes the Standard Edition features plus an
            unlimited number of Content Contributors, all available Add-on Features, and a single Development
            Server License.

    “Hot Fix” or “Patch” means an improvement in the Licensed Software that does not significantly change the
            function of the program (see “Update”). Hot Fixes or Patches will be posted for download off the
            PaperThin website on an as-needed basis and will be rolled into the next available Service Pack for
            download by the Company. Company will receive all Hot Fixes as part of the Subscription service.

    “Information” means any idea, data, program, technical, business or other intangible information, however
            conveyed.

                                                    Page 2 of 16
“Intellectual Property” means (i) patents, designs, trademarks and trade names (whether registered or
         unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all
         other intellectual property rights and similar or equivalent rights which currently exist or are recognized in
         the future; and (iii) applications, extensions and renewals in relation to any such rights.

“Licensed Software” means the proprietary software product of Licensor marketed as “CommonSpot
        Content Server” described and selected in Attachment 1 under “CommonSpot Content Server
        Licenses” attached and includes (1) all Enhancements, Updates, Developments and new
        versions; (2) Licensor know-how; and (3) all associated documentation, manuals and other
        printed or visually-perceptible materials describing the use or design of the Licensed Software
        supplied by Licensor. Licensor know-how includes the valuable, confidential, and proprietary
        information developed by Licensor from time to time relating to the contents, workings, installation
        and implementation of the Licensed Software.

“Major Upgrade” means an improvement in the Licensed Software that significantly changes the function of the
        program (see Update) and is indicated by the number appearing to the left of an initial decimal (i.e., 2.5 or
        3.0). Company will receive all Major Upgrades as part of the Subscription service.

“Media” or “Medium” means any document, print, tape, disc, tool, semiconductor chip or other tangible
        information-conveying article.

“Minor Upgrade” or “Point Release” means an improvement in the Licensed Software that does not significantly
        change the function of the program (see Update) and is indicated by a sub-number appearing to the right
        of an initial decimal (i.e., 1.1 or 1.1.1). Company will receive all Major Upgrades as part of the
        Subscription service.

“Service Pack” means an improvement in the Licensed Software that does not significantly change the function of
        the program (see “Update”) and is indicated by a sub-number appearing to the right of the second
        decimal, or by a service pack designation (i.e., 3.2.1.or 3.2 SP1). Company will receive all Major Upgrades
        as part of the Subscription service.

“Services” means the training and the support services of Licensor provided in support of the Licensed Software
        as described in Attachment 4.

“Shared Contributor” means content contributors who author or approve content infrequently and who are set up
       with shared contributor rights. Shared Contributors have the same capabilities as Dedicated Contributors
       except they are restricted from being a site or subsite level administrator, and their access to author or
       approve content is limited based on the number of Concurrent Authoring Sessions purchased.

“Shared Server” means server machine on which Company’s site will be hosted, which also houses other Web
       sites of other customers.

“Slave Server License” means a read-only server license with no authoring capabilities. Content is replicated to a
        slave server from an Authoring Server. Under the Slave Server License, the server may stand-alone or
        may be configured with other servers in a cluster to provide load balancing and/or server fail over support.
        Slave Server Licenses are priced individually. A separate license must be acquired for each slave server
        in use.

“Software” means intangible Information in object code form constituting one or more computer programs and the
        informational content of such programs, together with any documentation supplied in conjunction with and
        supplementing such programs, the foregoing being provided to Company by way of electronic
        transmission or by fixed Media.

“Standard Edition License” means the licensing configuration that includes the core feature set plus ten (10)
       Content Contributors.

“Subscription” means the registered access to Enhancements and Updates to the Licensed Software distributed
        through Hot Fixes, Service Packs, Point Releases and Major Upgrades that are made available by
        Licensor during the Subscription Period, provided that Company has paid the applicable Subscription
        Fees.

                                                  Page 3 of 16
    “Subscription Fees” means the fees paid by the End User for the Subscription during the specified Subscription
            Period.

    “Subscription Period” means the duration of time, typically in annual periods, for which the End User has access to
            the Subscription.

    “Subscription Renewal” means the purchase of the Subscription option by the End User after the expiration of the
            initial Subscription Period. The initial Subscription must be purchased by the End User when purchasing
            the Standard or Enterprise Edition license.

    “Support Incidents” means technical incidents that are submitted through Licensor’s incident tracking system or via
           a telephone support call that require Licensor support resources to provide an answer. Support Incidents
           are fee-based, and Company will be charged appropriate Support Points if the incident is resolved by
           Licensor.

    “Support Points” means points that are purchased by Company that can be used to obtain “How To” technical
           support from Licensor.

    “Update” means a change to the data file or an editing process in the Licensed Software made available to
           Company by Licensor because of design faults, discrepancies or defects (“bugs”) in the Licensed
           Software. (See Major Upgrade and Minor Upgrade)

    “User” means use by any individual having authorized access to the computer on which the Licensed Software is
            operated.

    “Version Number” identifies a new software release as indicated by a new whole number designation (i.e., 1.0 or
            3.0).

     “Warranty Period” means the ninety-day (90) period commencing on the Activation Date.


2. SOFTWARE LICENSE GRANT. Licensor hereby grants to Company a perpetual, personal, non-exclusive and
   non-transferable license to install and use the Licensed Software in encrypted form, only on the number of servers
   specified in Attachment 1, within the United States or Canada, for Company’s internal use only for the purpose of
   creating, publishing and managing content on Company’s internet, intranet or extranet web site(s). The Licensed
   Software may only be installed on a server owned or under direct control of Company and may not be installed on a
   third-party hosting provider's server which is shared across multiple companies.

   The Licensed Software is licensed based on the number of Content Contributors and the selected Add-on
   Features. Company must acquire the appropriate license for the feature set and contributor count in use.

   The Company must acquire one (1) copy of the Licensed Software for each server on which the Licensed Software
   is installed. If the Licensed Software is to be used on more than one server, Company agrees to enter into an
   additional License Agreement for each such server. The Licensed Software may be used temporarily at a back-up
   site in the event of a disaster at the Licensed site, provided Company notifies Licensor as soon as practical after
   such disaster and complies with the rights and terms recited in this Agreement. Company may use the Licensed
   Software on a single server at a relocated site provided that Licensor has been notified of the relocation of the
   Licensed Software and its condition of use complies with the rights and terms recited in this Agreement.

   Nothing contained herein grants to Company any rights to use the Licensed Software other than as recited in this
   Agreement.

   The licenses granted hereunder shall become effective as of the Activation Date (as defined below) for the
   Licensed Software.

3. SUBLICENSE BY COMPANY PROHIBITED. Company may not sublicense nor resell the Licensed Software to
   third parties.

4. INTELLECTUAL PROPERTY RIGHTS. Title to the Licensed Software and to Intellectual Property Rights therein
   shall remain in Licensor.

                                                    Page 4 of 16
5. ACTIVATION DATE. The activation date (“Activation Date”) is the earlier of the dates (i) Company performs the
   initial setup by installing the License Key supplied by Licensor, or (ii) 10 days after the date when Company
   receives the License Key.

6. EFFECTIVE DATE. This Agreement shall be effective from the date on which the last party to execute this
   Agreement executes and delivers a copy of the Agreement to the other party (the “Effective Date”).

7. LICENSE FEE. This license is contingent upon payment of all applicable license fees (“License Fee”), outlined in
   Attachment 1 section 2. Company shall make payments in accordance with the terms set forth in Attachment 1.

   Invoices not paid within thirty (30) days after the date thereof shall bear interest at the rate of one and one half
   percent (1.5%) per thirty (30) days of delinquency or fraction thereof, provided that if the amount of such late
   payment charge exceeds the maximum permitted by law for such charges, such charge shall be reduced to such
   maximum amount permitted by law.

   Taxes. Company shall reimburse Licensor only for the following tax payments with respect to transactions under
   this Agreement unless Company advises Licensor that an exemption applies: state and local sales and use taxes,
   as applicable. Taxes payable by Company are not included in Licensor's prices.

8. SOFTWARE REPLACEMENT. If any Licensed Software fixed in Media is lost, damaged or made invalid during
   shipment, or the Licensed Software cannot otherwise be copied from the Media on which it is stored due to no fault
   of the Company, Licensor will promptly replace the Licensed Software and Media at no additional charge to
   Company. If any Licensed Software is lost or damaged while in the possession of Company, Licensor will promptly
   replace the Licensed Software at the established charge for the associated Media.

9. REPRODUCTION AND COPYRIGHTS. Company may not copy or otherwise reproduce any part of the Licensed
   Software without the prior written consent of Licensor, except that Company may make copies for its backup or
   archival purposes only, provided that no more than two (2) of such backup or archival copies shall be in existence
   under this Agreement at any one time. Company agrees not to allow any other person to copy any portion of the
   Licensed Software for any purpose not stated above. Company shall not remove any copyright or other proprietary
   notices from the copies of the Licensed Software.

10. CONFIDENTIALITY. Company and Licensor acknowledge and agree that each may disclose to the other
    information that it considers valuable and proprietary, including, without limitation, formulas, computer programs,
    source code, data bases, mask works, technical drawings, designs, algorithms, trade secrets, patents, patent
    applications, technology, layouts, names and expertise of employees and consultants, know-how, designs,
    interfaces, materials, processes, ideas, inventions (whether patentable or not), schematics and other technical,
    business, financial, customer and product development plans, supplier information, forecasts, strategies and other
    confidential information, and/or non-public information relating to Company’s or Licensor’s business practices,
    employees and employee records, financial or accounting data, assets and/or operations (collectively, the
    “Confidential Information”). Company and Licensor, as recipients of valuable proprietary technical and business
    information developed by, acquired by or licensed to the other party hereunder, agree that they will not disclose
    without permission from the other party any Confidential Information received from the other party, whether
    disclosed prior or subsequent to the execution of this Agreement, will not use such Confidential Information other
    than in accordance with the terms of this Agreement, and will use the same degree of care, but in any event no
    less than a reasonable degree of care, to protect the Confidential Information received from the other party as it
    does in protecting its own proprietary information. Neither party will allow the removal or defacement of any
    confidentiality or proprietary notice placed on the Licensed Software or other Confidential Information. The
    placement of copyright notices on these items will not constitute publication or otherwise impair their confidential
    nature.

   Neither party will disclose, in whole or in part, any Confidential Information it receives from the other to any
   individual, entity or other person, except to those of the receiving party's employees or consultants who (i) require
   access for the receiving party's authorized use of the Licensed Software and (ii) have agreed in writing with the
   other party to comply with use and non-disclosure restrictions not less restrictive than those set forth in this
   Agreement. The receiving party acknowledges that any unauthorized use or disclosure of the Confidential
   Information may cause irreparable damage to the other party and, if applicable, its licensors. If an unauthorized
   use or disclosure of Confidential Information by receiving party or its employees or consultants occurs, in addition to
   all other rights and remedies available to the parties under applicable law, the receiving party will immediately notify
   the other party and take, at the receiving party's sole cost and expense, all reasonable steps which may be
   available to recover the Confidential Information and to prevent its subsequent unauthorized use or dissemination.
                                                      Page 5 of 16
   Limitation. Neither party will have a confidentiality obligation with respect to any portion of the Confidential
   Information disclosed to it hereunder that (i) is publicly available; (ii) was already in the receiving party’s possession
   prior to disclosure by the disclosing party or was independently developed by the receiving party without use of or
   reference to the Confidential Information provided by the disclosing party; (iii) the receiving party lawfully obtained
   from a third party under no confidentiality obligation in respect of such Confidential Information; (iv) became
   available to the public other than as a result of any act or omission of the receiving party or any of its employees or
   consultants, or (v) the receiving party is required by any applicable law or regulation or the order of any court or
   tribunal of competent jurisdiction to disclose, provided that the other party receives prior written notice of such
   compelled disclosure and that the receiving party cooperates with all reasonable and lawful acts the other party
   may take in order to obtain a protective order or such other lawful protection as that party may be entitled to obtain
   for such disclosure, and further provided that the receiving party discloses the minimum amount of Confidential
   Information necessary in order to comply with the requirements of such law, regulation or order.

   The provisions of this section and each party’s obligations of confidentiality shall survive the termination of this
   Agreement for five (5) years. Each party’s obligation of confidentiality regarding source code shall survive the
   termination of this Agreement indefinitely.

   Each party acknowledges that for any breach of this section by the party receiving Confidential Information, or any
   unauthorized disclosure by such party's employees or consultants, the party whose relevant Confidential
   Information was disclosed will not have an adequate remedy at law and will be entitled to seek, and the receiving
   party shall not oppose its application for, immediate equitable relief. It is understood and agreed that foregoing
   shall not be deemed to limit or prevent the party whose Confidential Information was disclosed from seeking any
   and all other remedies (in addition to equitable relief) available under applicable law.

11. PROPRIETARY INFORMATION. All proprietary rights in or related to the Licensed Software are and shall remain
    the exclusive property of Licensor. Company acknowledges that the Licensed Software contains Confidential
    Information of Licensor and portions thereof are entitled to protection under the Copyright Law of the United States.
    Company shall not sell, assign, lease, license, disclose, give or otherwise transfer said Licensed Software or any
    copy or derivative thereof to any other person. Company also agrees that it shall cause no person in any way to
    disassemble, reverse compile, or attempt to disassemble or reverse compile, the Licensed Software. Company
    acknowledges that for any breach of this section, Licensor will not have an adequate remedy at law and will be
    entitled to seek, and Company shall not oppose Licensor’s application for immediate equitable relief.

   Company agrees that it shall not distribute or market the Licensed Software or any derivative thereof.

   If Company elects to market or distribute software substantially similar to the Licensed Software which is developed
   by or on behalf of Company, hereinafter "Alternate Program", Company agrees that: (i.) Company shall give
   Licensor at least one hundred and twenty (120) days prior written notice of its intent to so market or distribute said
   Alternate Program; and (ii.) Licensor or its designated representative shall have the right to examine the Alternate
   Program for the purpose of determining if said Alternate Program infringes any right of Licensor in the Licensed
   Software.

12. WARRANTY FOR LICENSED SOFTWARE. Licensor warrants to Company that:

         1. During the Warranty Period the Licensed Software will perform in material accordance with the
            Specifications (as set forth in the CommonSpot User Guide and CommonSpot Administrator Guide), and
            the Media conveying the Licensed Software will be free from defects.
         2. During the term of this Agreement, the Services provided by Licensor will be performed in a professional
            manner and in accordance with standard industry practices.
         3. At the time of execution of this Agreement, to the best of Licensor’s knowledge the Licensed Software
            does not contain any malicious code, program, or other internal component (e.g. computer virus,
            computer worm, trojan horse, etc.) that could damage or destroy Licensed Software, other Software,
            firmware, or hardware or which could, in any manner, reveal, damage, or destroy any data or other
            information accessed through or processed by the Licensed Software in any manner. During the term of
            this Agreement, Licensor shall as soon as reasonably practicable advise Company, in writing, upon
            reasonable suspicion or actual knowledge that the Licensed Software may result in the harm described
            above.


                                                       Page 6 of 16
        4. At the time of execution of this Agreement, the Licensed Software does not infringe upon any proprietary
           rights of any third party, and Licensor has no knowledge of any threatened or pending claim of such
           infringement.

        During the Warranty Period, if the Licensed Software, any portion thereof, or the Media on which it is stored (i)
        does not materially conform to the warranties contained herein, or any portion thereof, (ii) is or becomes
        unusable, or (iii) fails to meet the warranties, Licensor will attempt through reasonable efforts to correct any
        material failure of the Licensed Software or Media to perform as warranted, if such failure is reported to
        Licensor within the Warranty Period and Company at the Licensor’s written request, provides Licensor with
        sufficient information (which may include access to Company site or data) to reproduce the defect in question.

        Licensor does not warrant software provided by other vendors nor the interface between any such software
        and the Licensed Software except as expressly set forth in the Specifications.



13. SUPPORT. Provided Company has paid the License Fees, Company shall have access to Licensor’s Free On-line
    Support Services, such as Tech Notes, Document Library, FAQ, Discussion forums and Webinars via Licensor’s
    Web site, as outlined in Attachment 4, ‘Free Online Support Resources’.

   Company may at its option, purchase additional Support Points from Licensor according to Company’s support
   needs at the then-current Support Point price. Current prices are outlined in Attachment 4. Support Points will be
   charged based on the desired level of responsiveness and the medium in which the response is given (i.e., phone,
   email). Use of Support Points is outlined in Attachment 4.

   Provided Company has a sufficient number of Support Points available, Licensor shall provide assistance and
   advice to two (2) designated Company representatives, via either telephone and/or electronic support as may be
   reasonably requested by Company, necessary to assist in the resolution of technical “How To” Support Incidents
   related to the Licensed Software.

   Licensor reserves the right to change the pricing of and/or resources provided with Support upon thirty days written
   notice. Notice may be given through electronic email or email newsletter announcements.


14. TRAINING. Company may at its option, purchase technical and/or end-user training services from Licensor or one
    of Licensor’s training partners. Any materials provided as part of the training, including but not limited to
    courseware, sample sites, and training documentation, which were developed or owned by Licensor are considered
    the intellectual property of Licensor and may not be copied or reproduced without written permission of Licensor.
    Training services purchased as part of this Agreement are outlined in the attached Fee and Payment Schedule
    (“Attachment 1”).



15. ENHANCEMENTS AND UPGRADES. Provided Company has paid the License Fees and Subscription for the
    current year, Licensor shall make available to Company all Enhancements (as defined below), Major Upgrades and
    Minor Upgrades that are released.

   If Company elects to purchase the annual Subscription option, the initial subscription hereunder shall end on the
   first anniversary of the Effective Date; provided, however, that the Company may, at its sole election, renew any
   particular Subscription by paying to Licensor the annual subscription fee applicable thereto as set forth in
   Attachment 1 and Company’s Subscription shall be extended for an additional one-year period. If Company elects
   to purchase the annual subscription option and has acquired the Standard Edition License an annual subscription
   must also be purchased for each Add-on Feature subsequently purchased, pro-rate to the end of the Subscription
   Period.

    In the event that the Licensor issues any Developments it agrees that it shall, if requested to do so by Company,
    grant Company a license of all or any such Developments on the same terms as this Agreement save for price
    which shall be Licensor’s standard rate for the license of such Developments from time to time. Licensor reserves
    the right to not support non-current versions as it seems appropriate.



                                                     Page 7 of 16
16. LIMITATION OF LIABILITY. Because the Licensed Software is inherently complex and may not be completely
    free of errors, Company is advised to verify and back up all data and work.

   EXCEPT AS SET FORTH HEREIN, LICENSOR MAKES NO IMPLIED WARRANTY WITH RESPECT TO THE
   LICENSED SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
   MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT
   SHALL LICENSOR BE LIABLE TO THE LICENSEE FOR ANY DAMAGES ARISING FROM OR RELATING TO
   THIS AGREEMENT OR COMPANY’S USE OF THE LICENSED SOFTWARE AND DOCUMENTATION,
   INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR SIMILAR
   DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE
   POSSIBILITY OF SUCH DAMAGE. THE LICENSED SOFTWARE IS PROVIDED “AS IS”. COMPANY WAIVES
   ANY AND ALL CLAIMS THAT IT MAY HAVE AGAINST LICENSOR AND ANY DIRECTOR, OFFICER,
   EMPLOYEE, AGENT, SUBSIDIARY OR AFFILIATE OF LICENSOR ARISING OUT OF THE PERFORMANCE OR
   NON-PERFORMANCE OF THE LICENSED SOFTWARE, DOCUMENTATION OR MAINTENANCE UNDER THIS
   AGREEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGE HERE UNDER IN AN
   AMOUNT GREATER THAN THE AMOUNT COMPANY PAID FOR THE USE OF THE LICENSED SOFTWARE.


17. INDEMNITY.

   (a) Intellectual Property Indemnity. If an action is brought by a third party against Company claiming that
   Licensed Software infringes a U.S. patent or trademark or a worldwide copyright or trade secret, Licensor will
   defend and/or settle such actions, at Licensor’s option and expense, subject to this Section, and shall pay damages
   or settlement amounts entered into in connection with such infringement action, but only if (i) Company notifies
   Licensor promptly upon learning a claim has been or might be asserted, (ii) Licensor has sole control over the
   defense of the claim and any negotiation for its settlement or compromise and (iii) Company provides all
   reasonable information and assistance to Licensor, as Licensor may reasonably require.

   (b) Alternate Remedy. If a claim described in Section 17 (a) may be or has been asserted, Company will permit
   Licensor, at Licensor’s option and expense, to (i) procure for Company the right to continue using the Licensed
   Software, (ii) replace or modify the Licensed Software to eliminate the infringement while providing substantially
   similar functionality or (iii) terminate the Agreement and refund to Company the amount actually paid by Company
   to Licensor for the period that such Product was not usable, based on a straight-line depreciation over three (3)
   years.

   (c) Exclusions. Licensor shall have no liability or obligation hereunder with respect to any infringement
   claim if such infringement is caused by (i) compliance with designs, guidelines, plans or specifications of
   Company; (ii) use of the Licensed Software by Company in an application or environment other than as
   specified in the applicable documentation; (iii) modification of the Licensed Software by any party other
   than Licensor or the combination, operation or use of the Licensed Software with other product(s) not
   supplied by Licensor; (iv) use of the Licensed Software with other products or services where the Licensed
   Software would not by itself be infringing or (v) products, including without limitation software and
   technology, originally supplied to Licensor by third party vendors to the extent that any such vendor has
   limited its liability to Licensor. Company agrees to indemnify and hold harmless Licensor from and against
   all liabilities, obligations, costs, expenses and judgments, including court costs, reasonable attorneys fees
   and expert fees, arising out of any of the circumstances stated in items (i) - (iv) above. In addition
   Company shall immediately cease using the software in the infringing manner to minimize the impact of
   any damages rising out of any of the circumstances stated in items (i) - (iv) above.

   THIS SECTION 17 STATES LICENSOR’S ENTIRE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND
   COMPANY'S EXCLUSIVE REMEDY, WHETHER STATUTORY, CONTRACTUAL, EXPRESS, IMPLIED
   OR OTHERWISE, FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT. IN NO EVENT
   SHALL LICENSOR BE LIABLE FOR ANY DAMAGE HERE UNDER IN AN AMOUNT GREATER THAN
   THE AMOUNT COMPANY PAID FOR THE USE OF THE LICENSED SOFTWARE.

18. TERMINATION. This Agreement shall remain in effect unless terminated in writing signed by the parties or upon
    occurrence of any of the events set forth below:

       1.   This Agreement shall terminate thirty (30) days after written notice of breach is sent by either party to the
            other party, for breach of any material provision, covenant or obligation of this Agreement, including but
                                                      Page 8 of 16
               not limited to, payment of any scheduled fees or presented invoices, provided that the other party fails to
               cure such breach within such thirty (30) day period. However, only forty-eight (48) hours prior written
               notice shall be required, and Company's right to use the Licensed Software shall terminate after the
               expiration of such notice period, if the Company violates or threatens to violate any of the Company’s
               obligations under this Agreement relating to the limited scope of the license or the confidentiality, non-
               reproduction and non-disclosure of the Licensed Software.
        2.     This Agreement shall terminate immediately if an assignment is made of the Company’s business for the
               benefit of creditors or if a receiver or trustee in bankruptcy is appointed to take all or part of the Company’s
               property. Company acknowledges that its rights under this Agreement are personal and not assignable
               under section 365 (c) (1) of the United States Bankruptcy Act.
        3.     Except as otherwise provided herein, upon termination of this Agreement, the provisions governing the
               Use of the Licensed Software, the scope of the License, Limitation of Liability, Non-solictation,
               Confidentiality (and the use of Confidential Information) and the intellectual property rights of Licensor in
               such Licensed Software shall survive termination.

    Upon termination by Licensor pursuant to Section 18 (1) or (2), Company shall:

        (i.)   Immediately discontinue use of the Licensed Software;
        (ii.) Deliver to Licensor all Licensed Software then in Company's possession or control, together with
              all copies thereof other than copies stored in computer memory or data storage apparatuses;
        (iii.) Erase or destroy any of the Licensed Software contained in the computer memory or data storage
               apparatuses under the control of Company;
        (iv.) Remove the Licensed Software from any software in Company's possession or control that
              incorporates or uses the Licensed Software in whole or in part; and
        (v.) Certify in writing to Licensor within thirty (30) days after termination that the actions set forth above
             in romanettes (i.)-(iv.) have been taken by Company.

19. CHOICE OF LAW. The validity, construction and performance of this Agreement will be governed by and
    construed in accordance with the laws of the Commonwealth of Massachusetts, USA applicable to contracts
    executed in and performed entirely within such Commonwealth, without reference to any choice of law principles of
    such Commonwealth. The application to this Agreement of the United Nations Convention on Contracts for the
    International Sale of Goods is hereby expressly excluded. With respect to any suit, action or other proceeding
    arising out of this Agreement, or any other transaction contemplated thereby, the parties hereto expressly waive
    any right they may have to a jury trial and agree that any proceeding hereunder shall be tried by a judge without a
    jury. The parties agree to exclusive personal jurisdiction and venue of the United States District Court for the
    District of Massachusetts, USA (and any Massachusetts state court within that District) for that purpose.

20. WAIVER. The failure of either party at any time to enforce any right or remedy available to it under this Agreement
    or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of that
    right or remedy with respect to any other breach or failure by the other party.

21. FORCE MAJEURE. Neither party shall be responsible for any delay or failure in performance hereunder to the
    extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, or
    other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or
    its subcontractors ("force majeure conditions"). When a party’s delay or nonperformance continues for a period of
    at least fifteen (15) days, the other party may terminate this Agreement in accordance with Section 18 (1).

22. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or
    obligations hereunder without the other party’s prior approval, which approval should not be unreasonably withheld
    provided, however, that either party may assign this agreement in connection with a sale of all or substantially all of
    such party’s assets or equity securities or a merger with a third party, where the assigning party is not the surviving
    entity.

23. VALUABLE ASSET. Company acknowledges that the Licensed Software is a unique and valuable asset of
    Licensor, and that Licensor has the right to seek whatever equitable and legal redress which may be available to it
    for the breach or threatened breach of the provisions of this Agreement. Subject to the Termination section,
    Licensor shall have the absolute right to limit, terminate, revoke or cancel Company's right to use the Licensed
    Software upon the breach of this Agreement. Company agrees to pay all costs and expenses, including
                                                         Page 9 of 16
    reasonable attorneys' fees, incurred by Licensor in exercising any of its rights or remedies under this paragraph,
    provided Licensor prevails in exercising such rights or remedies.

24. ENTIRE AGREEMENT. This Agreement states the entire agreement between the parties and supersedes all
    proposals, oral or written, and all other communications between the parties relating to this Agreement. No
    amendment or modification of this Agreement shall be made except by an instrument in writing signed by both
    parties. If Company issues a purchase order or other document purporting to relate to this license or any of the
    Licensed Software, either as an original contract or as an amendment of this Agreement, such document issued by
    Company shall be considered to be for Company's internal use only, and the provisions contained therein shall not
    amend this Agreement except as may be expressly agreed to by Licensor in writing.

25. NONSOLICITATION. During the term of this Agreement and for a period of one (1) year thereafter, Company
    agrees not to hire, solicit, nor attempt to solicit, the services of any employee or contractor of Licensor without the
    prior written consent of Licensor. Violation of this provision shall entitle Licensor to assert liquidated damages
    against Company equal to two hundred (200) percent of the solicited person's total annual compensation, together
    with reasonable attorneys' fees incurred by Licensor in enforcing this provision.

26. CURRENCY. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of
    the United States, and any amount advanced, paid or calculated is to be in US currency.

27. AMENDMENTS. All amendments to this Agreement must be in writing and signed by both parties, but may be
    executed in counterpart form.

27. COUNTERPARTS. This Agreement may be executed and delivered in any number of counterparts with the same
    effect as if all parties had all signed the same document. All counterparts shall be construed together and shall
    constitute one and the same original agreement.

28. NOTICES. All notices, requests, demands and other communications required or permitted to be given pursuant to
    this Agreement shall be in writing and shall be deemed to have been duly given upon the date of receipt if delivered
    by hand, recognized national overnight courier, or registered or certified mail, return receipt requested, postage
    prepaid, to the following addresses:

    If to Licensor:
               PaperThin, Inc.
               300 Congress Street, Suite 303
               Quincy, MA 02169
               Attn: Todd Peters

    If to Company:



    Either party may change its designated address by notice to the other party in the manner provided in this Section.




                                                      Page 10 of 16
                                             ATTACHMENT 1

                                   FEE AND PAYMENT SCHEDULE

1. CommonSpot Content Server Pricing

The following outlines the current price structure for CommonSpot Content Server Licenses prior to any
discounts or special pricing promotions:
                                                                             Price                 Subscription
     Standard Edition Server License                                         $19,500               $3,900
     Enterprise Edition Server License                                       $80,000               $9,200

    Slave Server License                                                    $10,250              $2,050
    Development Server License                                              $2,500               $500

    5 Content Contributor Bundle                                            $4,000 per bundle    $0
    1 Concurrent Author Session                                             $4,000               $0

    Content Personalization Add-on Feature                                  $5,000               $1,000
    Meta-Data Add-on Feature                                                $5,000               $1,000
    NT Domain Security Add-on Feature                                       $10,500              $2,100
    Simple Form & Data Sheet Add-on Feature                                 $3,500               $700
    FuseTalk Integration Add-on Feature                                     $3,000               $600

    The Standard Edition License includes
        Ten (10) Content Contributors, or
        Five (5) Dedicated Users + One (1) Concurrent Author Session, or
        One (1) Dedicated User + two (2) Concurrent Author Sessions

    The Enterprise Edition License includes
        Unlimited Content Contributors
        All Add-on Features
        One (1) Development Server License

    The Development Server License includes
        Five (5) Content Contributors
        Non-production Use only




                                                   Page 11 of 16
2. CommonSpot Content Server Licenses

The following outlines the CommonSpot Content Server Licenses that are to be acquired as per this
Agreement.

     License Edition (Specify the desired licenses)
            ___ Standard Edition License
                Enterprise Edition License
            ___ Development Server License

     Content Contributors (Not Applicable if an Enterprise Edition License is selected; otherwise, specify the
               total number of Content Contributors and or Concurrent Authoring Sessions desired). Note
               that the Standard Edition License comes with either 10 Dedicated Content Contributors or 5
               Dedicated Content Contributors and 1 Concurrent Authoring Session.
           ___ Content Contributors
           ___ Concurrent Author Session

     Add-On Features (Not Applicable if an Enterprise Edition License is selected; otherwise, specify the
desired number of Add-on Features)
            ___ Custom Meta Data Support
            ___ Content Personalization
            ___ Simple Form & Datasheet Elements
            ___ NT Authentication
            ___ FuseTalk Integration


     Slave Servers (Specify the desired licenses)
            ___ Slave Servers


             License Fees: $__________


3. Annual Subscription

The following outlines the annual subscription fees.

     The initial Subscription term must be purchased in conjunction with the Software License. Upon expiration
     of the one-year subscription, Company may at its option extend the Subscription for an additional one-year
     period, by paying the then current Subscription fee.

     If Company elects to purchase the annual subscription option and has acquired the Standard Edition
     License, subscription must also be purchased for each Add-on Feature.


     Quantity        Description
       __            Standard Edition License
                     Enterprise Edition License
        __           Slave Server License
        __           Development Server License

        __           Content Personalization Add-on Feature
        __           NT Authentication Add-on Feature
        __           Custom Meta Data Add-on Feature
        __           Simple Form & Data Sheet Add-on Feature
        __           FuseTalk Integration Add-on Feature


     Initial Subscription Fee: $__________

                                                       Page 12 of 16
4. Training

The following outlines the training service to be provided by Licensor. Travel, lodging and meal expenses
incurred as a result of the training will be billed based upon the Travel Expense Guidelines set forth in
Attachment 2 of this Agreement. These expenses are not included in the Training Fee.

     Administrator/Technical Training
       ___ days of CommonSpot “Jump Start” Administrative Training @ $2,500/day – 3 day minimum

     End-User Training
       ___ days of CommonSpot End-User Training @ $2,500/day
       ___ copies of the End-User Courseware @ $225/person

     Training Fee: $__________


5. Fee Total & Payment Schedule

The following outlines the total fees and payment schedule.

     Total Fees:

              License Total:          $__________
              Subscription Total:     $__________
              Training Total:         $__________
                                       =========
              Total:                  $__________

     Payment Terms:
        Payment in full for the Software Licenses, Subscription and Training is due within thirty-days (30) after
        execution of this Agreement by both parties.




                                                     Page 13 of 16
                                                ATTACHMENT 2

                                       EXPENSE REIMBURSEMENT

The following guidelines set forth the standards to be applied in reimbursing Licensor for expenses incurred in
the performance of its Professional Services, or Training Services.

1. Airfare: Company will reimburse Licensor for airfare provided such travel is authorized in advance by
   Company and provided further that Licensor shall not be entitled to reimbursement at the first-class airfare
   rate. Licensor shall submit to Company a copy of any used airline tickets.

2. Ground transportation: Company will reimburse Licensor for travel from the originally assigned work
   locations (or, if no work location is so assigned, Licensor’s principal place of business) to and from the
   temporary work location (any address other than the organically assigned work location) as follows:
            a. at the rate of $.345 (thirty four and a half cents) per mile for use of Licensor personal
                 automobile or,
            b. for reasonable car rental, if any.

3. Incidental Transportation Expenses: Company will reimburse Licensor for any incidental transportation
   expenses (such as bridge tolls and parking fees, etc.) incurred during travel to and from temporary work
   locations.

4. Lodging and Meals: Company will reimburse Licensor for reasonable lodging and meals expenses when
   Licensor is assigned to a temporary work location requiring an overnight stay or longer.

    Licensor shall not be entitled to reimbursement for any meals purchased for persons other than assigned to
    the project.

5. Telephone: Company will reimburse Licensor for long distance and toll telephone calls placed in relation to
   the work contemplated herein.

6. Delivery: Company will reimburse Licensor for messenger services, overnight delivery, and other express
   mail type services when such services are either specifically requested by Company, or when such
   services are reasonably necessary for Licensor performance of Consulting Services hereunder.

7. Entertainment: Company will not reimburse Licensor for entertainment expenses.

8. Other Expenses, such as market research, information technology services and data processing, copy
   charges or purchased reports for third party suppliers, shall be only reimbursed if prior written approval is
   obtained from Company.




                                                      Page 14 of 16
                            ATTACHMENT 3

                           SPECIFICATIONS


FORM OF THE COMMONSPOT USER GUIDE AND COMMONSPOT ADMINISTRATOR GUIDE.




                                Page 15 of 16
                         ATTACHMENT 4

                           SUPPORT


FORM OF THE COMMONSPOT CONTENT SERVER SUPPORT SERVICES DOCUMENT




                             Page 16 of 16

								
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