SOFTWARE LICENSE AGREEMENT


The following are the terms and conditions under which Odeon A/S licenses the Odeon software.

1. License Grant:
1.1. Licensed program(s), including any documentation relating to or describing such licensed program(s) such as, but not limited to, user manuals, now or hereafter provided by Odeon A/S, are furnished to Customer under a nonexclusive, non-transferable license solely for Customer's own use.  The licensed program(s) may not be reverse compiled, disassembled or otherwise reverse engineered.

2. Title:
No title to or ownership in the licensed program(s) is transferred to Customer. Title to and all applicable rights in patents, copyrights and trade secrets in the licensed program(s) shall remain in Odeon A/S. Licensed program(s) provided hereunder, including the ideas, concepts, know-how and technology contained therein, are proprietary and confidential to and contain trade secrets of Odeon A/S or third parties from whom Odeon A/S has obtained rights to license the licensed program(s), and Customer agree to be bound by and observe the proprietary, confidential and trade secret nature thereof as herein provided. Customer agrees to take appropriate action by instruction or agreement with its employees who are permitted access to the licensed program(s) to fulfil its obligations hereunder. Except as may be permitted in writing by Odeon A/S, Customer shall not provide, or otherwise make available, the licensed program(s) or copies thereof to any third party.

3. Term and Termination:
3.1. The term of each license granted hereunder shall commence on the date the  license fee is due and payable by Customer and shall continue until such time as Customer discontinues use of the licensed program(s) on the computer system, but otherwise shall be without restriction as to time.
3.2. Odeon shall have the right to terminate Customer's license if Customer fails to comply with these license terms and conditions. Odeon A/S shall give written notice to Customer of any such default and if the default is not remedied within thirty (30) days after such notice, the license shall terminate.
3.3. Customer agrees, upon expiration of the license term or upon termination by reason of Customer's default, to immediately return or destroy the licensed program(s) and copies thereof as directed by Odeon A/S and, if requested by Odeon A/S, to certify in writing as to the destruction or return of the licensed program(s) and all copies thereof.

4. Use of Licensed Program(s) and Limitation of Liability:
4.1. Customer shall retain full control over the use of the licensed program(s) and any modifications or enhancements thereof as well as Customer's use of any recommendations provided by Odeon A/S during the course of providing service under any other agreement. Accordingly Customer agrees to be solely responsible for the design, repair and configuration of Customer's equipment, machinery, systems and/or products. Customer assumes all risks and liability for results obtained by the use or implementation of the designs in any way influenced by the use of the licensed program(s) or the provision of services, whether such designs are used singly or in combination with other designs or products. Customer agrees that Odeon A/S shall have no liability to Customer or to any third party for any ordinary, special or consequential damage or losses which might arise directly or indirectly by reason of Customer's use of the licensed program(s) or the provision of services. Customer shall protect, indemnify, hold harmless and defend Odeon A/S of and from any loss, cost, damage or expense, including attorney's fees, arising from any claim asserted against Odeon A/S that is in any way associated with the matters set forth in this Paragraph 4.1.
4.2. With respect to any claim not subject to Paragraph 4.1., the liability of Odeon A/S for any claim hereunder, regardless of the form of action, whether in contract or tort, including claims of negligence against Odeon A/S, shall be limited to the total of all amounts Customer has paid to Odeon A/S for the licensed program(s) or services that are alleged to have caused damages or that is related to the cause of action. In no event shall Odeon A/S be liable for any incidental or consequential damages including, without limitation, loss of use, loss of profits or other consequential damages, even if Odeon A/S has been advised of the possibility of such damages. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Customer more than two years after the cause of action has occurred.

5. Proprietary Rights:
Information and data supplied by Odeon A/S with the licensed program(s) delivered hereunder, such as, but not limited to, user manuals and documentation, are confidential and proprietary to Odeon A/S and contain trade secrets of Odeon A/S. Such information and data are furnished solely to assist Customer in the installation, operation and use of the licensed program(s). All such confidential and proprietary information and data shall be so marked and Customer agrees to abide by the terms of such markings and not to reproduce or copy such data except as is reasonably necessary for proper use of the licensed program(s).
 
6. Export:
6.1. Customer acknowledges that the licensed program(s) provided hereunder may be subject to export controls. Customer agrees that any licensed program(s) licensed hereunder will not be exported (or re-exported from the country where it was first installed), directly or indirectly, separately or as part of a system.
6.2. Customer acknowledges and agrees that it shall not use the licensed program(s) in the design, development, production, stockpiling or use of missiles, or biological weapons nor shall it use the licensed program(s) for facilities which are intended to produce chemical weapon precursors.
6.3. Customer further acknowledges and agrees that it shall not use the licensed program(s) either directly or indirectly to design, develop, fabricate or test nuclear weapons or nuclear explosive devices or to design, construct, fabricate, operate or construct components for facilities, for the chemical processing or irradiated special nuclear or source material, for the production of heavy water, for the separation of isotopes of source and special nuclear material, or for the fabrication of nuclear reactor fuel containing plutonium.

7. General:
7.1. Customer may not assign any of its obligations, rights or remedies hereunder and any such attempted assignment shall be null and void.
7.2. Customer shall not in any manner or form disclose, provide or otherwise make available, in whole or in part, any licensed program(s) and/or documentation to any third parties.