1.                          Infringement

Licensee will promptly notify Sherpas Group AB of any infringement or attempted infringement of Sherpas Group AB’s rights in the Software of which it becomes aware. Licensee will actively cooperate with Sherpas Group AB in any action that Sherpas Group AB may undertake to protect any of its rights in connection with the Software.

2.                          Indemnification

Licensee must defend or settle, at its own expense, any action brought against Sherpas Group AB based upon the claim that any modifications to the Software or combination of the Software with other products infringes or violates any third party right; provided, however, that (i) Sherpas Group AB shall notify Licensee promptly in writing of any such claim; (ii) Sherpas Group AB shall not enter into any settlement without Licensee 's prior written consent; (iii) Licensee shall have control of any such action and settlement negotiations; and (iv) Sherpas Group AB shall provide Licensee with information and assistance to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Sherpas Group AB attributable to such claim.

Sherpas Group AB may decline to defend any action against Licensee brought by a third party based upon a claim that the Software infringes any right of such third party.

3.                          Warranties

Sherpas Group AB warrants that the Software shall be free from Defects for a period of ninety (90) days after the date of delivery of the Software (the “Limited Warranty”). Sherpas Group AB is, however, not responsible for Defects in the Software that are due to

1. a) incorrect use of the Software, including not using the version of the Software recommended by Sherpas Group AB,
2. b) use of the Software contrary to Sherpas Group AB’s written instructions,
3. c) changes made by Licensee to the Software, or
4. d) a fault or deficiency in (or caused by) hardware or software used in conjunction with the Software and not provided under this Agreement.

This Limited Warranty is the only express warranty made to the Licensee and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Sherpas Group AB and its partners provide the Software on an as is basis with all faults and hereby disclaims all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the provision of or failure to provide Support services. Further, there is no warranty or condition of title or non-infringement with regard to the Software.

4.                          Limitations on transfer

Licensee shall not assign this contract or Licensee ’s rights hereunder without the prior written consent of Sherpas Group AB. Notwithstanding the foregoing, Licensee may transfer this license without the consent of Sherpas Group AB (i) to a wholly owned subsidiary, provided that by doing so Licensee shall be deemed to have agreed to indemnify Sherpas Group AB for any loss that it suffers as a result of the transfer, or (ii) to such entity that acquires all or substantially all of the business and assets of Licensee . Any purported assignment without the required consent shall be null and void. As a condition of obtaining consent, Licensee may have to pay a transfer fee.

5.                          Confidentiality

 “Confidential Information” means any material, data, or information in whatever form or media of a Party to this Agreement that is provided or disclosed to the other, except for any information that is:

1. a)    publicly available or later becomes available other than through a breach of this Agreement;

1. b)    known to the Licensee or its employees, agents, or representatives prior to such disclosure or is independently developed by the Licensee or its employees, agents, or representatives subsequent to such disclosure; or

1. c)    subsequently lawfully obtained by the Licensee or its employees, agents, or representatives from a third party without obligations of confidentiality.

The Licensee that has received Confidential Information shall exercise the same degree of care and protection with respect to the Confidential Information of Sherpas Group AB that it exercises with respect to its own Confidential Information and in any event, at least diligent and prudent care. The Licensee shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of Sherpas Group AB. Notwithstanding the above, either Party may disclose Confidential Information if so required by law (including court order or subpoena), provided that such disclosure is notified in time to Sherpas Group AB to permit it to seek confidential treatment of its Confidential Information. The Licensee shall exercise its best efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with Sherpas Group AB to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

6.                          Unauthorized Use or Distribution

Except in accordance with the License, Licensee shall not copy, duplicate, reverse engineer, decompile, disassemble, record, alter, merge, adapt, translate, create any derivative works, or otherwise reproduce any part of the Software or Confidential Information, nor attempt to do any of the foregoing, without the prior written consent of Sherpas Group AB. Any tangible embodiments of the Software or Confidential Information that may be generated by Licensee, either pursuant to or in violation of this Agreement, will be deemed to be the sole property of Sherpas Group AB and fully subject to the obligation of confidentiality.

7.                          Limitation of Liability

For any breach of this Agreement, Licensee ’s exclusive remedy and Sherpas Group AB’s entire liability is, at Sherpas Group AB’s option, either the correction of the Defects in the Software, re-performance of the service (if the breach arises out of Sherpas Group AB’s service), or recovery by the Licensee of a part of the amount paid that reasonably relates to the breach, subject to the limitations set out below. Sherpas Group AB is not liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, failure to realize expected savings, or other intangible losses (even if Sherpas Group AB has been advised of the possibility of such damages), resulting from the Licensees use of the Software. To the extent permitted by law, Sherpas Group AB’s liability to the Licensee in connection with any cause of action, costs or damages relating to this Agreement shall not exceed the total fees paid in the 12-month period preceding the event giving rise to the claim.

8.                          Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between Sherpas Group AB and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

Sherpas Group AB may not reproduce, display and use Licensees trade-marks and trade-names for the purpose of advertising Licensee ’s use of the Software in any of Sherpas Group AB’s promotional materials without the prior written consent of Licensee.

Licensee may not reproduce, display, or use Sherpas Group AB trademarks and tradenames without the prior written consent of Sherpas Group AB.

9.                          Intellectual Property

The Licensee acknowledges that the Software and all intellectual property rights pertaining to the Software are the property of Sherpas Group AB and that the structure, organization, and code of the Software are valuable trade secrets of Sherpas Group AB. Licensee must not export the Software into a country that does not have copyright laws that will protect Sherpas Group AB’s proprietary rights. Licensee agrees to use reasonable effort to prevent and protect the Software from unauthorized use, reproduction, distribution, or publication. Licensee shall not remove or obscure any Sherpas Group AB copyright or trade-mark notices.