FAT FREE CRM COMMERCIAL SOURCE CODE LICENSE AGREEMENT This source code agreement (hereinafter - "Agreement") is made between Michael Dvorkin dba Fat Free Software (hereinafter - "Fat Free Software") and you, the customer (hereinafter - "Licensee"). Fat Free Software and Licensee agree as follows: 1. DEFINITIONS For purposes of this Agreement, the following definitions shall apply: 1.1 "Software" means the Fat Free CRM software product licensed by Licensee from Fat Free Software. 1.2 "Source Code" means existing programming code that implements the Software as well as all modifications made to the Software during the first calendar year since this Agreement goes into effect. 1.3 "Derivative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation, abridgment, condensation, expansion or any other form in which Source Code, may be recast, transformed or adapted. 1.4 "Purpose" means the creation of bug fixes, corrections, enhancements, revisions, modifications, and adaptations of Source Code and addition of new interfaces, features, and functionality to the Software. 2. LICENSEE RIGHTS AND RESTRICTIONS 2.1 The Source Code is licensed, and not sold. By completing this Agreement and subject to the restrictions and consideration stated below, Fat Free Software grants Licensee non-exclusive, non-transferable, worldwide right to: (a) use and reproduce as many copies of the Source Code as are reasonably necessary only for the purpose of exercising the rights granted under this Agreement; (b) modify and create Derivative Works of the Source Code for the Purpose; (c) use, reproduce, have reproduced, sell, distribute, perform or otherwise transfer, directly or through distributors or resellers, Derivative Works, that are consistent with the Purpose. 2.2. No rights are granted to Licensee hereunder to sell, distribute, make available, publish, sublicense, or otherwise transfer the Source Code except as provided in section 2.1 above. Licensee shall not use the Source Code for anything other than its intended, legitimate, and legal purpose. 2.3. The terms of this Agreement do not entitle Licensee to receive any support or maintenance services from Fat Free Software with respect to the Source Code. 3. OWNERSHIP The Source Code is copyrighted work protected by the United States copyright law and contains proprietary information protected at law. Fat Free Software maintains title and ownership of all copyright interests in the Source Code. 4. LIMITATION ON LIABILITY To the extent permitted under applicable law, Fat Free Software is licensing the Source Code "AS IS", WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PROPRIETARY RIGHTS OF A THIRD PARTY. IN NO EVENT WILL FAT FREE SOFTWARE BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOURCE CODE. 5. TERMINATION. 5.1. This Agreement shall become effective on the date when Licensee pays agreed amount to Fat Free Software, and shall remain in effect perpetually unless terminated as provided herein. 5.2. Without prejudice to any other rights, Fat Free Software shall have the right to terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee shall destroy all copies of the Source Code. 5.3 Licensee shall have the right to terminate this Agreement at any time by destroying all copies of the Source Code. 6. GOVERNING LAW AND DISPUTES. This License shall be governed by California law and controlling United States Federal law provisions except to the extent applicable law provides otherwise. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. With respect to disputes: (a) all disputes relating to this Agreement shall be subject to final and binding arbitration; (b) any arbitration relating to this Agreement shall be held in Santa Clara County, California, USA; (c) any litigation relating to this Agreement shall be subject to the jurisdiction of the Federal Courts of the Northern District of California, with venue lying in Santa Clara County, California, USA. Fat Free Software 10385 S. Tantau Ave. Cupertino, CA 95014 USA ____________________________________ Licensee ____________________________________ ____________________________________ Name Name ____________________________________ ____________________________________ Signature Signature ____________________________________ ____________________________________ Date Date