SpendLogic™ SOFTWARE LICENSE AGREEMENT

BEFORE YOU USE THE PRODUCT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT

This is an Agreement (Agreement itself and Exhibits) between 23 Degrees Consulting, Inc., ("LICENSOR")and CLIENT NAME ("Licensee") under which LICENSOR is licensing software on a non-exclusive basis for use under the terms and conditions stated below.

LICENSE GRANT: The rights granted under this Agreement are effective as of the date of license purchase. LICENSOR hereby grants to Licensee, during the term of the license(s) purchased, a non-exclusive, non-transferable license to use the LICENSOR Licensed Software Product (Software) for internal purpose only.

Licensee may:

Licensee may not:

• Permit the right to use of this Software to any person or entity that is not an authorized user or employee of Licensee (THIRD PARTY).
• Distribute, transfer, disclose, display or otherwise make available to others Confidential Information.
• Reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from any of the Software.
• Sell, rent, lend, lease, copy, sublicense, assign, grant a security interest in, or otherwise transfer rights to the software, except to the extent provided above, or remove any proprietary notices or labels on the Software.
• Take any steps whatsoever, including without limitation, compiling, reverse compiling and engineering, unassembling, or disassembling, to generate copies or versions of the Software.
• Enhance or update the Software, except that LICENSOR, at its sole discretion, may from time to time, enhance or update the Software to improve performance or operation; revise documentary thresholds in accordance with federal laws and regulations; or for the purpose of fixing errors in Software logic.

CONFIDENTIALITY: Licensee acknowledges and agrees that LICENSOR represents that the Software is a valuable and unique asset of LICENSOR and contains Confidential Information and trade secrets of LICENSOR. Confidential Information shall mean the Software and related documentation (text describing the installation and use of the Software) provided by LICENSOR to Licensee. Confidential Information shall at all times remain the sole and exclusive property of LICENSOR.

LICENSOR acknowledges that Licensee may enter confidential, proprietary and/or competitively sensitive information into the Software. Such confidential, proprietary and/or competitively sensitiveinformation of Licensee shall not be disclosed or released by LICENSOR unless demanded via subpoena or other court order. LICENSOR shall use the same care it takes to protect its own like information, but in no case less than reasonable care, to protect the confidential, proprietary and/or competitively sensitive information of Licensee entered into the Software.

SECURE LICENSEE ENVIRONMENT: Licensee is responsible for maintaining the security of the environment in which the Software is used and the integrity of any private key file used with the Software. If Licensee is sending or receiving digital certificates, Licensee is responsible for familiarizing itself with and evaluating such terms and limitations.

TERM AND TERMINATION: This Agreement is effective retroactive to the date on which the Software was initially used by Licensee and shall continue thereafter unless earlier terminated as set forth in this section.

Either party may terminate this Agreement for the material breach of any term by the other party if such material breach remains uncured for thirty (30) days after receipt of written notice of such material breach from the non-breaching party. Notice shall describe in reasonable detail the nature of the breach.

Either party may terminate this Agreement immediately upon written notice to the other party in the event that such other party (a) becomes insolvent or makes an assignment for the benefit of creditors;(b) files or has filed against it any petition under any Title of the United States Code or under any applicable bankruptcy, insolvency, reorganization, or similar debtor relief law which is not discharged within sixty (60) days of filing; or (c) requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.

Upon termination of this Agreement, Licensee's license to use the Software shall terminate and use of the Software will be revoked by LICENSOR. Termination of this Agreement by Licensor will include the cessation of access to information, findings, reports and other data entered into the Software by Licensee or produced by the Software.

Termination shall be effective at the end of the calendar month in which termination occurs. Unless otherwise specified herein or otherwise agreed in writing or in the event of termination of this Agreement by Licensee pursuant to section above, all fees collected or accrued prior to the date of termination shall be retained by LICENSOR without any pro rata refund to Licensee.

The termination of this Agreement shall not extinguish any rights or obligation of the parties relating to protection of Confidential Information. Upon termination of this Agreement by Licensee, LICENSOR will retain archival copies of Licensee information maintained by the Software. Within 30 days of written request by Licensee, LICENSOR will certify destruction of such Licensee information in writing.

LIMITED WARRANTY: LICENSOR warrants that, for a period of thirty (30) days from the date of acquisition, the Software, if operated as directed, will substantially perform in accordance with its documentation. LICENSOR does not warrant, however, that Licensee's use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. LICENSOR does not warrant the accuracy or reliability of any information or data entered by Licensee using the Software,nor does LICENSOR warrant any product generated by LICENSOR based upon the information or data entered by Licensee. In addition, the security mechanisms implemented by the Software have inherent limitations, and Licensee must determine that the Software sufficiently meets Licensee's requirements.LICENSOR does not warrant, take responsibility or assume liability for errors or disruption caused by viruses.

Upon notice provided by Licensee, LICENSOR will use reasonable commercial efforts, at its sole discretion, to repair, replace, advise or refund pursuant to the foregoing warranty within thirty (30)days of being so notified.

If any modifications are made to the Software (including modifications to the LICENSOR database schema) during the warranty period, other than by or with the prior approval of LICENSOR or if Licensee violates a material term of this Agreement, then this warranty shall immediately terminate. Moreover, this warranty shall not apply if the Software is used on or in conjunction with hardware or software other than hardware and software customarily used with software like the Software unless such conjunctive use is approved in writing by LICENSOR.

THIS IS A LIMITED WARRANTY, AND IT IS THE ONLY WARRANTY MADE BY LICENSOR OR ITS SUPPLIERS. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.

NEITHER LICENSEE, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS ANY RIGHT TO MAKE ANY REPRESENTATION, WARRANTY OR PROMISE ON BEHALF OF LICENSOR WITH RESPECT TO THE SOFTWARE.

UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES UNDER THIS AGREEMENT OR ITS TERMINATION IRRESPECTIVE OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

IN NO EVENT SHALL LICENSOR'S LIABILITY TO LICENSEE FOR DAMAGES FOR ANY ACTION OR CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT. THIS LIMITAION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTAION, AND OTHER TORTS. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE OR INTENTIONAL MISCONDUCT.

EXPORT: Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including the Software in any medium. Licensee agrees that it will not export or re-export the Software in any form,other than in compliance with any applicable laws and regulations.

TITLE: Title to and ownership of the Software, and all copies thereof, shall at all times reside with LICENSOR, and the Software is protected by United States copyrights laws and international treaty provisions. Licensee acknowledges that it obtains no ownership rights to the licensed Software under the terms of this Agreement. All rights to the Software, including but not limited to LICENSOR Confidential Information, trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property of LICENSOR. All copies of the Software delivered to Licensee or made by Licensee remain the property of LICENSOR. LICENSOR acknowledges that it obtains no ownership rights to the Licensee Work or any Licensee information maintained in the Software.

INDEMNITY: LICENSOR, at its own expense, will defend and indemnify LICENSEE with respect to any action brought against LICENSEE to the extent it is based on a claim that the Software infringes any patent, copyright, trade secret or other proprietary right, provided that LICENSEE gives prompt written notice to LICENSOR of any such claim, assist in the investigation, defense, and settlement thereof at LICENSOR's expense, and allows LICENSOR to control the defense of all such claims, lawsuits or other proceedings. If the Software is, or in LICENSOR's opinion may become, the subject of any infringement claim or is determined by a court to infringe an intellectual property right and its use is enjoined, LICENSOR shall, at its sole option and expense, either: (a) procure for LICENSEE the right to use suchSoftware; or (b) replace or modify the Software in such a way that it will not constitute an infringement.

INTENDED USE: The Software is intended to support and supplement the compliant procurement activities of Licensee. It is not intended, on its own, to guarantee any result during a government review or audit. Specifically, this Software is not intended as a sole substitute for training on federal laws and regulations. Compliance with federal regulations and public laws can only be guaranteed via coordination of Software use; regular recurring training of Licensee staff; and conformance with direction from government audit agencies such as the Defense Contract Management Agency (DCMA) and the Defense Contract Audit Agency (DCAA). Questions related to compliance with federal laws and regulations should be referred to Licensee Contracting Officers and Administrative Contracting Officers; external experts in the fields of procurement compliance and supply chain management under federal contracts; and internal legal and/or compliance personnel.

U.S GOVERNMENT USERS: The Software is a "commercial item," as that term is defined in 48 C.F.R (2.101 (1997) and Federal Acquisition Regulation (FAR) 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 4848 C.F.R. (12.212 (1997). Consistent with 48 C.F.R. (12.212 and 48 C.F.R. ((227.7202-1 through 227.7202-4)), allU.S. Government users acquire the Software with only those rights set forth herein, notwithstanding any contrary provision in any prime contract or subcontract.

GOVERNING LAW: This Agreement shall be governed by and construed and enforced under the laws of the United States of America and the state of California, excluding conflict of law provisions (except to the extent applicable law, if any, provides otherwise). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

DISPUTE RESOLUTION: Any controversy, claim or dispute arising out of or relating to this Agreement, orany breach, termination or invalidity thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("Rules"), and judgment upon any award rendered may be entered into any court having proper jurisdiction. In accordance with such Rules, each party shall designate one arbitrator, and these two arbitrators shall designate a third arbitrator. The place of arbitration shall be in Northern Virginia or the District of Columbia. The arbitrator shall be entitled to award costs, fees and expenses (including reasonable attorney's fees) to the prevailing party in accordance with the terms of this Agreement. Nothing in this section shall limit either party's right to pursue injunctive or other equitable relief.

ASSIGNMENT: Neither party may assign this Agreement to any third party without the express written consent of the other party, except that either party may, upon written notice to the other, assign this Agreement to a company that controls, is controlled by, or under common control with such party. For the purposes of this Agreement, the following transaction relating to the parties shall not be deemed an assignment of the Agreement and shall not give rise to any requirement of approval or consent by any party to this Agreement: any merger (including, without limitation, a re-incorporation merger), consolidation, reorganization, stock exchange, sale of stock or substantially all of the assets of the party or other similar or related transaction in which LICENSOR or Licensee, as applicable, is the survivingentity, or if not the surviving entity, the surviving entity continues to conduct the business conducted by such party prior to consummation of the transaction. FORCE MAJEURE: Both parties' performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or otherhostility, civil disorder, unusually severe weather, fire, explosion, power failure, and industrial or labor disputes.