InSitu Testing Step 2: License Agreement

SOFTWARE LICENSE AGREEMENT
	THIS INSITU SOFTWARE LICENSE AGREEMENT is entered between Drummond Group, Inc., a Delaware corporation ("DGI") and  ("Licensee").  In consideration of the mutual covenants and promises contained in this
Agreement, the parties agree as follows:
1. DEFINITIONS.
1.1 "Agreement" means this INSITU Software License Agreement and the related Schedule(s) (as defined
below), unless the context requires otherwise.
1.2 "Application Under Test" means any functionality, process, or procedure that is represented
or processed by Licensee's internal legacy applications and is to be tested for interoperability
by Licensee through the use or operation of the Software.
1.3 "Derivative Work" has the meaning as defined in the Copyright Act, 17 U.S.C. S 101 (2000).
1.4 "Documentation" means the standard user manual or other documentation or explanatory
material related to the Software, as described in the attached Schedule(s), and any subsequent
versions thereof which Licensee may receive from DGI.
1.5 "Intellectual Property Rights" means all intellectual property rights protected by law
throughout the world, including all copyrights, copyright registrations and applications,
trademark rights (including trade dress), trademark registrations and applications, patent
rights (including the right to apply therefor), patent applications (including the right to
claim priority under applicable international conventions) and all patents issuing thereon,
industrial property rights, inventions (whether or not patentable), together with all utility
and design, know-how, specifications, trade names, mask-work rights, trade secrets, moral
rights, author's rights, algorithms, rights in packaging, goodwill, and other intellectual and
industrial property rights, as may exist now and hereafter come into existence, and all renewals
and extensions thereof, regardless of whether any of such rights arise under the laws of the
United States or of any other state, country or jurisdiction.
1.6 "Client Software" means the following software developed and marketed by DGI, in object
code, binary form only: InSitu Client.
1.7 "DGI Platform Software" means the following software developed and marketed by DGI, in
object code, binary form only: InSituServer and InSituXML.
1.8 "Software" means authorized copies of the object code, binary form of the Client Software
and the DGI Platform Software.
2. LICENSE GRANTS AND RESTRICTIONS.
2.1 Subject to the terms of this Agreement, DGI grants to Licensee a non-transferable,
non-exclusive, non-sublicenseable limited license, under all applicable Intellectual Property
Rights, to install, copy, use and display the Client Software on a computer or computer network
[Please verify], owned or controlled solely by Licensee, and to access and permit its employees
to access the DGI Platform Software in accordance with the Documentation, for the sole purpose
of testing the interoperability of the Application Under Test set forth in the Schedule(s), and
only for the period of time set forth in such Schedule(s). The license granted herein is
personal to Licensee, and shall not extend to any of their subsidiaries, affiliates, or entities
owned or controlled by Licensee.
2.2 Except as expressly set forth in this Agreement or any Schedule, Licensee may not: 
(a) (i) decompile, disassemble, or otherwise reverse engineer (except as otherwise required by
copyright law) or attempt to reconstruct or discover, in any way, any source code, programming,
algorithms, design structure, interoperability interfaces, concepts, construction methods
underlying ideas, or file formats of the Software, for any purpose, (ii) remove any
identification markings, including but not limited to copyright notices and trademarks, from the
Software, or (iii) make any modification, enhancement, or Derivative Work of the Software, or
incorporate the Software, or any portion thereof, into or with any other software;
(b) copy, sell, lease, assign, distribute or transfer in any manner or form, in whole or in
part, the Software; 
Notwithstanding the foregoing, Licensee may make copies of the Documentation, containing all
legends, trademarks, trade names, copyright notices and other identifications associated with
the original, to the extent reasonably necessary to operate the Software as set forth in this
Agreement.
2.3 Except as specifically set forth in this Agreement, Licensee acknowledges that this
Agreement does not grant Licensee any use or rights to the Software, including, but not limited
to, any rights to the source code for the Software. 
2.4 Licensee acknowledges that DGI has, and will from time to time create, other computer
software programs that may be based upon or related to the Software and that those other
programs are not licensed to Licensee under this Agreement.
2.5 Except as specifically set forth in an Schedule, Licensee acknowledges that DGI has no
responsibility for providing Licensee with any services, support, product upgrades or other
enhancements for or in connection with, and that DGI is under no obligation to create any
product upgrades or enhancements to, the Software.  
3. FEES AND PAYMENTS. 
3.1 In consideration of the rights granted to Licensee under this Agreement, Licensee will pay
DGI the license and other fees (the "Fees") in the manner and amounts set forth in the
Schedule(s), which payments will be nonrefundable and irrevocable except as otherwise provided
in Sections 4.1 or 6.2.  Unless otherwise set forth in any Schedule, the Fees are due and
payable in United States' dollars, in full, net thirty (30) days of License's receipt of DGI's
invoice. 
3.2 The amounts due to DGI under this Agreement do not include taxes, duties or similar fees.
If DGI is required to pay (a) sales, use, property, value-added, withholding or other taxes, (b)
any customs or other duties, or (c) any import, warehouse or other fees, associated with the
importation or delivery based on the licenses granted or services performed under this Agreement
or on Licensee's use of the Software, then such taxes, duties or fees will be billed to and paid
by Licensee.  If Licensee is permitted to declare any such taxes, Licensee will declare and pay
such taxes and DGI will not be required to invoice Licensee.  This Section 3.2 does not apply to
taxes based on DGI's income or payroll taxes.
3.3 All past due invoices will accrue interest at the lesser of (a) one and one-half percent (1
1/2%) per month, or (b) the maximum rate permitted by applicable law, in each case, from the
date due until fully paid.
3.4 Any purchase order issued by Licensee is for Licensee's convenience only and,
notwithstanding DGI's acceptance of the purchase order, will not change or add to the terms and
conditions of this Agreement.
3.5 Licensee will permit DGI, once per year, to audit Licensee's use of the Software, at
reasonable times and with reasonable notice, for the purpose of verifying Licensee's adherence
to the terms and conditions of this Agreement.  Any audit requested by DGI will be conducted
during Licensee's regular business hours, will comply with Licensee's normal security
procedures, and will not unreasonably interfere with Licensee's business operations.  All
out-of-pocket costs associated with an audit will be paid by DGI, unless the audit discovers
that Licensee has voilated the terms and restrictions of the licenses granted in this Agreement,
in which case all out-of-pocket costs will be paid by Licensee.
4. WARRANTIES AND DISCLAIMERS.
4.1 DGI warrants to Licensee that, on the date of Licensee's initial use of the Software and for
a period ending thirty (30) days following that date (the "warranty period"), the Software will
perform substantially in accordance with the published specifications and Documentation.  If
notified in writing by Licensee during the warranty period, DGI will, at its sole option, either
(a) correct significant program errors in the Software within a reasonable time, not to exceed
thirty (30) days; or (b) accept return of the Software and Documentation and refund, pro-rata
any amounts paid by Licensee to DGI under applicable Schedule for any future use of the Software
that is affected by such return.
4.2 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
GOOD TITLE, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE
OF DEALING, CUSTOM OR USAGE OR OTHERWISE.
5. LIMITATION OF LIABILITY.
Notwithstanding any provision in this agreement to the contrary, neither party will  be
responsible for and will bear no liability for any damages arising from any use of the Software,
or any stoppages, slowdowns, performance problems or other problems that are the result of the
Internet or the Licensee's telecommunications or internet access providers.  IN NO EVENT WILL
EITHER PARTY BE LIABLE OR OBLIGATED UNDER THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, BREACH
OF WARRANTY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (A) FOR ANY AMOUNTS IN EXCESS
OF THE AGGREGATE OF THE FEES PAID TO DGI UNDER THE SCHEDULE UNDER WHICH SUCH LIABILITY AROSE, OR
(B) FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR IN
CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF SUCH  PARTY HAS BEEN
ADVISED, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO,
LOST PROFITS, LOST BUSINESS REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL
OR ECONOMIC LOSS OF ANY KIND.  THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY. 
6. PATENT INDEMNIFICATION AND COPYRIGHT.
6.1 DGI agrees to indemnify and hold Licensee harmless from any final award of costs (including,
but not limited to, court costs and reasonable attorneys' fees) and damages against Licensee in
any action alleging that the Licensee's use of the Software infringes upon any U.S. patent
issued as of the Effective Date or any copyright, provided that (a) Licensee promptly notifies
DGI in writing no later than thirty (30) days after Licensee's notice of any potential claim,
(b) Licensee permits DGI to defend, compromise or settle the claim, and (c) Licensee gives DGI
all available information, reasonable assistance, and authority to enable DGI to do so.  
6.2 If the Software or any portion of the Software becomes, or in DGI's opinion is likely to
become subject to any claim of infringement, DGI will either (a) procure for Licensee the right
to continue exercising its rights under this Agreement with respect to the Software; or (b)
replace or modify the Software to make it non-infringing, or if, neither (a) or (b) are, in
DGIs' sole discretion, commercially feasible, terminate the licenses to the Software granted
under the applicable Schedule and refund, pro rata, to Licensee any amounts for future use of
the Software affected by such license termination.
6.3 Notwithstanding the foregoing, DGI will have no liability for any claim of infringement
based upon, and Licensee will indemnify and hold DGI harmless from any costs (including, but not
limited to, court costs and reasonable attorneys' fees) and damages against any infringement
claim for Licensee's (a) use of a superseded or altered release of the Software if the
infringement would have been avoided by the use of a current unaltered release of the Software
that DGI provided to Licensee; or (b) use of the Software which has been modified pursuant to
Licensee's specific request; (c) use of the Software (i) other than in accordance with the terms
and conditions set forth in this Agreement; (ii) other than under normal use as set forth in the
Documentation; or (iii) in combination with other software or equipment not provided by DGI if
such infringement would not have occurred without such use or combination; or (d) continuing the
allegedly infringing activity after notice.
6.4 In no event will either party's liability for indemnification under this Section 6 exceed,
in the aggregate, the total amount paid by Licensee to DGI under the Schedule governing
Licensee's use of the infringing material, during the twelve (12) months immediately prior to a
party's knowledge of a claim giving rise to indemnification.  Notwithstanding any provision in
this Agreement to the contrary, this Section 6 states the entire liability of either party with
respect to infringements of any copyrights, patents or any other proprietary rights.
7. TRADE SECRETS AND CONFIDENTIAL INFORMATION.
7.1 Licensee acknowledges that DGI's representation that it is the owner of all Intellectual
Property Rights associated with the Software and except as set forth in this Agreement, DGI does
not grant any rights to or ownership of the Software to Licensee. Licensee further acknowledges
that DGI retains all right, title and interest in the Software and in all improvements,
enhancements, modifications and Derivative Works of the Software including all rights to patent,
copyright, trade secret and trademark, regardless of the identity of the creating party.
7.2 Licensee agrees that all trademark and intellectual property notices for the Software will
be preserved unmodified.  Licensee further agrees to take all reasonable steps to ensure that
unauthorized persons will not have access to any of the Software and that all authorized persons
having access will refrain from any disclosure, duplication or reproduction of the Software
except to the extent permitted under this Agreement.
7.3 Licensee agrees not to challenge, directly or indirectly, any right or interest of DGI in
the Software nor the validity or enforceability of DGI's rights under applicable law.  Licensee
agrees not to directly or indirectly register, apply for registration or attempt to acquire any
legal protection for, or any proprietary rights in, Software or to take any other action which
may adversely affect DGI's rights or interest in the Software in any jurisdiction. 
7.4 Licensee agrees to notify DGI immediately and in writing of all circumstances, of which
Licensee is aware, surrounding the unauthorized possession or use of the Software by any person
or entity.  Licensee agrees to cooperate fully with DGI, at DGI's expense, in any litigation
relating to or arising from such unauthorized possession or use.
7.5  Licensee acknowledges that, in the event of a breach of its obligations under this Section
7, DGI may (a) immediately terminate this Agreement, without liability to Licensee; (b) bring an
appropriate legal action to enjoin any such breach of this Agreement without the need to obtain
a bond or other security; and (c) recover from Licensee reasonable attorneys' fees and costs in
addition to other appropriate relief.  
8. TRADEMARKS.
8.1 Licensee acknowledges DGI's ownership of the trademark in and to the Software names, and all
related trademarks and service marks.  Except as set forth in this Agreement, Licensee further
acknowledges that it will acquire no interest in such trademarks and service marks by virtue of
this Agreement or the performance by Licensee of its duties and obligations under this
Agreement.  Licensee agrees not to use the name of the Software names or marks (or any
confusingly similar name or symbol), in whole or in part, as part of Licensee's business or
trade name.
8.2 Each party agrees to cooperate with the other party in co-branding their services.  During
the term of this Agreement, each party grants to the other a non-exclusive, limited right and
license to use the other party's name and logo solely for promotional purposes, subject to the
prior written approval of the party owning such name, which approval will not be unreasonably
withheld or delayed.  Each party will provide the other with its logo(s) upon request. 
9. EXPORT.
Licensee agrees that it will not, directly or indirectly, export or re-export, or knowingly
permit the export or re-export of, the Software, or any technical information about the Software
or Documentation, to any country for which the United States Export Administration Act, any
regulation thereunder, or any similar United States law or regulation, requires an export
license or other United States government approval, unless the appropriate export license or
approval has been obtained.
10. TERM AND TERMINATION.
10.1 This agreement shall be for a term of one year beginning on the effective date (the
"initial term"), and shall continue for successive one year terms thereafter (together with the
Initial Term, the "Term"), unless terminated by either party upon written notice delivered at
least 90 days prior to the expiration of the then current term. Notwithstanding any provision in
this Agreement to the contrary, DGI may terminate this Agreement at any time after the
occurrence of any of the following events: 
(a) Licensee is declared or acknowledges that it is insolvent or otherwise unable to pay its
debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary)
for bankruptcy, insolvency or relief from creditors of Licensee; 
(b) Licensee enters into any agreement relating to its acquisition by an unaffiliated third
party or a majority of the equity interest of Licensee is obtained by an unaffiliated third
party within any twelve (12) month period; or
(c) Licensee assigns or transfers this Agreement or any of its rights or obligations under this
Agreement or any Schedule, without DGI's prior written approval.
10.2 Licensee may terminate this Agreement at any time after DGI is declared or acknowledges
that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing
of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from
creditors or DGI.
10.3 Either party may, at its option, terminate this Agreement for a material breach of this
Agreement by the other party after giving the other party written notice, specifically
identifying the breach on which termination is based, and (30) days to cure such breach (except
for a breach based upon non-payment of any sums due for which the breaching party will have ten
(10) days to cure such breach).  If the breach is not cured within the appropriate time period,
this Agreement will terminate without further action by either party.
10.4 Either party may, at its option, terminate any Schedule for a material breach of the terms
and conditions set forth in that Schedule by the other party after giving the other party
written notice, specifically identifying the breach on which termination is based, and (30) days
to cure such breach (except for a breach based upon non-payment of any sums due for which the
breaching party will have ten (10) days to cure such breach).  If the breach is not cured within
the appropriate time period, the Schedule under which the breach arose will terminate without
further action by either party.  The termination of one Schedule under this Section 10.4 will
not effect the terms and conditions of any other Schedule.
10.5 Upon termination of this Agreement or any Schedule, Licensee will (a) immediately pay to
DGI all outstanding fees, charges, payment and expenses then due under this Agreement or
Schedule, (b) discontinue all use of the applicable Software and Documentation, (c) immediately
delete the applicable Software and Documentation and all copies in any form, including, but not
limited to, any back-up or archival copies, from its system files and storage media, and (d)
will return to DGI within ten (10) days or destroy all printed copies of the Software and
Documentation; and any support or maintenance obligation relating to the applicable Software
will immediately terminate. At DGI's request, Licensee will verify in writing to DGI that the
actions set forth in (b), (c), and (d) above have been taken.
10.6 Termination of this Agreement will not relieve Licensee from any obligation to pay DGI any
amount that has accrued or become payable prior to the termination date.
10.7 The provisions of Sections 5, 6 and 7.4 and 7.5 will survive the termination of this
Agreement, as will the continuing obligations of the parties under this Section 10. 
11. GENERAL PROVISIONS.
11.1 This Agreement does not create any relationship of association, partnership, joint venture
or agency between the parties.  Neither party will have any right or authority to assume, create
or incur any liability or obligation of any kind against or in the name of the other party.
11.2 This Agreement and the Schedules set forth the entire agreement and understanding between
the parties with respect to the subject matter in this Agreement.  This Agreement merges all
previous discussions and negotiations between the parties and supersedes and replaces any and
every other agreement, which may have existed between DGI and Licensee with respect to the
contents of this Agreement.  
11.3 Except to the extent and in the manner specified in this Agreement, any modification or
amendment of any provision of this Agreement must be in writing and bear the signature of the
duly authorized representative of each party.   
11.4 The failure of either party to exercise any right granted under this Agreement, or to
require the performance by the other party of any provision of this Agreement, or the waiver by
either party of any breach of this Agreement, will not prevent a subsequent exercise or
enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any
other provision of this Agreement.  
11.5 Licensee may not sell, assign or transfer any of its rights, duties or obligations under
this Agreement without the prior written consent of DGI.  DGI reserves the right to assign or
transfer this Agreement or any of its rights, duties and obligations to any direct or indirect
subsidiary or affiliate of DGI, or pursuant to the sale of all or substantially all of its
assets.  Notwithstanding the foregoing, DGI may enter into contracts, outsourcing agreements or
other arrangements, in its sole discretion, in connection with any or all of its obligations
under this Agreement. 
11.6 The parties agree that no person or entity who is not a party to this Agreement will be
deemed to be a third-party beneficiary or entitled to any rights under this Agreement. 
11.7 All notices, requests, reports, submissions and other communications permitted or required
to be given under this Agreement will be deemed to have been duly given if such notice or
communication is in writing and sent by personal delivery or by airmail, cable, telegram, telex,
facsimile transmission, or other commercial means of rapid delivery, postage or costs of
transmission and delivery prepaid, to the parties at addresses specified below until such time
as either party gives the other party not less than ten (10) days' prior written notice of a
change of address in accordance with the provisions of this Agreement.
11.8 If any provision of this Agreement is determined by a court of competent jurisdiction to be
in violation of any applicable law or otherwise invalid or unenforceable, such provision will to
such extent as it is determined to be illegal, invalid or unenforceable under such law be deemed
null and void, but this Agreement will otherwise remain in full force and effect. Furthermore,
it is the intention of the parties that in lieu of such illegal, invalid, or unenforceable
provision, there automatically be added as a part of this Agreement a provision as similar in
terms to such illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.
11.9 In the event a dispute arises under this Agreement, the prevailing party will be entitled
to all reasonable costs and expenses incurred by it in connection with such dispute (including,
without limitation, all reasonable attorney's fees and costs incurred before and at any trial,
arbitration or other proceeding), as well as all other relief granted in any suit or other
proceeding.
11.10 Licensee may not publicize or disclose to any third party any of the terms or provisions
of this Agreement, or the discussions relating to any of the contents of this Agreement, without
the prior written consent of a duly authorized officer of DGI, except as required by law.  
11.11 This Agreement is performable in Tarrant County, Texas.  Any disputes or proceedings
related or arising out of this Agreement will be governed by and construed in accordance with
the substantive laws of the State of Texas, without giving effect to its rules regarding
conflicts of law.  The United Nations Convention on the International Sale of Goods is expressly
disclaimed.  The sole and official language of this Agreement is English.  
11.12 This Agreement may be executed in two (2) or more counterparts, each of which will be
considered an original, but all of which together will constitute one and the same instrument.
The exchange of a fully executed Agreement (in counterparts or otherwise) by fax will be
sufficient to bind the parties to the terms and conditions of this Agreement.
 
	The parties have caused this Agreement to be executed by their duly authorized
representatives as of the day and year indicated below.

Drummond Group, Inc.

By:		Rik Drummond

Title:		Chief Executive Officer

Address:	Drummond Group, Inc.								
	            4700 Bryant Irvin Court, Suite 303								Fort Worth, TX 76107  												
Telephone:	817-239-8542

Fax: 		817-294-7950

I agree
Please fill out the following items below
*First Name:
*Last Name:

*Title (authorized signatory must VP level or higher):
*Company :
*Phone:
*Fax:
*Email:
*Date: