OrangeHRM Commercial Software License Agreement This OrangeHRM Commercial Software License Agreement ("Agreement") is made as of the date set forth on the signature page hereof (the "Effective Date") by and between OrangeHRM, Inc. ("Licensor"), and the company identified on the signature page of this Agreement ("Licensee"). Explanation Pursuant to the terms and conditions hereof, Licensee desires to obtain a license to integrate certain Licensor software into one or more specified Licensee commercial application(s). Agreement In consideration of the mutual promises, covenants and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows. 1.Definitions. "Customer" means an end user of an Integrated Product on whose behalf Licensee has paid applicable license fees and who has affirmatively accepted a EULA. "EULA" means a written End User License Agreement between Licensee and a Customer which governs each Customer`s right to use an Integrated Product. Each EULA must be consistent with the terms and conditions of this Agreement and include terms at least as protective of the Licensed Software as those set forth in Attachment B. "GPL License" means the GNU General Public License Version 2, June 1991 published by the Free Software Foundation. "Integrated Product" means the product that results from integrating a copy of the Licensed Software with a Licensee Application on the operating system(s) set forth in Attachment A. "Licensed Software" means the object code of the software version described in Attachment A, including bug fixes that may be released by Licensor in connection with such version during the term of this Agreement. "Licensee Application" means the software, hardware, system or other Licensee-owned application described in Attachment A. "OrangeHRM Website" means the website located at www.OrangeHRM.com. Other capitalized terms may be defined herein in the context in which they appear, and will have the indicated meaning throughout this Agreement. 2. Grant & Scope of License. 2.1 Subject to the terms and conditions of this Agreement (and its attachments), Licensor hereby grants to Licensee a limited, non-exclusive and non-transferable right during the term of this Agreement and any renewals hereof to: (a) download the Licensed Software from the OrangeHRM Website; (b) create Integrated Products by integrating the Licensed Software in the Licensee Application without modifying Licensed Software; (c) market, distribute and sublicense copies of the Licensed Software solely as part of the Integrated Product according to the terms of a EULA; and (d) support distributed versions of the Integrated Products. 2.2 Licensee shall not: (a) lease, license, use, make available or distribute all or any part of the Licensed Software to any third party, except as authorized above; (b) use the Licensed Software or Integrated Products to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; (c) distribute Licensed Software or Integrated Products pursuant to a public or open source license; or (d) change any proprietary rights notices which appear in the Licensed Software. 3. Delivery and Acceptance. Company shall obtain the Licensed Software by download from the Download Website. OrangeHRM will provide Company with a password to an appropriate portion of the Download Website within five business days after the later of the date of the last signature on this Agreement or the Effective Date. All Licensed Software shall be deemed accepted by Company immediately upon download, copying, or receipt from OrangeHRM. 4. Price and payment. 4.1 Licensee shall pay Licensor in accordance with the payment terms set forth in Attachment A. unless otherwise stated are payable within thirty (30) days thereafter Payment shall be made without any right of set-off or deduction. 4.2 Failure by Licensee to pay any amount due under this Agreement shall make Licensee liable to pay Licensor interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the remaining amount due, or at the highest amount permitted by applicable law (if lower), such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. The imposition of late fees as provided above shall not constitute an election of, or Licensor's exclusive, remedy. 4.3 All prices in Attachment A are exclusive of local, state, federal and international sales, value added, excise and other taxes and duties of any kind. Licensee shall be responsible for payment of taxes and duties of any kind payable with respect to the licensing of the Licensed Software, Integrated Product or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's net income. 5. Term and Termination. 5.1 This Agreement shall continue in effect for a one (1) year period from the Effective Date, unless earlier terminated as provided below. 5.2 Either party may terminate this Agreement immediately if the other party shall breach any of the provisions of this Agreement in any material respect and such breach remains uncured thirty (30) days after having received written notice thereof. 5.3In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntary or involuntary, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement. 6. Proprietary Rights. The intellectual property and proprietary rights of whatever nature in the Licensed Software, including derivative works, are and shall remain the exclusive property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. Licensor reserves any and all rights not expressly granted herein. OrangeHRM is a trademark of OrangeHRM, and shall not be used by Licensee without Licensor's express written authorization. Licensee shall include in the Integrated Products a notice that the Integrated Products include software whose copyright is owned by, or licensed from, OrangeHRM. 6.1 OrangeHRM along shall own all right, title and interest, including all related intellectual property rights, in and to, the OrangeHRM Services and related documentation and derivative works. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the OrangeHRM Services shall also be owned by OrangeHRM. The OrangeHRM Inc name, the OrangeHRM Inc logo, and the product names associated with the OrangeHRM Services are trademarks of OrangeHRM Inc or third parties, and no right or license is granted to use them without OrangeHRM's express authorization. OrangeHRM and its licensors reserve any and all rights not expressly granted in this Agreement. 7. Support. Licensee agrees to purchase technical support services from Licensor as provided on the OrangeHRM web site 8. Disclaimer of Warranties. THE LICENSED SOFTWARE IS LICENSED "AS IS," WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE INSTALLATION, USE OR PERFORMANCE OF THE LICENSED SOFTWARE. LICENSOR EXPRESSLY DISCLAIMS, AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, NON-INTERFERENCE AND ACCURACY OF INFORMATIONAL CONTENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE LICENSED SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK OF THE LICENSED SOFTWARE'S QUALITY AND PERFORMANCE IS WITH LICENSEE. 9. Indemnification and Infringement. 9.1 Subject to Section 10 hereof, Licensor hereby agrees to indemnify Licensee against any damages finally awarded against Licensee by a court of competent jurisdiction in connection with a third party claim that Licensee's use of the Licensed Software within the scope of this Agreement infringes any existing U.S. registered copyright. 9.2 Subject to Section 10 hereof, if a final injunction is obtained against the use of any part of the Licensed Software by reason of infringement of a United States registered copyright and Licensor is obligated to indemnify Licensee as provided above, Licensor may, at its option and expense, either: (a) procure for Licensee the right to continue to use the Licensed Software at no additional cost to Licensee; or (b) modify the Licensed Software so that it becomes non-infringing, provided that substantially the same function is performed by the modified Licensed Software; or (c) in the event that it is not commercially reasonable for Licensor to perform (a) of (b), above, Licensor may repurchase the affected licenses less depreciation at the rate of twenty five percent (25%) per year, or pro rata for part of the year, from the date of payment to the date of removal of the Licensed Software. If Licensor selects either clause (b) or (c), Licensee shall immediately refrain from use of the unmodified Licensed Software, in the case of clause (b) above, or the Licensed Software, in the case of clause (c) above, according to this Agreement. 9.3 Licensor shall have no obligations under this Section 9 or otherwise if: (a) the alleged infringement would not have occurred but for Licensor's compliance with any designs, specifications or instructions provided by or on behalf of Licensee; or (b) the alleged infringement would not have occurred but for use of the Licensed Software in a manner prohibited under this Agreement; or (c) the alleged infringement would not have occurred but for, combination or use of the Licensed Software with one or more Licensee Applications or other applications not provided by Licensor. 9.4 The foregoing provisions of Section 9 state Licensor's entire obligation and liability with respect to the infringement or violation of any property right. 9.5 Licensee hereby agrees to indemnify Licensor against any damages finally awarded against Licensor by a court of competent jurisdiction in connection with: (a) an allegation that one or more of the Licensee Applications infringes any U.S. registered copyright; (b) the use of the Licensed Software in a manner prohibited under this Agreement or in a manner for which the Licensed Software was not designed; (c) integration or use of the Licensed Software with one or more Licensee Applications (where use of the Licensed Software alone would not infringe); (d) changes made by Licensee to the Licensed Software (where use of unmodified Licensed Software would not infringe); (e) changes made to the Licensed Software by Licensor in compliance with any designs, specifications or instructions provided by or on behalf of Licensee; or (f) bodily injury, property damage or any other damage or injury due to the use or inability to use an Integrated Product (subject to Licensor indemnification of Licensee as provided in Section 9.1). 9.6 The parties' indemnification obligations in this Section 9 are conditioned upon: (a) the indemnified party gives prompt written notice of the claim to the indemnifying party; (b) if the indemnifying party has elected to pay for defense of the claim and so notified the indemnified party in writing, the indemnifying party is given immediate and complete control over the defense and/or settlement of the claim; and (c) if the indemnifying party has elected to pay for defense of the claim and so notified the indemnified party in writing, the indemnified party provides cooperation and assistance in the defense of such claim and does not prejudice in any manner the indemnifying party's conduct of such claim. 10. Limitation of Liability. LICENSOR SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) ANY LOST PROFIT OR LOST SAVINGS (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES SET FORTH IN THIS AGREEMENT. 11. Miscellaneous. 11.1 Interpretation; Severability; Survival. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. Sections 4, 5, 6, 8, 9, 10 and 11 shall survive the termination of this Agreement for any reason. 11.2 Binding. This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Without the prior written consent of Licensor, Licensee may not assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, regardless of whether Licensee has sold more than 50% or substantially all of its assets or stock to a prospective assignee; any attempt by Licensee to assign this Agreement without Licensor's prior written consent shall be null and void. There are no intended third party beneficiaries of this Agreement. 11.3 No Waiver; Limitations. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has accrued. 11.4 Governing Law. 11.4.1 This Agreement shall be governed by the laws of the state of New Jersey, without regard to the conflict of laws provisions thereof. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to, or govern, this Agreement. 11.4.2 In the event that either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive jurisdiction of such action shall be in Secaucus , New Jersey USA. Notwithstanding the foregoing, Licensor may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. 11.4.3 Any action brought under this Agreement shall be conducted in the English language. If you are located in Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement be drafted in English. Les parties contractantes confirment qu'elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais. 11.4.4 Licensee shall comply at its own expense with all relevant and applicable laws related to the use and distribution of the Licensed Software as permitted in this Agreement. 11.5 Notice. Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered and addressed to the addresses set forth on the signature page hereof. Notice shall be deemed to have been received by any party, and shall be effective: (a) on the day given, if sent by confirmed facsimile transmission; or (b) on the third day after which such notice is deposited in the United States postal system, or with a reputable, expedited overnight or international courier. Either party may change its address for notice purposes upon issuance of notice thereof in accordance with this Section. 11.6 Attorneys Fees. Subject to Section 10, the prevailing party in any litigation between the parties in connection with this Agreement, including (without limitation), any appeals and bankruptcy proceedings, shall be entitled to reasonable attorneys fees and other expenses associated with such litigation. 11.7 Independent Contractors. The parties enter this Agreement as, and shall remain, independent contractors with respect to one another. Nothing in this Agreement is designed to create, nor shall create between them, a partnership, joint venture, agency, or employment relationship. 11.8 Export Law Assurances. Licensee acknowledges that the Licensed Software may be subject to U.S. and/or Canadian export and import control laws, and agrees to comply fully with those laws in connection with the Licensed Software. Licensee agrees that the Licensed Software is not being or will not be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor will it be used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. government. Licensee hereby certifies that it is not on the U.S. Department of Commerce's Denied Persons List. 11.9 U.S. Government Restricted Rights. If the Licensed Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense ("DOD") acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the government's rights in the Licensed Software and any documentation, including its rights to use, modify, reproduce, release, perform, display or disclose the Licensed Software or any documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement. 11.10 Confidentiality. Neither party shall disclose the financial or other terms of this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Licensor shall have the right to identify Licensee as a commercial licensee, including by making reference thereto on the OrangeHRM Website. 11.12 Entire Agreement. This Agreement and its attachments comprise the entire agreement between the parties regarding the subject matter hereof and supercedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in a writing executed by both parties. This Agreement may be executed in counterparts, both of which taken together shall constitute one single Agreement between the parties. This Agreement may be executed via facsimile, or scan copy and a facsimile copy of either party's signature shall be deemed and be enforceable as an original thereof. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of any invoice or other document submitted by Licensee to Licensor, the terms and conditions of this Agreement will control. Licensor's acceptance of any such invoice or document shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such terms are separately and specifically accepted in writing by an authorized officer of Licensor.