SDL XOPUS B.V.
LICENSE AND SUPPORT AGREEMENT

_____________, with its principal place of business at _______________________________________ ("Licensee") and SDL XOPUS B.V., with its principal place of business at Floor 3 Koninginnegracht 12B, Den Haag 2514 AA, The Netherlands (“SDL”) hereby enter into this License and Support Agreement as of the Effective Date hereof. This Agreement shall apply to additional Order Forms that may be entered into by and between SDL and Licensee from time to time.

The Effective Date of this Agreement will be ________________________________ 201_.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Article 1 – Definitions

“Agreement” means this License and Support Agreement and the relevant Order Form.

“Confidential Information” means this Agreement, the pricing and fees associated herewith, the Software, documentation, information, data, drawings, benchmark tests, specifications, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving party, is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of Confidential Information.

“Documentation” means all online help files or written instruction manuals regarding the use of the Software;

“Infringement Claim” means any claim or legal action by a third party claiming that the Software infringes or violates any intellectual property right of any third party.

“Order Form” means the order form for SDL Software and related maintenance and support services entered into by the parties and referencing this License Agreement. A sample copy is attached hereto as Exhibit B.

Article 2 – License and Delivery

2.1 Subject to the terms and conditions of this Agreement, SDL grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, perpetual license to use the Software solely for Licensee’s internal business purposes. Licensee may only use the number of copies of the Software expressly authorized by SDL in accordance with the applicable Order Form and may only use such copies on the number of production servers expressly authorized by Xopus. Any third party software provided by SDL to Licensee under an Order Form shall be governed by the license agreement provided by the licensor of such third party software. SDL will make Software licensed under an Order Form available to Licensee by electronic download.

Article 3 – Restrictions

3.1 In addition to those prohibitions contained elsewhere in this Agreement, Licensee will not: (a) rent, lease, loan, sell, copy or distribute the Software in whole or in part; (b)remove, alter, obfuscate, and/or otherwise deface any SDL trademarks or notices on the Software; (c) allow any third party to access or use the Software; or (e) modify, decompile, disassemble, reverse engineer or emulate the functionality of and/or create derivative works of the Software. Except as expressly provided by the Agreement, no other licenses or rights are granted, expressly, or by implication or estoppel.

Article 4 – Fees; Audit Rights

4.1 Licensee shall pay all fees invoiced by SDL for the Software and related Support services as set out in the applicable Order Form net thirty (30) days from the date of invoice. All fees are stated and payable in EURO. All fees are non-refundable.

4.2 Licensee shall keep complete and accurate books and records of its use of the Software at its principal place of business to demonstrate its compliance with this Agreement. SDL may audit Licensee’s use of the Software in order to verify compliance with this Agreement. A physical audit shall occur no more frequently than once annually at SDL’ expense. All audits shall be conducted during regular business hours at Licensee’s site and shall not unreasonably interfere with Licensee’s business activities. SDL shall schedule any audit at least thirty (30) days in advance.

Article 5 – Term and Termination

5.1 Unless earlier terminated as provided herein, this Agreement grants a perpetual license to the Software.

5.2 Either party may terminate this Agreement (i) upon thirty (30) days prior written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the thirty (30) day notice period, including without limitation failure to pay any fees due and owing to SDL for the Software; or (ii) immediately if Licensee terminates its business activities or becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, received or similar authority. Termination shall become effective immediately or upon the date set forth in the written notice of termination and shall be in addition to any other rights or remedies available to SDL at law or equity. Upon termination of this Agreement, Licensee shall immediately return to SDL or destroy all copies of the Software and any documentation, including any copies or partial copies, and certify in writing to SDL that it has done so. Articles 1, 4, 5, 6, 7, 8, 10, 11, 12, and 14 shall survive termination of this Agreement.

Article 6 – Warranties

6.1 SDL warrants to Licensee that, for a period of ninety (90) days from the effective date of the applicable Order Form (the "Warranty Period"), the Software delivered pursuant to such Order Form will perform substantially in accordance with the documentation accompanying such Software. If the Software fails to perform substantially in accordance with the documentation, Licensee must notify SDL in writing within the Warranty Period. If SDL receives such notice within the Warranty Period, SDL shall use commercially reasonable efforts to repair or replace the Software to make it perform in accordance with the documentation. If, after using commercially reasonable efforts, SDL is not able to replace or repair the Software so that it performs substantially in accordance with the documentation, Licensee may terminate this Agreement upon written notice to SDL and SDL shall refund to Licensee the fees paid by Licensee for such non-conforming Software. The foregoing are Licensee's sole and exclusive remedies for breach of this warranty. The warranty set forth in this Article 6(a) shall not apply if: (i) the Software has not been properly installed and used at all times in accordance with the Documentation and supported platforms; (ii) Licensee (either itself or via a third party on its behalf) has modified the Software; or (iii) Licensee has combined the Software with other software or hardware not provided by SDL.

6.2 EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH IN ARTICLE 6.1 ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY BY SDL AND/OR ANY OF ITS LICENSORS OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SDL AND/OR ANY OF ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO SDL AND/OR ANY OF ITS LICENSORS.

Article 7 – Limitation of Liability

7.1 IN NO EVENT WILL SDL, ITS DIRECTORS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF SDL AND/OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SDL’ LIABILITY TO LICENSEE OR ANY PERSON EXCEED THE TOTAL FEES PAID BY LICENSEE FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

Article 8 – Infringement Claims

8.1 SDL will defend and settle any Infringement Claim. Licensee shall give SDL prompt written notice of any Infringement Claim, and SDL shall have the exclusive right to defend any Infringement Claim and make settlements thereof at its own discretion. Licensee may not settle or compromise any Infringement Claim, except with prior written consent of SDL. At SDL's cost, Licensee shall give such assistance and information as SDL may reasonably require to settle or oppose an Infringement Claim.

8.2 In the event that the Licensee’s use of Software is or may be enjoined, SDL will use reasonable efforts to either: (i) repair or replace the infringing part of Software with a non-infringing version of Software of no less than equivalent functionality; or (ii) obtain a license permitting Licensee’s continued use of the allegedly infringing part of the Software. If neither (i) nor (ii) are reasonably possible to SDL, then SDL may terminate the Agreement and pay to Licensee an amount not to exceed the amount paid by Licensee for the Software, depreciated on a straight line basis over a forty-eight (48) month period from the date of purchase of the infringing Software. SDL will then be released from any further obligation to Licensee in connection with the infringing part of the Software.

8.3 SDL’s obligations set forth in this Article shall not apply to the extent the infringement arises as a result of modifications to Software by Licensee or third parties authorized by Licensee, the combination of the Software with any software or hardware not provided by SDL or if Licensee uses a version of the Software which has been superseded, if the Infringement Claim could have been avoided by using the current version of the Software. This Article states the entire liability of SDL to Licensee with respect to the violation, infringement and misappropriation of intellectual property rights.

Article 9 – Support; Maintenance

9.1 If ordered under a Order Form, annual Maintenance and Support services related to the Software are provided under the terms and conditions of Exhibit A – Maintenance & Support as attached to this Agreement. Maintenance and Support services will commence on the effective date of the applicable Order Form.

Article 10 – Intellectual Property Rights

10.1 The Software contains and/or embodies patents, copyrighted material, trade secrets, inventions and other intellectual property of SDL. All right, title and ownership interests in the Software remain with SDL and its licensors, as applicable.

Article 11 – Confidentiality

11.1 Neither party shall, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party, during the term of this Agreement and for two (2) years following the expiration or termination hereof. Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information. Each party may only disclose Confidential Information to its employees on a need-to-know basis solely for the purpose of fulfilling its obligations under this Agreement. The receiving party may disclose Confidential Information if required by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure.

11.2 Licensee acknowledges and agrees that any copying or use of the Software other than as expressly permitted by this Agreement would result in irreparable injury to SDL for which money damages would be inadequate and in such event SDL shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Nothing contained in this Article or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that SDL may have under separate legal authority.

Article 12 – Publicity

12.1 Neither party shall make any disclosure to any other person or issue any press release or other public announcement regarding this Agreement or any relationship between SDL and Licensee or use the name, trademarks or other proprietary identifying symbol of the other party, without the other party’s prior written consent; except that SDL may identify Licensee as a customer of SDL and use its name and logo in related marketing materials.

Article 13 – Miscellaneous

13.1 This Agreement is the entire agreement between Licensee and SDL with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between Licensee and SDL with respect to the subject matter hereof. No terms, provisions or conditions of any request for proposal, purchase order, acknowledgement, or other business form that Licensee may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, this Agreement, regardless of any failure of SDL to object to such terms, provisions, or conditions.

13.2 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from applicability to this Agreement.

13.3 If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this Agreement shall continue in full force and effect.

13.4 This Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of SDL and Licensee. No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by an authorized representative of SDL.

13.5 Licensee may not assign or transfer this Agreement, in whole or in part, without the prior written consent of SDL, including without limitation in connection with a merger, consolidation, sale of assets or shares or other change of control transaction involving Licensee. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

13.6 Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by registered mail return receipt requested, (iii) sent by overnight air courier, or (iv) by facsimile, and in each case forwarded to the appropriate address set forth herein.

13.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, authorized representatives of the parties have signed this Agreement as of the Effective Date.

SDLLicensee
By (signatory):
____________________________
By (signatory):
____________________________
Title:____________________________Title:____________________________
Signature:
____________________________
Signature:
____________________________
Date:____________________________Date:____________________________

EXHIBIT A – MAINTENANCE AND SUPPORT

This Exhibit supplements and is incorporated into the License and Support Agreement to which it is attached, and any capitalized terms not defined herein shall have the meanings assigned to them therein.

Article 1 – Scope of Support

1.1. SDL will not be obliged under this Agreement to provide Support other than for:
a) Software which is: (i) the current release version; (ii) the last version of the previous major release; and (iii) all versions in between, for which purpose a change in major release shall be denoted by a change in the published name given by SDL to an Upgrade as: (x) an increase in the number to the left of all decimal places (for example from 7.n.n to 8.n.n); (y) an increase in the year designator (for example SDL AAA 2008 to SDL AAA 2009); or (c) a new product name; and
b) The SDL Hosting Environment.

1.2. For the avoidance of doubt, SDL shall not be obliged under this Agreement to provide support, assistance or maintenance concerning third-party equipment or software or Client data.

1.3. Support shall not be provided for and SDL has no obligation to resolve or to attempt to resolve defects concerning Software other than to the extent that: (i) the applicable component of the Software is Hosted or has been installed by SDL or has otherwise been properly installed and used at all times in accordance in all material respects with the Documentation; (ii) no modification, alteration or addition has been made to the Software other than by or as expressly authorized by SDL; and (iii) the Software has not been subject to misuse, neglect or unusual physical, electrical or electromagnetic stress, or some other type of accident, other than where it was in SDL’s reasonable control to prevent such an occurrence.

1.4. Client shall remain fully responsible to maintain adequate hardware, operating systems, back-end databases, virus protection, database and operating system backup procedures, data recovery programs, and the like in support of any software installed on Client premises.

Article 2 – Support Centre

2.1. Client’s designated representatives shall request Support via the xopussupport@sdl.com email address or as indicated on http://xopus.com or by such other means as SDL may reasonably designate.

Article 3 – Support Administration

3.1. SDL will log all Support requests by Client through the on-line customer support centre, including:
a) the date and time of reception of the request;
b) the name provided as that of the Client representative;
c) a short description of the request or report;
d) the date and time that handling of the request or report starts;
e) the date and time that the request is resolved; and
f) the name(s) of the SDL employee(s) receiving and handling the requests.

Article 4 – Support Categories and Response Times

4.1. Working days and working hours for Support shall be, at Client’s option, those days and hours between:
a) 0900 and 1800 hours Central European Time (CET), as adjusted for summer time, from Monday to Friday with the exception of official public holidays in The Netherlands; or
b) 0800 and 1900 hours Central Standard Time (CST), as adjusted for summer time, from Monday to Friday except on official public holidays in Colorado, U.S.A.
SDL shall use reasonable endeavours to progress requests on days that are public holidays in the locale of choice but are not public holidays in other locales in which support personnel knowledgeable in the Software or Hosting Environment to which the request pertains can be made available.
Choice of working days and working hours for Support: CET / CST [delete as not applicable]

4.2. Support is provided according to the following priority levels. SDL may in good faith change the priority level of an error or change its status to an enhancement request.
a) A "Critical Priority Error" means a problem which simultaneously affects all or multiple Authorized Users of the Client and for which no practicable workaround is available and that prevents or materially impairs the performance of substantially all major functions of the Software as described in the Documentation or the Hosting Environment so that: (i) the Software is unavailable to the Client or at material risk of becoming unavailable; or (ii) Client is unable to use the Software due to continual failures or data corruption. Once a Critical Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be changed to Medium Priority Error.
b) A "High Priority Error" means a problem, for which no practicable workaround is available, that prevents or materially impairs the performance of a major function of the Software as described in the Documentation or the Hosting Environment so that: (i) a major function of the Software is unavailable to the Client or its availability has been materially interrupted and substantial risk of recurrence exists; or (ii) Client is unable to use the Software due to intermittent failures or data corruption. Once a High Priority Error is resolved (whether by procedural workaround, system restart, hot-fix, or otherwise) such error's priority level shall be changed to Medium Priority Error.
c) A "Medium Priority Error" means a problem, whether or not a practicable workaround is available, that prevents or materially impairs the performance of a minor function in the Software as described in the Documentation or the Hosting Environment, but that does not make the Software wholly unavailable to the Client or materially inhibit the Client’s use of the Software.
d) A "Low Priority Error" means a problem that does not prevent or materially impair the performance of any function in the Software as described in the Documentation or the Hosting Environment, and does not materially inhibit Client's use of the Software. Such a problem is typically cosmetic in nature.

4.3. Initial response times from the time that Client notifies SDL through the on-line customer support centre according to the priority levels given above:
Critical: 3 working hours
High: 5 working hours
Medium: 1 working day
Low: 5 working days

4.4. SDL will use commercially reasonable endeavours to resolve requests within the following times from the time that Client notifies SDL through the on-line customer support centre according to the priority levels given above:
Critical: 1 working day
High: 2 working days
Medium: 5 working days
Low: In the next Upgrade if SDL in its reasonable judgement considers this to be of sufficient utility in the individual Client case or for clients in general.

4.5. SDL will endeavour to act in accordance with the timeframes given above, but makes no guarantee of these or of immediate problem resolution.

Article 5 – Client Representatives

5.1. SDL will provide Support to Client only as requested by Client’s designated representatives. Client may identify replacement representatives to SDL in writing (including by e-mail) at any time.

5.2. Client designated representatives:
a) Maximum number of: [4, unless otherwise indicated]
b) Names and contact details:


Client may identify or replace its designated representatives at any time by so indicating to SDL.

5.3. Client shall provide first-line support to its internal users. This shall include the first intake of all questions/remarks regarding the Software and, if client deems appropriate, passing them on to the Client representatives.

5.4. Client representatives shall make reasonable endeavour to solve the problems before passing them to SDL and shall notify SDL promptly following the discovery of a Software error or issue. Client shall give reasonable assistance to SDL in the solving of any error or issue including, for instance, by providing a listing of output and any other data that SDL may need to reproduce the error or issue.

EXHIBIT B – ORDER FORM

Provided as a separate file.