CPP Perpetual License Agreement

SOFTWARE PERPETUAL LICENSE AGREEMENT

THIS AGREEMENT is entered into as of the software purchase date by and between PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES, with office at Bird Rock Extension Development, Basseterre, St Kitts PO Box 1587 ("LICENSOR") and COMPANY or INDIVIDUAL'S NAME and ADDRESS submitted on the related order form ("LICENSEE").

WHEREAS Licensee wishes to acquire license to use COMPREHENSIVE PAYROLL PLUS software and PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES desires to license this software to licensee.

NOW THEREFORE, the parties hereto agree as follows:

1.GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES grants to Licensee a non-exclusive, non-transferable license to use COMPREHENSIVE PAYROLL PLUS software. Licensee may use the Licensed Programs in executable format for its own use and may not translate, modify, reverse-engineer or de-compile in any manner through current or future available technologies, the licensed programs or incorporate them into other software. Licensee may not transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form.

2.THE LICENSED PROGRAM ("SOFTWARE")
"Software" includes executable computer programs and related printed, electronic, and online documentation and any other files that may accompany the product.

3.CONSIDERATION TO PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES
a. Licensee shall pay, prior to the delivery of the Licensed Programs, the license fees set forth in the related order and invoice.
b. License fees do not include any bank fees, sales, use, excise, or similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse Licensor in full.

4.COPIES
Each license allows the licensee to load the software onto no more than one computer. A single copy may be made for backup purposes only.

5.OWNERSHIP
Title, copyright, intellectual property rights and distribution rights of the software remain exclusively with PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES. Intellectual property rights include the look and feel of the software. This agreement constitutes a license to use only and is not in any way a transfer of ownership rights to the software.

6.PROPRIETARY RIGHTS
Licensee recognizes that PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES regards the Licensed Programs as its proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of Licensee without the prior written consent of PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES. Licensee further agrees to treat the Licensed Programs with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.

7.TERM
The license granted hereunder shall continue unless and until terminated pursuant to Section 8 hereof and subject to Licensee's proper performance of its obligations hereunder.

8.TERMINATION
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES.

9.TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of the Licensed Programs. Within one (1) month after termination of this Agreement, Licensee will furnish to PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES a certificate which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Licensed Programs have been destroyed. The provisions of Sections 5, 6, 9, 12, and 14 hereof shall survive any termination of this Agreement.

10.MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software:
(i) If during the 1st year of this Agreement, Licensee notifies Licensor of a substantial program error respecting the Software, or Licensor has reason to believe that error exists in the Software and so notifies Licensee, Licensor shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of notification. If Licensee is not satisfied with the correction, then Licensee may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
(ii)In the case that Licensee has technical questions in the use of the Software during the 1st year of this Agreement, Licensee may submit those questions to Licensor. Licensor shall provide consulting to answer such questions without charge to Licensee up to a maximum of eight (8) hours for each licensed program.
(iii)If Licensee desires to continue the Software support specified in this section, Licensee shall pay to Licensor the optional maintenance fee of 10% of the software cost per annum. However, should Licensee opt to discontinue maintenance support, subsequent resumption will be at the rate of 25% of the prevailing software cost at resumption and 10% of the software cost thereafter if maintenance support is continuous.

11.DELIVERY OF LICENSED PROGRAMS ACTIVATION CODES
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES shall use its best efforts to deliver the Activation Code for the Licensed Programs promptly after receipt of the requisite License Fee.

12.WARRANTY DISCLAIMER
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES licenses, and Licensee accepts, the licensed programs "AS IS." PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES PROVIDES NO GUARANTEES OR WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSEE ACCEPTS THAT SOFTWARE IN GENERAL IS PRONE TO BUGS AND FLAWS WITHIN AN ACCEPTABLE LEVEL AS DETERMINED BY THE INDUSTRY.

13.PATENT AND COPYRIGHT INDEMNITY
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES warrants and represents that he is the copyright holder of the software. PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES represents that granting the license to use the software is not in violation of any other agreement, copyright, or applicable statute. PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a St. Kitts and Nevis patent, copyright, or other proprietary right of a third party. PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information, and authority. In the event that a Licensed Program becomes, or in PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES' opinion is likely to become, the subject of a claim of infringement of a St. Kitts and Nevis patent, copyright or trade secret, PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES may at its option either secure Licensee's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs
with software or data not supplied by PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights, or other intellectual property right.

14.LIMITATION OF LIABILITY
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES' LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES. IN NO EVENT SHALL PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

15.NOTICES
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first-class mail or personally delivered at the address set forth on the front page and the Licensee's address information submitted in the related order form. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mailbox.

16.SUCCESSORS
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

17.SEVERABILITY
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

18.FORCE MAJEURE
PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES will be free of liability to the Licensee where he is prevented from executing his obligations under this agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war on any other unforeseen and uncontrollable event where he has taken all appropriate action to mitigate such an event.

19.MISCELLANEOUS
This agreement does not create or imply any relationship in agency or partnership between PAUL TROTMAN OF TROTMAN'S ACCOUNTING SERVICES and the Licensee.

20.GOVERNING LAW/FORUM
This Agreement shall be governed and interpreted by the laws of the Country of St. Kitts and Nevis. St. Kitts and Nevis shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.

21.ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions, and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee's purchase order or TROTMAN'S ACCOUNTING SERVICES' order acknowledgment forms.

22.ACCEPTANCE OF TERMS
Installation of the software is at the Licensee's risk and is deemed acceptance of these terms.