LICENSE AGREEMENT

END USER SOFTWARE LICENSE AGREEMENT

ATTENTION: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THIS SOFTWARE ACCOMPANYING THIS PACKAGE.

This software license agreement and terms and conditions contained therein, (collectively "Agreement") is a legal agreement between "You" (the individual or entity), who acquired the ReportingEngines software products and documentation ("Software") and ReportingEngines, a division of Actuate Corporation. By installing, copying, downloading or using the Software, You agree to be bound by the terms of this Agreement. If You do not agree with the terms of this Agreement, ReportingEngines is unwilling to license the Software to You. In such event, You may not install, copy, download or use the Software and You must immediately return to ReportingEngines the complete Software package, including the disks and printed materials or, if you downloaded the Software, immediately notify ReportingEngines in writing that You have de-installed and destroyed the Software.

1. LICENSE.

1.01 Grant. ReportingEngines grants to You, subject to the terms and conditions set forth in this Agreement, a perpetual, non-exclusive, non-transferable license to use the Software solely for internal business purposes. You are only licensed to use the Software for which You have paid ReportingEngines a license fee.

1.02 Term. The license granted hereby will commence on Your receipt of the Software and continue in perpetuity unless sooner terminated hereunder.

1.03 Copies. You shall not copy or modify any portion of the Software or Documentation provided, however, You may make one (1) copy of the Software for disaster recovery purposes.

1.04 No Other Rights. You shall have no right to prepare derivative works from the Software or the Documentation. You may not rent, lease, loan, sell or otherwise distribute the Software, the Documentation or any derivative works based upon the Software or the Documentation in whole or in part. You shall not reverse engineer, decompile or otherwise attempt to derive or modify the source code for the Software. You shall have no rights with respect to the Software other than the rights expressly set forth herein.

2. FEES AND PAYMENT.

2.01 License Fees. You agree to pay all applicable license fees for the Software.

2.02 Maintenance Fees. You agree to pay the applicable annual maintenance fees for Maintenance Services for the Software.

2.03 Payment Terms. Upon receipt of a valid invoice You will remit payment for invoices as provided in the invoice. All fee payments shall be nonrefundable except as otherwise provided in sections 4.02, 6.01, 6.02 and 7.02. All fees payable by You to ReportingEngines shall be paid in U.S. dollars. Any amounts due ReportingEngines under this Agreement not received by ReportingEngines by the date due shall be subject to a service charge of one and one half percent (1½%) per month, or the maximum charge permitted by applicable law, whichever is less.

2.04 Taxes. You shall be responsible for and pay all sales, use, and excise taxes, and like charges imposed by any federal, state, or local governmental entity for products or services provided under this Agreement, excluding only taxes based solely on ReportingEngines's net income. When ReportingEngines has the legal obligation to collect such taxes, the appropriate amount shall be due upon invoice to You unless You provide ReportingEngines with a valid tax exemption certificate authorized by the appropriate taxing authority. You shall hold ReportingEngines harmless from all claims and liability arising from Your failure to pay any such taxes, duties, or charges.

3. SOFTWARE DELIVERY.

3.01 Delivery. Software will be shipped F.O.B. origin to You or You will be provided with instructions so that You can electronically download the Software. You will be responsible for installation of the Software.


4. MAINTENANCE SERVICES.

4.01 Scope and Duration. In the event that you purchased maintenance services ("Maintenance Services") from ReportingEngines for the Software, such Maintenance Services shall be provided in accordance with the then current ReportingEngines Support and Maintenance Service Level Objectives policy. Such policy may be updated periodically. Such Maintenance Services are offered on an annual basis. The initial Maintenance Services period shall begin upon the date such Maintenance Services are ordered and end one year from such date. After the initial Maintenance Services period, You shall automatically receive Maintenance Services for successive one year periods at ReportingEngines then current list price. ReportingEngines shall provide You with notice of such renewal, via invoice, at least thirty (30) days prior to such renewal date. Upon Your written request, ReportingEngines will prorate fees for Maintenance Services so that Maintenance Services for all Software are renewable on the same date.

4.02 Termination by You. Following the initial Maintenance Services period, You may cancel Maintenance Services provided hereunder by providing written notice to ReportingEngines. Such cancellation will be effective thirty (30) days after ReportingEngines receives such notice. You will receive a prorated refund for the months remaining for paid Maintenance Services measured from the effective date of cancellation. In the event You desire to reinstate Maintenance Services that have been previously cancelled, You will pay to ReportingEngines the Maintenance Services fees that would otherwise have been applicable for the period between the effective date of cancellation of Maintenance Services and the effective date of reinstatement, plus payment of the annual Maintenance Services fee for the one year period commencing upon the effective date of reinstatement.

5. PROPRIETARY RIGHTS AND CONFIDENTIALITY.

5.01 Title. You acknowledge that Actuate Corporation and its suppliers retain all right, title and interest in and to the original, and any copies, of the Software or Documentation whether or not incorporated in or integrated with any other software or product, and ownership of all patent, copyright, trademark, trade secret and other intellectual property rights pertaining thereto, shall be and remain the sole property of Actuate Corporation. You shall not be an owner of any copies of, or any interest in, the Software or Documentation, but rather, are licensed pursuant to this Agreement to use such copies. ReportingEngines represents that it has the authority to enter into this Agreement and to grant the licenses provided herein.

5.02 Proprietary Notices. You shall not remove any ReportingEngines or Actuate Corporation patent, trademark, copyright or other proprietary notices from any part of the Software or Documentation, and shall reproduce such notices on any copies, in whole or in part, of such materials made by You.

5.03 Confidentiality. Each party hereto acknowledges that by reason of its relationship with the other party hereunder, it will have access to certain information and materials concerning the other party's and its suppliers' business, technology, and/or products that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Each Party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information, except as authorized under this Agreement, and will protect the confidentiality of such information with the same degree of care which it uses to protect its own confidential information. Such use and non-disclosure obligations shall not apply to information which (a) was already rightfully known to the party prior to disclosure by the other party hereunder; (b) is in or has entered the public domain through no breach of this Agreement or other wrongful act of the other party; (c) has been rightfully received from a third party not under obligation of confidentiality; (d) has been approved for release by written authorization; (e) was independently developed by a party; or (f) is required to be disclosed by law.

5.04 Injunctive Relief. Each party hereto acknowledges that the breach of any of its obligations under Sections 1 and 5 hereof may cause or threaten irreparable harm and, accordingly, the injured party shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

6. WARRANTIES AND LIMITATIONS OF LIABILITY.

6.01 Software Warranty. ReportingEngines warrants that for a period of ninety (90) days from the initial delivery of the Software, the Software, if properly used by You in accordance with the Documentation, shall operate in material conformity with the Documentation for such Software. ReportingEngines does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error free. ReportingEngines's entire liability, and Your exclusive remedy, under this limited Software Warranty shall be for ReportingEngines (i) to attempt, through reasonable efforts, to correct any reproducible material nonconformity discovered within the 90-day warranty period, or (ii) to replace the nonconforming Software. In the event ReportingEngines is unable to cure the breach of warranty described in this section 6.01 after attempting the remedies described in (i) and (ii) above, You may return the Software and ReportingEngines shall refund any fees paid by You for the Software. The above remedies are available only if ReportingEngines is promptly notified in writing, within the warranty period, upon discovery of the nonconformity by You and ReportingEngines' examination of the Software discloses that such nonconformity exists, and that the Software has not been (i) altered or modified, (ii) subjected to negligence, or computer or electrical malfunction (iii) used, adjusted, or installed other than in accordance with the instructions set forth in the Documentation.

6.02 Maintenance Services Warranty. ReportingEngines warrants that any Maintenance Services performed pursuant to the terms of this Agreement shall be performed in a competent manner consistent with generally accepted industry standards. ReportingEngines' entire liability and Your exclusive remedy under this limited Maintenance Services Warranty shall be for You to recover maintenance fees paid for such nonconforming services.

6.03 Warranty Claims. Any claims made by You for the breach of a warranty set forth in this section 6, shall be made in writing and delivered in accordance with the provisions of section 9.10 below, and You shall provide ReportingEngines a reproducible test case, if applicable, demonstrating the breach of warranty.

6.04 Disclaimer. THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SOFTWARE, AND REPORTINGENGINES EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.05 Limitation of Liability. EXCEPT FOR CLAIMS MADE UNDER SECTIONS 5, 7 or 9.05, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO REPORTINGENGINES HEREUNDER. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. INTELLECTUAL PROPERTY RIGHT INDEMNITY.

7.01 Indemnification. ReportingEngines agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against You on the issue of infringement of any patent, copyright, trade secret or trademark by the Software as used within the scope of this Agreement, and to indemnify You and Your officers, directors, agents and employees against all damages and costs, including reasonable legal fees, which may be assessed against or incurred by You as a result of any such claim or action. You agree that ReportingEngines shall be released from the foregoing obligation unless You provide ReportingEngines with (i) prompt written notice of any such claim or action, or possibility thereof, (ii) sole control and authority over the defense or settlement of such claim or action, and (iii) proper and full information and assistance to settle and/or defend any such claim or action.

7.02 Right to Substitute. Without limiting Section 7.01 above, if a final injunction is, or ReportingEngines believes in its sole discretion is likely to be, entered prohibiting the use of the Software by You as contemplated herein, ReportingEngines will, at its sole option and expense, either: (i) procure for You the right to use the infringing Software as provided herein, (ii) replace the infringing Software with non-infringing, functionally, equivalent products, (iii) suitably modify the infringing Software so that it is not infringing, or if (i), (ii) or (iii) above is not obtainable on commercially reasonable terms, (iv) accept return of the infringing Software and refund the then present value of the license fees paid for such Software, as amortized over a forty-eight (48) month life. Except as specified above, ReportingEngines will not be liable for any costs or expenses incurred without its prior written authorization.

7.03 Exceptions. Notwithstanding the provisions of Sections 7.01 and 7.02 above, ReportingEngines assumes no liability for infringement claims arising from (i) the combination of the Software with other products not provided by ReportingEngines, (ii) any modifications to the Software unless such modification was made by ReportingEngines, or (iii) use of the Software not in accordance with the Documentation.

7.04 Limitation. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF REPORTINGENGINES, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE OR ANY PART THEREOF.

8. TERMINATION.

8.01 Termination. Upon prior written notice given in accordance with section 9.10, either party may terminate this Agreement if the other party (i) fails to pay any amount due under this Agreement within thirty (30) days after written notice of such nonpayment, or (ii) commits a material nonmonetary breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days of a written notice of termination. In addition, You may terminate this Agreement upon ninety (90) days' prior written notice to ReportingEngines.

8.02 Obligations Upon Termination. Upon termination of this Agreement for any reason, You shall immediately discontinue use of the Software and Documentation and within ten (10) days certify in writing to ReportingEngines that all copies of the Software and Documentation, in whole or in part, in any form, have either been returned to ReportingEngines or destroyed in accordance with ReportingEngines's instructions. You shall cease using any trademarks, tradenames and other designations of ReportingEngines. Except as otherwise stated herein, all payments made by You to ReportingEngines hereunder are non-refundable.

8.03 Effect of Termination. Notwithstanding any termination of this Agreement, the following provisions shall survive: Sections 1.04, 2, 5, 6, 7, 8.02, 8.03, and 9. All other rights and licenses granted hereunder will cease upon termination.

9. GENERAL TERMS AND CONDITIONS.

9.01 Assignment. Neither party shall have the right to transfer, assign or otherwise dispose of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other party; provided, however that such consent shall not be required if either party assigns this Agreement to a wholly-owned subsidiary or in connection with a merger, acquisition or sale of all or substantially all of its assets.

9.02 Publicity. The Parties will not disclose the terms of this Agreement or any Exhibit hereto or any disputes arising hereunder to any third party other than its counsel, lenders and investors and except as may be required by law.

9.03 Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the state of California, USA, without reference to conflict of laws principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods. If any legal action is undertaken to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which that party may be entitled.

9.04 Jurisdiction. The federal and state courts within San Mateo County, California USA shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail and sent to the address set forth in section 9.10 of this Agreement.

9.05 Indemnity. Each party hereto shall be solely responsible for, and shall indemnify and hold the other party free and harmless from any and all claims, damages or lawsuits (including attorneys' fees), relating to bodily injury or tangible property damage, arising out of the intentional or negligent act or omission of such party or its employees, agents or contractors.

9.06 Independent Contractors. The relationship of ReportingEngines and You established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed as constituting any other relationship.

9.07 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. The parties further agree to negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' intent and to be bound by such mutually agreed substitute provision.

9.08 No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of such party thereafter to enforce any such provisions.

9.09 Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the nonperforming party.

9.10 Notices. Any required notices hereunder shall be given in writing at the address of each partyand shall be deemed served when delivered or, if delivery is not accomplished by reason or some fault of the addressee, when tendered.

9.11 Export Laws. You shall comply with all then current export laws and regulations of the U.S. Government and the government of the country in which You receive delivery of the Software, which pertain to the Software.

9.12 Government Restrictions. The Software is provided with restricted rights only; use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and in subparagraph (c)(1) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19; subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, subparagraph (d) of the Commercial Computer Software Licensing clause at NASA FAR supplement 16-52.227-86; or their equivalent. The manufacturer is Actuate Corporation.

9.13 Audit. Upon reasonable notice to You, You agree to permit ReportingEngines or its designated third party to conduct an audit of Your computer systems to ensure that You are not using more Software than You have licensed hereunder. The scope, time and location of such audit shall be agreed to by the parties. If any audit determines that You are out of compliance with this Agreement, You shall promptly pay for such Software at the then current list price upon receipt of an invoice from ReportingEngines.