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NPO PROGRAM MANAGER LICENSE AGREEMENT

IMPORTANT--READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING THE PROGRAM.

The accompanying executable code version of NPO Program Manager and related documentation (the "Product") is made available to you under the terms of this SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT").

BY INSTALLING OR USING THE PROGRAM, YOU INDICATE YOUR ACCEPTANCE OF, AND ARE CONSENTING TO BE BOUND BY, THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY PART OF THE PRODUCT.

1. LICENSE GRANT. The Larch Group ("TLG") grants you a non-exclusive license only to use the executable code version of the Product. This Agreement will also govern any software upgrades provided by TLG that replace and/or supplement the original Product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

2. TERMINATION. If you breach this Agreement your right to use the Product will terminate immediately and without notice, but all provisions of this Agreement except the License Grant (Paragraph 1) will survive termination and continue in effect. Upon termination, you shall cease using the Product, and shall uninstall and destroy all copies of the Product including all modifications.

3. PROPRIETARY RIGHTS. TLG reserves all intellectual property rights in the Product, except for the rights expressly granted in this Agreement. You agree not to cause or permit the reverse engineering, disassembly, or decompilation of the Product. You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Product. This license does not grant you any right to use the trademarks, service marks or logos of TLG or its licensors.

4. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, TLG AND TLG'S DISTRIBUTORS, LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING. YOU BEAR ENTIRE RISK AS TO SELECTING THE PRODUCT FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

5. LIMITATION OF LIABILITY. EXCEPT AS REQUIRED BY LAW, TLG AND ITS DISTRIBUTORS, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE "TLG GROUP") WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. THE TLG GROUP'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $5 (FIVE DOLLARS) AND THE FEES PAID BY YOU UNDER THIS LICENSE (IF ANY).

6. EXPORT CONTROLS. This license is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use.

7. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between TLG and you concerning the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized executive of TLG. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions. (c) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. (d) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (e) Except as required by law, the controlling language of this Agreement is English. (f) You may not assign your rights under this Agreement to any party; TLG may assign its rights under this Agreement without condition. (g) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.