RECITALS
WHEREAS, PipelineManager.com, LLC has developed and owns a proprietary web-based software application and database known as “Pipelinemanager.com” which is useful as a sales tool (the “Software”);
WHEREAS, Licensee desires to obtain a terminable, nonexclusive, nontransferable limited right and license to utilize the Software as provided herein; and
WHEREAS, PipelineManager.com, LLC is willing to grant Licensee the right to use the Software in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the above premises, and the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1.0 DEFINITIONS.
For purposes of this Agreement, the following words shall have the following meanings:
a) End-User. “End-User” shall mean each authorized user of the Software who has access to the Software and for whom Licensee is required to pay a User Fee as set forth in Section 3 below.
b) Functional Specifications. “Functional Specifications” shall mean the features and functions of the Software as set forth in the attached Exhibit B.
c) Software. “Software” shall mean only the version of PipelineManager.com, LLC’s software product as delivered to Licensee by PipelineManager.com, LLC and any related user imbedded documentation as released from time to time by PipelineManager.com, LLC.
d) Term. “Term” shall mean the term of this Agreement as provided in Section 4 below including the initial term, and any extensions or renewals thereof.
e) Territory. “Territory” shall mean North America, South America, Asia, Africa, Australia and Europe.
f) Implementation: “Implementation” shall mean the date at which end-users are granted access to the system.

2.0 GRANT OF LICENSE.
Grant. In consideration for the payment of the fees set forth in Section 3 below, PipelineManager.com, LLC hereby grants to Licensee for the Term of this Agreement, a terminable, nonexclusive, nontransferable limited right and license to allow End-Users in the Territory to utilize the Software on a server hosted by PipelineManager.com, LLC solely in nonprinted, machine readable form in accordance with the terms and conditions of this Agreement. PipelineManager.com, LLC retains the right to license or distribute the Software in and outside of the Territory either directly or through third parties (including, without limitation, dealers, distributors or OEMs) and in any medium (including without limitation via the Internet). Licensee may assign licenses only to a successor or assigns.
PipelineManager.com, LLC grants Licensee for the Term of this Agreement a non-exclusive, non-transferable, worldwide right to use the Service, solely for its internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by PipelineManager.com, LLC and its Licensors.

Licensee shall not
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
(ii) modify or make derivative works based upon the Service or the Content;
(iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
(iv) reverse engineer or access the Service in order to
(a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of the Service, or
(c) copy any ideas, features, functions or graphics of the Service.
User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
Licensee may use the Service only for its internal business purposes and shall not:
(i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.

3.0 COMPENSATION.
a) Fees. As consideration for the license granted above, Licensee shall pay to PipelineManager.com, LLC the following fees:
i) All payment obligations are noncancelable and all amounts paid are nonrefundable.
ii) In the event that Licensee wishes to add any additional End-Users after the Effective Date, Licensee shall pay the User Fee upon submission of its request for additional logins and passwords. Additional User Fees will be prorated to ensure a consistent renewal Effective Date for all licenses.
In the event that this Agreement is extended or renewed as provided in Section 4 below, Licensee’s payment shall be due at PipelineManager.com, LLC’s offices on or before the monthly anniversary of the Effective Date.
In addition to any other rights granted to Licensor herein, PipelineManager.com, LLC reserves the right to suspend or terminate this Agreement and Licensee access to the Service if Licensee account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Licensee will continue to be charged for User licenses during any period of suspension. If Licensee or PipelineManager.com, LLC initiates termination of this Agreement, Licensee will be obligated to pay the balance due on the account computed in accordance with the Charges and Payment of Fees section above. Licensee agrees that Licensor may charge such unpaid fees to Licensee credit card or otherwise bill Licensee for such unpaid fees.

4.0 TERM AND TERMINATION.
a) Term. The term of this Agreement shall commence on the Effective Date, and shall continue for a period of twelve (12) months. The Licensee shall be notified within 30 days of the completion of the 12 month contract and invited to renew the contract for an additional 12 month period so long as neither party has given the other party thirty (30) days’ written notice that it shall not renew the Agreement at the expiration of the then current term.

5.0 SOFTWARE OWNERSHIP AND CONFIDENTIALITY.
Restrictions on Modifications, Reverse Engineering. PipelineManager.com, LLC shall have the sole right to modify, maintain, enhance or otherwise alter the Software. Licensee shall not reverse engineer, decompile or disassemble the Software and shall not knowingly allow any other person to do so, nor shall Licensee develop or create, or assist in the development or creation of, any modifications, enhancements or alterations to the Software without PipelineManager.com, LLC’s prior written consent.
a) Ownership of the Software. Licensee agrees that the Software, including all source code for the Software, is proprietary to PipelineManager.com, LLC, that title to the Software shall at all times remain with PipelineManager.com, LLC, and that, except for the licenses granted hereunder, nothing in this Agreement shall be construed to give Licensee or any end-user any ownership rights in the Software or in any modifications, enhancements or alterations that PipelineManager.com, LLC may subsequently make to the Software.
b) Confidential Information. From time to time during the Term of this Agreement the parties may transfer, from one to another, confidential and proprietary information, including without limitation information relating to the Software and all source code for the Software (the “Confidential Information”). Except as may be provided by this Agreement, the party receiving Confidential Information from the other party shall have no right to disclose or use such Confidential Information for its own benefit or the benefit of any third party unless such Confidential Information is:
(1) in the receiving party’s current possession as established by written documentation dated prior to receipt of the Confidential Information from the disclosing party;
(2) at the date of this Agreement, or hereafter becomes, part of the public knowledge or literature as a result of acts other than acts, if any, of the receiving party or its personnel involving any violation of their obligations under this Agreement; or
(3) available to the receiving party through a legitimate source other than the disclosing party and entirely independently of any disclosure by the disclosing party hereunder, i.e, without being sought or spurred into action as a result of any disclosure received by the receiving party or its personnel hereunder and without any other reliance on or use of any Confidential Information made available by the disclosing party hereunder. Upon recognition by either party of the receipt of the other parties’ Confidential Information disclosed by a legitimate and independent source, the receiving party shall notify the other party of the disclosure and disclosure source.
(4) The burden of proof concerning any of the above exceptions (a) through (c) shall be upon the receiving party. All Confidential Information provided by one party to another in connection with this Agreement shall remain the property of the disclosing party.
(5) Injunctive Relief. In recognition of the confidentiality of the Confidential Information and the irreparable injury that could be caused to the owner of such Confidential Information by the loss of such confidentiality, each party acknowledges that the other party may seek injunctive relief in any court of competent jurisdiction for any material breach of this Section 5.4 by such party, in addition to any other remedy available at law or in equity.

6.0 REPRESENTATIONS, WARRANTIES AND COVENANTS.
a) Mutual Representations, Warranties and Covenants. PipelineManager.com, LLC and Licensee each represent, warrant and covenant to the other that:
(a) if it is identified above as a corporation, it is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power to own its assets and properties and to carry on its business as now being and heretofore conducted;
(b) the execution, delivery and performance of this Agreement have been duly authorized, do not violate its certificate of incorporation, by-laws or similar governing instruments, if any, or applicable law and do not, and with the passage of time shall not, materially conflict with or constitute a breach under any other agreement, judgment or instrument to which it is a party or by which it is bound; and
(c) this Agreement is the legal, valid and binding obligation of such party, enforceable in accordance with its terms.
b) Limited Warranties. PipelineManager.com, LLC represents and warrants to Licensee that:
(a) it has the right to license the Software to Licensee as provided herein; and
(b) the Software shall perform in all material respects in accordance with imbedded documentation delivered by PipelineManager.com, LLC in connection with the Software and Licensee-funded customizations.
c) Warranty to Licensee Only. Licensee acknowledges that the warranties set forth above are personal to Licensee and that such warranties may be enforced against PipelineManager.com, LLC only by Licensee and not by any third party.


7.0 LIMITATION OF REMEDIES. PIPELINEMANAGER.COM, LLC SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF PIPELINEMANAGER.COM, LLC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. EXCEPT FOR PERSONAL INJURY AND PROPERTY DAMAGE AS APPLIED TO PIPELINEMANAGER.COM, LLC’S INDEMNITY OBLIGATION PROVIDED IN SECTION 8.a BELOW, IN NO EVENT SHALL PIPELINEMANAGER.COM, LLC BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID BY LICENSEE TO PIPELINEMANAGER.COM, LLC UNDER THIS AGREEMENT.

8.0 INDEMNIFICATION.
a) Indemnification by PipelineManager.com, LLC. PipelineManager.com, LLC hereby agrees to indemnify, defend and hold Licensee harmless from any third party suit, claim or other legal action (“Legal Action”) that alleges the Software infringes any United States patent, copyright, or trade secret, or that any data included in the Software that was not received from Licensee, contains any libelous, defamatory, disparaging or other harmful or illegal materials. Licensee shall give PipelineManager.com, LLC written notice of any Legal Action within ten (10) days of Licensee’s first knowledge thereof, and any failure to give such notice to PipelineManager.com, LLC shall terminate PipelineManager.com, LLC’s duty of indemnification hereunder. PipelineManager.com, LLC shall have sole and exclusive control of the defense of any Legal Action, including the choice and direction of any legal counsel. Licensee may not settle or compromise any Legal Action without the written consent of PipelineManager.com, LLC. If the Software is found to infringe any such third party intellectual property right in such a Legal Action, at PipelineManager.com, LLC’s sole discretion and expense, PipelineManager.com, LLC may (a) obtain a license from such third party for the benefit of Licensee and its End-Users; (b) replace or modify the Software so that it is no longer infringing but still performs substantially in accordance with the Functional Specifications.
PipelineManager.com, LLC does not own any data, information or material that Licensee submits to the Service in the course of using the Service ("Customer Data"). Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and PipelineManager.com, LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

9.0 MISCELLANEOUS.
a) Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, excluding its choice of law rules.
b) Severability. If any provision of this Agreement is found unenforceable under any of the laws or regulations applicable thereto, such provision shall be deemed stricken from this Agreement, but such invalidity or unenforceability shall not invalidate any of the other provisions of this Agreement.
c) Waiver. No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.
d) Attorney’s Fees. In the event of any legal action arising out of or resulting from this Agreement or its termination, the prevailing party therein may recover its attorney’s fees and legal costs in addition to any other relief which may be granted.