THIS AGREEMENT is entered into as of the Effective Date, by and between Coherent Knowledge Systems, LLC, a limited liability corporation, having its headquarters at 5 Wembley Lane, Mercer Island, WA 98040 and assigns (hereinafter, “COHERENT”); and licensee “LICENSEE”.

WHEREAS, COHERENT is engaged in the business of designing and developing computer-related software and hardware systems and related products and has created and developed a software package called Ergo Suite™, a knowledge management platform that provides a reasoning engine, Ergo Reasoner, an integrated development environment (IDE), Ergo Studio, and user manuals, WHEREAS, Licensee desires to utilize such Software in conjunction with its commercial or non-commercial activities;

WHEREAS, COHERENT and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use COHERENT’s Software pursuant to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

  1. DEFINITIONS

 “Field of Use” shall mean non-commercial activities related to evaluation and trial of the product.

 “Software” shall mean the executable code version as of the Effective Date referred to as Ergo Suite and all accompanying documentation.

“Effective Date” shall be the date of execution of the agreement as signified by the date when the trial license software has been activated by Licensee.

  1. LICENSE

Subject to all terms and conditions contained in this Agreement, COHERENT hereby grants to Licensee, for the Term of this Agreement, a non-exclusive, non-transferable, royalty-free license solely for evaluation purposes solely in the Field of Use.  This license will allow for one user/machine.

Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above. No right or license is being conveyed to Licensee to use the Software at any other locations.

The present license does not extend to sublicensing the Software and all other rights not expressly granted herein are hereby reserved.

  1. TERM

This Agreement shall be effective as of the date of first use of the software (Effective Date) and shall extend for the period of 90 days thereafter.

  1. COMPENSATION

The Trial/Evaluation License will be provided free of charge for the Term of License.  COHERENT is not obligated to provide support or updates during that period.  However, COHERENT may choose, at its sole discretion and convenience, to provide updates during that period.

  1. CONFIDENTIALITY

Licensee recognizes that the Software is the proprietary and confidential property of COHERENT. Accordingly, Licensee shall not, without the prior express written consent of COHERENT, during the term of this Agreement and for an additional five (5) years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by COHERENT, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of COHERENT’s Software and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.

Licensee shall take no steps in attempting to reverse engineer the Software.

  1. INSTALLATION, TRAINING, AND ACCEPTANCE

COHERENT shall provide the Licensee download instructions for Licensee to install the Software on Licensee’s computer(s). User Manuals and such instructions are available on the COHERENT website. No training is included in the Trial/Evaluation License.

  1. WARRANTY and LIABILITY DISCLAIMER

Software is provided under this License on an “AS IS” BASIS and WITHOUT WARRANTY, either express or implied, including, without limitation, the warranties of non-infringement, merchantability or fitness for a particular purpose. THE ENTIRE RISK AS TO THE QUALITY OF THE ORIGINAL WORK IS WITH THE LICENSEE. This DISCLAIMER OF WARRANTY constitutes an essential part of this License. No license to the Original Work is granted by this License except under this disclaimer.

Under no circumstances and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall COHERENT or its agents or resellers be liable to anyone for any indirect, special, incidental, or consequential damages of any character arising as a result of this License or the use of the Original Work including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages or losses. This limitation of liability shall not apply to the extent applicable law prohibits such limitation.

  1. MAINTENANCE

The above license grant does not include any bug fixes, updates or upgrades (the “Updates”) of the Software.  Please contact COHERENT to obtain more information about the Commercial Support License.

  1. IMPROVEMENTS

Any improvements or modifications made by COHERENT to the Software other than Updates, including but not limited to major revisions thereof, may be provided to Licensee at its sole discretion and shall be governed by the same terms and conditions as the Software pursuant to this Agreement.

  1. TERMINATION

The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

a) Right to Terminate Upon Notice. COHERENT reserves the right to terminate this Agreement at any time with a written notice to the LICENSEE in the event of a breach of any provision of this Agreement.

  1. POST TERMINATION RIGHTS

Upon termination of this Agreement pursuant to Section 10A., all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to COHERENT and Licensee shall discontinue all use of the Software and the like.

  1. NOTICES

Any notice required to be given pursuant to this Agreement shall be delivered electronically to the email address provided or in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

  1. JURISDICTION AND DISPUTES

This Agreement shall be governed by the laws of Washington State. All disputes hereunder shall be resolved in the applicable state or federal courts of State. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

  1. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.

  1. WAIVER

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

  1. SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

  1. ASSIGNABILITY

The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless with the written consent of COHERENT and the payment, if applicable, of the Additional User Fee.