DOCUSHARE® and DOCUSHARE® CPX

LICENSE AND SUPPORT AGREEMENT AND WARRANTY FOR DOCUSHARE SOFTWARE AND RELATED DOCUMENTATION

IF YOU HAVE LICENSED DOCUSHARE UNDER A SEPARATE DOCUSHARE SOFTWARE LICENSE AGREEMENT, SIGNED BY YOU AND XEROX, THE SIGNED AGREEMENT WILL SUPERSEDE THIS DOCUSHARE LICENSE. OTHERWISE, THIS IS YOUR DOCUSHARE LICENSE AGREEMENT - READ BEFORE INSTALLING THE DOCUSHARE SOFTWARE.

IMPORTANT: THIS AGREEMENT CONTAINS THE LICENSE AND SUPPORT TERMS AND CONDITIONS FOR DOCUSHARE SOFTWARE AND RELATED DOCUMENTATION. INSTALLING THIS SOFTWARE PACKAGE SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST PROMPTLY DELETE ANY SOFTWARE FILES ACCESSED BY YOU FROM ANY AND ALL COMPUTER MEMORY INTO WHICH SUCH SOFTWARE HAS BEEN LOADED OR STORED. WHEN USED IN THIS AGREEMENT THE TERM "XEROX" SHALL MEAN XEROX CORPORATION, ITS OPERATING COMPANIES, SUBSIDIARIES AND AFFILIATES.

1. DOCUSHARE LICENSE - If you have paid for a DocuShare license, Xerox grants to you a nonexclusive, perpetual license to load and use the machine readable software included in this software package ("Licensed Software") on a single host computer or server wherein the Licensed Software will provide for a predetermined number of Client Access Licenses (CAL). The predetermined number of CALs corresponds to the license you paid for and/or any Upgrades you have paid for.
2. DOCUSHARE ACCESSORIES - Xerox grants to you a nonexclusive, perpetual license to load the machine readable DocuShare Accessory software included in this software package, for use exclusively with the Licensed Software. The Accessory software corresponds to the Accessories you paid for and/or any Upgrades you have paid for.
3. DOCUSHARE LANGUAGE PACK - If you have paid for a DocuShare Language Pack License, Xerox grants to you a nonexclusive, perpetual license to load the machine readable Language Pack software included in this software package on the same host computers or servers as the Licensed Software for use exclusively with the Licensed Software.
4. PROVISIONS APPLICABLE TO ALL LICENSE GRANTS - The following provisions shall apply to whichever of the above license grants are applicable:
   1. The term "Client Access License" as used herein refers to authorized individual users of the Licensed Software executing on a licensee's host computer or server who have full access rights.
   2. Except for the visual appearance of the Licensed Software as presented to an end user, each copy of the Licensed Software and accompanying documentation must include and retain all confidential, proprietary, patent, copyright and/or trademark notices contained on the original.
   3. Title to the Licensed Software and all copies will at all times reside exclusively with Xerox and/or its licensor(s).
   4. The Licensed Software may include software developed by a third party. The third party shall not be liable to you for any breach by Xerox, and shall be considered a third party beneficiary of your obligations under this Agreement.
   5. You have no other rights to the Licensed Software. This means that you may not create derivative works of the Licensed Software, or attempt to decompile or reverse-engineer the Licensed Software except as expressly permitted by governing law.
   6. Subject to paragraph 4(B) of this Agreement, you may create one copy of the Licensed Software but only for backup purposes in the event loaded materials are lost or damaged.
   7. You may transfer this license and your original and any backup copy of the Licensed Software to another authorized person or legal entity, provided, (1) the other person/legal entity receives a copy of this Agreement or other applicable Xerox Software License Agreement and agrees to be bound by Its terms and conditions, and (2) you erase or destroy all other copies of the Licensed Software, and (3) you at all times comply with all applicable United States export control laws and regulations.
5. WARRANTY
   1. The Licensed Software is warranted for a period of ninety (90) days from the date the Licensed Software is delivered to you, or for such longer period as may be explicitly required by governing law, to substantially conform to the functionality described in the accompanying documentation.
   2. The Licensed Software is not warranted to be free from error, or to operate uninterruptedly.
   3. If, during the 90-day warranty period, you notify the party who sold you the Licensed Software that the Licensed Software does not substantially conform to the functionality described in the accompanying documentation, that party will, at its option, either replace the Licensed Software or fully refund the license fee you paid for the package. If a refund is made, you will certify to the refunding party that you have removed the Licensed Software and erased or destroyed all copies.
   4. The express warranty set forth in paragraph 5(A) of this Agreement is in lieu of all other express warranties and conditions. The implied warranty of merchantability is limited to ninety (90) days from the date the Licensed Software is delivered to you. ALL OTHER EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS, WHETHER CREATED BY STATUTE OR OTHERWISE, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND, FOLLOWING THE ABOVE-REFERENCED NINETY (90) DAY PERIOD, THE IMPLIED WARRANTY OF MERCHANTABILITY.
   5. All warranties and representations made by persons other than Xerox, including, but not limited to, distributors, dealers, concessionaires and other resellers of Xerox, are also disclaimed.
   6. Greater Warranty Rights: The limitations described in paragraph 5(D) of this Agreement may not apply in those jurisdictions that do not allow limitations on the length of implied warranties.
   7. The express warranty set forth in paragraph 5(A) of this Agreement will be void and you may be responsible for additional fees if you fail to properly use the Licensed Software in the appropriate environment, as specified in the accompanying documentation, or if the Licensed Software is modified or altered in any way.
6. INTELLECTUAL PROPERTY INFRINGEMENT
   1. In the event of a claimed infringement in the United States, Canada or the European Union of any patent, copyright or other intellectual property right, Xerox may, at its option, and at no charge to you, either obtain a license, modify the Licensed Software to be non-infringing, substitute an equivalent of the Licensed Software or remove the Licensed Software. If Licensed Software is removed by Xerox for this reason, the license fee you paid for the Licensed Software will be fully refunded. Unless otherwise expressly provided by law this shall be Xerox' only obligation to you in the event of a claim of infringement.
   2. Xerox will not be liable for any infringement of the Licensed Software if such infringement is caused by use of the Licensed Software in combination with equipment, software, or supplies not provided by Xerox or if the Licensed Software is used to implement processes not provided by Xerox.
7. GOLD SOFTWARE SUPPORT - If you have paid for Gold Software Support for the Licensed Software, Xerox will provide support as follows:
   1. Definitions:
      1. "Major Release" and "Major Upgrade" shall mean a release of the Licensed Software, which provides significant additional value or utility to the Software.
      2. "Minor Release" and "Minor Upgrade" shall mean a release of the Licensed Software other than a Major Release. Minor release may include enhancements to usability or value of the product, at the sole discretion of Xerox.
      3. "Maintenance Release" shall mean a release of the software that provides fixes to Licensed Software technical problems, defects or bugs.
      4. "Maintenance Update" shall mean a fix or workaround for a customer identified Licensed Software defect which corrects, avoids or provides a workaround for such defect.
      5. "Severe Software Problem" shall mean a Licensed Software defect which substantially reduces the reliability or functionality of the Licensed Software or renders unusable the CPU in which the Licensed Software is loaded.
   2. License Necessary: Support for the Licensed Software is contingent upon you having in effect a valid license with Xerox to use the Licensed Software.
   3. Term: Gold Software Support shall be available for three hundred sixty five (365) days from the latter of the license date of the Licensed Software or the purchase date of Gold Software Support and is subject to renewal upon the mutual agreement of both parties. To continue to receive Software Support, you must have in effect a valid Software Support Agreement.
   4. Fees: You agree to pay Xerox the fees specified on any invoice for Gold Software Support in in your local currency. Such fees will be due within thirty (30) days of your receipt of such invoice. Such fees are exclusive of any local, state or federal sales, use or any other applicable taxes, the payment of which are your responsibility.
   5. Contacts: You agree to designate two persons, one of whom shall be the primary and the other of whom shall be the backup respecting your communications with Xerox relating to Gold Software Support under this Agreement. Such persons shall be the only person(s) whom Xerox is obligated to communicate with under this Agreement. Except as otherwise specified below, communications may be effected by telephone, mail (including e-mail) or fax.
   6. Elements of Gold Software Support for this Agreement:
      1. Software Support will be provided as follows:
         1. for the then current release (Major or Minor) of the Licensed Software during the entire term of this Agreement.
         2. for the immediately preceding release (Major or Minor) of the Licensed Software during the period ending on the earlier of the expiration date of this Agreement or twelve (12) months after the date the most current release is made available.
      2. Software Support will consist of the following:
         1. Telephone, fax or e-mail support to resolve Licensed Software problems, 24 hours a day, seven days a week (telephone support may be unavailable during emergencies; support is available in English only after normal business hours: 8 a.m. to 6 p.m., local time, Monday through Friday). Please refer to the DocuShare website for Software Support contact information, as follows: http://docushare.xerox.com/support
         2. Provision of Major Releases, Minor Releases, Maintenance Releases, and Maintenance Updates to you within a reasonable time after they become available. Xerox does not guarantee that it will fix a Licensed Software problem or issue a Maintenance or Minor Release for any Licensed Software problem. However, if you notify Xerox via phone, mail, fax or e-mail of a Severe Software Problem, and your Xerox Customer Support Executive generates a Software Problem Action Report, Xerox will use reasonable efforts to fix such Severe Software Problem or issue a Maintenance Update, Maintenance Release or Minor Release with respect to such Severe Software Problem. Maintenance Updates released by Xerox will only be issued for the then most current release of the Licensed Software.
      3. Customer expectations for Gold Software Support:
         1. Solely for purposes of Xerox performing its obligations under this Agreement, you agree to give Xerox reasonable access to the Licensed Software, the system(s) in connection with which the Licensed Software is used, the Licensed Software documentation and other relevant records and documents and shall provide such other reasonable assistance as Xerox may request.
         2. Xerox may provide Gold Software Support to you if you have customized your Licensed Software implementation but does not guarantee that it will do so. Xerox will only guarantee the ability to support the Licensed Software in the state it is delivered and installed, using the recommended installation procedures. Xerox's only obligation in the event that a customized system fails is to help you restore the Licensed Software to its original state, and to assist you in preserving data when you attempt to restore such Licensed Software to its unmodified state. However, Xerox may charge additional fees for such support. Xerox does not guarantee that you will be able to successfully restore modified Licensed Software to its unmodified state or that you will not lose data in the process of such attempted restoration.
         3. The customer shall perform preliminary diagnosis of problems to eliminate those due to operating system, hardware faults and user error.
         4. The customer shall provide an accurate and complete description of the problem to support. The customer shall assist in problem resolution by providing copies of logs and/or files deemed necessary by support. All such materials shall be considered confidential.
         5. The customer will install new software maintenance releases within a reasonable time of receiving them.
         6. The customer shall perform regularly scheduled system backups and maintenance in addition to keeping anti-virus software current.
   7. Support Exclusions: This Agreement does not cover support for hardware or for any software other than the Licensed Software.
8. GENERAL PROVISIONS
   1. Limitation of Liability: In no event will Xerox be liable to you for any special, indirect, incidental or consequential damages (including but not limited to damages related to data loss, LOST PROFITS or business interruption) in any way arising out of or relating to the subject matter of this Agreement. In addition, Xerox's liability to you for direct damages will in no event exceed the license fee you paid for the Licensed Software.
   2. Greater Damage Rights: Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not be applicable.
   3. U.S. Government Restricted Rights: The Licensed Software and accompanying documentation are provided with Restricted Rights. You agree to meet all requirements necessary to ensure that the Federal Government will honor such rights. Disclosure, use or reproduction of the Licensed Software and accompanying documentation are subject to restrictions set forth in the Commercial Computer-Restricted Rights clause at Federal Acquisition Regulation 52.227-19, when applicable, or in the Department of Defense Federal Acquisition Regulations Supplement 252.227-7013.

   Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control (including, but not limited to work stoppages, fires, civil disobedience, Acts of God and similar occurrences), provided that the party experiencing such delay promptly notified the other party of the delays.

   No delays or failure of Xerox to exercise any right or remedy will operate as waiver thereof. No waiver of any of the provisions of this Agreement for a particular situation shall be deemed or constitute a permanent waiver of such provision for any other situation, nor shall such waiver constitute a waiver for the same situation if it should recur.

   Severability: If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of any court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid.

   This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, U.S.A. without giving effect to its conflict of laws provisions. The parties specifically agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods, as such may be amended from time to time, shall not apply to this Agreement.

9. Entire Agreement: This Agreement and any form Xerox order agreement that you may have used to order DocuShare constitute the entire agreement of the parties as to the subject matter thereof, and supersedes any and all prior oral and written understandings and agreements as to that subject matter. To the extent terms and conditions in your form Xerox order agreement conflict with this DocuShare License Agreement, this DocuShare License Agreement shall prevail. The pre-printed terms and conditions contained in any purchase order or other ordering document submitted with respect to the Licensed Software shall have no binding effect of Xerox and will not modify this Agreement in any way.

   Copyright © 1997-2007 Xerox Corporation. All Rights Reserved.

   P/N 613P10362 06/07