THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN PROTECTPRO SOLUTIONS (“PS”) AND THE INDIVIDUAL OR ENTITY (“LICENSEE” or “LICENSEE ENTITY”) THAT HAS PURCHASED THIS LICENSE TO USE THE PROTECTPRO® FOR NETWORKS PRODUCT WITH THE PROTECTION PLAN AND TOOLS IN ALL FORMS, INCLUDING THE PROTECTWARE® TEMPLATES, PROGRAM FILES, AND ACCOMPANYING WORKBOOK, GUIDE, AND RELATED DOCUMENTATION (“SOFTWARE”). PS IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE SOFTWARE ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ANY OF THESE TERMS, PS IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE, THEN LICENSEE SHOULD RETURN THE SOFTWARE (INCLUDING THE CD-ROM, WORKBOOK, GUIDE AND OTHER MATERIALS RECEIVED FROM PROTECTPRO SOLUTIONS) WITHIN 7 CALENDAR DAYS OF PURCHASE, WITH ITS RECEIPT, TO THE PLACE OF PURCHASE FOR A REFUND OF THE AMOUNT LICENSEE PAID FOR SUCH SOFTWARE.

1. License. Subject to the terms and conditions of this Agreement, PS grants to Licensee Entity a nontransferable, nonexclusive, world-wide license (a) to use the Software to fill out and complete the Templates included in the Software solely to develop a set of network protection plan and tool documents (“Documentation”) for the protection and recovery of one Site (defined below) and to create updates of such Documentation (“Completed Templates”); (b) to modify the Templates for internal use at one Site only; (c) to print out the Completed Templates; and (d) to distribute the Completed Templates in whole or in part to individuals within the Group solely for the purpose of using the Documentation for one Site. For the purpose of this Agreement, Licensee Entity means members of the Group (defined below) identified in the Documentation with a need to know in order to participate, develop, fund, or supervise the Documentation for one Group to protect and recover one Site. “Group” means one business, department, branch, division, or similar unit at one Site and with up to 80 employees, whether at that site, at home, or on the road, and its key vendors, business partners, and/or customers. “Site” means the computer infrastructure located in one server room at one physical location and its backup locations. (A group with more than 80 employees will need to purchase additional licenses.) PS RECOMMENDS HIRING AN EXPERT RESOURCE TO USE THIS PRODUCT.

2. Restrictions. Unless written permission is provided by PS, Licensee agrees that Licensee shall not: (a) sell, lease, lend, sublicense, or otherwise transfer the Software; (b) decompile, reverse-engineer, or otherwise attempt to discover the underlying trade secrets except to the extent such actions may be allowed by mandatory provisions of the jurisdiction in which Licensee obtained this license; (c) otherwise modify the Software; (d) incorporate the Software into other software; (e) permit any person to use the Software other than those within the Licensee's Group; (f) export the Software or the direct product of the Software outside the United states except as authorized by applicable laws and regulations; or (g) copy the Software, except that Licensee may make backup copies of the Software for archival purposes.

3. Ownership. PS retains ownership of all originals and copies of the Software and the intellectual property rights therein. Licensee shall have no rights in any originals or copies of the Software other than the rights expressly granted to Licensee in this Agreement.

4. Confidential Information. For purposes of this Agreement, the term “Confidential Information” includes the Software and all trade secrets of PS. Licensee agrees that at all times and notwithstanding any termination or expiration of this Agreement, Licensee will hold in confidence and will not use PS Confidential Information or disclose PS Confidential Information to any person except as necessary to make use of the Software pursuant to this Agreement. Upon termination or expiration of the Agreement, or upon written request of PS, Licensee will promptly return to PS all Confidential Information or destroy all Confidential Information, at the sole discretion of PS. Upon request by PS, Licensee will provide written certification that it has done so.

5. Disclaimer of Warranties and Conditions. THE SOFTWARE IS LICENSED “AS IS.” PS MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. PS EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY ACCURACY IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CUSTOMER UNDERSTANDS THAT USE OF THE SOFTWARE DOES NOT PROVIDE ANY GUARANTEE, OR CERTIFICATION, OR ESTABLISH COMPLIANCE WITH ANY INDUSTRY STANDARD, REGULATION OR LAW.

6. LIMITATION OF LIABILITY. WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE EXTENT PERMITTED BY LAW OF THE JURISDICTION IN WHICH LICENSEE OBTAINED THIS LICENSEE, PS SHALL NOT BE LIABLE TO LICENSEE OR ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOSS OF PROFIT, ACCURACY, BUSINESS INTERRUPTION, AND COST TO OBTAIN SUBSTITUTES, ARISING OUT OF THIS AGREEMENT OR OTHERWISE. IN NO EVENT SHALL PS’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE EXCEED THE AMOUNT PAID FOR LICENSEE’S RIGHTS TO PS UNDER THIS LICENSE AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE LICENSEE.

7. U.S. Government End Users. The Software is a “commercial item,” as that term is defined at 48 CFR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial software documentation,” as such terms are used in 48 CFR 12.212 (Sept 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

8. Trademarks. ProtectPro, ProtectPro.com, and ProtectWare are trademarks or registered trademarks of ProtectPro Solutions. All rights reserved.

9. Termination. Licensee’s license to use the Software will terminate automatically without notice from PS if Licensee fails to comply with any terms of this License Agreement.

10. General. This Agreement will be governed by the laws of the State of California without regard to the application of conflict of law principles. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between PS and Licensee that supersedes any proposal or prior agreement, oral or written and any other communication between PS and Licensee in relation to the subject matter of this Agreement. No document, invoice or terms submitted by Licensee with purchase of this product that conflict with this Agreement shall have any effect whatsoever.

THE SOFTWARE INCLUDING THE ACCOMPANYING WORKBOOK, GUIDE, AND OTHER MATERIALS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

© 2004 PROTECTPRO SOLUTIONS. ALL RIGHTS RESERVED.