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	License Agreement	Software Product License Agreement THIS SOFTWARE PRODUCT LICENSE AGREEMENT (this "Agreement") is made as of the date set forth below by and between PassProtect, LLC ("Licensor") and you ("Licensee"). 1. License Licensor here grants to Licensee a TEMPORARY non-exclusive, non-transferable, revocable license to the PassProtect InSight software product and associated documentation (the "Product") set forth in Schedule A attached hereto and made a part hereof, subject to the terms and conditions of this Agreement for the license fee specified in Schedule A. The Product is the property of the Licensor. Full title and ownership rights in and to the Product shall at all time remain with Licensor: the Product is licensed to the Licensee, not sold. 2. Limitations on Use; Copies; Confidentiality a. defined to mean uses of the Product that involve the direct or indirect use of the Product by a number of users less than or equal to, the number of users specified in Schedule A and for the duration/timeframe if specified in Schedule A. b. Internal Installation and Use. Licensee shall use the Product for Licensee's internal use and not in conjunction with any third party.  Licensee may install, use, access, display and run one copy of the Software on a single computer, such as a workstation, terminal or other device . Licensee may not resell or redistribute the Product as its own, assign, license, sublicense, loan, rent or publish, in original or modified form, for commercial or non-commercial use. c. Copies. Licensor shall supply to Licensee the number of master copies of the Product specified in Schedule A, and Licensee may make, from such master copies, for its own internal use, the number of copies of the Product specified in Schedule A. In addition to the foregoing; Licensee may make 1 copy of the Product for backup purposes only. d. Proprietary Marking. Licensee shall not remove, modify or deface any proprietary marking in or on the Product or any copy thereof. As provided in Section 2(c), Licensee may make copies as provided herein based on the number of copies specified in Schedule A provided that each such copy shall state on the opening screen and cover page of the associated documentation, as well as by label on any disk or optical, magnetic or other storage material containing the Product, that is the property of Licensor, in the following language: Copyright © 2000-2005 PassProtect, LLC. This product is the property of, and is proprietary to, PassProtect, and it is protected under the copyright, trade secret and confidentiality laws of the USA and under international treaties. e. Records. Licensee shall keep records of each copy made, where such copy is located and the names of the custodians with respect thereto. Licensee shall also maintain records of all authorized users of the Product. Such records shall be available for inspection at any time by Licensee. f. Confidentiality. The Product contains confidential and proprietary information of Licensor. Licensee agrees that it shall treat the product as confidential and proprietary to Licensor  The provisions of this Agreement relating to confidentiality shall survive the termination of this Agreement. g. Reverse Engineering. Licensee shall not decompile, disassemble or reverse engineer or otherwise modify or derive from the Product or any part of it, or attempt to do so. h. Product Upgrade. Licensor agrees to upgrade or uninstall / destroy the Product as specified in Section 5 when any part of the Product expires.  All pre-release versions (i.e. Alphas, Betas, Release Candidates, etc.) must be upgraded to a release version of the Product prior to the Licensee using the product in a production environment. 3. Charges a. Payment. Licensee agrees to pay to Licensor the license fees and any other fees set forth in Schedule A on the terms specified in Schedule A. Future releases of the Product may have modified/additional pricing options. b. Taxes. In addition to the fees stated in Schedule A, Licensee agrees to pay all taxes resulting from this Agreement, if any, except income taxes of Licensor. 4. Warranties Licensor is providing this Product "AS IS" without warranty of any kind. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR SHALL NOT BE LIABLE FOR DAMAGES IN EXCESS OF THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCT.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR BUSINESS INTERRUPTION, LOSS OR COMPROMISE OF BUSINESS INFORMATION, LOST PROFITS, COST OF COVER OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 5. Default; Termination a. Termination for Default with Notice. This license is valid for the duration set forth in Schedule A, hereto attached, except that the Licensor may terminate License for material breach after giving Licensee notice of breach and 10 days to cure such breach. Licensor may give Licensee notice of breach by regular mail, electronic mail, registered mail, or courier, as Licensor may select. At the option of the Licensor, this Agreement and all rights to use the Product shall terminate on the termination date specified in the written notice of breach from Licensor to Licensee. A material breach includes but is not limited to, the following conditions: (i) Licensee's failure to pay any license fee, tax, duty, or other amount due within thirty (30) days after written notice to Licensee that such a payment is due; (ii) a breach by Licensee of its agreement to protect and maintain the confidentiality of the Product and /or any other standing confidentiality agreements with Licensor, as specified in Section 2 or (iii) a violation by Licensee of the limitations set forth in Section 2. b. Automatic Termination. This Agreement and all rights to use the Product shall terminate automatically upon the happening of any of the following event: (i) the filing by Licensee of a voluntary petition in bankruptcy or an assignment for the benefits of creditors; or (ii) the filing against Licensee of an involuntary petition in bankruptcy unless such petition is dismissed within 90 days. c. Duties upon Termination. Upon the termination of this Agreement for any reason, Licensee shall discontinue its use of the Product, and within ten (10) days, shall destroy or delete all copies of the Product then in its possession, including but not limited to any back-up or archival copies of the Product and documentation.  If the Product is an upgrade or has been updated, any destruction must include the most recent version of the Product as well as all previous versions. Licensor may specify the method of deletion or destruction of Product.  d. Termination for Convenience. Licensor may terminate the license and any support obligations at any time for its convenience. 6. General Provisions a. Cooperation in Litigation. Licensee agrees to notify Licensor immediately and in writing of all circumstances surrounding the unauthorized possession or use of the Product and documentation by any person or entity. Licensee agrees to cooperate fully with Licensor in any litigation relating to or arising from such unauthorized possession or use. b. Applicable Law. This Agreement shall be governed in accordance with the laws of the State of Delaware without giving effect to its conflict of laws provisions. c. Severability. If any one or more previsions contained this Agreement shall be declared invalid or unenforceable by statute or court decree, then the parties shall negotiate a revised provision sufficient to represent the original intent of the parties. Each and every other provision shall remain in full force and effect. d. Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent breach or default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition then or in the future. e. Notices. Any payment, statement, notice, request or other communication shall be deemed to be sufficiently given to the addressee and any delivery hereunder deemed made when personally delivered or sent by electronic or regular mail, , addressed to either party.  Either party to this Agreement may change an address relating to it by notice to the other party in accordance with the provisions of this Section 7(e). f. Injunctive Relief. Licensee acknowledges that breach of the terms of this Agreement, particularly those provisions concerning proprietary and trade secret rights with respect to the Product, will cause Licensor substantial harm, the exact value of which is not readily determinable. Therefore the parties agree that Licensor may in addition to any other remedies available to it, move for injunctive relief in order to prevent further breaches of any provision of this agreement. g. Entire Agreement. This Agreement and Schedule A attached hereto constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.  All prior proposals, understandings and other agreement, whether oral or written, between the two parties that relate to this subject matter are hereby superseded and revoked. This Agreement may not be modified or altered except in writing by an instrument duly executed by both parties.   Schedule A Name and version of Product: PassProtect InSight 2.0.x Description of Product: PassProtect InSight watches and correlates system changes to warn of potential system compromises.  Rather than having system administrators manually pour through different logs to hope to find indications of strange or threat related behavior, InSight monitors important system parameters and automatically alerts administrators to this type of behavior. Like any security solution, InSight should be used in conjunction with other solutions in order to provide a thorough security strategy. These solutions include, but are not limited to, network firewalls, packet filtering routers, proxies, "honey pots", de-militarized zones (DMZs), anti-virus, and strict (physical as well as logical) access control security policies, and the like. Number of master copies to be delivered to Licensee: As many as chosen by Licensee during purchase process from the PassProtect web site (www.passprotect.com) Authorized number of copies: Zero (0) (except for one copy for backup purposes only as per the Agreement above) License fee: As specified on the PassProtect web site (www.passprotect.com) License duration: As specified by Licensee during purchase process from the PassProtect web site (www.passprotect.com).  License begins on the date of license generation. Payment terms: As specified on the PassProtect web site (www.passprotect.com) I agree I do not agree