SOURCE CODE LICENSE AGREEMENT

1.1

“Affiliate” shall mean, with respect to a party any entity that directly or indirectly controls, is controlled by or is under common control with that party.

1.2

“Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation (including translation into other computer languages), port, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

1.3

“Intellectual Property Rights” shall mean all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure, and all other proprietary rights.

1.4

“Private Label Products” shall mean those privately labeled versions of the Software and any Licensee Derivatives thereof which may consist of the integration of the Software (or any Licensee Derivative) with other programs, modules or components or other systems or processes to enhance its functioning and/or create a different process or program.

1.5

The “Software” shall mean the software and associated documentation, as described in Exhibit A in source code and object code form and any updates or upgrades to the “Software” publicly released by Licensor for a period of eighteen (18) months following the Effective Date.

1.6

“Territory” shall mean United Kingdom, Europe, Africa and the Middle East.

2.1

License Grant . During the term and subject to compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, worldwide, sublicensable (except as specifically provided otherwise in Section 2.2), non-transferable (except as provided in Section 8.4), non-assignable (except as provided in Section 8.4) limited license (i) to use, copy, and modify the Software and to: (a) create Derivatives based on the Software (a “Licensee Derivative”), (b) to maintain or enhance the Software, and/or (c) to develop Private Label Products; (ii) to market, distribute and sell or license to end-users, directly or through multiple tiers, the Software, Derivatives and Private Label Products; and (iii) to sublicense its rights under subsections (i)(b) and (i)(c) hereunder, all as subject to the restrictions in Section 2.2.

2.2

License Restrictions and Licensee Covenants . Licensee shall not distribute the Software or any Derivatives thereof to those customers listed on Schedule 1.2 (a)(iii) to the Asset Purchase Agreement. Licensee shall not distribute or license the source code licensed to it hereunder anywhere other than the Territory. Licensee will not alter or remove any copyright, patent or patent pending notice which is placed on, embedded in or otherwise affixed to the Software. Licensee shall ensure that the Licensor’s proprietary notices are prominently displayed in connection with the distribution of the Software or any Derivatives thereof. No sublicense granted under this Agreement shall be broader in any respect than the sublicensable rights of Licensee specified in Section 2.1 as restricted by this Section 2.2. In addition, Licensee shall comply with any restrictions on the foregoing license included in this Agreement (including the exhibits hereto).

2.3

Ownership . Licensor retains all right, title and interest in and to the Software. Each party shall be the sole owner of any modifications or Derivatives that it creates based on the Software, including but not limited to any designs, computer code, or materials.

2.4

No Other Rights . Licensee agrees that this Agreement does not grant to it distribution rights to the Software or any Derivatives thereof, in either source or object code form, except as otherwise provided in subsection 2.1 above. Under no circumstances will the license grant set forth in Section 2.1 be construed as granting, by implication, estoppel or otherwise, a license to any Licensor technology other than the Software. Licensee agrees that, as a condition to the licenses granted above, it will not, at any time (except in the event that this Agreement is terminated pursuant to the terms of the Asset Purchase Agreement), contest anywhere in the world Licensor’s ownership of the Software, nor will Licensee, at any time (except in the event that this Agreement is terminated pursuant to the terms of the Asset Purchase Agreement), challenge the validity of Licensor’s Intellectual Property Rights in the Software. Without limiting any rights or obligations set forth in the Asset Purchase Agreement, nothing herein shall require Licensor to provide support, or any maintenance of the Software of any kind. Without limiting any rights or obligations set forth in the Asset Purchase Agreement, all rights not expressly granted herein as to the Software are expressly reserved by Licensor. In the event that , at any time (except in the event that this Agreement is terminated pursuant to the terms of the Asset Purchase Agreement), Licensee has any knowledge of any infringement of, or litigation instituted with respect to, the Software by any person, Licensee shall immediately notify Licensor. Additionally, in such event, Licensee shall immediately furnish to Licensor copies of all correspondence, notices, advertising, complaints, legal documents, and other written materials relating to any such infringement, litigation or challenge which it may have in its possession. In no event shall Licensee’s or any third party’s possession, use, modification, licensing or any other exploitation of the Software or the Derivatives as permitted by this Agreement be construed as an infringement of Licensor’s or Licensor’s Affiliates’ Intellectual Property Rights in the Software.

2.5

Indemnification of Licensor . Licensee agrees to indemnify, defend and hold Licensor harmless from any claims arising out of Licensee’s use or modification of the Software or its use or distribution of the Derivatives.

2.6

Delivery of Source Code . By the end of the business day next following the date hereof, Licensor shall deliver to the Licensee those components of the Software currently prepared for delivery (including the Software described as Analyst Suite 2.9, including service packs through current service pack (SP2)) in such manner as reasonably requested by the Licensee, Licensor shall work diligently to deliver the remaining Software (including the source code with commentary, related modules, object code and related modules and documentation)components in such manner as reasonably requested by the Licensee and will in any event deliver all such components to Licensee within fourteen (14) business days of the date hereof.

3.1

Definition . “Confidential Information” of a party means any and all technical or non-technical information related to the past, current or proposed operations, products, technology, services and business of such party (the “Discloser”) (i) disclosed or otherwise made available in any manner by such party to the other party (the “Recipient”) which is disclosed or made available in connection with or is related to this Agreement, or (ii) to which the Recipient may gain access in the performance of this Agreement, whether disclosed orally, visually or through any tangible medium. Information and material need not be labeled or marked “confidential” or bear similar language or mark to be deemed Confidential Information hereunder, and failure to do so will not give rise to an inference that the information disclosed is not confidential. For the avoidance of doubt, Confidential Information of Licensor includes the Software source code and Intellectual Property Rights therein.

3.2

Exclusions . The term “Confidential Information” does not include, and the obligation of confidentiality hereunder will no longer attach to, information when the Recipient can document that such information: (a) was already in the Recipient’s possession, free of any obligation of confidence, as shown by the Recipient written records in existence at the time of disclosure; (b) is or becomes generally known to the public at the time the Discloser communicates such information to the Recipient, or subsequently, through no breach of this Agreement by the Recipient; (c) is received independently and without restriction by the Recipient from a third party not under an obligation to the Discloser or others to keep such information confidential; (d) is independently developed by the Recipient’s personnel without not having access, directly or indirectly, to Confidential Information of the Discloser; provided, however, that the Recipient will bear the burden of proving that such personnel did not have access to the Confidential Information.

3.3

Restrictions on Use and Disclosure . The Recipient will hold the Discloser’s Confidential Information in strict confidence, and use such care and take all precautions to protect such Confidential Information as the Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions. The Recipient must maintain the Discloser’s Confidential Information in a physically secure manner at all times and will take all necessary steps to prevent the unauthorized use of dissemination or such Confidential Information. Except as expressly permitted under this Agree