Cheminform St-Petersburg (CISP) Ltd. Offers integrated solutions for reaction hazard assessment and chemical engineering

Single use license agreement

IN CONSIDERATION of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:

1. Definitions

In this AGREEMENT the following terms shall have the following means:

1.1. "SOFTWARE" is the computer software program(s) described in Schedule A, attached hereto and made a part hereof, and, as herein defined, all DOCUMENTATION.

1.2. "LICENSE FEE(s)" are the fees to be paid by LICENSEE to GRANTOR for the license(s) granted under this AGREEMENT.

1.3. "DOCUMENTATION" shall mean, all materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information either, from time to time, received by LICENSEE from GRANTOR or published by GRANTOR that describes the function and use of the SOFTWARE.

1.4. "SPECIFICATIONS" means the functional and operational characteristics of the SOFTWARE as described in the GRANTOR`s Documentation or as otherwise described in Schedule A.

1.5. "EFFECTIVE DATE" means the date specified herein which will be the last signature of the parties to this AGREEMENT. Before signing this AGREEMENT, the parties shall have secured any and all approvals required by the respective authorities for the AGREEMENT to become effective.

1.6. "EXPIRATION DATE" means one (1) year from EFFECTIVE DATE, unless prolonged by mutual agreement in writing before two (2) months or unless in case of early termination according the Article 4.

1.7. "TERM OF AGREEMENT" means the period beginning with the EFFECTIVE DATE and expiring with the EXPIRATION DATE.

2. Grant

2.1. License: GRANTOR hereby grants to LICENSEE and LICENSEE, hereby accepts from GRANTOR a perpetual, paid-up, irrevocable, nonexclusive license to use SOFTWARE and DOCUMENTATION on any hardware now, or hereafter used by LICENSEE.

2.2. Title: This License does not include a grant to LICENSEE of any ownership right, title, any security or other interest, in any intellectual property rights relating to the SOFTWARE or in any copy of any part of the SOFTWARE.

2.3. Scope: GRANTOR hereby agrees that LICENSEE may install and use one copy of the SOFTWARE on a single computer on the terms and conditions of this AGREEMENT.

3. Term

This AGREEMENT shall become valid and effective on its EFFECTIVE DATE and expire on the EXPIRATION DATE. After the EXPIRATION DATE, the rigts granted under Aricle 2 and obligations under Article 2 shall survive as set out therein.

4. Assinment

Subject to the TRANSFERABILITY Article of this AGREEMENT the LICENSEE have no right to assign this AGREEMENT in whole or in part to any company including a company with which it may merge or consolidate or which acquires substantially all of the business and assets of the LICENSEE without the prior written approval of the GRANTOR hereto. Such approval will not be unreasonably withheld. Any such attempted assignment without prior written consent shall be null and void and the GRANTOR will be entitled to recall the LICENSE.

5. Right to copy

The primary user of the computer on which the SOFTWARE is installed may make a second copy for his or her exclusive use on a portable computer.

6. Documentation

GRANTOR shall supply Documentation necessary to use SOFTWARE effectively. Documentation shall be supplied in Portable Document Format (PDF format) in English. GRANTOR grants to LICENSEE permission to duplicate all Documentation for LICENSEE's internal use.

7. Proprietary markings

LICENSEE agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the SOFTWARE(s) or Documentation.

8. Payment

The price for the License is fixed in US dollars. In consideration of the License(s) granted to LICENSEE hereunder, LICENSEE shall pay to GRANTOR the LICENSE FEE in the following order:

• Payment will be effected in US Dollars.
• The total sum would be paid within 30 days from the date of signing the Acceptance Report.
• The payment shell be transferred electronically and deposited for the account of "ChemInform Saint-Petersburg (CISP) Ltd.".

9. Delivery, installation and acceptance

9.1. SOFTWARE(s) specified in Schedule A and accompanied by Documentation shall be delivered to LICENSEE via the Internet. In the event GRANTOR fails to deliver in accordance with the terms of the applicable Purchase Order(s), LICENSEE shall have the right to cancel such Purchase Order(s), in whole or in part, without any penalty of whatever nature.

9.2. Upon acceptance by LICENSEE of the delivery as described for all of the aforementioned installments, the parties shall sign the corresponding Acceptance Report.

10. Warranty and maintenance support

10.1. GRANTOR warrants that the SOFTWARE will conform to the Specifications and Documentation. GRANTOR further warrants that the SOFTWARE shall be free of program errors for a period of one (1) year ("Warranty Period") after acceptance by LICENSEE. GRANTOR's responsibilities during the Warranty Period shall be to provide GRANTOR's most comprehensive SOFTWARE maintenance service to LICENSEE, including correction of program errors, upgrades, and help line at no additional charge to LICENSEE. The maintenance support within the Waranty Period includes updates of the software as far as new releases appear, and assistance via hot lines (E-Mail, phone, etc.).

Assistance provided by GRANTOR's specialists covers the following subjects:

• technical advices regarding the proper use of he software;
• solution of a limited number of exemplary problems based on data provided by GRANTOR.

10.2. If, within the Warranty Period, LICENSEE shall give GRANTOR oral or written notice of an error contained in the SOFTWARE, GRANTOR will, upon receipt of such notice, investigate such error as soon as possible but not later than five (5) working days after receipt of such notice, and will correct such and deliver to LICENSEE object code (and source code if appropriate), Documentation and user's manuals for such correction within thirty (30) days after receipt of such notice.

10.3. If correction is not possible, GRANTOR shall replace defective SOFTWARE with software of equivalent functionality as determined by LICENSEE, or, at LICENSEE's option, refund the LICENSE FEES paid for such SOFTWARE.

10.4. GRANTOR warrants that it has good title to SOFTWARE free and clear of any and all liens or encumbrances and has the right to enter into this AGREEMENT.

10.5. The GRANTOR shall make available to the LICENSEE the services of one or more experts for such periods as the GRANTOR considers reasonably requisite after the Commencement Date to advise and assist the LICENSEE in the installation, maintenance and the training and instruction of the LICENSEE's employees in working them. The visits of such experts of the GRANTOR shall not be for periods in excess of one week at any one time or more than two times in any Year. The shall pay to the GRANTOR traveling expenses from Saint-Petersburg to the place determined by GRANTOR and back, accommodation and reasonable minor expenses of GRANTOR personnel. In addition the LICENSEE shell pay to the GRANTOR at sight of the invoice the fee for training coures. The conditions of the payment are the subject of separate agreement.

10.6. The LICENSEE shall be entitled to send one or more of its employees to be nominated by the GRANTOR in Russia or elsewhere for instruction in the use of the SOFTWARE. The LICENSEE shall pay the whole salaries of its employees. In addition the LICENSEE shell pay to the GRANTOR at sight of the invoice the fee for training coures. The conditions of the payment are the subject of separate agreement.

11. Notices

Notices provided for under this AGREEMENT shall be sent in writing and shall be addressed to the addresses first above written and may be served in person or sent by Certified Mail, return receipt requested. A Party may change the address for notification by thirty (30) days prior written notice thereof to the other Party.

12. Limitation of liability

Except as otherwise provided in this AGREEMENT, GRANTOR disclaims all express or implied warranties, including the implied warranties of merchantability and fitness for a specific purpose. Except in the event of fraud or willful misconduct, neither party shall be liable for special, indirect, or consequential damages. Provided, however, that GRANTOR shall be liable for consequential damages arising from a breach of the warranty of title or a breach of warranty that GRANTOR has a right to enter into this AGREEMENT provided for in the warranty article of this AGREEMENT.

13. Miscellaneous regulations

LICENSEE and GRANTOR have agreed that facsimile copies of the present AGREEMENT, Acceptance report and any notice or addition to the AGREEMENT are of the same validity as the originals. The issue not determined in the present AGREEMENT will be guided in accordance with the Vienna Sales Convention (1991 edition). Expenses for bank transfer are covered by LICENSEE.

14. Legal addresses

15. Agreement languages

The present AGREEMENT is drawn up in English and Russian. In case of any discrepancies in the translations the English text takes priority over Russian text.

16. Coming into force

The present AGREEMENT comes into force from the date of signing by the last Party. IN WITNESS WHEREOF, the Parties have caused this AGREEMENT to be executed by their duly authorized representatives.

See corporate license agreement