Remain Software License

Article 1: Subject and Duration of the agreement
1. Licensor shall provide licensee with one copy of the program
package TD/OMS for use, as well as one copy of associated documentation,
with which licensee obtains the right of use of the program package
TD/OMS for an indefinite period of time. This right of use is
further specified in Article 2.
2. Under this agreement the licensee has right of use to those
modules as set forth in the License-agreement. 

Article 2: Right of Use
1. The right of use granted to the licensee pursuant to paragraph
1 of Article 1 applies to the program package and to any application
possibilities provided by the program package, including those
not included in the user's manual.
2. The right of use as intended in the preceding paragraph is
a non-exclusive right and the licensee may not make similar or
equal type agreements with third parties.
3. The right of use as intended in paragraph 1 is a non-exclusive
right and the licensee may not transfer or grant it to any third
party.
4. The licensee user right to the program package is restricted
to personal use only. 
5. Only one program package may be installed on a server at any
one time. If several (virtual) servers exist in a casing (hardware),
then the licensee is allowed the use of only one program package
per casing. 
6. If the Licensee wishes to use the program package on the other/remaining
(virtual) servers then licensee must make separate software agreements,
as presently known, for that (virtual) server.
7. The licensee is prohibited to copy or reproduce the program
package in whole or part without written authorization from licensor,
save where this is permitted by law.
8. If it is temporarily impossible to use the program package
on the computer system mentioned in paragraph five due to circumstances
caused by the computer system, the user shall have the right
to use the program package on a different system for the duration
of such a period. The user shall ensure that the program package
is removed completely from such a system as soon as its use on
such a system is terminated. In both situations licensee is obliged
to inform the licensor, in writing, about these changes.
9.  Thee right of use clearly does not include new releases
of the program package. To obtain new releases of the program
package licensee must enter into a Software maintenance agreement
with licensor. 

Article 3: Rights of ownership
The (Intellectual) property rights to the program package and
associated documentation as well as possible whole or partial
reproductions by licensee, reside with the licensor. In addition
this agreement contains no transfer of patents or copyright or
brand right contained in the program package.
Article 4: Delivery
1. The program package with associated documentation will be
supplied on CD-ROM (or another for this purpose suitable medium)
and made available to the licensee by the licensor.
2. Licensee is responsible for the installation/implementation
of the program package. 
3. If licensee wishes that licensor install/implement the program
package, then licensee must make a separate agreement to this
affect with the licensor. 
4. The moment the program package is made available is considered
the moment of delivery, irrespective of a requested installation/implementation
by the licensor.
5. Defects which are discovered after the delivery of the program
package are not to be considered a reason to dissolve the agreement
and shall be remedied by licensor in accordance within the guarantee
ex Article 6.
6. If licensee wishes service/support after delivery of the program
package, then a separate agreement (service agreement) must be
made with licensor.

Article 5: Costs
1. The amounts mentioned in this Agreement exclude any payable
turnover tax. This and any other levies and taxes, whatever named,
relating to this Agreement shall be payable by the licensee.
2. Without prejudice to the other stipulations of the Agreement,
payment shall take place on the 30th day after the date of the
relevant invoice at the latest, unless the due date agreed upon
is a date after the 30th day. In such an instance, payment shall
take place on the agreed due date at the latest.
3. Payments shall be made in Euro, unless agreed upon otherwise.
4. The licensor may charge interest for all overdue payments
based on the legal interest rate. The interest is charged as
of the date on which the payment was due up to the date on which
the payable amount is received. 
5. If the licensor is forced to engage a third party for collecting
the claim due to untimely payment, the licensee shall pay  an
amount, which is not open to judicial mitigation, equal to 15%
of the amount to be collected, the minimum of which is Euro 500,00
and the maximum Euro 7.500,00 for collection costs.
6. Any payments made by or on behalf of the licensee shall first
be deducted from the payable interest and only afterwards from
the main sum.
7. Payments shall be made without any deduction, discount or
set-off. To make claims based on debt comparison (compensation/settlement)
is therefore explicitly excluded for the licensee.
8. The license price is based on processor capacity. An upgrade
to a higher category processor must be communicated to the licensor.
The price difference will be charged based on current list prices.
Billing will take place at the time of program package delivery,
unless otherwise agreed (see article 2.7).

Article 6: Warranty
The duration of the warranty period is six months and comes into
effect upon the delivery date as specified in Article 4 paragraph
4. The licensor guarantees that the operation of the program
package is in accordance with the written specifications, features
and functions.
1. Pursuant to this warranty, the licensor shall trace and repair
any shortcomings in the program package, as soon as possible
and free of charge, which occur within the warranty period and
of which the licensor is notified within 1 month after they have
been detected.
2. The term "shortcomings" shall be understood to mean any faults
and defects occurring in the program package, as well as deviations
detected when using the program package, all of this as compared
with the features and functions described in the user's manual.
3. If, after examination by the licensor, it appears that the
cause of the shortcomings does not fall under warranty as specified
in the preceding paragraph and therefore cannot be attributed
to (a deficiency of or in) the program package, the user shall
pay the licensor the costs incurred by the licensor for such
an examination.
4. The warranty mentioned in this Article shall be cancelled
if the user modifies or orders third parties to modify the program
package without prior written permission from the licensor.

Article 7: Risk
1. The risk of damage or loss to the program package shall be
chargeable to the licensee's account as of the program package's
delivery date. 
2. If the program package is damaged or lost, even if this is
at the user's risk, the licensor shall replace with priority
the provided version of the program package with a copy of the
same version, against the costs of the reproduction and installation/configuration.

Article 8: Liability and exoneration
1. Licensor hereby excludes any and all liability for loss or
damage incurred direct or indirectly by failure to comply to,
in whatever manner, with the terms and conditions set forth in
this agreement, with the exception of liability of damage, direct
or indirect, solely resulting from or caused by negligence of
the licensor, employees or licensor employed third parties, this
to a maximum amount of at most twelve monthly costs of Article
5 paragraph 1.
2. Licensor cannot be made liable for the outcome of by or for
licensee made modifications or additions on the program package.
3. Damage claims as a result of the previous must be communicated
to the licensor, in writing, within 2 months after the damage
occurred, failing to do so will result in the loss of any right
for compensation.
4. Any further liability of the licensor for any kind of damage
incurred by any third parties, pursuant to this Agreement is
excluded; the licensee indemnifies the licensor for any claims
made by third parties.
5. None of the parties will be responsible for damage due to
delay in compliance or non-compliancy of obligations in pursuance
of this agreement, if this is the result of a force majeure.

Article 9: Confidentiality
1. The licensor shall take reasonable measures to ensure the
confidentiality of any data viewed by the licensor or any persons
engaged by the licensor for the execution of this Agreement during
activities for the benefit of the user. In the event that the
licensor retains classified data and data identifiable as such,
the regulations regarding such data of which the user shall inform
the licensor shall apply.
2. The user shall do everything reasonably possible and necessary
to ensure the confidentiality of the program package. The same
applies if the user has modified or extended the program package
or parts thereof or has included it in a larger program.

Article 10: Force Majeure
1. In the event of force majeure, the fulfillment of the obligations
arising from this Agreement by the Party concerned shall be wholly
or partly suspended for the duration of such force majeure, without
either Party being obliged to pay any damages ensuing from the
force majeure.
2. In the situation of a farce majeure evidence thereof must
be produced and submitted to the other party in writing.
3. The Parties shall interpret a force majeure as any circumstance
beyond their reasonable control, which leads to the inability
of either Party to fulfill the obligations arising from the Agreement,
even if such a circumstance could be foreseen at the time when
the Agreement was concluded.
4. Inability to pay shall never lead to force majeure. 
5. Each Party shall immediately notify the other Party, in writing,
of a force majeure situation.

Article 11: Transfer of Rights and Obligations
The licensee may only transfer its rights and             obligations
arising from this Agreement, to a third party after obtaining
prior written consent from the licensor unless the transfer concerns
a subsidiary with a minimum financial interest of 50%
of the shares.

Article 12: Choice of Law and Forum
1. The Dutch law is to be applied to this agreement and to any
effects resulting from this agreement.
2. The district court at Amsterdam  by exclusion  will be the
first choice of a qualified forum for parties to settle disputes
resulting from this agreement, unless it is a dispute that requires
the competence of a cantonal judge.