LICENSE AGREEMENT Subject to the licenses expressly granted below, you obtain no rights, title or other interests in or to the enclosed software or related documentation, including any copyright, patent, trade secret, trademark or other proprietary rights therein. All copies of the enclosed software, in whole, or in part remain the intellectual property of ITS Systems. THIS LICENSE AGREEMENT (the "Agreement") is hereby entered into between ITS Systems, 14665 Fitzgerald Avenue N., Hugo, Minnesota 55038 (the "Licensor") and the party executing this Agreement ("You") on the following terms and conditions: 1. Licensed Program. This is a license agreement between You and Licensor with respect to program contained herin, the accompanying Documentation and any fixes, releases, upgrades, new versions or enhancements that may subsequently be issued to You (the "Licensed Program"). 2. Certain Preliminary Uses. The Licensed Program is distributed to You on media described in the Documentation. Your receipt of any dual media, such as 3.5 and 5.25 inch diskettes and/or CD-ROM, does not enlarge Your license rights or permit You to make an extra copy available to an unlicensed third party. You will need to install the Licensed Program on properly configured and compatible computer according to the Documentation. You will also need to ensure that all required data is in proper format and no other software or equipment having an adverse impact on the Licensed Program are present. 3. Licensed Operating Environment. (a) Operating Environment. Once You have completed activities described in Section 2 ("Certain Preliminary Uses") and provided You pay the applicable License Fees described or referenced in Section 7 ("Price & Payment") when due, You will be deemed to be granted one (1) non-exclusive operations license(s) for the Licensed Program, in each case to install, store, load, execute and display (collectively, "Use") the Licensed Program on one (1) CPU of the class described in the Documentation (the "Licensed Operating Environment"). The Licensed Program is provided only in machine-readable object code form. The licensed CPU need not be registered by serial number with Licensor. 4. Permitted Uses. Your Authorized Operators may Use the Licensed Program in the Licensed Operating Environment strictly for Your internal operations and to process Your own data. 5. Reservation of Rights. (a) Rights to Licensed Program. Upon payment of the applicable License Fees when due, You will own the diskettes or other physical media on which the Licensed Program is recorded. You will not, however, own any of the intellectual property rights in the Licensed Program, or its documentation, whether written, electronic or otherwise, which at all times will remain the exclusive property of Licensor or other owner identified in the Documentation. Instead, You obtain a limited license to Use the Licensed Program in object code form. You agree not to disassemble, decompile or reverse engineer the Licensed Program. You also agree that any information obtained in violation of this restriction will be confidential information automatically and irrevocably deemed assigned to and owned exclusively by the owner of the Licensed Program. You will at all times use due diligence to safeguard and protect all confidential and proprietary information pertaining to the Licensed Program. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Program remain intact and clearly legible. (b) All Other Rights Reserved. Except as expressly granted to You under another provision of this Agreement, Licensor reserves to itself and prohibits You (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise distributing or operating the Licensed Program to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of the Licensed Program. The foregoing limitation does not prohibit You from making a copy of the Licensed Program for archival purposes or as an essential step in making Permitted Uses of the Licensed Program in the Licensed Operating Environment. 6. Product Support. You may receive the following Product Support for so long as Licensor generally offers to the public Service and Updates for the Licensed Program. Such service may be revised and or withdrawn at any point at the sole discretion of the Licensor without any notice to You. (a) Service. You may obtain assistance for error correction and advice on the use and operation of the most current version of the Licensed Program You are authorized to use, through the Licensor's telephone service operated during Licensor's published business hours. This Service is provided at no additional charge, other than the toll which may be incurred for the telephone call. You will need to provide sufficient information for Licensor to replicate and diagnose the reported problem. If appropriate, Licensor shall be provided reasonable access to the Licensed Program via remote dial-in contact, subject to Your approval and normal security requirements. There is absolutely no guarantee, expressed or implied, in terms of the response or length of time that You may be required to wait for Service. (b) Updates. You may obtain copies of each revision or "Update" to the Licensed Program and associated Documentation which Licensor generally distributes to the public from time to time, at the then current prices as announced by Licensor. The Licensor's designation of an item as a new version or an enhancement rather than an Update shall be conclusive erroneous. You agree to install all Updates promptly, since the Licensor will only provide Product Support for the most recent version of the Licensed Program, incorporating all prior Updates. (c) Certain Conditions. Licensor shall not be obligated to provide Product Support if: (i) the reported error was caused by unauthorized changes in Licensed Program source code, program parameters or other user adjustable features; (ii) the error results from operator error, errors in data or software not supplied by Licensor or use that exceeds the Permitted Use or is not in accordance with the Documentation, or (iii) the error is in a prior release that was corrected through issuance of an Update that You have not yet installed, or (iv) You breach this license agreement in any way. (d) After Hours Support and On-Site Service. Licensor shall not be obligated to provide Product Support after-hours, on non-business days or on-site. You may elect to make contractual arrangements for such additional services by specific written agreement between Yourself and the Licensor at rates and conditions which have been agreed to in writing by both parties. 7. Price & Payment. (a) Price. You agree to pay Licensor a License Fee in the amount stated on Licensor's fee scale. The License Fee is determined according to the method stated on the fee scale. If the License Fee is based on usage, then You will maintain any necessary usage records for calculating fees according to the Documentation. Any applicable Product Support Fees are referenced in Section 6 ("Product Support"). (b) Payment. Unless otherwise stated on Licensor's fee scale, all applicable fees and shipping charges are payable by You before delivery. You will pay all sales, use, value-added, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of Licensor. If You fail to pay any amount due, Your license to Use the Licensed Program will automatically terminated and You will pay all costs of enforcement, including reasonable legal fees. 8. Transfer of License. You may not assign all or any part of Your rights or obligations under this Agreement without Licensor's prior written consent and any attempt to the contrary will be void and a material breach of this Agreement. Licensor may withhold such consent in its sole discretion. Licensor may not impose transfer fees as a condition of any permitted transfer. A transfer of this Agreement will terminate any right to Your continued possession or Use of the Licensed Program and You must promptly destroy all remaining copies of the Licensed Program in Your possession or under Your control. 9. Warranties & Liability. The Licensor disclaims all warranties relating to this software. This software is distributed on an "AS IS" basis without warranties of any kind, whether expressed or implied, including without limitation any implied warranties of merchantability or fitness for any particular purpose. The Licensor assumes no liability for any damages, including but not limited to, special, incidental, consequential, indirect, loss of data, loss of profit, use of software or similar claims, or for any other reason. Even if the Licensor has specifically advised You of the possibility of such damage regardless of the form of the claim. The user(You) bears all risk as to the quality and performance of the software. 10. Software Locks & Undocumented Features. BE ON NOTICE THAT THE LICENSED PROGRAM MAY CONTAIN SOFTWARE LOCKS NOT REVEALED IN THE DOCUMENTATION THAT IS DESIGNED TO PREVENT UNAUTHORIZED OR EXCESSIVE USE OF THE LICENSED PROGRAM. USAGE OF THE LICENSED PROGRAM WILL BE MONITORED AND MAY UNDER CERTAIN CIRCUMSTANCES BE TERMINATED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT OPERATION OF THIS FEATURE WILL BE ERROR FREE. YOU NEVERTHELESS AGREE THAT INCORPORATION OF THIS FEATURE INTO THE LICENSED PROGRAM IS COMMERCIALLY REASONABLE, HAS BEEN REFLECTED IN THE TERMS AND CONDITIONS OF THIS AGREEMENT AS A WHOLE AND YOU ACCEPT ALL RISK ASSOCIATED WITH THIS FEATURE. 11. Term & Termination. (a) Generally. This Agreement shall continue in full force and effect in perpetuity, unless terminated earlier in accordance with this or another Section of this Agreement. This Agreement will terminate automatically if You breach any provision of it. You may terminate this Agreement at any time at Your election. (b) Effect of Termination. Termination of this Agreement will terminate Your right to possess or Use the Licensed Program. Upon termination for any reason, You agree to destroy the original and all copies of the Licensed Program (including Documentation) and cease all further Use of it. Termination will have no effect on Your obligation to safeguard and protect proprietary rights of Licensor under Section 5(a) ("Rights to Licensed Program"), disclaimers under Section 9 ("Warranties"). 12. Miscellaneous. This document and any Licensor fee or pricing information issued under Section 7 ("Price & Payment"), which are hereby incorporated by reference, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. License fees received institute an "AGREEMENT" on the part of YOU to this license agreement. This Agreement supersedes all other communications, whether written or oral.