/Licensing Agreement

Licensing Agreement

TEXT ANALYSIS INTERNATIONAL, INC.
VISUALTEXT® LICENSE AGREEMENT
TERMS AND CONDITIONS

Introduction

Text Analysis International, Inc. (TAI) has created its VisualText software to enable developers to build applications that process, parse, and analyze text. TAI wishes to make this application available free of charge to individuals, institutions and corporations who wish to build text analysis applications in VisualText for personal, non-commercial, academic research, academic, internal, and development purposes. The VisualText software will be made available upon completion of an online registration form.

Developers may use VisualText free of charge so long as they are not directly generating revenue from the sale of VisualText (subject to the terms of this agreement) or an application created in VisualText (this is called a Customer Application). When a developer creates an application in VisualText and compiles that application for integration into another software application, the developer must accompany the executable with runtime libraries provided by VisualText. The terms of this license require that the developer must pay TAI license fees on production (runtime) deployment if he/she builds a Customer Application in VisualText that is then marketed and sold as a standalone application or integrated into any type of larger software product that generates revenue. Developers must pay license fees for every revenue-generating Customer Application that they develop. By way of example, a Customer Application can be integrated into an application that is distributed as a unit, i.e. as a download or in shrink-wrapped software applications where there are multiple instances of the software created. A Customer Application can also be integrated into applications that reside on a server and which serve multiple users with one instance.

In this way, TAI defers all license fees to be paid by its users until the users themselves are productively generating revenue from their use of VisualText and its supporting materials.

To accelerate the productivity of its developers, TAI will make available components, modules, source code samples, libraries, and more. The terms of use and fees for any of these items will be determined on a case by case basis. Developers must inform themselves of the terms for each item before incorporating them into their own development projects.

A price schedule for runtime licenses is available by request at the contact information below.

Individuals may register for VisualText in their own name or on behalf of the organizations that they represent. Registrations must include name, email address, physical address, and if applicable, title, and organization name. Registrants agree to be bound by the terms of this license. When individuals or organizations deploy production runtimes and enter into a commercial relationship with TAI, representatives must register who have the authority to commit the individuals or organization to the terms and conditions of the license.

VisualText is among the most advanced development environments for the creation of text processing and analysis applications. We hope that you enjoy using it as much as we have enjoyed creating it and using it ourselves.

Best regards,
The Text Analysis International, Inc. Team
4159 Old Adobe Road
Palo Alto, CA 94306-3724
Toll Free: 877.235.6259
Support: 949.376.8507
info@textanalysis.com

1. Definitions.
1.1 Agreement means collectively these Terms and Conditions and any Project Sheets.

1.2 Customer Application(s) means the software application which Customer intends to build with the TAI Product.

1.3 Documentation means any documents or other materials relating to the TAI Product that TAI delivers to Customer under this Agreement.

1.4 Effective Date means the date Customer initially registers for TAI Product and downloads the application.

1.5 Intellectual Property Rights means any and all copyrights, patents, trade secrets, mask works, moral rights, techniques, processes, manufacturing techniques, designs, know-how, formula, good will and other intellectual property rights arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues of such rights, anywhere in the world.

1.6 Project Sheet(s) means the separate attachment into which Customer and TAI must enter when Customer deploys or distributes a Customer Application for commercial purposes. The Project Sheet will contain a production or run-time license, an associated fee or royalty, a description of the applicable Customer Application, any additional obligations of the parties and a reference to this Agreement. If a Project Sheet has a shorter term than the term of this Agreement, such shorter terms shall also be set forth in the applicable Project Sheet.

1.7 Specifications means the functional, technical and design requirements of the TAI Product as set forth in the applicable Documentation.

1.8 TAI Product refers to VisualText version 2.0 and its supporting documentation.

2. Licenses.
2.1 Development License. Subject to the terms and conditions of this Agreement, TAI grants to Customer a non-exclusive, non-transferable, personal, worldwide license for one (1) individual (the Customer or the Customer’s employee or contractor) bound to the terms of this Agreement, to use the object code and associated data of the TAI Product, any Documentation and any TAI-supplied software development kits and/or tools, under all Intellectual Property Rights, solely to develop, test and use one or more Customer Applications for personal, academic research, academic, internal, non-commercial or development purposes. Customer may not transfer or sublicense TAI Product to any unauthorized or unregistered person or entity. Customer shall not attempt, and if Customer is an entity, it will use its best efforts to prevent its employees and contractors from attempting to reverse engineer, decompile, deconstruct or disassemble the TAI Product, in whole or in part for any reasons other than those specifically authorized by TAI under separate agreement. Customer may reproduce only a reasonable number of copies of the TAI Product’s software for archival purposes. Customer is authorized to make complementary works that interoperate with TAI Product, to distribute those works without limitation, and to direct others to the TAI website to register for and obtain copies of TAI Product for themselves. Customers who wish to modify TAI Product to make derivative works for their own personal, academic research, academic, internal, non-commercial or development purposes may contact TAI directly to request a separate source code license. Customer distribution of its complementary or derivative works to TAI Product will be subject to the same distribution and use restrictions that govern the use of TAI Product. Customer shall require the recipients of Customer’s complementary or derivative work to first execute a license for TAI Product with TAI under the same terms and conditions of this License Agreement. Commercial/production deployments from Customer derivative work will be subject to the same license fees as is the Customer Application developed in TAI Product. Any modifications to these terms must be agreed to in advance under a separate agreement. Customers that wish to contribute or otherwise incorporate their modification code to TAI Product such that it becomes an internal portion of the ongoing TAI Product (assuming such contributions are accepted by TAI at TAI’s sole discretion), may be asked to enter into an “Agreement Regarding Contributory Code” to clarify compensation and title to such contributions. TAI reserves the right to continue enhancing VisualText, regardless of extensions by Customer, in accordance with applicable law. Please contact TAI directly for more information.
2.2 No Other Licenses. This Agreement grants Customer no rights or licenses except as expressly set forth herein, and TAI reserves all rights not expressly granted. If Customer requires access to the TAI Product’s source code, Customer must request such right from TAI, and if granted enter into a separate written agreement.

3. Commercialization. TAI believes in the value that TAI Product delivers to its developers and is dedicated to their enthusiastic adoption of TAI Product. As such, Customer may use TAI Product internally even if such use enables Customer to realize a benefit internally such as a useful business task or cost reduction. Before customer may deploy or distribute any Customer Application for commercial purposes where Customer will receive a fee, salary, or other form of reimbursement or remuneration, Customer and TAI must enter into a Project Sheet, which when fully executed and attached to this Agreement, will be incorporated by this reference. Each Customer Application will require a separate Project Sheet prior to commercial use.

4. Maintenance and Support. TAI will provide reasonable technical support in its discretion by phone, e-mail and/or user forums to assist Customer in its use of the TAI Products under this Agreement.

5. Ownership.
5.1 TAI’s Property. Unless otherwise negotiated separately with TAI to the contrary, all title to and ownership of the TAI Product, Documentation and TAI Confidential Information (as defined below), and any improved, updated, upgraded, modified, customized, additional parts or derivative works thereof, and all Intellectual Property Rights embodied therein, shall at all times remain the property of TAI and/or its licensors; and Customer hereby irrevocably assigns to TAI any right, title or interest it may have in the same. To the extent Customer cannot assign to TAI any right, title and interest in and to the same, Customer grants to TAI an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent Customer cannot assign or license to TAI any such right, title or interest, Customer irrevocably waives and agrees never to assert such non-assignable and non-licensable right, title and interest against TAI or any of TAI’s successors in interest to such non-assignable and non-licensable rights.

5.2 Customer’s Property. Title to and ownership of the Customer Applications and Customer’s Confidential Information (as defined below), and any improved, updated, upgraded, modified or additional parts thereof, and all Intellectual Property Rights embodied therein, shall at all times remain the property of Customer and/or its licensors, subject to TAI’s rights in the underlying TAI Product.

5.3 Proprietary Notices. Each party agrees not to remove or destroy any copyright, trademark, proprietary markings or confidentiality legends placed upon or contained within the other party’s property.
5.4 Protection of Property. Customer agrees that TAI Product belongs to TAI. Customer will take all reasonable actions to insure that TAI Product is secured to protected from unauthorized disclosure, release, or use and will give it at least the same level of care as Customer would employ to secure and protect its own proprietary software and/or information, but no less than a reasonable standard of care. Customer agrees to give access to TAI Product only to those people or entities who have registered with TAI. If Customer is not registered as an individual but as an entity, then each developer or user who has access to TAI Product must register on behalf of the Customer organization with TAI and understand and agree to the terms of the license. If Customer becomes aware of any unauthorized distribution, copying, licensing or use of TAI Product, Customer agrees to promptly notify TAI in writing. Customer commits to use TAI Product only in the manner envisioned in this Agreement and authorized herein.

5.5 Publication. Reports, articles or other public announcement of findings that were generated in whole or in part with applications created in TAI Product will acknowledge use of TAI Product with the following citation:

“VisualText is a development environment for the design and development of applications that process and analyze text. It was created by Amnon Meyers and David de Hilster of Text Analysis International, Inc. (www.textanalysis.com) Copyright 1998-2007”

Electronic documents will include a direct link to the TAI home page: www.textanalysis.com.

One copy of each publication or report will be supplied to TAI through Amnon Meyers at the contact address above.

6. Competitive Developments. Customer shall not use the TAI Product, Documentation, TAI Confidential Information or any associated software development kits or tools, or any information derived therefrom, to develop, or aid any third party to develop, competing technology to the TAI Product.

7. Confidentiality.
7.1 Definition. “Confidential Information” means information that one party provides to the other hereunder which, if in written form, is marked “confidential” or with a similar legend by the disclosing party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure. Without limiting the generality of the foregoing, Confidential Information shall include a party’s product plans, designs, schematics, development know-how, trade secrets, techniques, processes, procedures, algorithms, formulae, costs, prices, finances, marketing plans, business opportunities, research, contracts and customer lists, whether or not designated as confidential information upon disclosure. Confidential Information shall also include the terms of this Agreement. Confidential Information of a party shall not include data or information which: (i) was in the public domain at the time it was disclosed or falls within the public domain, except through the fault of the receiving party; (ii) was known to the receiving party at the time of disclosure without an obligation of confidentiality; (iii) was disclosed after written approval of the disclosing party; (iv) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party; (v) is furnished to a third party by the disclosing party without an obligation of confidentiality; or (vi) was independently developed by the receiving party without the benefit of Confidential Information received from the disclosing party.

7.2 Obligation. Each party agrees to exercise at least the same degree of care to safeguard the Confidential Information of the other party as such party would exercise to safeguard the confidentiality of its own Confidential Information, but not less than reasonable care. Each party agrees not to (i) disclose to any third party any Confidential Information of the other party or (ii) use the Confidential Information of the other party for any purpose not specified in this Agreement. Notwithstanding the foregoing, the parties may disclose such Confidential Information to their respective legal counsel, financial advisors or potential or actual investors. Each party agrees that all persons having access to the Confidential Information of the other party under this Agreement will abide by the obligations set forth in this Section 7 (“Confidentiality”) pursuant to a written confidentiality agreement or as a condition of their employment. Each party agrees to notify the other party promptly of any unauthorized disclosure of the other party’s Confidential Information and to assist the other party in remedying any such unauthorized disclosure. A party may disclose the other party’s Confidential Information pursuant to a requirement of a governmental agency or law so long as such party provides the other party with notice of such required disclosure prior to any such disclosure and such party uses commercially reasonable efforts to prevent the disclosure, or if disclosed, the Confidential Information is disclosed only for the limited purpose specified. The obligations of confidentiality and restricted use set forth in this Section 7 (“Confidentiality”) shall survive the termination of this Agreement for a period of five (5) years.

8. Fees.
8.1 License Fees. Unless otherwise negotiated and indicated on a Project Sheet, license fees for Customer Application deployment will follow TAI’s Standard Production Runtime Price Sheet in effect at the time of deployment.

8.2 Payment.
(a) Invoices. All invoices shall be due and payable thirty (30) days after the date of TAI’s invoice. If Customer fails to pay invoices when due, interest shall accrue at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower, from the original due date until paid.
(b) Taxes. All taxes and duties attributable to this Agreement (except taxes relating to TAI’s income) including but not limited to sales, use, value-added, excise, franchise or any other tax assessed by local, state or federal authorities, shall be borne by Customer. Customer shall reimburse TAI for any such taxes and duties paid by TAI.
(c) No Refunds. Except as expressly stated, Customer shall not be entitled to a refund of any fees already paid to TAI.

9. Term and Termination.

9.1 Term. Unless terminated sooner by either party pursuant to Section 9.2 (“Termination”), the term of this Agreement shall be from the Effective Date until one (1) year thereafter, at which point this Agreement will automatically renew for successive one (1) year periods. Neither party has any expectation or right to the renewal of this Agreement.

9.2 Termination. Except for the continuing obligations set forth in Section 9.3 (“Survival”) and Section 9.4 (“Effect of Termination”), a party may terminate this Agreement as follows:
(a) by written notice at least thirty (30) days prior to the end of the then-current term;
(b) upon written notice of the other party’s failure to perform any material term of this Agreement within thirty (30) days after the non-defaulting party provides notice reasonably detailing such failure; or
(c) upon written notice if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days of filing. If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding.

9.3 Survival. In addition to any payments that accrue prior to the termination of this Agreement, the following Sections shall survive termination of this Agreement: 5 (“Ownership”), 7 (“Confidentiality”), 9.3 (“Survival”), 9.4 (“Effect of Termination”), 10 (“Warranties”), 11 (“Indemnity”), 12 (“No Consequential Damages”), 13 (“Limitation of Liability”) and 14 (“General”).

9.4 Effect of Termination. The termination of this Agreement shall not relieve a party from its obligation to pay any sums previously accrued, and shall automatically terminate all Project Sheets. Customer shall immediately cease all use of the TAI Product upon termination. Each party shall return or destroy, at its own expense and the other party’s instruction, any of the other party’s Confidential Information within thirty (30) days of this Agreement’s termination.

10. Warranties.

10.1 By Customer. Customer represents, warrants and covenants that: (i) it has full power and authority to enter into and perform its obligations and to grant the licenses hereunder; (ii) its products and/or services do not infringe any third party’s rights; (iii) it will use commercially reasonable efforts to correct any errors, inaccuracies or omissions in the Customer Application as necessary to prevent TAI from incurring any liability as a result of the same; and (iv) it is the owner or authorized licensee of the Customer Application, and it does not infringe on any third party’s rights.

10.2 By TAI.
(a) TAI represents, warrants and covenants that: (i) it has full power and authority to enter into and perform its obligations and to grant the licenses hereunder; (ii) the TAI Product does not infringe or misappropriate any third party copyright or trade secret; (iii) it will use commercially reasonable efforts to correct any errors, inaccuracies or omissions in the TAI Product necessary to prevent Customer from incurring any liability as a result of the same; and (iv) it is the owner or authorized licensee of the TAI Product.
(b) TAI further warrants that for ninety (90) days after TAI provide access to the TAI Product to Customer, the software portion of the TAI Product will perform in substantial conformance with the then-current Documentation.

(c) If the TAI Product fails to comply with the limited warranty set forth in subsection (b) above, TAI shall, at its option and expense, repair or replace the TAI Product with its functional equivalent, provide a workaround for the non-compliance, or refund the license fee paid by Customer for such TAI Product for the then-current term (following Customer’s return or certified destruction of the TAI Product). TAI shall be obligated under its warranty only for non-conformities which are reproducible by TAI in the execution environment. The foregoing sets forth Customer’s sole and exclusive remedies for a breach of warranty. The warranties set forth in subsection (b) above shall not apply to (i) any TAI Product which has been modified, repaired or altered, except by TAI; (ii) any product or service not provided by TAI.
10.3 No Other Warranties. EXCEPT AS SET FORTH ABOVE IN THIS SECTION 10 (“WARRANTIES”), NEITHER TAI NOR ITS LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE TAI PRODUCT. ALL IMPLIED WARRANTIES AS TO PERFORMANCE, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. NEITHER TAI NOR ITS LICENSORS WARRANTS THAT THE TAI PRODUCTS ARE ERROR-FREE OR THAT THEIR USE WILL NOT BE INTERRUPTED.

11. Indemnity.

11.1 By Customer. Customer shall indemnify, defend and hold TAI, and its officers, directors, agents and employees, harmless from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s breach of this Agreement; (ii) the Customer Applications, or Customer’s products or services except to the extent due to acts or omissions of TAI; (iii) claims that the Customer Application, or any portion thereof infringes, misappropriates, or violates any third party’s copyright, patent, trade secret, trademark or other proprietary right; and (iv) any claim that Customer violated any applicable privacy or consumer laws.

11.2 By TAI.
(a) TAI shall indemnify, defend and hold Customer and its officers, directors, agents and employees harmless from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees) and any other liability arising out of or relating to any third party claim that the TAI Product, or any portion thereof, when used as contemplated in the Agreement, infringes, misappropriates, or violates any third party’s copyright or trade secret rights. Such indemnification shall not apply to (i) infringing combinations arising from the integration of the TAI Product with other products or materials not provided by TAI; (ii) claims for infringement arising solely from changes made to the TAI Product other than by TAI and without TAI’s approval; (iii) use of other than the most current version of the TAI Product if the infringement could have been avoided by the use of such current versions and TAI made such current version available to Customer; or (iv) TAI’s development of any modifications to the TAI Product at Customer’s request.
(b) If an injunction prevents the use of any TAI Product, or in the event TAI believes that the granting of such injunction is likely, TAI may, at its option and expense, either: (i) substitute a fully equivalent non-infringing unit of the TAI Product; (ii) modify the infringing TAI Product so that it no longer infringes but remains functionally equivalent; (iii) obtain for Customer the right to continue use of such TAI Product; or (iv) if none of the foregoing is feasible, refund the license fees paid for the then-current term (less an allowance for depreciation).

11.3 Indemnification Procedure. Any party seeking indemnification under this Agreement (the “Indemnitee”) shall (i) promptly notify the indemnifying party (the “Indemnitor”) in writing of the claim (except that failure of Indemnitee to give prompt notice shall not relieve Indemnitor of its obligations hereunder unless such failure materially prejudices Indemnitor’s ability to respond to the claim); (ii) provide the Indemnitor with sole control over the defense and/or settlement of such claim, at Indemnitor’s expense and with Indemnitor’s choice of counsel; and (iii) at Indemnitor’s request and expense, provide full information and render all reasonable assistance to Indemnitor with respect to the defense or settlement of such claim. Indemnitee may join in the defense of a claim with counsel of its choice at its expense. Indemnitor shall have no liability for any settlements or compromises of the claim entered into by Indemnitee without Indemnitor’s prior written consent.

12. No Consequential Damages. IN NO EVENT WILL TAI OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA OR GOODWILL, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT TAI OR A LICENSOR OF TAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

13. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT, TAI’S TOTAL LIABILITY ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE TAI PRODUCT SHALL BE LIMITED TO THE TOTAL PAYMENTS MADE BY CUSTOMER TO TAI UNDER THIS AGREEMENT FOR THE RELEVANT TAI PRODUCT WITHIN THE TWELVE MONTHS (12) PRIOR TO THE OCCURRENCE OF THE INCIDENT WHICH GAVE RISE TO SUCH LIABILITY. IN NO EVENT WILL TAI BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE APPLICABLE LAW PROHIBITS SUCH LIMITATION.

14. General

14.1 Basis of Bargain. The parties acknowledge that TAI has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

14.2 Headings. The headings and captions used in the Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of the Agreement.

14.3 Language Interpretation. The original of this Agreement has been written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require.

14.4 Modification; Waiver. The Agreement may not be modified or amended except by a written instrument signed by both parties. No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
14.5 Independent Contractors. The relationship of the parties is that of independent contractors. Nothing in the Agreement may be construed to make either party the agent or partner of the other. Neither party may legally bind the other in any manner.

14.6 Government Rights. If the TAI Product is being acquired by the U.S. Government, the Product and related Documentation are commercial computer software and commercial computer software documentation developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (“F.A.R.”) and its successors and (ii) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to terms of this commercial computer software license as specified in 48 C.F.R. 227.7202, DOD F.A.R. Supplement and its successors.

14.7 Export Control Regulations. Neither party shall export or import, directly or indirectly, any TAI Product, technical data or software acquired or to be provided under this Agreement, or the direct product of any such technical data or software, to any country for which the United States government or any agency thereof, or the government of any other jurisdiction to which the TAI Product, technical data or software may be shipped, at the time of export, requires an export or import license or other government approval, without first obtaining such license or approval. With respect to any export transactions under this Agreement, both parties will cooperate, in any reasonable manner, to effect compliance with all applicable export, import and custom regulations.

14.8 Governing Law. The Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles, and the parties hereby submit to the jurisdiction of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

14.9 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all costs and fees (including reasonable attorneys’ fees) incurred in enforcing and collecting any judgment.

14.10 Notices. All notices required or permitted under the Agreement will be in writing and will be deemed given: (i) when delivered personally; (ii) when sent by confirmed telex or facsimile; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt. All communications will be sent to the addresses set forth on the Registration Form or to such other address as may be designated by a party giving written notice to the other party pursuant to this Section 14.10 (“Notices”).

14.11 Timing. All disagreements or controversies of any kind whether claimed in tort, contract or otherwise concerning this Agreement shall be brought within one (1) year after the accrual of the disagreement or controversy.

14.12 Force Majeure. Neither party shall be liable to the other for any alleged loss or damages resulting from failure to perform (except for payments of money) due to acts of God, natural disasters, strike, acts of civil or military authority, governmental priorities, fire, floods, epidemics, quarantine, energy crises, war, riots or any other reason beyond the reasonable control of the non-performing party. Each party shall promptly notify the other party of the occurrence of any such event.

14.13 Severability. In the event any provision of this Agreement, or part thereof, is found to be invalid, illegal or unenforceable, that provision or part thereof will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.

14.14 Counterparts. This Agreement may be executed in counterpart, each of which shall be deemed an original, and all of which together comprise the Agreement.

14.15 Assignment. Customer shall not assign or transfer this Agreement, in whole or part, without TAI’s prior written consent, which will not be unreasonably withheld in connection with a merger, reorganization or sale of all or substantially all of Customer’s stock or assets. Any attempted assignment without such consent shall be void. TAI may freely assign this Agreement, in whole or part. This Agreement shall otherwise be binding upon, and inure to the benefit of, the parties’ successors and permitted assign.

14.16 Entire Agreement. This Agreement, including any Project Sheets, represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other prior or contemporaneous agreements, discussions or understandings, whether written or oral, between them relating to the subject matter hereof.

EXHIBIT A

PROJECT SHEET # _________
To Development and Distribution Agreement entered into by the parties effective _________________, 20__ for the Customer Applications described below.

A. Customer Application(s): Please provide titles, key features and functions of the application(s) into which Customer intends to integrate the TAI Product(s) listed above:

B. Annual Production License Fees

C. Additional Obligations

For TAI:

For Customer:

D. Term of this Project Sheet:

TEXT ANAYLSIS INTERNATIONAL, INC.

By:______________________________________________

Print Name:_______________________________________

Date:____________________________________________

_____________________________________ (“CUSTOMER”)

By:______________________________________________

Print Name:_______________________________________

Date:____________________________________________

PA\10049077.1
2100684-900000 H-1