LICENSE & MASTER AGREEMENT
This agreement, together with all Appendices hereto, is entered into by and between:

James T. Heires, President
James Heires Consulting, Inc.
Cedar Rapids, Iowa
(LICENSOR)

and

the person identified in the registration form
(LICENSEE)

1.0 DEFINITIONS
1.0.1 "PRODUCT" refers to the software program or programs and related materials described in Appendix A, together with all documentation, copies, whether complete or partial, notes, memoranda, and all other materials and information supplied by LICENSOR.
1.0.2 "LICENSOR" refers to the entity listed above and its duly authorized agents, employees, attorneys, and representatives.
1.0.3 "LICENSEE" refers to the entity listed above and all agents, employees, attorneys, representatives, and persons acting on behalf of or under the control or supervision of same.
1.0.4 "Upgrade" or "new release" designates a significant change in the system or methodology of PRODUCT and is considered a major change of same.
1.0.5 An "enhancement" is an addition to the basic program, which corrects a deficiency or problem or provides additional reports to management or otherwise provides some additional function, which is not a major change.
1.0.6 The "Primary Contact" shall be one person designated by LICENSEE to act for LICENSEE in connection with instructions, questions, requests, enhancements, upgrades, new releases, telephone calls and correspondence related to PRODUCT and shall be the person with primary responsibility for contact with LICENSOR. This is to avoid several different people giving conflicting or confusing requests or information to LICENSOR. The Primary Contact shall be listed on Appendix A.
1.1 GRANTS
1.1.1 LICENSOR grants to LICENSEE a non-exclusive and non-transferable license to use the PRODUCT, as set forth herein.
1.1.2 The license granted herein is limited to use of PRODUCT on the computer systems and at the location or locations specified in Appendix A; provided that if an office location is moved after installation of PRODUCT, then PRODUCT may be used at the new location in accordance with the terms of this agreement.
1.1.3 The license granted herein shall not be assigned, sublicensed, or transferred, except in accordance with this agreement.
1.1.4 LICENSEE also agrees to allow the demonstration of PRODUCT by LICENSOR at LICENSEE's premises to others without notice and LICENSEE's approval.
1.2 TERM & TERMINATION
1.2.1 This agreement shall become binding and effective when accepted by LICENSOR.
1.2.2 The term of this agreement shall be twelve (12) months.
1.2.3 After the initial term, this agreement shall continue in effect (i.e., automatically renewed) on a yearly basis until terminated by either party upon thirty (30) days prior written notice provided that the LICENSOR shall not terminate the agreement so long as LICENSEE continues to perform to this agreement.
1.2.4 LICENSOR shall also have the option at any time to terminate this agreement in the event that any of the following occurs:
a) LICENSEE fails to timely make any payment due;
b) LICENSEE breaches any of the terms hereof or fails to perform any obligation hereunder and such breach or failure is not cured within ten days of notice.
1.2.5 Upon termination for any reason, no refund shall be due, but LICENSEE shall not be relieved of any obligations previously incurred, including the obligation to make payment.
1.2.6 The non-disclosure of proprietary information provision and non-competition provisions of this agreement shall continue beyond the termination of this agreement as set forth in sections NON-COMPETITION and LICENSE & MASTER AGREEMENT.
1.3 FEES & PAYMENT
1.3.1 The license fee for PRODUCT shall be that set forth in Appendix A.
1.3.2 All third party hardware and software purchased or obtained through LICENSOR shall be in addition to the license fee for PRODUCT and in accordance with invoices and/or quotations from LICENSOR to LICENSEE.
1.3.3 LICENSEE shall pay LICENSOR, LICENSOR's regular hourly rate for all installation, conversion, training, customization, and other services, unless specifically set forth otherwise in Appendix A.
1.3.4 The fees are payable as set forth in Appendix A.
1.3.5 LICENSOR will submit an invoice to LICENSEE upon completion of installation, configuration or customization.
1.4 DISCOUNT ON FUTURE PRODUCT PURCHASES
1.4.1 LICENSEE shall be entitled to discounts and/or special pricing on additional licenses of PRODUCT as set forth in Appendix A.
1.4.2 Discounts and special prices are on the license of PRODUCT only and not on any fees for training, conversion, or supplying third party hardware or software, unless specifically noted in writing.
1.4.3 Discounts and special pricing shall apply only to additional PRODUCT licenses for LICENSEE's own operations and such PRODUCT must be used at the specific locations established at the time and all licenses are non-transferable; provided that if an office location is moved after installation of PRODUCT, then PRODUCT may be used at the new location in accordance with the terms of this agreement.
1.5 INSTALLATION & TESTING
1.5.1 LICENSOR will deliver and install PRODUCT and such equipment and third party software obtained through LICENSOR as soon as practical, depending on the delivery of such hardware and other software.
1.5.2 Under no circumstances shall LICENSOR be responsible for any delays in connection with hardware or software other than PRODUCT.
1.5.3 Installation shall include loading of or assisting LICENSEE to load PRODUCT and any third party software obtained through LICENSOR onto LICENSEE's computer system(s) and setting up all third party hardware obtained through LICENSOR.
1.5.4 Installation does not include data entry, except for test data, at LICENSEE's discretion.
1.5.5 LICENSOR will also test or assist LICENSEE to test PRODUCT on LICENSEE's computer system(s) to ensure PRODUCT is operational.
1.5.6 LICENSOR will also demonstrate the use of PRODUCT using test data, at LICENSEE's discretion.
1.5.7 All installation, configuration, demonstration and testing will be carried out by LICENSOR from a remote location, unless specifically set forth otherwise in Appendix A.
1.6 TRAINING
1.6.1 For an additional fee as set forth in Appendix A, LICENSOR will provide training as described herein after installation of PRODUCT.
1.6.2 A total of not more than 16 hours of training during a 2 consecutive day period following installation will be provided.
1.6.3 The Primary Contact and other management personnel of LICENSEE responsible for training other workers and all personnel who are to be knowledgeable regarding all aspects of the system must attend the entire training program.
1.6.4 LICENSOR will also notify LICENSEE regarding those parts of the training program, which will be essential for staff coordinators and personnel involved in historical data collection, project tracking & oversight and cost estimation.
1.6.5 Additional training of other personnel will be available at LICENSOR's regular hourly rates, plus travel and expenses, as set forth in Appendix A.
1.6.6 It is LICENSEE's responsibility to make LICENSEE's personnel available for training and LICENSOR will be entitled to charge regular hourly rates for all scheduled training time, even if LICENSEE's personnel do not attend.
1.7 SOFTWARE MAINTENANCE & SERVICE
1.7.1 Software maintenance and service will not be provided for this evaluation license.
1.8 ADDITIONAL SERVICES
1.8.1 LICENSOR may provide additional services such as assistance in choosing equipment or software, purchasing third party equipment and software, training, conversion, customization of screens, interfacing PRODUCT with LICENSEE's payroll and/or billing programs or other programs, consultations, and similar functions for an additional fee, as set forth in Appendix A.
1.8.2 LICENSOR is under no obligation to render such additional services and any agreement for same will be separate from and in addition to this agreement at LICENSOR's regular hourly rates plus expenses, unless prior agreement has been made in writing.
1.8.3 Payment for additional services shall be due upon receipt of invoice.
1.8.4 LICENSOR will also advise LICENSEE promptly of new offerings from LICENSOR, which might be of assistance to LICENSEE in the use of PRODUCT at LICENSOR's then current prices.
1.9 WARRANTIES AND DISCLAIMER
1.9.1 LICENSOR MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. PRODUCT IS LICENSED AS IS AND WHERE IS AND THE WARRANTIES LISTED ABOVE ARE IN LIEU OF ANY AND ALL OBLIGATIONS OF LICENSOR FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR ATTEMPTED USE OF PRODUCT. LICENSOR'S LIABILITY SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE CHARGES ACTUALLY PAid BY LICENSEE TO LICENSOR HEREUNDER FOR THE LICENSE OF PRODUCT.
1.9.6 Under no circumstances shall LICENSOR be responsible for user error, including but not limited to, erroneous data input, misuse of PRODUCT, incorrect interpretation of data or missing data.
1.10 NON-DISCLOSURE OF PROPRIETARY INFORMATION
1.10.1 PRODUCT, this contract, and all information and materials related thereto supplied by LICENSOR constitute proprietary information and trade secrets of LICENSOR.
1.10.2 LICENSEE shall use LICENSEE's best efforts to insure the confidentiality of PRODUCT, this contract, and all related materials and information supplied by LICENSOR.
1.10.3 LICENSEE warrants that LICENSEE will not disclose, use, modify, copy, or reproduce PRODUCT, this contract, or any of the information or materials supplied by LICENSOR except in accordance with this agreement or after first obtaining the written permission of LICENSOR.
1.10.4 LICENSEE specifically agrees to prevent its employees, agents, attorneys and representatives from disclosing such proprietary information and shall hold LICENSOR harmless and protect and indemnify same in the event of any disclosure by said persons.
1.10.5 LICENSOR shall use LICENSOR's best efforts to insure the confidentiality of LICENSEE's clients, employees, subcontractors, financial information, systems, procedures and all other matters and information designated by LICENSEE as confidential.
1.10.6 LICENSOR specifically agrees to prevent its employees, agents, attorneys and representatives from disclosing such confidential information and shall hold LICENSEE harmless and protect and indemnify same in the event of any disclosure by said persons.
1.10.7 The non-disclosure provisions of this section shall continue beyond the term of the contract and shall be binding and enforceable even after termination of this agreement.
1.11 NON-COMPETITION
1.11.1 LICENSEE agrees not to market, sell, distribute, support, or maintain, whether directly or indirectly, any similar or competing software or product without first obtaining the written consent of LICENSOR during the term of this agreement and for a period of two years from the termination thereof or for a period of two years after LICENSEE ceases use of PRODUCT, whichever is longer.
1.11.2 LICENSEE further agrees to prevent its employees, agents, attorneys, and representatives from competing as described in the foregoing paragraph and shall protect, indemnify, and hold LICENSOR harmless in the event of such action by said persons.
1.11.3 The foregoing does not prevent LICENSEE from purchasing, licensing or using other similar software or products for LICENSEE's own use.
1.12 (removed)
1.13 FORCE MAJEURE
1.13.1 LICENSOR shall not be responsible for any failure to perform hereunder which is caused by Acts of God or any other circumstances beyond the control of LICENSOR.
1.13.2 The parties hereto recognize that PRODUCT represents a sophisticated software system and that it is impossible to test every possible combination of circumstances and situations. In the event a significant defect is discovered, LICENSOR will use its best efforts to correct such, but cannot guarantee either a solution or a time frame within which such defect will be eliminated.
1.13.3 Under no circumstances shall LICENSOR be responsible for any injury or damage due to any delay in delivery or performance.
1.14 MISCELLANEOUS
1.14.1 The provisions of this agreement shall be severable and if one or more provisions should be declared invalid, the remaining provisions shall remain in full force and effect; provided that should any provisions regarding the non-disclosure of proprietary information or non-competition be deemed invalid, then the parties hereto agree to enter into such other agreement as will validly afford, to the greatest extent possible, the protection intended by those sections.
1.14.2 Any failure or delay in the execution of any right herein shall not constitute a waiver thereof, nor shall any such delay or waiver of a particular default or right operate as a waiver of any other rights.
1.14.3 Should either party be required to engage an attorney to enforce any provision of this agreement, then in addition to any damages recovered, the prevailing party shall also be entitled to recover reasonable attorney's fees.
1.14.4 It is specifically agreed that the breach of this agreement, and in particular the sections concerning non-disclosure of proprietary information and non-competition, will result in irreparable injury and the party who claims such a breach shall be entitled to specific performance and injunctive relief to correct and enjoin such breach and/or competition in addition to all other remedies which might be available.
1.14.5 This agreement shall be construed according to the laws of the State of Iowa, without regard to the choice of law provisions of that state, and all actions, regardless of the form or nature of such, to enforce this agreement or for the breach of same shall be brought within one (1) year from the occurrence of the grounds for such action in either state or federal court.
1.14.6 This agreement represents the entire agreement between the parties and supersedes any and all prior agreements and understandings, and shall not be modified except in writing, signed by both parties.

2 APPENDIX A
2.0 PRODUCT name
EZ-Metrix®
2.1 PRODUCT DEscriptION
EZ-Metrix® is a web-based source code counting utility, configurable to most popular line-based programming languages. EZ-Metrix® combines a consistent way to measure source code across programming languages, platforms and operating systems with the portability of a hosted application. EZ-Metrix(tm) connects to the Internet to facilitate the measurement of source code and generation of the resulting reports.

2.2 LOCATION OF SYSTEM
First PRODUCT location as defined by information provided in registration form.

Additional PRODUCT to be located as agreed.
2.3 PAYMENT
a) One hundred percent (100%) of the license fee for PRODUCT and 100% of all costs for third party hardware and software obtained or to be obtained through LICENSOR are to be paid at the signing of this agreement;
b) All travel expenses, including airfare and reasonable hotel accommodations, shall be prepaid by LICENSEE before such travel is undertaken by LICENSOR.
c) The remaining costs and charges for installation, training, and reimbursement of expenses are to be paid within ten (10) days after installation.
d) Other charges are to be paid within ten (10) days of receipt of invoices for same.
2.4 LICENSE FEE
The 30-day evaluation version is made available at no cost.

This product, in all versions, may be used only at a single location. Additional offices owned by LICENSEE may utilize PRODUCT at that single location for an additional fee of $ 2,000 for each office, if such use involves the segregation or separation of the data for such offices. If the data for such offices does not need to be segregated or separated, no additional fee is involved.
The above fees and charges are for the initial term. Thereafter, they will be at the then standard rates of LICENSOR.
2.5 LICENSE FEES ON ADDITIONAL PRODUCTS
The above fees and charges are for the initial term. Thereafter, they will be at the then standard rates of LICENSOR.
2.6 TRAINING FEE
$ 5,000 for initial 4-hour training session (maximum 15 trainees per session), plus travel and expenses. All other training at regular hourly rates, plus travel and expenses. Additional training sessions during the same visit are offered at a rate of $ 4,000 per session.
The above fees and charges are for the initial term. Thereafter, they will be at the then standard rates of LICENSOR.
2.7 TRAINING INCLUDES
Teaching all coordinators, staff and managers to use each feature of PRODUCT, which includes adding, modifying and retrieving user and administrator accesses, adding, modifying and retrieving measurement rules, procedures for generating, exporting and reading reports, and other features and procedures regarding the basic operation of the system and its practical application.
2.8 TRAVEL & EXPENSES
LICENSEE shall reimburse LICENSOR all costs and expenses, including travel and lodging, incurred in the installation, training, consultation, customization, and assistance given to LICENSEE in connection with the delivery, installation, customization, modification, or operation of PRODUCT and any additional services rendered.
2.10 REGULAR HOURLY RATES
$75.00 per hour per person guaranteed during initial term. Thereafter, the regular hourly rates will be at then standard rates of LICENSOR.
2.11 PRIMARY CONTACT
James T. Heires, PMP
jtheires@netins.net
http://www.jamesheiresconsulting.com
781-823-0345 (FAX)