Teamwork Solutions — EVALUATION LICENSE AGREEMENT

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THIS EVALUATION LICENSE AGREEMENT (this "Agreement") is made and entered into this day by and between Teamwork Solutions, Inc., an Ohio corporation with its principal place of business at 5003 Horizons Drive Suite 100, Columbus, Ohio 43220 ("TEAMWORK") and you ("Customer"), an interested party with a desire to download and test TEAMWORK's software for evaluation purposes.
License
(a) TEAMWORK hereby grants to Customer a personal, non-exclusive, non-transferable license to use TEAMWORK's proprietary  computer software in executable form (hereinafter the "Software") for evaluation and testing solely for Customer's internal information management and internal data processing purposes and solely on computers owned or controlled by Customer. (b) Customer acknowledges and agrees that (i) the Software has been developed by TEAMWORK and is the sole and exclusive property of TEAMWORK; (ii) the Software is protected under the copyright and other laws of the United States and of the State of Ohio, and (iii) TEAMWORK retains all title, copyright and other proprietary rights in or related to the Software and in all copies of all or any portion thereof.  Customer does not acquire any rights, express or implied, in the Software other than those specified in this Agreement
Term
The term of the license granted under this Agreement commences on the Beginning Date set forth above and shall continue until the Ending Date (the “Evaluation Period”), unless Customer breaches its obligations hereunder, in which case the license herein granted shall immediately terminate.  On termination of the license, however occurring, Customer shall destroy the original and all copies of the Software and certify to TEAMWORK that such materials have been destroyed.
Payment
TEAMWORK and Customer mutually agree that (i) Customer shall receive no monetary compensation from TEAMWORK for performing its obligations under this Agreement, and (ii) TEAMWORK shall receive no monetary compensation from Customer for its use of the Software in accordance with this Agreement during the Evaluation period.
Customer Obligations
Customer shall utilize and evaluate the Software to the fullest possible extent, and agrees to provide TEAMWORK with oral and written feedback related to Software features, functionality, and reliability in a timely manner.
TEAMWORK Obligations
TEAMWORK will exert its reasonably diligent efforts to provide consultation and assistance to Customer on the use and operation of the Software during the Evaluation Period.
Disclaimer of Warranty
Customer understands that the Software is licensed to it on an "AS-IS" basis.   TEAMWORK LICENSES THE SOFTWARE WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED.  TEAMWORK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  DUE TO THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT IT SHALL NOT BE ENTITLED TO RELY ON THE SOFTWARE FOR ANY REASON, AND SHALL MAINTAIN A DUPLICATE SET OF ALL RECORDS THAT ARE PROCESSED THROUGH THE USE OF THE SOFTWARE OR AN ABILITY TO RECREATE SUCH RECORDS.
Limitation of Liability
IN NO EVENT SHALL TEAMWORK BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE, OR TORT (INCLUDING STRICT LIABILITY) AND EVEN IF TEAMWORK HAS KNOWLEDGE OF THE POSSIBILITY OF POTENTIAL LOSS OR DAMAGE.
Confidentiality
(a) Customer will keep in confidence and protect the Software from disclosure to third parties and restrict its use as provided in this Agreement.  Customer acknowledges that unauthorized disclosure of the Software may cause substantial economic loss to TEAMWORK.  The Software will not be copied, in whole or in part, except as expressly authorized in this Agreement or as essential for Customer's use as authorized herein.  Customer acknowledges and agrees that any and all information with respect to TEAMWORK or the Software received by it, its officers, employees or agents (the "Proprietary Information") is confidential and proprietary as to TEAMWORK. Customer agrees to maintain in strictest confidence and trust at all times, the Proprietary Information, including without limitation Proprietary Information regarding the functionality of, or any problems with, the Software.  The following shall not be considered Proprietary Information: (i) information presently in the public domain; (ii) information which hereinafter becomes part of the public domain except as a result of the acts or omissions of Customer; (iii) information which is received from a third party which Customer has no reason to believe is in breach of any obligation of confidentiality to TEAMWORK, to the extent that use or disclosure by Customer is not restricted by that third party; (iv) information which TEAMWORK agrees in writing may be disclosed; or (v) information which is lawfully required or requested for use in a court proceeding or by a governmental agency, or which must be disclosed by operation of law, but only to the extent so required. (b) Title to, ownership of and all proprietary rights in the Software are reserved to and will at all times remain with TEAMWORK.  Customer shall not alter or remove such copyright ownership notices, and shall duplicate such notices on any copies of the Software made hereunder. (c) Customer will inform its employees of their obligations under this Section 8 and instruct them so as to insure such obligations are met.
General
(a) Customer may not assign or transfer this Agreement or any of its rights hereunder.  In no event shall Customer's rights or obligations hereunder be assigned or assignable by operation of law or by any bankruptcy proceedings, and in no event shall this Agreement or any rights or privileges hereunder be an asset of Customer under any bankruptcy, insolvency or reorganization proceedings. Notwithstanding anything to the contrary in this Agreement, termination of this Agreement or any Software license, however occurring, shall neither relieve Customer of any accrued obligations to pay money to TEAMWORK nor entitle Customer to any refund of fees for Software licenses or other amounts to be paid hereunder (b) Should any of the provisions of this Agreement be found to be invalid by any court of competent jurisdiction, the remainder of this Agreement shall nonetheless remain in full force and effect. (c) No modification, addition to or waiver of any right, obligation or default shall be effective unless it is in writing and is signed by the party against which the same is sought to be enforced. (d) This Agreement constitutes the final, complete and exclusive statement of the agreement between the parties in respect of the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties in respect to the subject matter hereof.  No other writings may become a part of this Agreement, except as expressly provided herein. (e) All notices required to be given under this Agreement shall be given in writing and shall be deemed to be given when (i) delivered by hand, (ii) mailed by prepaid registered or certified mail, return receipt requested, or (iii) sent by commercial courier with written verification of the receipt to each party at its address first set forth above or at such other address as a party may designate by notice as required hereby. (f) Customer shall not translate, adapt, modify, decompile or reverse assemble any protection code or any program modules, nor shall Customer analyze or otherwise examine any such software for reverse engineering purposes.  Customer may not relicense the Software or use the Software for third-party training, commercial time-sharing, rental or service bureau use.
Law and Jurisdiction
This agreement shall be governed by, construed, interpreted, and the rights of the parties determined in accordance with the local laws of the State of Ohio
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