THIS AGREEMENT is made this ______ day of _______________ 200 ______ between Compulife Software, Inc. ("Compulife"), a corporation incorporated under the laws of the State of Delaware

Name of ("Customer"), _________________________________________________

WHEREAS Compulife has developed, refined and markets a computer software package, which includes the software object code, user's manual and guide (hereinafter collectively "Software"), providing quotation system for Life Insurance products as marketed from time to time;

AND WHEREAS the Customer desires to obtain and employ the Software;

AND WHEREAS the Customer agrees the Software shall be used only on the following computer equipment at the location listed below:

Therefore, Compulife agrees to grant and Customer agrees to accept, pursuant to the following terms and conditions, a non-exclusive, non-transferable, restricted license to use Compulife's Software.

POSSESSION AND USE OF COMPULIFE'S SOFTWARE CONSTITUTES ACCEPTANCE OF THE TERMS OF THE LICENSE AS SET OUT HEREIN.

1. Definitions

(i)    Compulife means Compulife Software, Inc., the author and owner of the Software copyright.

(ii)   Customer means the user of the Software Package.

(iii)  Computer means the single microcomputer, at the single location, identified on page one, on which Customer uses the Software Package.

(iv)   Software means the software package, which includes the software user's manual and guide.

2. Software Ownership

Compulife represents that it is the owner of the Software and the title of the Software remains with Compulife. All applicable rights to copyrights, trade secrets, patents and trademarks in the Software or any modifications or enhancements made by Compulife or made by Compulife at Customer's request shall remain with Compulife.

3. License

(i)    Compulife grants and Customer accepts the non-exclusive, non-transferable, restricted license to use the serialized copy of the Software delivered with this Agreement at a single location on the Computer. The Software shall be used only for the Customer's own business. Customer shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Software. Customer shall not use the Software in the operation of a service bureau. Customer shall not allow access to the Software through more than one terminal at the Customer's business premises or through any terminals located outside such premises. Customer may temporarily transfer the Software to back-up equipment if the particular equipment previously identified is inoperative for more than twenty-four (24) hours and if the Customer gives Compulife advance notification of such transfer.

(ii)   Customer acknowledges the copyright of Compulife and agrees that it will not duplicate or make copies of the Software, provided, however that Customer may make one archival copy to be used for back-up purposes only. Customer shall label the back-up copies with the Compulife serial number, program name, version number and a notice of Compulife's copyright. Customer has no right to sell, lease, sub-license or otherwise transfer the Software.

(iii)  Customer acknowledges that the Software is subject to the proprietary rights of Compulife and constitutes Compulife's valuable trade secrets. Compulife represents and Customer hereby acknowledges that the object code constituting the Software and updates of the Software which is embodied on software diskettes contains confidential and trade secret material which is not readily susceptible to reverse compilation or reverse assembly or reverse engineering. Customer shall not attempt to de-compile or disassemble the object code of the Software. Customer further agrees that it will use its best efforts to prevent de-compilation and disassembly of the object code of the Software by any person or entity by securing and protecting each copy of the Software or update in a manner consistent with the maintenance of Compulife's rights and by taking appropriate action by instruction or agreement.

(iv)   Customer shall immediately notify Compulife in the event the customer wishes to use the Software Package on any other computer and acknowledges that prior to such use another license shall be required.

(v)    This license is not transferable without the written consent of Compulife. Compulife will not unreasonably withhold consent provided that transferee agrees to the terms of this license.

(vi)   This Agreement, the license and the rights and obligations of Compulife and Customer shall not be pledged, mortgaged, assigned, licensed or otherwise transferred or disposed of, including by operation of law, in whole or in part, by Customer except as expressly set out in this Agreement or as consented to by Compulife.

4. License Fees

(i)    In consideration of the rights granted to Customer by Compulife and in consideration of the continuing services of Compulife hereinafter provided for, Customer agrees to pay Compulife an non-refundable annual service fee in the amount of $379.00.

(ii)   Compulife undertakes with Customer that the annual service fee will not increase for a period of 1 year from the date of delivery of the Software Package and thereafter may be increased by Compulife no more often than annually.

5. Taxes

Customer shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added or other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement.

6. Software Updates and Improvements

(i)    In return for the annual service fee Compulife shall, subject to Customer having paid the annual service fee and fulfilling the obligations herein set out, provide Customer with diskettes containing the current Software ("monthly updates").

(ii)   Customer shall, on receipt of diskettes containing the current Software, return previous diskettes to Compulife.

(iii)  It is understood that until the previous diskettes containing the Software have been returned to Compulife, Compulife shall have no obligation to provide further monthly updates.

(iv)   In the event that Customer does not return previous Software for a period of three consecutive months, this Agreement shall automatically terminate.

(v)    Customer agrees to notify Compulife in writing in the event that he does not receive his monthly update. In the event that Customer is not in default pursuant to this Agreement, Compulife shall forward monthly update to Customer. If, notwithstanding notice as aforesaid Compulife is unable to provide update within four months of receipt of notice by Compulife, then provided Customer is not in default hereunder Compulife may elect to return the annual service fee as determined in paragraph 4(i) less an amount of $49 for each month update the Customer received.

7. Use and Training

Customer shall limit the use of the Software to its employees or agents who have been appropriately trained. In conjunction with the sale of life insurance to the public, Customer shall limit use of the Software, including use of the printed proposals and schedules from the software, to life insurance agents duly and properly licenced to sell life insurance by their respective federal or state jurisdictions.

8. Exclusion of Warranty

The Software is being provided to the user AS IS and all warranties are excluded. Compulife makes NO WARRANTY either express or implied with respect to the Software Package. All warranties as to merchantability or fitness for any particular purpose are hereby disclaimed.

9. Limitation of Damages

Compulife shall, under no circumstances, be liable for consequential or indirect damages in any way relating to the Software Package.

10. Limitation of Remedy

Compulife's obligation in the event of breach of contract, negligence or otherwise with respect to the Software furnished hereunder shall be strictly and exclusively limited to the replacement of diskettes on which the Software is recorded without change if Compulife determines in good faith that the media was defective and not subjected to misuse or abuse.

11. Termination

(i)    This license may be terminated by the Customer at any time. Customer must provide written notice of termination to Compulife. In the event of termination of this agreement, there shall be no refund of any portion of the annual service fee.

(ii)   Compulife shall have the right to terminate this Agreement and the license granted herein:

(a)  Upon 10 days' written notice in the event that the Customer, its officers, agents, or employees violate any provision of this Agreement;

(b)  In the event Customer terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, or has wound up or liquidated, voluntarily or otherwise.

(c)  Upon 120 days' written notice for any cause subject to Compulife returning the annual service fee as determined in paragraph 4(i) less an amount of $49 for each month of service since the Customer received the first update.

(iii)  In the event of termination by reason of Customer's failure to comply with any part of this Agreement, or upon any act which shall give rise to Compulife's right to terminate, Compulife shall have the right, at any time, to terminate the license and take immediate possession of the Software and all copies wherever located, without demand or notice and without refund of any portion of the annual service fee. Within 10 days after termination of the license, Customer will return to Compulife the Software in the form provided by Compulife or, upon request by Compulife, destroy the Software and all copies, and certify in writing that they have been destroyed. Termination under this paragraph shall not relieve Customer of its obligations regarding Compulife's copyright of the Software.

12. Jurisdiction

This Agreement shall be governed by and construed under the internal laws of the State of Kentucky, without regard to the principles of conflicts of laws. Customer agrees that any action or proceeding to enforce, or arising out of, this Agreement shall only be commenced in the Supreme Court of the State of Kentucky. Customer waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in such court shall be properly served and shall confer personal jurisdiction if served by registered or certified mail to Customer, or as otherwise provided by the laws of the State of Kentucky. Customer waives any right to trial by jury that Customer may have in any action or proceeding, in law or in equity, in connection with this Agreement.

13. Severability

If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.

14. Conflict with Purchase Orders

In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement shall control.

15. Waiver of Contractual Right

The waiver or failure of Compulife to exercise in any respect any rights provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

16. Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

17. Headings

The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.

18. Notice

Any notice required or contemplated hereby shall be sufficiently given if delivered personally or by prepaid registered mail. If by registered mail, delivery shall be deemed to be effected on the fifth business day following mailing and the post office receipt shall be conclusive as to such date. In the event of an actual or threatened postal disruption notice shall not be effected by mail. All notices are to be addressed as follows.

 

19. Entire Agreement

This Agreement constitutes the complete and entire Agreement between Compulife and Customer. This Agreement supersedes all proposals or prior agreements, oral or written and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may not be modified except in writing signed by both Compulife and Customer.