THIS AGREEMENT is made and entered into on this , and between DSI International (hereinafter "DSI"), whose principal business address is 1574 N. Batavia Street, Orange, California, and
(hereinafter "Licensee"), whose principal address is ,

WHEREAS, Licensee desires to obtain a limited right to use the said Software Programs, internally and for the purpose of its internal use only;

 NOW, THEREFORE, in consideration of the above recited premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. DEFINITIONS

   As used in this agreement the following words and phrases shall have the meanings herein below assigned to them.

   1. "Software Program" shall mean that computer software product(s) preceded by an 'X' in the list below (described in DSI's published Software Product Descriptions) or any software modules related therewith, including all documentation associated and furnished with such product(s):

2. "Designated Equipment" shall be the central processing unit upon which the Software is installed.

3. "Error(s)" shall mean and refer to the failure, during the term of this Agreement, of the Software Program to conform to DSI published specifications for such software, as such specifications are published on the Effective Date of this Agreement.

4. "The Effective Date of this Agreement" shall mean and refer to date of this Agreement, as stated on the first page hereof.

2. TERM AND TERMINATION

   1. The Evaluation herein shall terminate upon the end of this agreement’s stated date.

   2. This Agreement, and the license herein granted, shall be valid for sixty (60) days unless earlier terminated pursuant to the provisions of this Agreement.

   3. This Agreement, and the license herein granted, may be terminated immediately by either party, by written notice to the other party sent by first class mail. Either party may terminate this agreement at any time for any reason.

   4. Termination of this Agreement shall not release Licensee from any liabilities and/or obligations under this Agreement, which liabilities and/or obligations have accrued and remain to be performed as of the date of such termination, and/or accrue thereafter.

   5. Upon termination of this Agreement for any reason Licensee shall immediately expunge the licensed Software Program, including all modified, amended, and/or supplemental versions thereof, and all copies thereof, and all copies of documentation related thereto, including all translations thereof, to DSI, together with written certification that all such materials not so returned have been destroyed.

3. LICENSE

   1. Subject to all provisions, terms, covenants, and conditions contained in this Agreement, DSI hereby grants to Licensee a non-exclusive, non-transferable license to evaluate the Software Programs described in Section 1(a) in executable code format solely for Licensee's use as described above as the Designated Equipment. Said right does not extend to any other person, either individual or fictitious, or to any other organization, including parent company, subsidiary companies, holding companies, partnerships, or organizations with which Licensee has trading agreements of any type.

   2. The licensed Software Program shall be used by Licensee only on the Designated Equipment or in such other Designated Equipment as may be hereafter agreed upon by DSI, and Licensee warrants that it owns, leases, or operates and controls the Designated Equipment.

   3. Licensee shall not employ the Software Program into any eternally funded purpose or into service bureau application unless a separate Service Bureau Agreement is executed.

4. ACCEPTANCE

   The licensed Software Program shall be deemed to be accepted on delivery. In the event of any dispute over acceptability of the Software Program, the use of the Software Program by Licensee for any application shall be deemed to constitute acceptance.

5. CONSIDERATION

   As consideration for the Software Program license herein granted, Licensee shall pay DSI the sum of $ 0.00 U.S. dollars.

6. INTELLECTUAL PROPERTY

   1. During the term of this Agreement, and for five (5) years thereafter in the event of termination, Licensee shall not engage in the business of developing or marketing any Computer Program which is based on or derived from any of the licensed Software Program or which directly competes with the licensed Software Program.

   2. Licensee acknowledges that a proprietary relationship exists between Licensee and DSI and that certain information to be provided by DSI pursuant to this Agreement is considered to be the intellectual property of DSI, and to constitute trade secrets of DSI. Licensee recognizes the special value and importance of the protection of such proprietary and trade secret information in the highly competitive computer software field. The licensed Software Program and any other written or oral information received by Licensee pursuant to this Agreement, which may be designated by DSI to be proprietary information and/or a trade secret by a conspicuous legend applied thereto shall be and remain solely the property of DSI. Licensee agrees to hold all such information in confidence and not to disclose to others.

   3. In addition to the foregoing and not by way of any limitation thereof, Licensee promises and agrees to comply with all proprietary and copyright legends in and/or on the licensed Software Program and other items received hereunder, and to insure, prior to disposal thereof, that any and all information and/or materials contained therein and/or thereon which are indicated to be proprietary, have been erased or otherwise destroyed.

   4. Further, in addition to the foregoing and not by way of any limitation thereof, Licensee promises and agrees that Licensee will not provide, disclose the contents of, or otherwise make or permit to be made available, in any form, any licensed Software Program and/or any support material and/or any techniques disclosed or learned in connection therewith, to any person or entity without prior written consent from DSI, except to Licensee's employees for purposes specifically related to Licensee's use of the licensed Software Program, and that Licensee will safeguard the licensed Software Program, and related information and materials in a like manner as it protects its own proprietary or information.

   5. The provisions of this Article 7 shall survive the term of this Agreement.

7. WARRANTY

   1. DSI represents and warrants the originality of the licensed Software Program and that such has not, to DSI's knowledge, been published without proper statutory copyright notice. DSI further represents and warrants that such documentation and code shall be free from rightful claim of patent, trademark, or copyright infringement.

   2. DSI does not warrant that the functions contained in the licensed Software Program will meet Licensee's requirements, or that said software will operate properly if used in a manner which is inconsistent with acceptable DSI analysis methods.

   3. In addition to the foregoing, all other warranties, expressed or implied, which are not specifically provided for in this Agreement, are hereby disclaimed, specifically including but not limited to express or implied warranties of merchantability or fitness for a particular purpose.

8. LIMITATION OF LIABILITY

   1. Except as expressly provided in this Agreement, DSI shall not be liable for any loss or damage claimed to have resulted from the use of the licensed Software Program provided hereunder regardless of the form of action.

   2. In no event shall DSI be liable to Licensee for any cause whatsoever, regardless of the form of action, for any amount in excess of the payments made by Licensee under this Agreement.

9. MISCELLANEOUS

   1. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns; provided, however, that the Licensee may not assign the benefits or obligations of this Agreement without prior written consent of DSI.

   2. This Agreement and any attachments hereto, constitute the entire contract between DSI and Licensee with respect to obligations to be performed under this Agreement and supersede and replace any previous communications, representations, or agreements, whether oral or written. No change or modifications of any of the terms or conditions herein shall be valid or binding on other party unless in writing, specifically referring to this Agreement, and signed by a duly authorized representative of each party.

   3. If any part of this Agreement is held unenforceable or invalid or prohibited under law, it shall be struck from this Agreement and shall not affect the enforceability of the other parts of this Agreement.

   4. No Waiver - The failure by either party at any time to enforce any of the provisions of this Agreement will not be construed as a waiver by such party of any of such provisions, nor in any way affect the validity of the Agreement or any of its parts.

   5. Under the terms of this Agreement, DSI and the Licensee are independent contractors. The Licensee is not an employee, agent, partner, contractor or representative of DSI. Furthermore, nothing contained herein shall be deemed to create a joint venture relationship between DSI and Licensee. The respective obligations and rights of DSI and Licensee are specifically limited by the terms of this Agreement. Licensee hereby specifically acknowledges that it does not have authority to incur any obligations or responsibilities on behalf of DSI.

   6. Notice - Any notice required or permitted to be made or given to either party hereto pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such party by registered mail, postage prepaid, addressed to it at its address set forth above, or to such other address as it shall designate by written notice given to the other party.

   7. Construction and Understanding - This Agreement will be interpreted and construed in accordance with the laws of the State of California and under the international export laws of the United States. It constitutes the entire Agreement between the parties, supersedes all proposals, oral or written, and is not to be varied, amended or supplemented except by written Agreement between the parties, dated upon or subsequent to the date of the Agreement.

10. NO OBLIGATION

    1. Nothing in this Agreement will obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the date and year first above written.