CyberSoft Software Maintenance and Support Agreement

THIS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT ("Agreement") is made and entered into as of this ___ day of ______________, 20__ (the "Effective Date"), by and between CyberSoft, Inc., a Pennsylvania corporation having a principal place of business at 1958 Butler Pike, Suite 101, Conshohocken, Pennsylvania 19428 ("CyberSoft"), and _________________, a______________ corporation, having its principal office at ______________________("Licensee").

BACKGROUND

This Agreement is intended to be supplementary to the End User License Agreement between CyberSoft and Licensee attached hereto as Exhibit A ("License Agreement"). The terms and conditions of the License Agreement and all amendments thereto are hereby acknowledged and reaffirmed. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the License Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and the mutual covenants contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.Maintenance Services. During the Term (as defined herein) of this Agreement, CyberSoft will furnish the following maintenance, support and other services ("Services") for the Licensed Software:

1.1. All updates, enhancements, upgrades or releases of the Licensed Software and related information and documentation ("Updates"); and

1.2. Reasonable access by telephone and/or Internet to CyberSoft's technical staff (not to exceed four hours per month) for consultation in the use and operation of the Licensed Software.

2.Maintenance Fee. In consideration for the Services, Licensee shall pay CyberSoft the monthly fee set forth on Exhibit B hereto ("Maintenance Fee"). Licensee shall pay CyberSoft the Maintenance Fee on or before the first day of each month for that month. CyberSoft shall have the right to change the Maintenance Fee upon no less than thirty (30) days prior written notice to Licensee; provided, however, that CyberSoft shall change the Maintenance Fee no more than once each twelve (12) months during the Term hereof.

3.Term. The initial term ("Initial Term") of this Agreement shall be for a period of twelve (12) months. After the Initial Term, Licensee shall have the option of renewing this Agreement for additional one (1) year terms (each, a "Renewal Term" and together with the Initial Term, the " Term") by giving CyberSoft notice no less than thirty (30) days prior written notice of such renewal. CyberSoft may terminate this Agreement (i) immediately upon breach of this Agreement by Licensee, which breach remains uncured fifteen (15) days after written notice thereof from CyberSoft, or (ii) upon no less than ninety (90) days prior written notice to Licensee. Notwithstanding anything to the contrary herein, this Agreement shall automatically terminate upon termination of the License Agreement.

4.License. All Services provided to Licensee hereunder shall be deemed to be a part of the Licensed Software as that expression is used in the License Agreement, and all terms and conditions of the License Agreement not inconsistent with the express provisions of this Agreement shall be applicable to such Services, including without limitation those relating to use, copying, return of materials, assignments, ownership, copyright, trade secret and patent protection and applicable law.

5.Limited Warranty: CyberSoft warrants the media on which the Updates are provided to be free from defects in materials and workmanship for ninety (90) days after delivery. Defective media may be returned for replacement without charge during the ninety (90) day warranty period unless the media have been damaged by accident or misuse. CyberSoft warrants, for ninety (90) days after purchase, that any unaltered Update will substantially conform to the documentation that accompanies it (CyberSoft expressly reserves the right to provide the documentation on the same media as the Updates). Any implied warranties are limited to the duration of the express warranties stated in this Section 5. CyberSoft does not warrant that: (a) operation of any of the Updates shall be uninterrupted or error free, (b) that functions contained in the Updates shall operate in combinations which may be selected for use by Licensee or meet Licensees requirements, or (c) that the Updates will detect all viruses, Trojan horses, worms or other software routines or hardware components designed to permit unauthorized access to or to disable, erase or otherwise harm any software, hardware or data. CyberSoft’s entire liability and your exclusive remedy shall be, at the option of CyberSoft, either (a) return of the price paid or (b) repair or replacement of any Update that does not meet the foregoing warranty, when returned to CyberSoft. This limited warranty is void if failure of the Update has resulted from accident, abuse or misapplication. Any replacement software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

THE FOREGOING EXPRESS LIMITED WARRANTIES ARE IN LIEU OF AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYBERSOFT SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICES AND THE PROVISION OF OR FAILURE TO PROVIDE SUCH SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYBERSOFT OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, PROFITS, USE OF INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE USE OF OR INABILITY TO USE ANY UPDATE, EVEN IF CYBERSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CYBERSOFT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE MAINTENANCE FEES PAID BY LICENSEE HEREUNDER.

Consumer Rights: For personal, family or household use of the Services, some states and provinces do not allow the exclusion or limitation of incidental or consequential damages or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. These warranties give you specific legal rights and remedies; you may also have other rights and remedies which arise from operation of law and vary from state to state or province to province.

6.U.S. Government Restricted Rights. The Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is CyberSoft, 1508 Butler Pike, Conshohocken, Pennsylvania 19428.

7.Force Majeure. CyberSoft shall not be liable to Licensee for any failure or delay caused by events beyond CyberSoft's reasonable control, including, without limitation, Licensee’s failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

8. Non-Assignment. Licensee shall have the right to assign this Agreement to a successor by merger or a purchaser of all or substantially all of its assets relating to the business of which the use or sale of the Licensed Software are a part if the successor agrees in writing to be bound by this license. CyberSoft shall have the right to assign this Agreement, in whole or in part, and/or to subcontract its performance obligations hereunder, at any time and from time to time in its sole discretion.

9.Entire Agreement. This Agreement, together with the License Agreement and any and all exhibits, schedules and appendices attached hereto and thereto, constitute the entire agreement between the parties and supersede all prior oral or written representations, agreements, promises, or other communications, which pertain to the covered subject matter. This Agreement may not be amended or modified except by a written agreement signed by authorized representatives of each party.

10.Governing Law. This Agreement is made under and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any dispute arising out of or in connection with this Agreement shall be adjudicated exclusively in the state or federal courts of the Commonwealth of Pennsylvania, and all parties consent to personal jurisdiction and venue therein.

11.Notices. Any notice required under this Agreement shall be given in writing and delivered personally or by telecopy (with transmission confirmed), registered or certified mail, return receipt requested, or overnight delivery service to the parties at their addresses noted above or such other addresses as shall have been designated to each other in writing. All notices to CyberSoft shall be directed to the attention of Peter V. Radatti, President. All notices to Licensee shall be directed to the attention of ___________________________.

12.Severability. If any provision of this Agreement shall be held unenforceable or invalid, the remaining parts shall remain in full force and effect.

13.Enforcement. The failure of either party in any one or more instances to insist upon strict performance of any of the terms or provisions of this Agreement shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms or provisions on any future occasion. The headings are for convenience only and do not affect the meaning of this Agreement.

14.Counterparts. The parties may execute this Agreement in one or more counterpart copies, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Agreement as of the date first written above.

CYBERSOFT, INC. ("CyberSoft")_______________________ ("Licensee")

By: ___________________________

Its: ___________________________

By: ___________________________

Its: ___________________________

>back