JPDoor Licensing Agreement This Agreement is effective as of the day payment is received, by and between Motor City Software (hereinafter "Originator") a private software development partnership, having an address for purposes of this Agreement at 1320 Mary St N #105, Oshawa Ontario Canada, L1G-6Y9 and 컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴� (hereinafter "Developer") a private Developer having an address for purposes of this Agreement at: 컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴 컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴컴 WITNESSETH: WHEREAS, Originator is the owner of all U.S. [and foreign] copyrights and other proprietary rights in JPDoor and related Documentation that are the subject of this Agreement; and WHEREAS, each party hereto represents that is is ready, willing, and able to undertake the responsibilities and obligations set forth in this Agreement, and that it possesses the rights, resources, and capabilities to perform its responsibilities under this Agreement: NOW, THEREFORE, in consideration of the premises, and of the obligations herein made and undertaken, the parties hereto do hereby covenant and agree as follows: Section 1 DEFINITIONS For the purposes of this Agreement, the definitions set forth in this section shall apply to the respective capitalized terms: 1.1 "Agreement" This Agreement, including any exhibits attached hereto. 1.2 "Code" Computer programming Code, including source Code (human- readable), and object Code (machine-readable). 1.3 "Documentation" The printed material relating to the use of the Originator's original Product. 1.4 "Error" A defect in the Code or a mistake in the Documentation that prevents the Code from functioning in material conformity with the specifications. [JPDoor Licensing Agreement] Page 1/8 1.5 "Error Correction" A change to the Code or the Documentation that is in a form that allows its application to the Code or inclusion in the Documentation to reestablish material conformity with the specifications. All Error Correction shall be considered part of the Code and Documentation for all purposes under this Agreement. 1.6 "Derivative Work" A work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute a copyright infringement. 1.7 "Enhancement" A change or addition to the Code or Documentation, other than an Error Correction, that improves its functions, or substantially enhances its performance. Enhancements shall not include programs that have a value and utility seperate from the use of the Code and that, as a practical matter, may be priced and offered seperately from the Code. 1.8 "Product" Computer programs that contain, or are Derivative Works of, the Code, or any subset thereof, and that are in marketable form (with appropriate end-user Documentation) by Developer and are offered by Developer to its customers or potential customers, in object Code form, under the terms of the Developer License. 1.9 "Authorized End-User Copy" A copy of a Product that may be used by customers or Developer under the Developer licence. Backup copies for use only in the event of loss or destruction of an Authorized End-User Copy are not counted as Authorized End-User Copies. 1.10 "Developer License" A license Agreement between Developer and Developer's customers under which copies of this Product will be provided to customers. The Developers License shall contain terms limiting the use of Products to designated Central Processing Units (CPUs), shall allow only one backup copy for each CPU, shall prohibit further copying and/or transfer of the Products by such customers, and shall prohibit reverse assembly, reverse compiling, or reverse engineering of the Products. 1.11 "Agreement Territory" The United States of America and Canada Section 2 ORIGINATOR'S OBLIGATIONS 2.1 Originator shall deliver to Developer 1 copy of the Code (in object and source Code form) and 1 copy of the Documentation within 14 days after receipt of this signed Agreement by Originator. Said copies shall be contained either in printed form or on a storage media that is machine readable on Developer's computer system. 2.2 Originator shall provide support services in accordance with section 9 hereof for the Code and Documentation for purposes of development, training, and demonstrations relating to the Products. 2.3 Originator shall offer Enhancements as proposed additions to the Code and Documentation in accordance with section 6 hereof. [JPDoor Licensing Agreement] Page 2/8 Section 3 DEVELOPER'S OBLIGATIONS 3.1 Developer shall evaluate and test the Code and Documentation to determine suitability for use in the creation of the Products. 3.2 Except as otherwise provided in this Agreement, Developer shall assume all responsibility and liability to customers with respect to the Products and, in accordance with section 9, shall assume all responsibility and liability for related support and assistance. 3.3 Developer shall pay royalties to Originator in accordance with section 5. Section 4 GRANT OF LICENSE 4.1 Originator hereby grants to Developer, in the Agreement Territory, a non-exclusive right and license: a. To use and reproduce the Code and Documentation, and to prepare Derivative Works thereof, in the object Code or source Code form, for the purposes of development, technical support, maintenance, and warranty service of Products; b. To Use, reproduce, or display and sell, lease, or otherwise distribute copies of the Code and Documentation, or Derivative Works, thereof, in object Code form only, as Products or parts of Products, for the purpose of marketing Products to customers of Developer under the terms of the Developer License; and c. To use and copy the Code and Documentation, or deivative works thereof for the purpose of marketing, training, and demonstrations with respect to the Products. Section 5 ROYALTIES AND PAYMENT 5.1 Developer shall pay to Originator, prior to the delivery of Code and Documentation, the following indicated amounts as non-refundable advance royalties: Code Advance Royaly Amount Source Code $50.00 Documentation $ 0.00 Such advance royalties shall be deemed as payment in full for the term of this Agreement. [JPDoor Licensing Agreement] Page 3/8 Section 6 AVAILABILITY OF ENHANCEMENTS 6.1 Originator may from time to time offer Enhancements, to the extent developed or acquired by Originator, to Developer for inclusion in the Code and Documentation. If the parties agree on inclusion of any Enhancements, appropriate changes and royalty provisions shall be set forth in a written ammendment to this Agreement, and thereupon the Enhancements shall become part of the Code and Documentation for purposes of this Agreement. Section 7 LIMITED WARRANY AND LIMITATION OF LIABILITY 7.1 Originator warrants that it is the exclusive owner of all U.S. [and foreign] copyrights in the Code and Documentation and that it has all rights necessary for the grant of the right and license granted by this Agreement. 7.2 The Code is provoded "as is" for Developer's evaluation and, as between the parties. Developer assumes the responsibility for determining the suitability of the Code, or its use in Products, and for results obtained. Originator makes no warranty that all Errors have been, or can be eliminated from the Code or Documentation, except as expressly stated above, and Originator shall in no event be responsible for losses of any kind resulting from the use of the Code or the Documentation in Products, including (without limitation) any liability for business expense, machine downtime, or damages caused by Developer or Developer's customers by any deficiency, defect, Error, or malfunction. 7.4 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ORIGINATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO THE CODE OR DOCUMENTATION OR ANY USE THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY WHATSOEVER AS TO THE FITNESS FOR A PARTICULAR USE OR THE MERCHANTABILITY OF THE CODE OR DOCUMENTATION. 7.5 In no event shall Originator be held liable to Developer or Developer's customers for any indirect, special, or incidental, or consequential damages (including lost profits). Section 8 OBLIGATION FOR EXPENSES 8.1 Originator shall have no obligation or requirement whatsoever to reimburse Developer for any expenses or costs incurred by Developer in the performance of, or otherwise by reason of, this Agreement. Developer's incurring of costs or expenses under this Agreement is made at its sole risk and upon its independant business judgement that such costs and expenses are appropriate. [JPDoor Licensing Agreement] Page 4/8 Section 9 SUPPORT SERVICES 9.1 Originator shall provide, during the term of this Agreement, the following support services to Developer: a. Initial reasonable technical support. Originator, upon request by Developer shall deem whether an attempt to provide technical support is warranted. The source Code and Documentation provided by this Agreement are provided to Developer "as is" for the sole purpose of use by Developer. b. Reasonable efforts to prepare Error Correction of the Code upon reasonable notice of the nature of any identified Errors. Section 10 MARKING OF PRODUCTS 10.1 All Code and Documentation (including any Enhancements) shall be marked to include Originator's copyright notice. All Products offered by Developer may mark with its own copyright notice, and register any Derivative Works of the Code or Documentation prepared by Developer provided that appropriate identification is made in such notice and such registrations of Originator's preexisting works. The parties agree to cooperate in any such registration and to provide necessary information and prepare to deliver duly executed documents reasonably required in such regard. Section 11 TERM OF AGREEMENT 11.1 The term of this Agreement shall commence on the effective date and continue for a period of 1 year, unless sooner terminated under Section 12. Section 12 TERMINATION: EFFECT OF TERMINATION 12.1 This Agreement shall terminate automatically upon expiration of its term, unless extended or renewed in writing by the parties hereto. 12.2 Should either party commit a material breach in its obligations hereunder, or should any of the representations of either party prove to be untrue in any material respect, the other party may, at its option, terminate this Agreement by 30 days written notice to the other party. Such notice shall identify and describe the default upon which termination is based. The defaulting party shall have 30 days to cure such default, which, if effected, shall prevent termination by virtue of such default. 12.3 Upon termination of this Agreement, Developer shall immediately cease use of the Code and Documentation, and any Derivative Works thereof, and shall make no further copies of any of the foregoing. [JPDoor Licensing Agreement] Page 5/8 12.4 Notwithstanding the foregoing, and notwithstanding termination of this Agreement, Developer shall retain the right to continue to support Authorized End-User Copies that have been completed, marketed, and installed persuant to the Developer License prior to the effective date of termination, subject to continued payment of applicable royalties to Originator as provided in section 9. Section 13 INDEMNIFICATION 13.1 Originator agrees to, and does hereby, indemnify and hold harmless Developer from any and all claims, demands, or actions alleging that the Code or Documentation (including any Enhancements), in the form delivered by Owner, infringes or abridges, any third-party rights in trade secret, or other intellectual property rights. 13.2 Developer agrees to, and does hereby indemnify and hold harmless Originator from any and all claims, demands, or actions from or relating to Products, or use by customers of Products, and based on, or related to Developer's performance, nonperformance, infringement of third-party intellectual property rights, representations or statements made, or other actions with respect to Products. 13.3 The foregoing indemnities shall be contingent upon the following: The party seeking to enforce the indemnity against the other party shall give written notice to the other party of any claim, demand, or action for which indemnity is sought; shall fully cooperate in the defence of settlement of any such claim, demand, or action; and shall obtain the prior written Agreement of the indemnifying party to any settlement or proposal of settlement. Section 14 NO ASSERTION RIGHTS 14.1 It is expressly understood and agreed that, as between Originator and Developer, all rights, title, and interest in and to the Code and Documentation (including any Enhancements) and any other material furnished to Developer under this Agreement vests solely and exclusively in the Originator, and Developer shall neither derive nor assert any title or interests in or to such materials except for the rights of use or licenses granted under this Agreement. Section 15 INDEPENDANT CONTRACTOR STATUS 15.1 Developer is an independant contractor under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Developer shall have no authority to enter into Agreements of any kind on behalf of Originator and shall not have the authority or power to bind or delegate Originator in any manner to any third party. [JPDoor Licensing Agreement] Page 6/8 Section 16 NO CONFLICT OF INTEREST 16.1 Developer represents and warrants that it has full power and authority to undertake the obligations set forth in this Agreement and that it has not entered into any other Agreements, nor will it enter into any other Agreements that would render it incapable of satisfactorily performing its obligations hereunder, or that would place it in a position of conflict of interest or be inconsistent or in conflict with its obligations hereunder. Section 17 COMPLIANCE WITH LAW 17.1 Developer agrees that it shall comply with all applicable laws and regulations of government bodies, or agencies in its performance under this Agreement. Section 18 NO ASSIGNMENT 18.1 Developer represents that it is acting on its own behalf, and is not acting as an agent for, or on behalf of any third party, and further agrees that it may not assign its rights or obligations under this Agreement without the prior written consent of Originator. Section 19 NOTICES 19.1 All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be considered effective when deposited in the U.S. or Canadian mail, postage prepaid, and addressed to the appropriate party at the address noted above, unless by such notice, a different address shall have been designated. Section 20 GOVERNING LAW 20.1 All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed by, and determined in accordance with the laws of the Province Of Ontario, Canada [JPDoor Licensing Agreement] Page 7/8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives as set forth below: By : ________________________________________________________ Title: ________________________________________________________ Date: _________________________ 19____ [Originator] By : ________________________________________________________ Title: ________________________________________________________ Date: _________________________ 19____ [Developer] [JPDoor Licensing Agreement] Page 8/8