page 1 clX 2.2, The Clause Cross Referencer ("clX"). (Microsoft Word version) Registration/Licensing (PC DOS version) You may use clX for a 30 day trial period, provided you abide by the terms of the license agreement. (During the trial period, you are strongly advised to carefully evaluate the Software's capabilities against your particular drafting style.) If you continue to use clX after the 30 day trial period, you are obligated to purchase a license. Recipients of clX must be informed, in advance, that any fee paid to acquire clX from a distributor does not relieve recipients of their obligation to purchase a license from the licensor if they use clX. The PC DOS files which constitute clX, must be distributed together, including all associated text files (.TXT). clX may only be bundled with other products with written permission from the Licensor. Upon payment of the licence fee, you will receive an up to date copy of clX, future updates as they appear, and 12 months support. Please complete the following and read the attached Terms and Conditions. Completion of and signing this form constitutes an agreement to take the Software named above on License subject to the Terms and Conditions below. LICENSEE INFORMATION Licensee Name: ......................................... Licensee Contact: ......................................... License Telephone: ........................... Licensee Address: Street ........................................... Suburb ........................................... City ........................................... Postcode/Zip ............ E-Mail Address(es): ...................................... Where did you obtain your copy of clX ? .................................. Disk size: 5.25"/3.5" (cross out one) MS Word version ..... clX LICENCE FEE: $US 125.00 for one user. (or equivalent amount in other currencies) Refer to the scale below for volume pricing information. Number of Users: ..... Total Price: ...... (use scale below) clX, Licensing Agreement. page 2 clX Registration, Microsoft Word Version. Schedule of Fees -oOo- Note: Prices are in US dollars. No License Users Fee ===== ======= 1 $125 2 $234 3 $338 4 $436 5 $530 6 $618 7 $701 8 $780 9 $855 10 $925 11 $991 12 $1,053 13 $1,110 14 $1,164 15 $1,213 16 $1,259 17 $1,301 18 $1,339 19 $1,373 20 $1,403 21 $1,430 22 $1,453 23 $1,473 24 $1,489 25+ $1,500 The price for 25 or more users is $US 1,500. clX, Licensing Agreement. page 3 LICENSEE AGREEMENT ================== I have read, understood and agree to all the Terms and Conditions of this License Agreement as attached: Licensee Signature ......................................... Name and Title ......................................... Date ......................................... LICENSE FEES (The license fee is as indicated in the schedule of fees above) NUMBER OF USERS : ......... TOTAL LICENSE FEE : $US......... (Read off price against number of users in the Schedule above.) NOTE: Make cheques payable to : "Generic Software Pty Ltd". Send cheques and signed agreement to : Generic Software Pty Ltd, 26 Chalder Street, Newtown, NSW, 2042, AUSTRALIA. TERMS and CONDITIONS ==================== THIS LICENCE AGREEMENT IS ENTERED INTO BETWEEN GENERIC SOFTWARE PTY LTD, ACN 054 834 196, A COMPANY REGISTERED IN AUSTRALIA, (HEREIN REFERRED TO AS "LICENSOR") OF THE ONE PART AND YOU, THE LICENSEE, ON THE OTHER. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE LICENSOR SOFTWARE THE SUBJECT OF THIS LICENSE. BY USING THE SOFTWARE, INCLUDING FOR TRIAL PURPOSES, YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE SOFTWARE LICENSE AND DISCLAIMER OF WARRANTY. THIS DOCUMENT CONSTITUTES A LICENSE TO USE THE SOFTWARE ON THE TERMS AND CONDITIONS APPEARING BELOW. The computer program referred to as "clX, The Clause Cross Referencer, (Microsoft Word version)", and related clX, Licensing Agreement. page 4 documentation and materials (herein collectively referred to as "the Software") are licensed, not sold, to you for use only upon the terms of this license, and Licensor reserves all rights not expressly granted to you. 1. License. (a) This License allows the Software to be used by up to the number of users in your organisation indicated at "NUMBER OF USERS", above. (b) If at any time you wish to have more users of the software than indicated at "NUMBER OF USERS", you must pay Licensor an additional amount for the additional numbers of users, this additional amount being the difference between the cost for the number of current users and the cost for the new number of users as set under "clX Registration, Schedule of Fees". (c) No monies are refundable by Licensor if you choose to decrease the number of users. (d) You are granted a limited license to distribute copies of the Software for the trial use of others subject to the conditions described below. (i) The PC DOS files, clx.exe, clxovl1.exe, clxovl2.exe, clxovl3.exe, clxman.txt, clxintro.txt, clxregis.txt, clxupd.txt, clxplans.txt and readme.txt, which constitute the Software, must be distributed together. (ii) You may charge a nominal fee for distribution of the Software. The recipient of the Software must be informed, in advance, that any such nominal fee paid to acquire the Software does not relieve the recipient of their obligation to purchase a license for the Software if the recipient uses the Software. (iii) the Software may only be bundled with other products with written permission from Licensor. (f) You may also copy the Software for distribution to the number of licensed users in your organisation, if that is necessary, and also for the purposes of backup. 2. Restrictions. (a) YOU MAY NOT MODIFY, ADAPT, TRANSLATE, OR CREATE clX, Licensing Agreement. page 5 DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF. (b) The Software contains trade secrets and to protect them you may not decompile, reverse engineer, disassemble or otherwise transform the Software to a humanly perceivable form. You agree not to divulge, directly or indirectly, any such trade secrets to any person. 3. Termination. This License is effective until terminated. The License will terminate automatically without notice from Licensor if you fail to comply with any provision of this License. Upon termination of this license for any reason: (a) you shall have no right to refund of the whole or any part of the license fees or other amounts paid for this license and the Software licensed hereunder (except in the circumstances and expressly as provided in Section 5 below); and (b) you shall continue to be bound by the provisions of Section 2 above. Termination shall be without prejudice to any rights Licensor may have as a result of breach of this Agreement. 4. Limited Warranty. (a) Licensor warrants the media in which the software is recorded and supplied to you as free from defects in materials and faulty workmanship under normal use for a period of ninety (90) days from the date of delivery. During this warranty period, Licensor will, at its option, repair or replace, free of charge, defective media upon which the software has been supplied (and if necessary restore the Software thereon). (b) For twelve months from the date of license fee receipt, Licensor will examine copies of documents supplied in Microsoft Word format from Licensee, which Licensee asserts is processed incorrectly by the software. Licensor will make reasonable efforts to identify the cause of the problem, and supply a new version of clX if this is practicable. Licensor may decide, and has sole discretion to decide, that no resolution of the problem is possible, and such decision by Licensor will be final. (c) LICENSEE UNDERSTANDS AND AGREES THAT BECAUSE OF AMBIGUITIES AND IRREGULARITIES IN THE ENGLISH LANGUAGE, AND IN THE RANGE OF DRAFTING STYLES WHICH clX, Licensing Agreement. page 6 MAY BE USED BY AUTHORS, THE EXTRACTION OF ALL RELEVANT DATA BY THE SOFTWARE IS NOT GUARANTEED TO BE EITHER COMPLETE OR ACCURATE. 5. Disclaimer of Warranty, Limitation of Remedies. TO THE FULL EXTENT PERMITTED BY LAW, LICENSOR HEREBY EXCLUDES ALL CONDITIONS AND WARRANTIES, WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, NOT EXPRESSLY SET OUT HEREIN. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXCEPT AS PROVIDED IN SECTION 4 ABOVE. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 5, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. IMPORTANT NOTE: Nothing in this Agreement is intended or shall be construed as excluding or modifying any statutory rights, warranties or conditions which are applicable to this Agreement or the Software supplied hereunder, and which by virtue of any national or state Fair trading, Trade Practices or other consumer legislation may not be modified or excluded. If permitted by such legislation, however, Licensor's liability for any breach of any such warranty or condition shall be and is hereby limited to either: (a) the supply of such part of the Software licensed hereunder again; or (b) the correction of any defect in any such part of the Software licensed hereunder as Licensor at its sole discretion may determine to be necessary to correct the said breach. EXCEPT AS SET OUT IN THIS SECTION 5, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND LOSS OF BUSINESS INFORMATION OR COMPUTER PROGRAMS), EVEN IF LICENSOR OR ANY LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. clX, Licensing Agreement. page 7 Except as expressly set out in this section 5, Licensor's maximum liability for damages arising under this Agreement shall be limited to the license fees paid by you for that part of the Software supplied by Licensor hereunder which caused the damages or that is the subject matter of, or is directly related to, the cause of the action. 6. General. This Agreement will be construed under the laws of the state of New South Wales. This Agreement contains the entire Agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and/or understandings (oral or written). Failure or delay by Licensor in enforcing any right or provision hereof shall not be deemed a waiver of such provision or right with respect to the instant or any subsequent breach. If any provision of this Agreement shall be held by a court or competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.