We recommend to licensees of IP4 that they subscribe to our Software Maintenance Agreement (SMA).  Purchased on an annual basis, the SMA extends the benefits of software updates and support services that are included in the IP4 license fee in the first year following installation. A complete list of the support services offered in the SMA are shown in Schedule "B" below. Click here for pricing for the current year.

Support and Maintenance Agreement

This Agreement is made as of the [ ] day of [ ], 2006

Between:

Alan Deeth, carrying on business as Deeth Software Development

(referred to as "Deeth")

- and -

[Licensee name], [a [limited liability] partnership under the laws of the Province of [ ] ]

[Address]

(referred to as "FIRM").

Background:

A. Deeth has developed and is the exclusive owner of a proprietary software application program, more particularly set forth in Schedule "A", to assist in the administration of intellectual property records (the "IP Software"), and Deeth provides certain services related to the use of the IP Software.

B. FIRM is a licensee of the IP Software, and desires the maintenance and support services set out in Schedule “B” to this Agreement (“Support Services”) and/or the custom programming services set out in a Statement of Work to this Agreement (“Customization Services”).

NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, Deeth and FIRM agree as follows:

1. Definitions

In this Agreement, the following capitalized terms shall have the meanings indicated.

(a) “Agreement” means this Support and Maintenance Agreement and any Schedules hereto.

(b) “Custom Code” means software code provided by Deeth pursuant to the Customization Services

(c) “Fees” means the Escrow Fees, Support Fees, Upgrade Fees, Reinstatement Fees, Consulting Services Hourly Rate and Priority Support Surcharges set out in Schedule “B” and Customization Fees related to Customization Services set out in any Statement of Work.

(d) “IP Software” means the IP Software indicated in Schedule “A”, and includes any Updates or Custom Code.

(e) “Software License Agreement” means the software license agreement between FIRM and Deeth identified in Schedule “A”, or, where no such agreement has been executed or indicated, is deemed to mean Deeth’s standard form software license agreement available online at http://www.deethsoftware.com/index.php/ip4_software/software_license_agreement, as amended from time to time.

(f) “Update” means code provided by Deeth pursuant to the Support Services and includes program revisions made generally available to all licensees, including minor user interface enhancements and bug corrections; but does not include customization or development code created in response to a specific request by a licensee and does not include Upgrades.

(g) “Upgrades” means a new version of the IP Software including significant addition of functionality or other major improvement which is identified by a separate number (i.e. IP4.3, IP4.4, IP5.0, IP6.0, etc).

2. Services

(a) Deeth agrees to provide the Support Services set out in any Schedule “B” attached to this Agreement, including any amendments to this agreement amending Schedule “B” or adding a new Schedule “B” that has been executed by both parties, for the term set out in such Schedule “B” or any renewal thereof. If there is no Schedule “B” currently in force between the parties, Deeth shall not be obliged to provide any Support Services.

(b) Deeth agrees to provide the Customization Services set out in any Statement of Work referencing this Agreement and executed by both parties. A sample Statement of Work is attached as Schedule “C”.

3. Software and Updates

(a) In the course of providing the Support Services and/or Customization Services, Deeth may provide Updates to and Custom Code for use with the IP Software. Once delivered the Updates shall be considered part of the IP Software and shall be governed by the Software License Agreement. Once accepted, the Custom Code shall be considered part of the IP Software and shall be governed by the Software License Agreement.

(b) Support Services will only be provided for the IP Software and accepted Custom Code with all Updates installed.

(c) Support Service will not be provided where the IP Software has been modified by someone other than Deeth.

4. Title

(a) Deeth shall retain all right, title and interest in the Updates including, without limitation, the intellectual property rights such as copyright, subject to the right of FIRM to use the software as granted in the Software License Agreement.

(b) Deeth shall retain all right, title and interest in the Custom Code including, without limitation, the intellectual property rights such as copyright, subject to the right of FIRM to use the software as granted in the Software License Agreement, except that the ownership of any graphics provided by FIRM for use in the Custom Software shall not be affected by this Agreement.

(c) FIRM shall not allow the IP Software or this Agreement to be subject to any claims, liens, or encumbrances.

5. Assignment

Neither this Agreement nor the license granted herein to the IP Software may be assigned to another party by FIRM without the prior written consent of Deeth, except together with the entire business of FIRM. Deeth may assign this Agreement on written notice to FIRM. Upon assignment, the assignee will be entitled to, bound by, and responsible for the rights and obligations of the assignor under this Agreement.

6. Fees

(a) FIRM agrees to pay Deeth the Fees specified in Schedule "B" based upon the number of user licenses exploited by FIRM. In the event that FIRM wishes at any time to increase its User Limit, it shall pay Deeth the additional fee calculated in accordance with Schedule "B" on a going forward basis from the time the User Limit is increased.

(b) Where the Agreement is executed more than one year after the Installation Date, FIRM agrees to pay Deeth the additional one-time Upgrade Fee calculated in accordance with Schedule "B". Upon payment of the Upgrade Fee, Deeth agrees to bring FIRM’s version of the IP Software up to date with current Upgrades and Updates. The Upgrade Fee is due in advance of any Support Services being offered.

(c) FIRM agrees to pay Deeth the Fees specified in any Statement of Work within 30 days of receiving an invoice, or as otherwise specified in the Statement of Work.

7. Delivery

Deeth will deliver compiled versions of the Custom Code and IP Software including Updates to FIRM by either FTP or CD-Rom at FIRM’s request.

8. Source Code

(a) Where FIRM has paid the Escrow Fees, Deeth shall provide the Escrow Services set out in Schedule “B”.

(b) FIRM agrees to use reasonable diligence to ensure that the Source Code Materials are not accessible to any party who may use it for any purpose other than the customization, modification, maintenance, enhancement or creation of derivative works of the IP Software on FIRM's behalf for FIRM's sole use.

9. Limitation of Liability and Warranties

(a) Deeth disclaims all warranties, representations or conditions of any kind, express or implied, including without limitation any implied warranties of merchantability, merchantable quality, fitness for a particular purpose, or those arising by a course of dealing or usage of trade.

(b) Deeth's entire liability for any cause whatsoever, including tort and negligence, shall not in the aggregate exceed the amount of the Fees paid by FIRM in the previous (twelve) 12 months. In no event shall Deeth be liable to FIRM for loss of profit or other economic loss, indirect, special, consequential or other similar damages arising out of any breach of this Agreement or any obligation under this Agreement or the license granted, or for any claim made against FIRM by any other party. These limitations of liability and warranties shall apply whether or not the breach or cause for claim results from the breach of a fundamental term or condition, or a fundamental breach.

10. Increases in Support

Where FIRM obtains additional licenses to use the same version of the IP Software, FIRM shall pay a corresponding increase in Support Fees for the remainder of the then current Term or Renewal Term (1/12 of the annual fee for each month or partial month remaining), and shall be required to pay such increased fees for each renewal in accordance with Schedule “B”.

11. Force Majeure

If either party is delayed or interrupted in or prevented from the performance of its obligations hereunder, except regarding the payment of money, by reason of an act of God, fire, flood, war, public disaster, governmental enactment, regulation or any other cause beyond its control, such party shall not be responsible or liable to the other party therefore, and the time for performance of obligations hereunder shall be extended for a period of time equal to the duration of the contingency that has occasioned the delay, interruption, or prevention of performance.

12. Termination

(a) Deeth may terminate this agreement for breach by FIRM upon ninety (90) days written notice, where FIRM has not remedied the breach within the notice period.

(b) This agreement may be terminated with immediate effect by a party with written notice to the other if: (i) the other party ceases or threatens to cease to carry on business or is or becomes insolvent within the meaning of the Bankruptcy and Insolvency Act R.S.C. 1985; or (ii) any meeting of creditors of the other party is held (for the purposes of taking formal steps in relation to the liquidation, winding up or administration of the Company) or any arrangement or composition with or for the benefit of its creditors (including any proposal as defined in the Bankruptcy and Insolvency Act, R.S.C. 1985) is proposed or entered into by or in relation to the other party (other than for the purposes of bona fide reconstruction or amalgamation).

(c) Upon termination, FIRM shall remove the IP Software from its computer systems and deliver up or destroy all copies of the IP Software in its possession, including any documentation.

13. Miscellaneous

(a) Both parties agree that the provisions of this Agreement are severable and should any provision be deemed invalid, then only that provision should fail, and the remainder of the Agreement shall be in full force and effect.

(b) This Agreement shall be governed by the laws of the Province of Ontario. Neither the United Nations Convention on the International Sale of Goods nor any legislation implementing the Convention shall apply to this Agreement or the interpretation of this Agreement.

(c) This Agreement constitutes the entire Agreement and understanding between the parties hereto and supersedes all prior understandings and agreements, written or oral, and shall not be modified or altered except by written instrument duly executed by both parties.

(d) All notices under this Agreement shall be given in writing and sent by registered mail, facsimile transmission or delivered by hand with acknowledgement of receipt to the addresses provided on the first page of this agreement, or such other address as set out in a prior notice from recipient.

(e) All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be arbitrated and finally resolved, pursuant to arbitration in Toronto, Ontario, Canada. The language of the arbitration shall be English.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement in the Province of Ontario.

SCHEDULE "A"

1. Description of the IP Software

IP4 version 4.2.xx compiled with Microsoft Visual FoxPro 6.0

2. Platform

Windows XP

3. Installation Date

[Installation date]

4. Software License Agreement

Firm and Deeth entered into a Software License Agreement dated [ ] to govern the rights and obligations of the parties to use the IP Software.

5. License Configuration

At the date of this Agreement, FIRM has the following authorized usage:

1 Database with a Matter Capacity of [record limit]
and User Limit of [user limit] ([ ] Read/Write and [ ] Read-Only)

SCHEDULE "B"

IP4 Support Services and Fees

1. Support Services

Deeth agrees to provide the following Support Services to FIRM during the Term of this Agreement:

(a) Interim releases (Updates) to IP4: Updates in the form of a new executable program file "IP4.exe" will be provided by Deeth to correct, or provide a reasonable work-around in writing for, any error in the Source Code that materially interferes with the operation of the IP Software. Provision of Updates includes the cost of developing the Update and delivering it to FIRM by email or remote access, or making it available on the internet for download; and includes the installation of the Update through remote access where FIRM’s computer system allows remote installation, but does not include installation of the Update by any other method.

(b) Regular technical support by telephone or email: Deeth will accept telephone calls through its office phone number (905-464-1235) and receive email through its business email address (support@deethsoftware.com) and will respond by telephone or email during regular business hours (9:00am to 5:00pm, Monday to Friday, excluding statutory holidays) no later than the 2nd business day after receiving the call or email.

(c) Priority technical support: Deeth will accept urgent requests for technical support through its Priority Email Address (priority@deethsoftware.com). Please mark such messages as high priority in your email software. To ensure prompt receipt of urgent support requests, please also leave a voice message on Deeth's office phone number (905-464-1235). Deeth will respond by telephone or email within 90 minutes for messages received between 8:00am and 6:00pm on regular business days (Monday to Friday, excluding statutory holidays), and by 9:30am on the next regular business day for messages received at any other time. A minimum charge of one half hour at the Consulting Service Hourly Rate set out in Section 4 of this Schedule will apply to each support request received through the Priority Email Address.

(d) Online support: Deeth will provide FIRM with access to the client area of the deethsoftware.com website, which includes a discussion board and technical support area for communicating with other IP4 users and researching previously answered questions.

(e) On Site technical support: Technical support on-site or through remote access: customization, training, consultation, or other technical support provided on-site or through remote access will be provided upon request as follows: for tasks of 2 hours or less, a Deeth representative will address them remotely within 5 business days through remote access (if available), or on-site within 20 business days if remote access is not available; for tasks of more than 2 hours, a timeline for completion will be mutually agreed by the parties’ and a Statement of Work will be executed. The Consulting Service Hourly Rate set out in Section 4 of this Schedule will apply unless otherwise agreed in writing.

2. Escrow Services

(a) Deeth has entered into a multiparty source code escrow arrangement with Lincoln-Parry Associates Inc. (www.softescrow.com) (the "Escrow Agreement") for the deposit of all documentation and training materials required to operate, support and maintain the IP Software, including any and all Updates (collectively, the "Source Code Materials"). Within 90 calendar days following the making of any change, fix, enhancement or other modification to the Source Code, Deeth shall deposit an updated version of the Source Code Materials with the Lincoln-Parry Associates Inc. (the “Escrow Agent”). The Source Code Materials will be maintained by the Escrow Agent in Canada, throughout the term of this Agreement.

(b) Upon payment of the Escrow Fee set out in Section 4 of this Schedule, Deeth will (i) execute such documents as are necessary to make FIRM a beneficiary under the Escrow Agreement, (ii) provide FIRM with copies of the documentation evidencing their registration as beneficiary, and (iii) agree to maintain the Escrow Agreement in good standing for so long as FIRM continues to keep its Escrow Fee payments up to date, subject to replacement of the Escrow Agent on mutual agreement between the parties.

(c) The Escrow Agent will provide annual summaries to beneficiaries of documents deposited in Escrow.

(d) Deeth agrees to use commercially reasonable efforts to assist FIRM in exercising its lawful rights under the Escrow Agreement, if any, and to provide FIRM with a copy of the Escrow Agreement upon request.

3. Term

(a) The Term of the Support Services shall be for [one (1) year/until (date)] unless earlier terminated or renewed.

(b) Where FIRM has paid the Escrow Fee, the term of the Escrow Services shall be the same as the Term of the Support Services.

(c) This Agreement shall automatically renew for additional periods of one year (each a “Renewal Term”) at the end of the Term or any Renewal Term, unless a party provides 30 days written notice to the other party of its intent not to renew prior to the end of such Term or Renewal Term.

(d) Where FIRM decides not to renew either the Support Services or Escrow Services, a Reinstatement Fee will apply to bring FIRM’s version into compliance with future versions of the IP Software and Escrow Agreement, should FIRM ever choose to obtain future Support Services. The Reinstatement Fee is equivalent to the Support Fees due during the period of time the Support Services were not provided, unless otherwise mutually agreed by both parties. The Reinstatement Fee represents Deeth’s cost to bring FIRM’s version of the IP Software up to date with current Upgrades and Updates. All Reinstatement Fees are due in advance of any Support Services being offered.

4. Fees

[Insert sections 6 to 9 of the Current IP4 Fee Schedule]

SCHEDULE "C"

Statement of Work (example terms)

The following Customization Services will be provided under terms and conditions in the Support and Maintenance Agreement between Deeth and FIRM dated [date] (“Support and Maintenance Agreement”)

1. Definitions

The following capitalized terms shall be defined throughout this Statement of Work:

(a) “Acceptance” means either deemed acceptance of the Deliverable in accordance with Clause 4 or actual acceptance in accordance with the Acceptance Test;

(b) “Acceptance Tests” means those tests as shall be agreed between the parties as shall be set out in this Statement of Work in order to determine the material compliance of the Deliverables with the Specifications;

(c) “Customization Fees” means the fees as set forth in Section 6.

(d) “Defect” means in the case of any Deliverable, that the Deliverable does not comply in all material respects with its Specifications;

(e) “Deliverable” means the customized software identified in Section 2 of this Statement of Work, or any component thereof;

(f) “Documentation” means all materials (other than source materials), whether in tangible or electronic form, that are reasonably necessary for the user of the Deliverables to understand the functions and features of the Deliverables and be able to properly use the Deliverables;

(g) “Specifications” means the functional, performance and other specifications applicable to the Deliverables, as set out in the Documentation and/or in Section 3 of this Statement of Work as applicable, each as may be amended from time to time in accordance with the provisions hereof;

(h) “Support and Maintenance Agreement” means the Support and Maintenance Agreement between FIRM and Deeth to which this Statement of Work is attached or as noted above.

2. Deliverables

[Description of custom code]

3. Specifications

The Deliverables shall function in accordance with the Documentation and such other performance standards as agreed to by the parties in writing [, including … add list of any special functionality or cite any project description documents].

4. Development Schedule

[Time line]

5. Delivery and Acceptance

(a) Deeth shall deliver the Custom Software to FIRM according to the development schedule. Delivery shall be deemed to take place either when the Deliverable is available for download at Deeth’s website, or a storage device bearing the Deliverable is received at FIRM’s premises. All sums payable on delivery of the Deliverables as set out at in Section 6, if any, shall be due 30 days from receipt an invoice.

(b) Following Delivery, Acceptance of a Deliverable shall be deemed to take place either: (i) thirty (30) business days following delivery of the Deliverables, unless FIRM notifies Deeth in writing that the Deliverables have not passed the Acceptance Test; (ii) on the date Deeth receives written notification from FIRM that the Deliverable has been Accepted; or (iii) on the date FIRM first uses the Deliverable, before concluding (or commencing) the Acceptance Tests, in a live environment for purposes otherwise than for testing purposes.

(c) FIRM shall have up to thirty business days from the receipt of the initial release of any Deliverable to determine if that Release performs in accordance with the agreed upon Specifications. FIRM shall provide Deeth with a written acceptance report detailing any deficiencies including descriptions of the deficiencies, and the steps required to reproduce them. This process will be repeated for subsequent releases as necessary until the Deliverable is Accepted.

(d) If a Deliverable is not Accepted within ninety (90) days from Delivery, either party may terminate Customization Service, in which event FIRM will return all Deliverables to Deeth and Deeth will refund Customization Fees to FIRM. This will be Deeth’s sole liability with respect to rejected Deliverables.

6. Customization Fees and Payment Milestones

[Fees]