Below is our standard software license agreement for IP4. If you are interested in licensing IP4 under other terms or conditions, please contact us. We are always willing to be flexible and open to your suggestions. Please email us if you would like to receive a copy of the license agreement in PDF or Word format.

Software License 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 desires a perpetual non-exclusive license from Deeth which will allow it to use the IP Software as set out herein.

C. FIRM may obtain support, maintain, and customize services from Deeth under the terms of a separate Support and Maintenance Agreement.

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

1. Grant of License

On the terms and subject to the conditions set forth in this Agreement, Deeth grants to FIRM, a non-exclusive, perpetual, royalty-free license to use the IP Software for internal purposes only on the central processing units (CPUs), servers or network workstations owned by Firm subject to the number of separate Databases (Database Licenses), User Limits (Read/Write or Read-Only) and Matter Capacity set out in Schedule "A" or as otherwise increased by FIRM pursuant to Schedule "B" of this Agreement; and to reproduce the IP Software solely for such use and for backup purposes The licenses granted hereunder shall not be deemed to authorize FIRM to change or modify the IP Software in any way, or to lease, rent, sublicense or otherwise authorize third parties to use the IP Software except as explicitly set out in this Agreement. Deeth retains all rights not expressly granted in this Agreement.

2. Title

Deeth shall retain all right, title and interest in the IP Software including, without limitation, the intellectual property rights such as copyright, subject to the right of FIRM to use the software as granted in this Agreement. FIRM shall not allow the IP Software or this Agreement to be subject to any claims, liens, or encumbrances.

3. 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 upon 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.

4. License Fee

FIRM agrees to pay Deeth the License Fee specified in Schedule "A" based upon the number of Databases, User Limit and Matter Capacity set out therein. In the event that FIRM wishes at any time to increase the number of Databases, the User Limit and/or Matter Capacity, it shall notify Deeth in advance and pay Deeth the additional fees calculated in accordance with Schedule "B".

5. Delivery

Deeth has delivered and installed the IP Software at the offices of FIRM on the Installation Date specified in Schedule "A", and FIRM has accepted delivery of the IP Software.

6. Source Code

(a) Deeth has entered into a multiparty source code escrow arrangement with Lincoln-Parry Associates Inc. (http://www.softescrow.com) (the "Escrow Agreement") for the deposit of the complete source code written by Deeth to produce the IP Software licensed to FIRM (the "Source Code"), and all documentation and training materials required to operate, support and maintain the IP Software, including any updates or corrections created by Deeth from time to time (collectively, the "Source Code Materials"). FIRM may choose to benefit from this Escrow Agreement under the terms of Deeth’s Support and Maintenance Agreement.

(b) If FIRM requests an entitlement under the Escrow Agreement, FIRM shall pay the related costs set out in the Support and Maintenance Agreement.

(c) FIRM agrees to use reasonable diligence to ensure that any Source Code Materials that come into its possession 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 and exclusive use.

7. Training and First Year Service

(a) The parties agree that Deeth will only provide support, training, maintenance and customization services pursuant to a separate written agreement to be executed between the parties. For technical support in the first year following the Installation Date, FIRM agrees to pay Deeth at the Hourly Rate for Additional Services specified in Schedule "B", unless otherwise mutually agreed by both parties.

(b) Deeth shall make minor updates to the IP Software available to FIRM at no further charge for one year following the Installation Date.

(c) Future upgrades or enhancements to the IP Software may be arranged to be provided by Deeth to FIRM on the terms and conditions set forth in Deeth’s Support and Maintenance Agreement.

(d) Deeth agrees to correct, or provide a reasonable work-around in writing for, any error in the Source Code that interferes with the operation of the IP Software, at its own expense, as soon as possible after written notification from FIRM, for one year following the Installation Date.

8. Duties of FIRM

(a) FIRM shall be responsible for paying any taxes, duties, or other governmental charges on amounts, without deduction from the amounts, payable under this Agreement.

(b) FIRM acknowledges that the IP Software and Source Code constitute a valuable asset and trade secret of Deeth, and FIRM further acknowledges that Deeth has an exclusive proprietary right and interest in and to the IP Software, Source Code, and any document relating to the IP Software, subject to the rights granted to FIRM in this Agreement. FIRM agrees to hold the IP Software and Source Code in confidence, with the same degree of security as it uses for its own confidential information.

(c) FIRM agrees that it shall use the IP Software and Source Code only in the course of carrying on its own professional activities.

(d) FIRM agrees not to provide or otherwise make available any written materials, Source Code, or other information relating to the IP Software in any form to any person other than its own employees, partners, or consultants, except with the prior consent of Deeth, or as provided in this Agreement.

(e) FIRM agrees not to reverse engineer or decompile the IP Software.

(f) FIRM acknowledges that Deeth shall not be responsible for correcting any errors in, or arising from, modifications to the IP Software made by any party other than Deeth.

9. Confidentiality

Deeth recognizes that all information about FIRM's financial affairs, business plans, the clients or companies with whom they do business are strictly confidential and shall not be disclosed or used by Deeth without the express written consent of FIRM. FIRM agrees that Deeth may use FIRM’s name and letterhead logo on Deeth’s client list for the IP Software, and Deeth may publish this list on the internet provided that FIRM has had an opportunity to review and approve the correctness of the name and logo. Deeth agrees that this consent may be withdrawn by FIRM at any time by notice in writing.

10. Indemnity

(a) Deeth agrees to hold FIRM harmless from any patent or copyright infringement or trade secret misappropriation arising out of FIRM's use of the IP Software, provided that Deeth is notified promptly in writing and given complete authority and information required to defend any action resulting therefrom, and provided that such allegation of infringement does not arise from a modification to the IP Software made by someone other than Deeth. Unless permitted by Deeth, FIRM shall not make any admissions which may be prejudicial to the defense or settlement of any claim, demand or action for infringement or alleged infringement of any intellectual property right by Deeth.

(b) FIRM agrees that this indemnity shall cease to be valid where FIRM has continued to use the allegedly infringing IP Software after the date on which (i) Deeth provides FIRM with an Update replacing the allegedly infringing IP Software with a substantially similar version or (ii) Deeth refunds all Fees paid by FIRM for use of the IP Software in the previous 12 months.

11. 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 license fees paid by FIRM for the IP Software. 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.

12. 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.

13. 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.

14. 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.