EULA for IV Report (2nd Ed.)

EULA Version 2.0 Confidential

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END-USER LICENSE AGREEMENT FOR THE INTELLECTUAL VENTURES IP PORTFOLIO REPORT (VERSIONS 1.0 & 2.0)

IMPORTANT - READ CAREFULLY: The following Agreement is a legal agreement between You and Avancept LLC. This Agreement is valid and grants You rights ONLY if You have obtained the Report legitimately and only for so long as You adhere to the terms of the Agreement. If You suspect that Your copy of the Report may not have been legitimately obtained, then You are requested to contact Avancept directly so that legitimacy of your copy of the Report may be verified. YOU MUST AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND TENDER PAYMENT FOR THE REPORT LICENSE BEFORE YOU ARE ENTITLED TO RECEIVE A COPY OF THE REPORT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT OBTAIN, RECEIVE, OR USE THE REPORT. THIS LICENSE AGREEMENT (the Agreement) is made and entered into as of __________ (Effective Date) by ___________________ (Licensee), having an address at: ____________ _ ____________________, and Avancept LLC (Avancept), having a place of business at 5722 E. 110th Street, Tulsa, OK 74137 USA.

WHEREAS, Avancept offers to license a report (the Report) describing the intellectual property portfolio of a company called Intellectual Ventures LLC to persons who agree to make Permissible Use of the Report.

WHEREAS, Licensee desires a license to the Report from Avancept to make only Permissible Use of the Report; and

WHEREAS, Avancept and Licensee and agree that Avancepts ability to offer the Report to the public depends upon all Parties using the Report only for Permissible Uses and not for any Impermissible Uses.

NOW, THEREFORE, in consideration of the above promises and the mutual covenants contained herein and other good and valuable consideration, the parties hereto hereby agree as follows. 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Definitions. In addition to the other capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:

1.1.1 Derivative Works are revisions, improvements, alterations, adaptations, modifications, translations, abridgments, expansions, or other forms of the Report made by any party. See, also, Permissible Reports hereinbelow.

1.1.2 Effective Date means the date on which this Agreement has been signed by both Licensee and Avancept using an Execution Method. Additional evidence for determining the Effective Date shall include the date upon which the Licensee receives the Report from Avancept and/or the date upon which the Licensee pays the Licensing Fee.

1.1.3 Execution Method means the method by which the Licensee accepts this Agreement. The Licensee may return a signed copy of this Agreement to Avancept. In such


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cases, Avancept will then mail, or otherwise provide, a copy of the Report to the Licensee, provided the Licensee has also tendered the Licensing Fee. On-line transactions may require the Licensee to indicate acceptance of this Agreement by means other than by signature. In an on-line transaction, the Licensee will indicate acceptance of the Agreement by causing a computing system to insert a unique transaction code into this Agreement. This transaction code will stand in place of the Licensees signature and indicate acceptance and adherence to the terms and conditions set forth herein. Avancept will forward a copy of this Agreement and the transaction code to the Licensee at the electronic mail address provided by the Licensee. Licensees acceptance of this Agreement may also be shown by the Licensees behavior, such as by accepting a copy of the Report and by completion of the licensing process.

1.1.4 Impermissible Uses means uses, actions, and activities involving the Report that are not Permissible Uses, and such impermissible actions are outside the scope of the license granted herein, placing the Licensee in breach of the Agreement, causing immediate forfeiture of the license provided herein, and creating a strong risk of legal action. Impermissible Uses include but are not limited to: selling, offering to sell, re-selling, licensing, trading, loaning, lending, showing, sharing, bartering, forwarding, wagering, donating, giving away, abandoning, or otherwise transferring the Licensees copy of the Report to a third party. The Licensee may not produce or develop a smaller version of the Report or create a superset of the Report (e.g., The Report plus 50 more patents). Thus, the Licensee agrees to forego any activity involving the Report except for those specifically enumerated as Permissible Uses. The Licensee may not make copies of the Report for any other party, including clients, co-workers, and business partners But please note that site licenses of the Report are available. The Licensee agrees to provide his best efforts to safeguard the Report from theft, disclosure or unauthorized reproduction. The Licensee agrees to notify Avancept immediately upon the occurrence or suspected occurrence of a theft or unauthorized reproduction of the Report. The Licensees failure to timely notify Avancept of such unauthorized reproduction or theft will render Licensee liable for all damages incurred. If Licensee has clients, the Licensees clients are welcomed and encouraged to purchase their own copy of the Report.

1.1.5 Licensee means the person who agrees to be bound by this Agreement, pay the licensing fee for the Report, and use the Report for Permissible Uses ONLY.

1.1.6 Licensing Fee means the license fee paid by Licensee for the Report. 1.1.7 Permissible Reports means documents produced by the Licensee using

information from the Report that satisfies all of the following criteria: (1) having a confidentiality requirement no less than that required of the Report herein, (2) non-public and not offered in any way to the public, (3) prepared for internal purposes only or prepared as a further study for a specific third-party client, (4) does not represent a competitive product to the Report or other products provided by Avancept LLC, and (5) bears the legend: Original data obtained from Avancept LLC in a font no smaller than the font used in the body of the document. Any report prepared by Licensee that does not satisfy all five criteria is an Impermissible Use. By way of example, a Permissible Report could be an analysis of a group of patents described in the Report for a third-party client. As noted, a Permissible Report must not compete against the Report. By way of example, an Impermissible Use would be a document, even one for internal purposes, that avoids obtaining a license to a further Report. By way of further example, any document prepared by Licensee that lists more than 25 transactions or more than 200 patents


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would be per se Impermissible Use unless Licensee also obtained a license to the Report for all recipients of such a document.

1.1.8 Permissible Uses means the uses to which the Licensee may use the Report without being in breach of the Agreement and forfeiture of the license grant herein. Licensees may study the Report and may investigate further the information included in the Report, e.g., a detailed study of a specific patent or group of patents included in the Report. The Licensee is welcome to study the patents and other information included in the Report. The Licensee is welcome to conduct his own investigation to satisfy himself of the accuracy of the Report. The Licensee is welcome to prepare Permissible Reports. But the Licensee may not forward the Report, or a subset of the Report, to any Party. The Licensee must purchase a license to the Report for any third party who would need to review the Report in order to understand the Licensees own report (see, Permissible Reports above). Likewise, the Licensee may not enter into the business of selling or giving away copies of the Report or an otherwise Permissible Report to the general public. Permissible Use also pertains to the number of copies that the Licensee may maintain. The Licensee may install, use, access, display and run one copy of the Report. Should Licensee accidentally lose Licensees copy of the Report, Licensee may contact Avancept for another copy of the Report. Licensee may print only one copy of the Report.

1.1.9 Report means The Intellectual Ventures IP Portfolio in the United States (First Edition) and/or The Intellectual Ventures IP Portfolio in the United States (Second Edition). The First Edition, completed in July 2007, describes aspects of the intellectual property portfolio of a company located in Bellevue, Washington doing business as Intellectual Ventures, LLC. The Second Edition, completed in January 2010, supplements and updates the information provided in the First Edition. The Report, regardless of its edition, and all copies of it are owned by Avancept LLC.

1.2 Rules of Construction. The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neutral forms. The words include, includes, and including shall be deemed to be followed by the phrase without limitation unless the context shall require otherwise. The words herein, hereof, and hereunder and words of similar import refer to the Agreement in its entirety and not to any part hereof unless the context shall require otherwise. All references herein to Articles and Sections shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require. 2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions herein, Avancept grants Licensee a non-exclusive license to the Licensee to possess a single copy of the Report for the sole purpose of using the Report for Permissible Uses. Avancepts grant extends only to Licensees who have executed this Agreement and tendered payment of the Licensing Fee. 2.2 No Report Modifications. The Licensee has absolutely no right to change, modify, or amend the Report, produce a shorter version of the Report, or produce a


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longer version of the Report. The Licensee may make only Permissible Use of the Report. The Licensee has no right to produce Derivative Works of the Report. 2.3 Reservation of Rights. The Licensee shall not exceed the scope of the limited license granted in this Section 2.0. The Report is protected by copyright and other intellectual property laws and treaties. The Report is owned by Avancept LLC, and the Parties herein agree that Avancept maintains ownership of the Report and its intellectual property, however arising, and, nothing in this Agreement shall be construed as granting Licensee any assignment or other rights in or to Avancepts intellectual property, and any and all implied licenses are hereby disclaimed. The Report is licensed, not sold.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

Licensee represents, warrants, and covenants to Avancept that: 3.1 Licensee has all requisite legal right, power and authority to execute, deliver and

perform this Agreement. For example, Licensee is over 21 years of age and not otherwise under any legal disability or contractual obligation that would prohibit him/her from entering into this Agreement.

3.2 LICENSEE WILL NOT RELY SOLELY UPON THIS REPORT FOR ANY PURPOSE. THE LICENSEE WILL CONDUCT HIS/HER OWN INVESTIGATION OF THE REPORTS CONTENTS AS NECESSARY. LICENSEE ACKNOWLEDGES THAT THE REPORT HAS NOT BEEN PREPARED WITH THE INTENT OF PROVIDING A DEFINITIVE LIST OF THE PORTFOLIO HELD BY THE SUBJECT OF THE REPORT.

3.3 LICENSEE WILL NOT SELL, OFFER TO SELL, RESELL, LICENSE, TRADE, LOAN, LEND, SHARE, BARTER, FORWARD, WAGER, DONATE, GIVE AWAY, ABANDON, OR OTHERWISE TRANSFER THE REPORT TO ANOTHER PARTY.

3.4 LICENSEE WILL MAKE ONLY PERMISSIBLE USE OF THE REPORT AND WILL NOT MAKE IMPERMISSIBLE USE OF THE REPORT.

3.5 LICENSEE WILL NOT PRODUCE DERIVATIVE WORKS OF THE REPORT. Licensee will produce only Permissible Reports, if at all, and all such produced Permissible Reports will satisfy all the criteria provided for such reports as set forth hereinabove.

3.6 Licensee will not assist any third party in any activities related to the Report, unless such activities are so ordered by a court of competent jurisdiction or other government authority, or as otherwise required by applicable law. If licensee receives a request from a court of competent jurisdiction or other government authority, prior to disclosure of the Report, Licensee will first obtain a protective order, or other similar restriction, to keep the Report limited to the attorneys and court or government officials involved, and otherwise avoid public disclosure of and access to the Report. Licensee will promptly notify Avancept of all such requests for assistance from third parties regarding the Report.


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3.7 Licensee will use its best efforts to protect the Report from theft or unauthorized disclosure. Licensee will notify Avancept within 48 hours of any theft or suspected unauthorized disclosure and will cooperate fully with Avancept in investigating such theft or unauthorized disclosure.

3.8 Licensee will not alter the Report to remove or obscure any security information that has been placed on the Report.

3.9 Licensee will destroy the Report when its use is no longer required. 3.10 Licensee is not an employee of Intellectual Ventures or any of its affiliates or

affiliated companies. (The Report is licensable to IV and related entities but not by this Agreement. Please contact Avancept.)

3.11 Licensee accepts and agrees that in an on-line transaction, Licensee will indicate acceptance of this Agreement by causing a computing system to insert a unique transaction code into this Agreement. Licensee accepts and agrees that this transaction code will stand in place of the Licensees signature and indicate acceptance and adherence to the terms and conditions set forth herein. Licensee agrees that acceptance of this Agreement may also be shown by the Licensees behavior, such as by accepting a copy of the Report and by completion of the licensing process. Licensee understands that Licensee may indicate acceptance of this Agreement by returning a signed copy of this Agreement to Avancept. However, in such cases, the Licensee will not receive a copy of the Report until Avancept receives the executed Agreement and the Licensing Fee. (Please contact Avancept in order to obtain a copy of this Agreement by mail.)

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF AVANCEPT

Avancept represents, warrants and covenants to Licensee that: 4.1 Avancept have all requisite legal right, power and authority to execute, deliver

and perform this Agreement. 4.2 To Avancepts knowledge, the Report has been prepared using publicly available

information and is a representation of a subset of the portfolio held by the subject matter of the Report. NO WARRANTY OR REPRESENTATION IS GIVEN AS TO THE ACCURACY OF THE REPORT AND ANY SUCH EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IS HEREBY SPECIFICALLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

4.3 LIMITED WARRANTY. AVANCEPT WARRANTS THAT LICENSEE HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO PHYSICAL DEFECTS DISCOVERED IN THE PHYSICAL MEDIA OF THE REPORT ITSELF DURING THE LICENSEES FIRST NINETY (90) DAYS OF POSSESSING THE REPORT. AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. LICENSEES EXCLUSIVE REMEDY: AVANCEPT ENTIRE LIABILITY AND LICENSEES EXCLUSIVE REMEDY FOR ANY BREACH OF THIS LIMITED WARRANTY OR FOR ANY OTHER BREACH OF THIS


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AGREEMENT OR FOR ANY OTHER LIABILITY RELATING TO THE REPORT SHALL BE, AT AVANCEPTS OPTION FROM TIME TO TIME EXERCISED SUBJECT TO APPLICABLE LAW, (A) RETURN OF THE AMOUNT PAID FOR THE REPORT IN ACCORDANCE WITH AVANCEPTS RETURN POLICIES, OR (B) REPAIR OR REPLACEMENT OF THE REPORT THAT DOES NOT MEET THIS LIMITED WARRANTY AND THAT IS RETURNED TO AVANCEPT WITH A COPY OF THIS LICENSE AGREEMENT. LICENSEE WILL RECEIVE THE REMEDY ELECTED BY AVANCEPT WITHOUT CHARGE. THIS LIMITED WARRANTY IS VOID IF FAILURE OF THE REPORTS PHYSICAL MEDIA HAS RESULTED FROM ACCIDENT, ABUSE, MISAPPLICATION, ABNORMAL USE OR A VIRUS. ANY REPLACEMENT REPORT WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL WARRANTY PERIOD OR THIRTY (30) DAYS, WHICHEVER IS LONGER, AND AVANCEPT WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE LICENSEES REMEDY WITHIN A COMMERCIALLY REASONABLE TIME.

4.4 DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS IN SECTION 4.3 ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO LICENSEE AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES OR SIMILAR OBLIGATIONS (IF ANY) CREATED BY ANY ADVERTISING, DOCUMENTATION, PACKAGING, OR OTHER COMMUNICATIONS. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, AVANCEPT DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 4.3 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVANCEPT PROVIDES THE REPORT AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE REPORT. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE REPORT. 5. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 Exclusion of Other Warranties. Other than the expressed warranties of Sections 3 and 4 there are no other warranties, expressed or implied. AS STATED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REPORT IS PROVIDED AS IS AND WITH ALL FAULTS. ALL OTHER DISCLAIMERS, LIMITATION OF DAMAGES, AND SPECIAL PROVISIONS PROVIDED HEREIN SHALL APPLY TO THE REPORT.


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6. INJUNCTIVE RELIEF; ATTORNEYS FEES The Parties agree and acknowledge that any breach by Licensee, or any other

misappropriation or misuse by the Licensee, such as Licensees Impermissible Use or creation of Derivative Works, would cause Avancept injury for which monetary damages would not be an adequate remedy. Accordingly, in the event of such a breach or threatened breach, the injured party shall be entitled to apply for injunctive relief in any court of competent jurisdiction, without bond, without prejudice to the other remedies available to such party for such breach or threatened breach. In the event that the Licensee breaches the covenants set forth in Section 3, the non-breaching party shall be entitled to recover the reasonable attorneys fees incurred by such non-breaching party in the defense of any litigation brought in breach of such covenant in the event that such non-breaching party is the prevailing party in such litigation. 7. TERM AND TERMINATION 7.1 Term. This Agreement shall become effective as of the Effective Date and remain in

effect perpetually after the Effective Date unless earlier terminated pursuant to Section 7.2.

7.2 Termination Events. This Agreement may not be terminated for any reason by any Party, except: (a) upon the mutual written agreement of the Parties. (b) immediately upon Licensees Impermissible Use or creation of a Derivative

Work. In such event, Licensee must destroy all copies of the Report and any Derivative Works produced.

(c) immediately upon Licensees attempt to provide unauthorized access to or distribution of the Report to any third party. In such event, Licensee must destroy all copies of the Report.

(d) IMMEDIATELY UPON LICENSEES OFFERING TO SELL, LICENSE, GIVE AWAY, OR OTHERWISE PROVIDE A REPORT OF ANY KIND (AN IMPERMISSIBLE REPORT) ABOUT INTELLECTUAL VENTURES TO THE GENERAL PUBLIC. IN SUCH EVENT, LICENSEE MUST DESTROY ALL COPIES OF BOTH THE REPORT AND THE IMPERMISSIBLE REPORT.

(e) immediately upon Licensees selling, offer to sell, resell, license, trade, loan, lend, share, barter, forward, wager, donate, give away, abandon, or otherwise provide a list of Intellectual Ventures patents to any party. In such event, Licensee must destroy all copies of the Report.

(f) without prejudice to any other rights, Avancept may terminate this Agreement immediately if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Report.

(g) immediately upon order from a court of competent jurisdiction. In such event, Licensee must destroy all copies of the Report or otherwise follow the orders made by such court.


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7.3 Survival. Upon the termination or expiration of this Agreement for any reason, all

licenses and rights granted to Licensee and obligations of Avancept under this Agreement shall immediately cease. Sections 3, 4.3, 4.4, 6, 9, 10 and this Section 7.3 shall survive any termination of this Agreement.

8. PRIVACY NOTICE. Avancept will collect the names and identities of all Licensees.

Each copy of the Report will be tailored for each Licensee and include unique security features. Having the precise identity of the Licensee is needed in order to protect against unauthorized and unlawful distribution of the Report. LICENSEE AGREES TO HAVE THE REPORT TAILORED TO INCLUDE LICENSEES NAME. Licensee agrees that Avancept may use the Licensees identity in order to contact the Licensee about other products and services that may be of interest to the Licensee. The Licensee may opt out of such solicitations by contacting Avancept and asking to be removed from any mailing list.

9. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING UNDER THIS AGREEMENT ITSELF, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE; EXCLUDED FROM THIS LIMITATION ARE ANY AND ALL DAMAGES ARISING FROM IMPERMISSIBLE USE OR FROM THE CREATION OF DERIVATIVE WORKS. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, INFRINGEMENT, AND OTHER TORTS, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF SAVINGS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE REPORT OR OTHER LOSS; EXCLUDED FROM THIS LIMITATION ARE ANY AND ALL CAUSES OF ACTION RELATED TO IMPERMISSIBLE USE OR THE CREATION OF DERIVATIVE WORKS. THE ENTIRE LIABILITY OF AVANCEPT UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE REPORT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. MOREOVER, AVANCEPT RESERVES THE RIGHT TO DISCONTINUE SALE AND SUPPORT OF THE REPORT AT ANY TIME AND WITHOUT NOTICE. 10. MISCELLANEOUS PROVISIONS 10.1 Assignment and Binding Effect. Neither Party may assign any rights or delegate any

duties under this Agreement to any third party, without the prior written consent of the other Party hereto, and any attempted assignment without such consent shall be null and void. Notwithstanding the foregoing, Avancept may assign its rights or delegate its duties under this Agreement in whole or in part to (i) an acquiror of all or substantially all of the equity or assets of the business of such party to which this Agreement relates or (ii) the surviving entity in any merger, consolidation, equity exchange or reorganization


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involving such party or (iii) an acquirer of all or substantially all the rights to the IV Report. All license rights and covenants contained herein shall be binding on any successors-in-interest or assigns thereof. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their successors and permitted assigns.

10.2 Relationship. Nothing in this Agreement shall be considered to create a principal agent relationship, partnership, employer-employee relationship or joint venture. Neither Party shall incur any debts or make any commitments for the other.

10.3 Entire Agreement; Modifications; Waiver. This Agreement constitutes and contains the entire agreement between the Parties, and supersedes any and all prior agreements, representations, negotiations, conversations, correspondence, understandings, and letters, whether oral or written, of any kind or nature, respecting the subject matter hereof. This Agreement may be amended, or modified or one or more provisions hereof waived, only by a written instrument signed by the Parties. No delay or omission by either Party in exercising any right or power arising from any breach by the other Party shall be construed as a waiver of such breach, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right or power arising from any breach by a Party. No waiver of any breach of any provision shall be construed to be a waiver of or consent to any previous or subsequent breach of the same or any other provision.

10.4 Severability. To the extent that any term or condition of this Agreement is held to be invalid, illegal or otherwise unenforceable by a court or arbitrator(s) of competent jurisdiction under applicable law, then such term or condition shall be deemed amended only to the minimum extent necessary to render such term or condition enforceable under applicable law, preserving to the fullest extent possible the intent and agreements of the parties set forth herein, and the remaining terms and conditions of this Agreement shall in no way be affected or impaired thereby. In the event that such term or condition cannot be so amended as to be enforceable under applicable law, then such term or condition shall be deemed excluded from this Agreement and the other terms or conditions hereof shall remain in full force and effect as if such unenforceable term or condition had not been included herein.

10.5 Notices. Except where otherwise specified herein, all notices required or permitted to be given hereunder shall be in writing and shall be delivered (i) by hand, (ii) by prepaid, internationally-recognized, overnight air courier, or (iii) by confirmed electronic copy (provided that such notice is preceded by either of (i) (ii) above). Certain informational notices may be provided by electronic mail, such as providing the Licensee with the transaction code for this Agreement. All notices shall be addressed as follows:

If to Avancept: Avancept LLC 5722 E. 110th Street Tulsa, Oklahoma USA 74137 Attention: Legal Department


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If to Licensee: ________________________ ________________________ ________________________ ________________________ ________________________

10.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

10.7 Arbitration. If the Parties are unable to resolve any dispute, controversy or claim arising out of or relating to the terms and conditions of this Agreement, or the performance thereof, any Party may make a written demand to the other Party for formal dispute resolution pursuant to the JAMS Comprehensive Arbitration Rules and Procedures and Optional Appeal Procedure (Rules), which shall constitute the exclusive forum for the adjudication of all disputes arising hereunder (except for the right of either party to seek preliminary relief from a court to avoid irreparable injury pending the outcome of an arbitration). If the Parties agree on one independent arbitrator, such arbitrator will conduct the arbitration. If any Party fails to select an arbitrator within sixty (60) days after notice of such failure from any other Party or JAMS, then JAMS will appoint such arbitrator. The selected arbitrator shall have at least 10 (ten) years of licensing-related experience, and preferably some knowledge of the intellectual property reports business. The arbitration hearing will be held in the County of San Francisco, State of California unless another location is agreed to by the Parties. The arbitrator may modify JAMS rules as procedures, as necessary, in order to comply with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, also known as the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The costs of the arbitration, excluding attorneys fees and expert witness fees, will be paid by the losing Party. Each Party shall bear its own attorneys fees, litigation costs and expenses of any kind in the arbitration; provided, however, that either Party may seek the award of, and the arbitrators have the power to award, specific performance, other equitable relief, compensatory damages and other out-of-pocket costs and expenses. Subject to the Optional Appeal Procedure, the award of the arbitrators will be final and binding upon the Parties and any of the Parties may enforce it in accordance with Section 10.8. The Parties further agree that the provisions of this Section 10.7 may be enforced by any of the Parties in accordance with Section 10.8.

10.8 Jurisdiction and Venue. Any action or proceeding between the parties hereunder, including enforcing any award of the arbitrators pursuant to Section 10.7 or the provisions set forth in Section 10.7, and any action for preliminary relief, shall be brought exclusively in the courts of San Francisco, California. The Parties consent specifically to the personal jurisdiction of such California courts and irrevocably waive their right to contest venue in any such courts. Nothing in this Agreement shall limit or prevent a party from enforcing an arbitration award under this Agreement in any other court of competent jurisdiction. Jurisdiction and venue for any actions instituted to prevent unauthorized or illegal copyright infringement, Impermissible Use, or Derivative Works will be the courts of San Francisco, Calif., and the Parties consent specifically to personal jurisdiction of such courts and irrevocably waive their right to contest venue in any such courts.


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10.9 Trademarks. This Agreement does not grant Licensee any rights in connection with any trademarks or service marks of Avancept or any other party.

10.10 Compliance with Laws. Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Parties hereto shall be subject to all laws, regulations, orders, directions or requests of any governmental authority having jurisdiction over the Parties hereto.

10.11 Headings. The headings and captions are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

10.12 No Additional Representations. Each of the Parties has entered into this agreement based on its own investigation of the facts and circumstances and its own business judgment. Neither Party has relied upon any representation of the other Party in entering this Agreement except for those expressly set forth herein. Each of the Parties expressly waives and disclaims any representation made prior to the date of this Agreement by it or any other Party.

10.13 Construction and Voluntary Execution. Regardless of which Party may have drafted this Agreement or any part thereof, no rule of strict construction shall be applied against either Party. This Agreement is executed voluntarily be each of the Parties hereto without any duress or undue influence on the part of any of them. The Parties acknowledge that they have read and fully understand the provisions of the Agreement and have relied on the advice and representation of legal counsel of their own choosing.

10.14 Counterparts and Execution Method. This Agreement may be executed in one or more counterparts, by facsimile transmission, and by on-line transmission, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. In an on-line transmission, the Execution Method may require the Licensee to indicate his acceptance of the Agreement by means other than by signature, such as by causing a computing system to insert a unique transaction code that will be inserted into this Agreement. Avancept will forward this transaction code to the Licensee, such as to the electronic mail address provided by the Licensee. Licensees acceptance of this Agreement may also be shown by the Licensees behavior, such as by accepting a copy of the Report and by completion of the licensing process.

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IN WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute this Agreement as of the Effective Date. AVANCEPT LLC: By: _____________________________ Name: _____________________________x Title: _____________________________X Date: _____________________________

LICENSEE: By: _____________________________ Name: _____________________________x Title: _____________________________X E-mail: _____________________________X Date: _____________________________

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EULA for IV Report (2nd Ed.)