Codetelligence, Inc. has independently produced or obtained license rights in certain software programs which analyze data and create code (“Code”) for the purpose of configuring the operation of computers with peripheral devices.

Licensee desires to obtain the license identified below (the “License”) in the Codetelligence program (the “Program”) identified below, and in the Code generated hereunder.

Codetelligence is willing to grant such License to Licensee subject to the terms and provisions set forth herein and in the attached License Terms.

Program:

· CodePalette™ for Windows® CE;

License: Subject to the terms and conditions of this Agreement and provided that Licensee is not in breach hereof and has paid all amounts, if any, payable hereunder, Codetelligence hereby grants Licensee a non-exclusive, nontransferable, worldwide License as indicated below:

• Paid License. The Program delivered under the Paid License is the complete Program, including all functionality. Upon payment of the License Fee, Licensee shall receive a Key which allows Licensee to install and enable the Program. Licensee shall have a limited right to (a) download the Program and use the Key to download the Installation Program and enable the Program; (b) use the Program solely for Licensee’s own internal use in connection with generating Code for Licensee’s own products; (c) modify and create derivatives of such Code as necessary for use with Licensee’s products; and (d) distribute the Code as necessary in connection with distribution of Licensee’s products. Codetelligence warrants that, under normal use and operation, the Program will perform substantially as provided in the documentation for a period of thirty (30) days after the Effective Date. This warranty is void in the event the Program has been subjected to damage or abuse, or if Licensee modifies the Program, operates the Program in a manner other than that established in Codetelligence’s documentation or otherwise instructed by Codetelligence, or if Licensee is in breach of any provision of this Agreement. For a sixty (60) day period after the Effective Date, Codetelligence agrees to (e) provide reasonable email support to Licensee for the Program during Codetelligence’s regular business hours and subject to availability of Codetelligence resources and personnel; and (f) to deliver to Licensee upgrades to the Program, if any, distributed by Codetelligence in such period, provided that Codetelligence shall have no obligation to create or develop any such upgrades at any time. Licensee may obtain support and maintenance services for the Program thereafter subject to Codetelligence’s written agreement, and payment of applicable fees.
  
• Freeware Evaluation License. The Program delivered under the Freeware Evaluation License does not provide full functionality, and contains portions of the Program only, in source and/or object code form. Licensee shall have a limited right to (a) download, install and use the Program for Licensee’s own internal use in connection with generating Code for Licensee’s own products; (b) to modify and create derivatives of such Code as necessary for use with Licensee’s products; and (c) to distribute the Code as necessary in connection with distribution of Licensee’s products. Codetelligence does not provide, and Licensee is not entitled to, any support for the Program under the Demonstration License. THE PROGRAM IS PROVIDED "AS IS" UNDER THE DEMONSTRATION LICENSE, WITHOUT WARRANTY OF ANY KIND.

BY CLICKING ON THE "I AGREE" BUTTON BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE LICENSE TERMS, AND AGREES TO BE BOUND THEREBY. IF LICENSEE DOES NOT AGREE TO THESE TERMS, CODETELLIGENCE IS UNWILLING TO LICENSE THE PROGRAM AND LICENSEE SHOULD CLICK ON THE "I DO NOT AGREE" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS.

1. License.

    1.1 License: Licensee is granted the License specified in this Agreement. The License is non-exclusive, non-transferable, and non-assignable.
    1.2 Limitations. The License granted hereunder is to Licensee only and does not include any transfer of ownership of any portion of the Program or Code, or the right to sublicense or transfer or distribute the Program to any other person or entity. Licensee acknowledges that (a) Codetelligence is the sole and exclusive owner of the Program and the Code; (b) the Program and all technical data and information associated therewith constitute Codetelligence’s confidential information and are the valuable trade secret property of Codetelligence; (c) the Program and Code are protected by copyright; (d) Codetelligence retains all title and ownership in the Program and Code and any modifications, enhancements or updates thereof; and (e) Licensee shall own any derivative works of the Program and/or Code which are created by Licensee in strict accordance with the terms of this Agreement, subject to Codetelligence’s ownership of the underlying Program or Code, and provided that Codetelligence shall retain sole ownership of those portions of such derivatives that contain part or all of the Program or Code. Licensee may not reverse engineer, disassemble, decompile, modify or create derivative works of the Program except as may be specifically provided herein. Licensee shall not remove, modify or obscure any copyright, trademark or other proprietary notices from the Program or Code, or any copies thereof or disclose any portion of the Program or Code to any person without the prior written consent of Codetelligence. All rights not expressly granted to Licensee hereunder are reserved by Codetelligence.
    1.3 Restricted Rights. With respect to acquisition of the Program by or for any unit or agency of the U.S. Government (the "Government"), the Program is classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense ("DoD") FAR Supplement ("DFARS"). If the Program is supplied for use by DoD, it is delivered subject to the terms of this Agreement and either (a) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (b) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Program is supplied for use by any other Federal agency, it is restricted computer software delivered subject to the terms of this Agreement and (c) FAR 12.212(a); (d) FAR 52.227-19; or (e) FAR 52.227-14 (ALT III), as applicable.
2. Term. This Agreement shall be effective on the later of (a) the date Licensee indicates acceptance hereof as required herein and is legally bound by the terms hereof; or (b) the date Licensee pays Codetelligence the License Fee, if any, provided herein (“Effective Date”). This Agreement shall remain in effect thereafter unless terminated as provided herein.
3. Termination.
    3.1 This Agreement and the License granted hereunder shall terminate immediately and without further notice in the event: (a) Licensee fails to comply with any provision of this Agreement; (b) Licensee ceases to carry on its present business, if any; (c) Licensee becomes insolvent, makes a general assignment for the benefit of creditors, or is involved in a bankruptcy proceeding; or (d) Licensee uses the Program for any purpose other than the purpose specified under the License granted hereunder; including without limitation for the purpose of creating or developing any product which competes with the Program.
    3.2 Upon termination of this Agreement for any reason (a) the License shall terminate immediately and without further notice; and (b) Licensee shall immediately return the Program, all other Codetelligence confidential information, and all copies thereof, in whole or in part, to Codetelligence; provided that, if Licensee is not in breach of the terms of this Agreement, the License with respect to any Code generated prior to the date of termination shall survive.
4. License Fee. Licensee agrees to pay Codetelligence the License Fee for the Program, if any, in the amount set forth in this Agreement, payable upon execution of this Agreement.
5. Limited Warranty. THE LIMITED WARRANTY, IF ANY, PROVIDED BY CODETELLIGENCE HEREUNDER AS SPECIFIED IN THIS AGREEMENT, AND IS GRANTED TO LICENSEE AND MAY NOT BE TRANSFERRED, ASSIGNED OR EXTENDED TO ANY OTHER PERSON, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CODETELLIGENCE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, AND ANY WARRANTY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
6. Remedies.
    6.1 Codetelligence's sole liability and Licensee's sole and exclusive remedy in the event of a breach of the limited warranty, if any, provided hereunder shall be to refund the License Fee, if any, actually paid by Licensee for the Program; provided that Codetelligence shall have no obligation of any kind under the limited warranty unless Licensee notifies Codetelligence in writing of the claimed defect in the Program within the thirty (30) day period set forth above.
    6.2 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF CODETELLIGENCE, AND THE RIGHTS, CLAIMS AND REMEDIES OF LICENSEE, SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. UNDER NO CIRCUMSTANCES SHALL CODETELLIGENCE BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PROGRAM, CODE OR ANY PRODUCT, EVEN IF CODETELLIGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL CODETELLIGENCE'S TOTAL LIABILITY FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY LICENSEE IN CONNECTION WITH THE PROGRAM SUBJECT TO THE CLAIM, OR $10.00 IN THE EVENT NO LICENSE FEE IS PAID.
7. Indemnification. Codetelligence shall have no liability for, and Licensee shall indemnify, defend and hold Codetelligence harmless from and against (a) any claim based upon any modification of the Program and/or Code; (b) the use, operation, or combination of the Program and/or Code with any software, hardware or data not provided by Codetelligence; (c) the distribution or use of the Code by Licensee or any third party, including without limitation use of the Code in or in connection with any life-support system application; or (d) any other use of the Program or Code not in strict accordance with the terms and conditions of this Agreement.
8. Injunctive Relief. Licensee acknowledges that the use, distribution or disclosure of the Program or any Codetelligence confidential information in violation of the terms of this Agreement would irreparably injure Codetelligence, which injury could not adequately be compensated by money damages. Accordingly, Licensee agrees that Codetelligence may seek and obtain injunctive relief from the breach or threatened breach of any provision of this Agreement, without any requirement to post bond and in addition to and not in limitation of any other legal remedies.
9. Tax. Licensee shall be solely responsible for all sales, use or other tax liabilities due in connection with this Agreement. Any fees, fines, or criminal penalties incurred in connection with Licensee’s use of the Program shall be the sole responsibility of Licensee.
10. No Assignment. Licensee may not assign its rights under this Agreement, in whole or in part, without the prior written consent of Codetelligence.
11. No Joint Venture. Nothing herein shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.
12. General Provisions.
    12.1 This Agreement will be governed by the laws of the State of Washington, without reference to its choice of law rules. The parties consent to the jurisdiction of and venue in the state and federal courts located in King County, Washington in connection with any suit or action relating to this Agreement.
    12.2 Notwithstanding anything herein to the contrary, the parties may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated hereby and all materials of any kind that are provided to the parties relating to such tax treatment and tax structure; provided that with respect to any materials that contain information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the materials that relate to the tax treatment or tax structure.
    12.3 In any action to enforce this Agreement, including, as applicable, gaining injunctive relief, the prevailing party shall be entitled to recover, in addition to all other relief, its reasonable attorneys' fees, costs and expenses.
    12.4 Waiver by one party of any breach of any provision of this Agreement shall not operate or be construed as a waiver by that party of any subsequent or continuing breach, and no waiver will be valid unless set forth in a written instrument signed by the party to be bound thereby.
    12.5 Any notice or other communication allowed or required under the terms of this Agreement shall be in writing and delivered personally or mailed by certified mail, return receipt requested, to the appropriate party at the address given at the beginning of this Agreement or to such other address as that party shall have designated by notice in writing.
    12.6 This Agreement is the complete and exclusive statement of the agreement between the parties. It supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. No amendment of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by both parties.
    12.7 Paragraph headings used in this Agreement are used solely for the convenience of the parties.
    12.8 Sections and Paragraphs 1.2, 1.3, 3, 5 - 8, and 12 shall survive the termination of this Agreement for any reason.