BY clicking on the accept button, CUSTOMER INDICATES THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT.  IF FMAUDIT CENTRAL IS INSTALLED, COPIED OR USED ON BEHALF OF CUSTOMER, THE TERMS SET FORTH IN THIS AGREEMENT SHALL APPLY TO CUSTOMER AS WELL AS TO the INDIVIDUAL OR ENTITY INSTALLING, COPYING OR USING FMAUDIT CENTRAL ON BEHALF OF CUSTOMER.  this agreement shall be effective as of THE earlier of the date FMAUDIT CENTRAL is installed or used.  FMAUDIT CENTRAL SHALL BE DEEMED ACCEPTED BY CUSTOMER upon delivery or DOWNLOADED FROM web site.

FMAUDIT CENTRAL Agreement 

This FMAUDIT CENTRAL Agreement (“Agreement”) is made as of the Effective Date by and between FMAudit, LLC, and a LLC company with offices located at 308 E. High St Suite 109 Jefferson City, MO 65101 and the individual or entity identified on the License Agreement as customer (“Customer”). 

W I T N E S S E T H: 

WHEREAS, FMAUDIT, LLC owns FMAUDIT CENTRAL application entitled FMAUDIT CENTRAL; and 

WHEREAS, Customer has had an opportunity to review and approve the functions and utilities of FMAUDIT CENTRAL and is familiar with the use and operation of FMAUDIT CENTRAL; and

WHEREAS, Customer has independently determined that FMAUDIT CENTRAL will meet the needs of Customer for auditing networked print devices injunction with other FMAudit Products (as defined below); and

WHEREAS, the customer desires to receive a license to use FMAUDIT CENTRAL as part of other FMAudit Products and

NOW THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, FMAUDIT, LLC and Customer hereby agree as follows:

ARTICLE I: RECITALS AND DEFINITIONS

Section 1.01 -- Recitals:  The above recitals and identification of parties are true and correct.

Section 1.02 -- Definitions:  The following definitions shall apply:

(1)                 Access:  The term “Access” and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.

(2)                 FMAUDIT CENTRAL:  The term “FMAUDIT CENTRAL” shall mean the object code for that certain FMAUDIT CENTRAL application, including the Documentation, as provided by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to Customer hereunder, including Updates.

(3)                 Associate:  The term “Associate” shall mean an employee of FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS or an independent contractor hired by FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS.

(4)                 Authorized Person:  The term “Authorized Person” shall mean Customer or employees of Customer, who accepted this agreement, or who agree in writing to maintain the confidentiality of Confidential Information and individuals or organizations who are authorized in writing by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to receive Confidential Information and who agree in writing to maintain the confidentiality of such Confidential Information.

(5)                 Cancellation Notice:  The term “Cancellation Notice” shall mean that written notice sent by FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS to Customer seeking to cancel this Agreement because of breach of this Agreement by Customer.

(6)                 Confidential Information:  The term “Confidential Information” shall mean all information concerning this Agreement, FMAUDIT CENTRAL, and the business and technical plans of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS which is disclosed by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to Customer or learned by Customer.

(7)                 Delivery Date:  The term “Delivery Date” shall mean the date FMAUDIT CENTRAL is delivered to Customer or downloaded from web site.

(8)                 Documentation:  The term “Documentation” shall mean the FMAUDIT CENTRAL user guide (in electronic or printed format) as provided to Customer on the Delivery Date.

(9)                 Effective Date:  The term “Effective Date” shall mean the earlier of the date that the Sales Agreement is executed by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS and Customer or the date FMAUDIT CENTRAL is installed or downloaded from web site.

(10)              Event of Bankruptcy:  The term “Event of Bankruptcy” shall mean: (1) the filing of a petition under any insolvency or bankruptcy statute seeking the declaration of Customer as insolvent or bankrupt; (2) the filing of any action seeking receivership or reorganization of Customer pursuant to or under any insolvency or bankruptcy statute; or (3) the filing of any involuntary petition against Customer pursuant to any insolvency or bankruptcy statute if such petition shall remain unstayed or undismissed for a period of ten (10) days after filing.

(11)              Implement:  The term “Implement” and variants thereof (including, but not limited to, the terms “implementation”, “implementing” and “implemented”) shall mean to load.

(12)              Price:  The term “Price” shall mean the total price to be paid by Customer to FMAUDIT, LLC or DISTRIBUTORS OF FMAUDIT PRODUCTS for the System and for licensing FMAUDIT CENTRAL, as set forth in the Price Schedule.

(13)              Restatements:  The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act, and Section 1839 of Title 18 of the United States Code (18 U.S.C. § 1839).

(14)              Services:  The term “Services” shall mean Maintenance Services and that certain FMAUDIT CENTRAL installation, training, telephone support, development and consulting services as requested by Customer and approved by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS in writing.

(15)              Term:  The term “Term” shall mean a period of time commencing on the Effective Date and continuing until this Agreement is terminated or canceled under Article IV.

(16)              Third Party Technology:  The term “Third Party Technology” shall mean any third party computer, hardware, peripherals, components, devices, equipment, software; application and any other technology other than FMAudit Products provided FMAudit, LLC used to access the FMAUDIT CENTRAL.

(17)              Unauthorized Access:  The term “Unauthorized Access” shall mean any access to FMAUDIT CENTRAL by third party technology not approved by FMAudit, LLC.

(18)              Unauthorized User:  The term “Unauthorized User” shall mean any individual who accesses FMAUDIT CENTRAL by third party technology not approved by FMAudit, LLC except for Persons authorized in writing by FMAUDIT, LLC to access FMAUDIT CENTRAL with third party technology.

(19)              Updates:  The term “Updates” shall mean the object code for updates, upgrades, new versions, new releases or modifications to FMAUDIT CENTRAL as generally made available by FMAUDIT, LLC from time to time to FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS customers.  

ARTICLE II:  FMAUDIT CENTRAL

Section 2.01 -- Grant of License:  FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS hereby grant to Customer a non-exclusive and non-transferable license to use FMAUDIT CENTRAL with other FMAudit Products only and to use the Documentation for the License Term, subject to the terms and provisions of this Agreement. 

Section 2.02 -- Delivery:  Customer hereby acknowledges FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall deliver FMAUDIT CENTRAL on the Delivery Date.

Section 2.03 -- Implementation:  Customer shall install the FMAUDIT CENTRAL. Customer shall implement FMAUDIT CENTRAL on the System and access FMAUDIT CENTRAL exclusivity with other FMAudit products only, subject to the terms and conditions of this Agreement.  Access to FMAUDIT CENTRAL by third party technology is strictly prohibit unless approved in writing by an authorized representative of FMAudit, LLC.

Section 2.04 -- Acceptance:  FMAUDIT CENTRAL shall be deemed accepted by Customer upon the Delivery Date.

Section 2.05 -- Risk of Loss:  Customer shall assume risk of loss to FMAUDIT CENTRAL as of the Delivery Date.  Customer shall keep FMAUDIT CENTRAL protected and in good working order and maintained.

Section 2.06 -- Authorized Use:  Customer shall prevent Unauthorized Users from accessing FMAUDIT CENTRAL.  Customer shall prevent Unauthorized Access to FMAUDIT CENTRAL. Customer shall promptly inform FMAUDIT, LLC or its DISTRIBUTORS of any and all Unauthorized Access (or suspected Unauthorized Access) and Unauthorized Users (or suspected Unauthorized Users) of which Customer has knowledge or suspicion.  Access to FMAUDIT CENTRAL using third party technology or products for purposes of manipulating, viewing, disclosing or using the internal structure of FMAUDIT CENTRAL or for creating a database, data dictionary or data model shall be deemed Unauthorized Access, except for third party technology approved in writing from FMAUDIT, LLC.

Section 2.07 -- Restriction:  Customer shall use FMAUDIT CENTRAL only with other FMAudit Products licensed through FMAudit, LLC.  Customer agrees not to NOT TO ALTER, REVERSE ENGINEER, TRANSLATE, DISASSEMBLE, DECOMPILE, OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE TO THE SOFTWARE IN WHOLE OR IN PART OR OTHERWISE REDUCE THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM OR TO ALTER ANY FILES INCLUDED WITH COPIES OF THE SOFTWARE DELIVERED HEREUNDER OR TO CREATE ANY DERIVATIVE WORK.

Section 2.08 -- End Use:  Customer hereby represents and warrants that FMAUDIT CENTRAL is being licensed by Customer for its own use with other FMAudit Products licensed through FMAudit, LLC and not for rental, leasing, resale, sublicensing, distribution, outsourcing, or offering service bureau services.

Section 2.09 -- Services:  Customer may request Services, as approved by FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS.  All Services shall be subject to the discretion of FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS and shall be subject to FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS standard service terms and applicable time and material rates.

ARTICLE III:  PAYMENT

Section 3.01 -- Price:  Customer shall pay the Price on the Effective Date, unless other wise agreed to in Sales Agreement.  

Section 3.03 -- Costs:  Customer shall pay all costs incurred by FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS in performing this Agreement. Such costs shall include (without limitation) postage, freight, telecommunications, fees charged by third parties, telephone, travel, lodging, per diem, material and reproduction costs, sales and use taxes.

ARTICLE IV:  TERMINATION

Section 4.01 -- Termination Limitations:  This Agreement shall only be terminated or canceled as provided under this Article IV.

Section 4.02 -- Term:  This Agreement shall be valid for the Term.

Section 4.03 -- Cancellation for Cause:  If Customer violates its obligations under this Agreement, FMAUDIT, LLC and/or DISTRIBUTORS OF FMAUDIT PRODUCTS may cancel this Agreement without notice.  

Section 4.04 -- Return:  Upon termination or cancellation of this Agreement, Customer shall promptly remove (at Customer’s expense) all customer information and data stored in FMAUDIT CENTRAL and return to FMAUDIT, LLC or DISTRIBUTORS OF FMAUDIT PRODUCTS the FMAUDIT CENTRAL, the Documentation and all FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS materials provided by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to Customer hereunder and shall provide FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS with a certificate of compliance with this Section 4.04 signed by an authorized representative of Customer. 

ARTICLE V:  WARRANTY

Section 5.01 -- Warranty:  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS represents and warrants that FMAUDIT CENTRAL shall perform substantially as represented in the Documentation. Customer’s exclusive remedy for breach of warranty shall be modification or replacement of FMAUDIT CENTRAL, as determined by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS.

Section 5.02 -- Third Party Warranties:  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS hereby assigns to Customer the benefit of any and all Manufacturer warranties for the Third Party Technology used in the FMAUDIT CENTRAL and may cooperate (as determined by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS) with Customer in securing the benefit of any remedies available to Customer under any such Manufacturer warranty.

Section 5.03 -- Service Warranty:  Any Services provided by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS pursuant to this Agreement shall be performed on a reasonable efforts basis in a timely and professional manner and shall conform to the standards generally observed in the industry for similar Services and shall be subject to Sections 5.01, 5.04, 5.05 and 5.08.

SECTION 5.04 -- DISCLAIMER:  THE WARRANTIES SET FORTH IN SECTIONS 5.01 AND 5.03 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY.

Section 5.05 -- Express Warranties:  Customer hereby acknowledges and agrees that FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS (including FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS officers, employees, agents, directors, independent contractors, affiliates, distributors and successors) has not made or granted any express warranties concerning the System, the Services and FMAUDIT CENTRAL except as expressly set forth in Sections 5.01 and 5.03 of this Agreement.

Section 5.06 -- Third Party Claims:  If a final judgment from a court of competent jurisdiction is entered against Customer upholding claims that FMAUDIT CENTRAL violates a United States patent, copyright, trade secret or other proprietary rights of a third party in the United States, provided that Customer gives FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS prompt written notice upon Customer’s knowledge of any such claim, permits FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to answer and defend (at FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS option) such claim or action and provides FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS with information, assistance and authority to assist FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS in the defense of such claim or action, FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall perform one or more of the following actions (as determined by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS) within one year of the date final judgment in favor of such third party’s claim is rendered by a court of competent jurisdiction:

(1)           Replacement:  Replace FMAUDIT CENTRAL with a non-infringing FMAUDIT CENTRAL product of substantially equivalent functional and performance capability;

(2)           Modification:  Modify FMAUDIT CENTRAL to avoid the infringement without substantially eliminating the functional and performance capabilities of FMAUDIT CENTRAL;

(3)           Obtain Agreement:  Obtain a license for use of FMAUDIT CENTRAL from the third party claiming infringement for use of FMAUDIT CENTRAL.

FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall have the right to participate or assume the defense (as determined by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS) and Customer shall permit and authorize FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to participate in or assume the defense of any such claim or action through legal counsel.  The foregoing remedy does not apply and FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall have no obligation in connection with or relating to any third party infringement claim in connection with or related to (i) Customer’s modification of FMAUDIT CENTRAL; (ii) Customer’s failure to use FMAUDIT CENTRAL in accordance with the Documentation in effect; (iii) Customer’s failure to use the most current release or version of FMAUDIT CENTRAL; (iv) Customer’s combination, interface, operation or use of FMAUDIT CENTRAL with Third Party Technology; and (v) FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS compliance with designs, instructions, or specifications required by Customer.  The remedies set forth herein shall be the sole and exclusive remedies of Customer under this Agreement for any and all claims of indemnification relating to infringement.  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS obligations set forth in this Section 5.06 shall not apply to the Third Party Technology.

Section 5.07 -- Remedies:  The exclusive remedy of Customer for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, FMAUDIT CENTRAL or any transaction involving FMAUDIT CENTRAL, regardless of the form of action, whether in contract or in tort, including negligence and breach of warranty, shall be limited to repair or replacement of FMAUDIT CENTRAL as determined by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS.

Section 5.08 -- Limitation of Damages:  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall not be liable to Customer in connection with or relating to this Agreement, the System, FMAUDIT CENTRAL and any transactions involving FMAUDIT CENTRAL for any direct, indirect, lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including breach of warranty and negligence, regardless of whether FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.  Notwithstanding anything to the contrary, the liability of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the System FMAUDIT CENTRAL and any transactions involving FMAUDIT CENTRAL shall be limited to the license fee for FMAUDIT CENTRAL.

Section 5.09 -- Force Majeure:  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall not be liable for any failure by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to perform its obligations under this Agreement because of circumstances beyond the reasonable control of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government, governmental authority or third party, declarations of governments, transportation delays, power failure, computer failure, telecommunications failure, Third Party Technology, failure of Customer to cooperate with the reasonable requests of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS, misuse of the System or FMAUDIT CENTRAL by Customer or third party, breach of this Agreement by Customer or a third party and any other events reasonably beyond the control of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS.

Section 5.10 -- Customer Indemnification:  Customer shall release, defend, indemnify and hold harmless FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS (including its officers, directors, employees, affiliates, independent contractors, distributors, agents and successors) against any expense, loss, cost or liability (including, without limitation, interest, penalties, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (1) use of FMAUDIT CENTRAL by Customer, (including, without limitation, any claim regarding use of FMAUDIT CENTRAL  by Customer in an infringing manner or any claim by third parties for breach of warranty, negligence, loss of data, libel, slander, unfair competition, trademark infringement, or invasion of privacy); (2) performance of FMAUDIT CENTRAL; (3) Customer’s negligence or the acts (or any failure to act) of Customer hereunder; (4) any breach by Customer of the obligations of Customer hereunder; and (5) investigation or defense of any of the above or in asserting FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS rights hereunder.

Section 5.11 -- Cooperation:  Customer shall cooperate with FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS by providing FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS with information concerning FMAUDIT CENTRAL and the System as may be requested by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS from time to time and by providing FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS with unrestricted access to the personnel, facilities, computers, computer FMAUDIT CENTRAL and data of Customer.

Section 5.12 -- Maintenance:  Customer hereby acknowledges and agrees that Customer shall solely be responsible for acquiring, installing, implementing, updating, upgrading, maintaining and replacing the System and all Third Party Technology for any reason, including (without limitation) for Updates or correction of Defects, including (without limitation) all costs, fees, taxes and payments in connection therewith or related thereto.

Section 5.13 -- Security Interest:  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS hereby reserves and Customer hereby grants to FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS a purchase money security interest in the System and FMAUDIT CENTRAL to secure payment of the Price by Customer.  In order to perfect such security interest, Customer hereby appoints FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS as the true and lawful attorney-in-fact of Customer and Customer hereby authorizes FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to (1) execute in the name of Customer all forms, documents and financing statements deemed desirable by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS, and (2) file copies of the Sales Agreement, this Agreement and any forms and financing statements with appropriate government agencies and offices as deemed necessary by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS to perfect such purchase money security interest.

Section 5.14 -- Repossession:  If Customer fails to pay the balance of the Price when due (as provided in Section 3.01 of this Agreement), FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall have the right to enter the Facility and to repossess the System and FMAUDIT CENTRAL without further notice.  If any Event of Bankruptcy occurs before payment of the balance of the Price when due (as provided in Section 3.01 of this Agreement), FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall be entitled to any and all remedies available to a secured creditor under the U.S. Bankruptcy Code and applicable state or federal law.

ARTICLE VI:  INTELLECTUAL PROPERTY

Section 6.01 -- Ownership and Title:  Title to FMAUDIT CENTRAL, including all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith shall be the exclusive property of FMAUDIT, LLC.  Customer hereby assigns, transfers and conveys to FMAUDIT, LLC any and all rights, title and interests Customer may have or accrue in FMAUDIT CENTRAL, including (without limitation) any and all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith.

Section 6.02 -- Confidential Information:  FMAUDIT CENTRAL shall be deemed Confidential Information of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS.  Customer shall maintain the Confidential Information in strict confidence.  Customer shall not disclose Confidential Information except to Authorized Persons. Customer shall not access, duplicate or use the Confidential Information except as otherwise permitted under this Agreement.

Section 6.03 -- Trade Secrets:  Customer hereby acknowledges and agrees that the Confidential Information (i) derives independent economic value (actual or potential) from not being generally known to, or readily ascertainable by, other persons who can obtain economic value from its disclosure or use; (ii) is the subject of reasonable efforts by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS under the circumstances to maintain its secrecy; and (iii) is a trade secret as defined under Chapter 688 of the Florida Statutes [§688.002(4)] and the Restatements.

Section 6.04 -- Reverse Engineering:  Customer shall not allow FMAUDIT CENTRAL to be REVERSE ENGINEER, TRANSLATE, DISASSEMBLE, DECOMPILE, OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE TO THE SOFTWARE IN WHOLE OR IN PART OR OTHERWISE REDUCE THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM OR TO ALTER ANY FILES INCLUDED WITH COPIES OF THE SOFTWARE DELIVERED HEREUNDER OR TO CREATE ANY DERIVATIVE WORK.

Section 6.05 -- Copies: Customer shall not copy FMAUDIT CENTRAL and shall not allow FMAUDIT CENTRAL to be copied without the prior written consent of FMAUDIT, LLC OR DISTRIBUTORS OF FMAUDIT PRODUCTS.

Section 6.06 -- Modifications:  Customer shall not modify FMAUDIT CENTRAL and shall not allow FMAUDIT CENTRAL to be modified without the prior written consent of FMAUDIT, LLC. Customer shall not use FMAUDIT CENTRAL or any materials incident thereto to develop versions of FMAUDIT CENTRAL without the prior written consent of FMAUDIT, LLC.  If FMAUDIT CENTRAL is modified, such modifications shall be the sole and exclusive property of FMAUDIT, LLC and FMAUDIT, LLC shall own any and all rights, title and interests to such modifications and any resulting computer FMAUDIT CENTRAL, including (without limitation) any and all copyrights, patents and trade secrets therein or in connection therewith.

Section 6.07 -- No Contest:  Customer shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets, or copyrights of FMAUDIT, LLC.

Section 6.08 -- Employee Pirating:  Customer shall not induce or solicit (directly or indirectly) any Associate to leave the employ or hire of FMAUDIT, LLC.  Customer shall not engage (directly or indirectly) the services of such Associate (as an employee, consultant, independent contractor, or otherwise) without the advance written consent of FMAUDIT, LLC.  

Section 6.09 -- U.S. Government Restricted Rights:  If Customer is the U.S. Government or an agency or department thereof (collectively “Government”), FMAUDIT CENTRAL is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c) (1) and (2) of the Commercial Computer FMAUDIT CENTRAL Restricted Rights clause at 48 C.F.R. 52.227-19.

Section 6.10 -- Proprietary Notices:  Customer shall not remove, alter or obscure any copyright notices or other proprietary legends displayed by or used by FMAUDIT, LLC in connection with or related to FMAUDIT CENTRAL.

Section 6.11 -- Trademarks:  FMAUDIT, LLC  trademarks, trade dress, logos, trade names or insignia (“FMAUDIT Marks”), including (without limitation) FMAUDIT CENTRAL, are owned exclusively by FMAUDIT, LLC.  FMAUDIT, LLC shall retain all rights, title and ownership interests in FMAUDIT, LLC Marks.  Customer shall not (directly or indirectly) use any trademark, trade name, trade dress, insignia or logo that is similar to or a colorable imitation of any FMAUDIT, LLC Marks.

Section 6.12 -- Continuation:  The terms and conditions of this Article VI shall survive termination and cancellation of this Agreement.

ARTICLE VII:  MISCELLANEOUS

Section 7.01 -- Assignments:  All assignments of rights under this Agreement by Customer without the prior written consent of FMAUDIT, LLC shall be void.

Section 7.03 -- Entire Agreement:  This Agreement and the Sales Agreement contain the entire understanding of the parties and supersede previous verbal and written agreements between the parties concerning the System and FMAUDIT CENTRAL.  In the event of a conflict between the terms of this Agreement and the terms of the Sales Agreement, the terms of this Agreement shall prevail.

Section 7.04 -- Amendments and Modifications:  Alterations, modifications or amendments of a provision of this Agreement shall not be binding unless such alteration, modification or amendment is in writing and signed by FMAUDIT, LLC and Customer.

Section 7.05 -- Severability:  If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 7.06 -- Captions:  The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision thereof.

Section 7.07 -- Governing Law:  This Agreement shall be governed by the laws of the State of Missouri, without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction and venue shall be in County of Cole, City of Jefferson, and State of Missouri.

Section 7.08 -- Notice:  Notices shall be in writing and shall be deemed delivered when delivered by commercial overnight delivery service, by courier, Certified or Registered Mail with Return Receipt Requested or by hand to the address set forth below for FMAUDIT, LLC and to the address set forth on the Sales Agreement for Customer. Notice shall be deemed given on the date of receipt - as evidenced in the case of Certified or Registered Mail by Return Receipt.                     

 FMAUDIT, LLC

308 E. High St

Suite 109

Jefferson City, MO 65101

Section 7.10 -- Pronouns/Gender:  Pronouns and nouns shall refer to the masculine, feminine, neuter, singular or plural as the context shall require.

Section 7.11 -- Bankruptcy:  If FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS must institute, defend, appear or attend a bankruptcy proceeding as a result of the filing of bankruptcy by Customer, fees and expenses shall be paid by Customer.  If Customer has a bankruptcy proceeding filed against it, FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall recover attorney fees, expert witness fees, and other costs incurred by FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS in connection with the bankruptcy proceeding, hearing or trial.

Section 7.12 -- Waiver:  Any waiver of a provision of this Agreement by FMAUDIT, LLC shall not be binding unless such waiver is in writing and signed by FMAUDIT, LLC.  Waiver by FMAUDIT, LLC of any breach of this Agreement shall not constitute waiver of any other breach.  Any failure by FMAUDIT, LLC to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.

Section 7.13 -- Relationship of the Parties:  It is agreed that the relationship of FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS and Customer is primarily that of licensor and licensee or seller and customer respectively.  Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other.  Each party shall maintain its separate identity.

Section 7.14 -- Arbitration:  Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by the Uniform Arbitration Act. The Arbitration shall be held in Jefferson City, MO with a time and place set by the Arbitration. The Arbitration decision shall be entered as a final judgment in the Circuit of Cole County, Missouri with all appeal rights to said judgment being available to the parties.

Section 7.15 -- Assurances:  Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to the other under this Agreement are true, correct and accurate as of the Effective Date to the best of their knowledge.

Section 7.16 -- Litigation Expense:  In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).

Section 7.17 -- Equitable Remedies:  The parties hereby acknowledge that damages at law may be an inadequate remedy to FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS.  FMAUDIT, LLC AND DISTRIBUTORS OF FMAUDIT PRODUCTS shall have the right of specific performance, injunction or other equitable remedy in the event of a breach or threatened breach of this Agreement by Customer