SOFTWARE EVALUATION AGREEMENT

1. RECITALS

1.1. Client has requested use of the Software for the Period commencing from Commencement Date (“Evaluation Period”), for the Purpose of Evaluation.

1.2. Intersect Alliance is willing to grant to the Client a temporary license to use the Software solely for this purpose.

THE PARTIES AGREE AS FOLLOWS

2. INTERPRETATION

2.1. The Parties acknowledge that the Recitals in clause 1 are accurate and shall form part of this Agreement.

3. LICENSE GRANT

3.1. Intersect Alliance grants to the Client a non-exclusive license to use the Software for the Purpose of Evaluation only during the Evaluation Period.

3.2. Intersect Alliance disclaims all liability for damages of any kind whatsoever, which may arise from the use of the Software by the Client. Intersect Alliance makes no representations of warranties as to the viability of the Software, and assumes no responsibility for its use.

3.3. The Client is responsible for installing the Software, and determining whether it is suitable, secure and reliable for the Client’s purposes. Intersect Alliance may provide the Client with email support at no charge during the Evaluation period, at its sole discretion.

3.4. Intersect Alliance does not warrant the Software is error-free, or that errors will be corrected. The foregoing is in lieu of all warranties or conditions to the Client or any third party, express or implied, related to the Software or any services Intersect Alliance may provide, including without limitation any implied warranty or condition of merchantability, or fitness for a particular purpose, or arising by statute, law of trade dealing or usage.

4. COPYRIGHT AND CONFIDENTIALITY

4.1. The Client agrees not to infringe the copyright in the Software. The Client may make one copy of the Software for installation purposes only, and agrees that any such copy made shall contain the copyright notices included in the original.

4.2. The Client agrees that Intersect Alliance has and will retain title, copyright and all other proprietary rights in the Software.

4.3. The Client agrees to keep the Software in a safe place, and to ensure that its employees, agents and others with access to the Software comply with the terms of this Agreement. Furthermore, the Client agrees that it is vicariously liable for any breaches of this Agreement by any of its employees, agents or others who have access to the Software as a result of this Agreement.

4.4. The Client agrees to treat the Software as confidential information, and to protect it from unauthorized use, dissemination or publication. The Client agrees to protect the confidential information by using the same degree of care as the Client would use to protect its own confidential information, but no less a degree of care attributable to a reasonable and prudent business person in the same position as the Client.

4.5. The Client is not required to protect information that

(a) The Client possessed before receipt of the Software from Intersect Alliance

(b) Is or becomes a matter of public knowledge through no fault of the Client

(c) The Client rightfully received from a third party without a duty of confidentiality

(d) Intersect Alliance disclosed to a third party without imposing a duty of confidentiality

(e) The Client developed independently

(f) The law requires or Intersect Alliance gives written permission to be disclosed.

4.6. The Client has an obligation to disclose to Intersect Alliance anything which may affect its obligations under this Agreement, prior to the commencement of the Evaluation Period.

5. ASSIGNMENT

5.1. The Client may not transfer or assign its interest, rights or obligations in this Agreement in any way whatsoever. Any attempt to assign, sub-license or transfer the Software is expressly prohibited.

6. TERMINATION

6.1. This Agreement remains in effect for the Evaluation Period, unless terminated earlier as a result of clause 6.2 or 6.3.

6.2. The Client may terminate this Agreement at any time for convenience

6.3. Intersect Alliance may terminate this Agreement if Client is found to be in breach of any of the terms contained herein.

6.4. At the completion of this Agreement, whether by expiry of the Evaluation Period or earlier, the Client agrees to destroy all copies of the Software, including its documentation. Should the Client refuse or fail to comply, Intersect, at its sole discretion, can charge the Client the full license fee for the Software.

6.5. Clause 4 survives the termination of this Agreement.

7. GENERAL

7.1. This document forms the entire agreement between Intersect Alliance and the Client, and supersedes any earlier promises, representations or agreements relating to the subject of this Agreement.

7.2. This Agreement may only by amended by both the Client and Intersect Alliance’s authorized representative in writing. Waivers not given in writing may be revoked at any time without liability.

7.3. If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

7.4. No agency, partnership, joint venture or other joint relationship is created by this Agreement. Nothing in this Agreement shall prohibit either party hereto from entering into the same or similar agreements with any other party.