ITZAM/C SOFTWARE LICENSE AGREEMENT I. Introduction This is a license agreement between Scott Robert Ladd ("Developer") and _________________________________________ ("Licensee") in which Developer grants Licensee certain rights in the software subject to the terms and conditions of this agreement. Any rights granted under this license do not limit or eliminate rights belonging to Developer. II. Definitions "Software" means Brahe, a portable embedded database engine. "Derivative Work" means a work that is based on the Software and that, if prepared without permission of the Developer, would constitute a copyright infringement. III. Items Provided by Developer Developer shall furnish Licensee the Software, as described above, in computer-readable source code form. IV. License A. Developer grants to Licensee, subject to the terms and conditions herein, a worldwide non-exclusive license to use and modify the source code, and an unlimited right to use, execute, reproduce, sell, lease, or otherwise transfer copies of Derivative Works. B. This agreement shall continue in perpetuity, and applies to all bug-fixes and minor enhancements in the Brahe by the original author. C. Developer hereby reserves all rights in Software not specifically granted by this license agreement. V. Payment The fee for the licensed Software is US $99, and Licensee agrees to pay this fee to Developer in U.S. Dollars immediately upon execution of this agreement and delivery of the Software. This agreement is not in full effect until payment has been received by Developer. All funds should be made payable to "Scott Robert Ladd". VI. Title A. Developer shall retain sole and exclusive ownership of the copyright on the Software. B. This agreement does not provide Developer with title or ownership to any enhancements or modifications made by Licensee. VII. Warranty A. Developer warrants that he has the legal right to grant Licensee the license as set out in this agreement and that such license does not infringe any third parties' property or personal rights, other than as stated in Section VII. B. Except for the foregoing, Developer makes no other warranties and DEVELOPER SPECIFICALLY DISCLAIMS ANY WARRANTIES CONCERNING THE SUFFICIENCY OF THE SOFTWARE OR SOURCE CODE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PURPOSE. ALL SOFTWARE AND SOURCE CODE DELIVERED UNDER THIS AGREEMENT SHALL BE DELIVERED "AS IS". VIII. Entire Agreement This agreement sets forth the entire understanding between the parties. It may be changed or modified only in writing and must be signed by both parties. IX. Assignment Neither party may sell, transfer, assign, delegate, or subcontract any ights or obligations under this agreement without the prior written consent of the other party. XI. Laws This contract shall be construed under the laws of the State of Florida and the federal laws of the United States of America. ______________________________________ ___________ Developer: Scott Robert Ladd Date 2316 Americus Drive Clearwater, FL 33763-4503 USA scott.ladd@coyotegulch.com ______________________________________ ___________ Licensee: ____________________________ Date ____________________________ ____________________________ ____________________________ ____________________________