

SOFTWARE LICENSE AGREEMENT



BY CLICKING ON THE ACCEPT BUTTON BELOW, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE 'CANCEL' BUTTON AND IMMEDIATELY RETURN THE UNUSED PRODUCT WITH A COPY OF YOUR RECEIPT TO BAAN INTERNATIONAL B.V. AT THE ADDRESS SET FORTH BELOW FOR A FULL REFUND OF MONIES PAID, IF ANY.



1.	GRANT.  Baan International B.V. ("Baan") hereby grants to the end user person or entity ("Licensee") a non-exclusive license to use the accompanying software product(s) in machine executable object code form (the "Software") subject to the terms and conditions set forth below.  Licensee may use the Software on its computer systems and copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices.   Licensee may not at any time exceed the total number of concurrent users licensed hereby and granted to Licensee through an agreement between Licensee and Baan.  Within thirty (30) days from the installation date of the Software, Licensee shall contact Baan to obtain a license key that will activate the Software for up to the number of concurrent users licensed.

Licensee shall not permit other individuals to use the Software except under the terms listed above; modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; copy the Software (except as specified above); export, directly or indirectly, the Software to any person or entity outside the United States except as provided in Paragraph 6 below; rent, lease, transfer or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software.

2.  	LIMITED MEDIA WARRANTY.  Baan warrants that the Software will perform in substantial accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt.  In addition, Baan warrants that, for a period of ninety (90) days from the date of delivery to Licensee as evidenced by a copy of Licensee's receipt, the media on which the Software is furnished shall be free from defects in materials and workmanship under normal use.  THE SOLE RESPONSIBILITY AND LIABILITY OF BAAN,  AND LICENSEE'S EXCLUSIVE REMEDY UNDER THIS LIMITED MEDIA WARRANTY SHALL BE REPLACEMENT OF THE DEFECTIVE MEDIA.

		DISCLAIMER OF WARRANTIES.  Except for the express limited warranty stated  above, Licensee expressly acknowledges and agrees that use of the Software is at Licensee's sole risk.  BAAN AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, REGARDING THE SOFTWARE.  NEITHER BAAN NOR ITS LICENSORS OR SUPPLIERS WARRANT, GUARANTEE OR MAKE ANY RESPRESENTATIONS REGARDING THE USE, OR RESULTS OF THE USE OF THE SOFTWRE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENTNESS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE, INCLUDING WITHOUT LIMMITATION ANY RISK OF THE INTRODUCTION OF COMPUTER VIRUSES AND ANY RISK ARISING OUT OF ANY CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE SOFTWARE.  

3.  	LIMITATION OF LIABILITY.  Baan's liability to Licensee or any third party arising out of or related to this Agreement however caused and on any theory of liability, whether in contract, tort (including negligence), or otherwise will not exceed the fee, if any, paid by Licensee for the Software.  The Software is not specifically developed or licensed for use in any nuclear, aviation, mass transit, or medical application or any other inherently dangerous applications.  NEITHER BAAN NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM SUCH USE OF THE SOFTWARE.

IN NO EVENT WILL BAAN OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR COST OF OBTAINING SUBSTITUTE GOODS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA AND EQUIPMENT, AND OTHER SUCH DAMAGE OR LOSS), HOWEVER CAUSED (INCLUDING WITHOUT LIMITATION ANY LOSS CAUSED BY THE INTRODUCTION OF COMPUTER VIRUSES OR CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE SOFTWARE) AND ON ANY THEORY OF LIABILITY, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF BAAN, OR ITS LICENSORS, SUPPLIERS OR AUTHORIZED DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSEE ACKNOWLEDGES THAT THE LICENSEE FEE, IF ANY, REFLECTS THIS ALLOCATION OF RISK.

4.  	TITLE.  Title, ownership rights, and intellectual property rights in and to the Software shall remain with Baan and/or its licensors and suppliers.  The Software is protected by the copyright laws of the United States and international copyright treaties.  Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law.  This Agreement gives Licensee no rights to such content.  Except as expressly provided herein, all right, title and interest in and to the Software remains with Baan and its licensors and suppliers.

5.  	TERMINATION.  The Agreement, including all of Licensee's right to use the Software, will terminate automatically and immediately if Licensee fails to comply with the limitations described above.  Upon termination, Licensee must immediately stop using the Software and Licensee must return to Vendor or destroy all copies of the Software.

6.  	EXPORT LAW ASSURANCES.  Licensee agrees not to export the Software outside of the United States except as permitted by the laws and regulations of the United States.  If Licensee has rightfully obtained the Software outside of the United States, Licensee agrees not to re-export the Software except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which Licensee obtained the Software.

7.  	MISCELLANEOUS.  This Agreement represents the complete agreement between Licensee and Baan concerning the subject matter hereof and supersedes all prior agreements and representations between them.  It may be amended only by a writing executed by both parties.  THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON LICENSEE'S ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN LICENSEE'S PURCHASE ORDER.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  This Agreement cannot be amended, modified, or waived, unless the change is written and signed by an authorized Baan representative.  This Agreement is governed by the laws of the State of California, without reference to its conflict of law principles.  Should Licensee have any questions concerning this Agreement, please contact me in writing:

Baan International B.V.

2191 Fox Mill Road

Suite 500

Herndon, VA 20171

