ImageDirector™ Software License

This license agreement is a legal agreement between you (the “Licensee”) and Milner Technologies. By using this product you agree to be bound by the terms of this agreement. This software is protected by national and international copyright laws. This software is licensed, not sold. 
This Agreement provides a software right to use license for ImageDirector™ software developed by Milner Technologies, Inc., a Georgia corporation, with offices at 5125 Peachtree Industrial Blvd, Norcross, GA 30092 (the “Licensor”).	

1.	GRANT OF LICENSE:	Licensee is granted a right to use software license to process its own business using ImageDirector software.

The software shall consist of a user server component and copies of workstation software (collectively hereinafter the “Software”).

2.	VERSION UPGRADES:     Licensee shall be provided version level upgrades of its licensed configuration of ImageDirector software (the “Software”), as they become available.  Version upgrades are Licensee installable and shall be provided via CD-ROM or Internet download.
3. 	VERSION UPGRADES TERM:     Upgrades shall be provided as available for a period of twelve (12) months beginning with the date of this Agreement.  This Agreement will automatically renew, for another twelve (12) month period at the then prevailing rates as long as all annual renewal invoices are paid in advance.  This Agreement shall automatically terminate if any renewal invoice is not paid when due.
4.	WARRANTY:	Licensor warrants the magnetic media to be free from defects in material and workmanship and that the Software will substantially conform to its documentation at the time of delivery.  LICENSOR DOES NOT WARRANT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AS TO ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NO AGENT, EMPLOYEE OR REPRESENTATIVE OF LICENSOR HAS ANY AUTHORITY TO BIND IT TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS STATED HEREIN.

5.	INDEMNITY:	Licensor is the owner of the Software or has the right to grant this license to you.  Licensor warrants the Software does not infringe on any patent, copyright, trade secret or other proprietary rights of any third party.  Licensor shall defend any action brought against Licensee to the extent that a claim is made that any of the Software covered under this Agreement infringes on any patent, copyright, trade secret or other proprietary right, provided Licensee provides written notice of any such action.  Licensor shall have the right to control the defense of all such claims, lawsuits or other proceedings.  Licensee agrees not to settle any dispute without the written consent of the Licensor.  If Licensor reasonably believes the Software is likely to become the subject of a claim of infringement, it shall have the right to procure at its expense Licensee’s right to use the Software, or replace or modify the Software where it is non-infringing.  The foregoing states the entire liability of the Licensor with respect to any infringement of any patent, copyright, trade secret or other proprietary right with respect to the Software.

6.	TITLE AND OWNERSHIP OF SOFTWARE:	All Software, including any modifications, changes, enhancements, conversions, upgrades, or additions made to the Software, whether made by Licensor, Licensee or a third party, is and shall be the sole and exclusive property of the Licensor, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent to the Software.  Licensee shall not reverse engineer, sell, transfer, publish, disclose, display or otherwise make available to others any of Licensor’s source code, object code, documentation or other material relating to the Software.

7.	LOST OR DAMAGED DATA:	Licensor shall not be responsible for any damage caused by forces outside the Software including, but not limited to, defective electrical service or work at Licensee’s facility, foreign software, viruses, accident, disaster, neglect, alterations, or code manipulation or service work performed by unauthorized parties.  LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY LOST OR DAMAGED DATA RELATING TO THE SOFTWARE.  LICENSEE AGREES IT HAS SOLE AND ABSOLUTE RESPONSIBILITY FOR IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT AND/OR DUPLICATE ITS DATA FILES.

8.	NON-DISCLOSURE:	Licensee acknowledges the Software contains proprietary trade secrets of the Licensor and agrees to maintain the confidentiality of the Software in the same manner as its most confidential information.  Licensee agrees to use its best efforts to prevent and unauthorized use or disclosure of the source code, object code, or any portion of the Software, including algorithms or logic.  Licensee acknowledges that any disclosure of any aspect of the Software, or any other confidential information mentioned in this section, will cause irreparable damage to Licensor that damages alone will not compensate.  Licensor shall have the right to seek injunctive relief and Licensee consents to such injunctive relief, as well as any other legal remedy, against any disclosure or threatened disclosure.  Licensor may necessarily gain access to confidential or proprietary information concerning Licensee’s business affairs, property, methods of operation, or processing systems in the course of implementing the Software.  Licensor agrees to maintain the confidentiality of such information with the same degree of care and security as it treats its most confidential information.  All obligations of confidentiality and non-disclosure contained in this section shall survive the termination of this Agreement for any reason. 

9.	LIMITATION OF LIABILITY:	LICENSOR’S ENTIRE OBLIGATION AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS RELATED TO THIS AGREEMENT ARE PROVIDED IN THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, AND SHALL BE LIMITED TO THE AMOUNTS PAID BY LICENSEE TO LICENSOR.  LICENSOR SHALL NOT IN ANY EVENT BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWSOEVER ARISING, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT, EVEN IF LICENSOR HAS BEEN PREVIOUSLY MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGE.  NO ACTION, REGARDLESS OF FORM, RELATING TO OR ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

10.	SEVERABILITY:	If a final order of a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remaining provisions shall be considered enforceable in accordance with their terms.  In addition, if any provision is held to be unreasonably broad as written, the provision shall be considered to be amended to narrow its application to the extent necessary to make it enforceable according to the applicable law, and shall be enforced as amended.

11.	GEORGIA LAW APPLIES:	This Agreement shall be governed and construed in accordance with the laws of the State of Georgia.

12.	ENTIRE AGREEMENT:		This Agreement contains the entire Agreement between the parties with regard to the Software and may not be altered, amended, modified, terminated or otherwise changed except in writing and signed by the parties.

IMPORTANT NOTICE:

ImageDirector Backup System Requirements 
The ImageDirector system MUST be backed up on a regularly scheduled basis to ensure that data will not be lost in the event of system failure. It is recommended that this occur on a nightly basis.