SUGARCRM SUBSCRIPTION AGREEMENT

BY CLICKING THE "I ACCEPT" BOX, OR DOWNLOADING OR INSTALLING OR USING THE SUGARCRM SOFTWARE THAT YOU HAVE SELECTED TO PURCHASE IN THE ORDERING PROCESS (THE "SOFTWARE") AND, IF APPLICABLE, THE PORTAL (AS DEFINED BELOW), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I ACCEPT" BOX AND DO NOT DOWNLOAD OR INSTALL OR USE THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I ACCEPT" BOX. 

1.0	Subscription Rights, Restrictions and Ownership

1.1	Grant to Company.

(a)	A "Subscription User" means a full time employee, contractor or agent of the Company and its Affiliates authorized by Company to use the Software per the terms of this Agreement.  "Initial Subscription User" means a Company employee, contractor or agent authorized to use the Software upon Company's payment of the Subscription Fee.  "Additional Subscription Users" means a full time employee, contractor or agent of the Company and its Affiliates authorized to use the Software after the Company has paid the Subscription Fee but prior to the termination or expiration of this Agreement.  Collectively, all of the "Initial Subscription Users" and "Additional Subscription Users" comprise, and shall be referred to, as the "Subscription Users".  "SugarCRM Intellectual Property" shall mean any  of SugarCRM's patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.  The "Portal" means a software module to the Software.*  "Portal User" means those individuals that are employees of Company's customers who may use the Portal per the terms of this Agreement.*  A Company employee or contractor cannot be a Portal User.

*For the avoidance of doubt, Sections 1.1(c) and 1.3 below and any reference to Portal and/or Portal User(s) in this Agreement shall only apply to Company if Company has selected and paid for the Enterprise edition of the Software during the ordering process.

(b)	For the term of Company's Subscription Period (defined below) and subject to Company's payment of the Subscription Fee (defined below), SugarCRM Inc. ("SugarCRM") grants Company: 1) the non-exclusive, non-transferable, nonsublicensable right to use and modify the Software only for Company's own internal use of the Software and limited to the number of Subscription Users for which Company has paid the applicable fee; 2) the right to receive support pursuant to the Standard Support Services Plan or to purchase an Extended Support Services Plan or a Premium Support Services Plan, all as described  at http://www.sugarcrm.com/crm/support_agreement ("Support Services Plans"); and 3)  the non-exclusive, non-transferable, nonsublicensable right to use the Software in a development and test environment for customization testing and upgrade testing for Company's internal use ("Development Use") and limited to the number of Subscription Users for which Company has paid the applicable fee, provided, that Company acknowledges and agrees that SugarCRM shall not be obligated to provide any support of such Development Use.  If Company opts to purchase Extended Support Services Plan or a Premium Support Services Plan, then Company agrees to purchase such Support Service Plan for all of Company's Subscription Users, as specified during the ordering process. The Software includes either a MySQL embedded database for packaged installer (for offline client and server products only) (the "MySQL Installer") or a Microsoft SQL embedded database for packaged installer (for server products only) (the "MSSQL Installer"), as designated in the ordering process.  As applicable, the terms governing Company's use of the MySQL Installer are set forth on Exhibit A hereto, and the terms governing Company's use of the MSSQL Installer are set forth on Exhibit B hereto.  Section 4.2 ("As is/Disclaimer of Warranty") and Section 5 ("Limitation of Liability") of this Agreement also govern Company's use of either embedded database for packaged installer. "Third-Party Software" means certain software SugarCRM licenses from third parties and provides to Company with or within the Software. Certain Third-Party Software is subject to terms and conditions other than those in the Agreement. Company may view the relevant licenses and/or notices for such Third-Party Software as provided in the text files of the Software. Company agrees to comply with terms and conditions contained in such licenses for the relevant Third-Party Software.

(c)	For the term of Company's Subscription Period and subject to the terms and conditions of this Agreement, SugarCRM grants Company, for the term of Company's Subscription Period: a non-exclusive, royalty-free, fully-paid up, non-transferable license to sublicense the use of the Portal to an unlimited number of Portal Users and a royalty-free, fully-paid up, non-exclusive, non-transferable, nonsublicensable license for one (1) Company employee to use and administer the Portal solely as necessary to provide the Portal to the Portal Users as set forth in this Section 1.1.  For the avoidance of doubt, no other Company employee shall use or access the Portal.  Upon the Effective Date, SugarCRM shall provide the Portal to Company via download.  By entering into this Agreement, Company is acting as agent for Company's Portal Users and binding them to the terms hereof and Company shall undertake to bind them to the terms hereof applicable to the Portal and at least as protective of SugarCRM as, the terms and conditions set forth herein, including, without limitation, disclaimers of all warranties and disclaimers of all consequential damages in favor of SugarCRM by performing any act or executing any document ("Portal User Contract") that may be required in the jurisdiction in which such Portal Users are using the Portal and Company agrees to indemnify SugarCRM for any failure to bind such Portal Users to the terms hereof.  Company shall be responsible for any act or omission of Company's Portal Users and of Company's Portal Users' compliance with all of the terms of this Agreement and the Portal User Contract.  Any action or breach by any of Company's Portal Users shall be deemed an action or breach by Company and vice versa and Company shall correct any breach made by any of its Portal Users within thirty (30) days of the date of SugarCRM's notice thereof and if Company does not correct such breach, then Company will indemnify, defend and hold SugarCRM harmless from any and all breaches of this Agreement by its Portal Users that are not corrected within such time period.  Company waives all of those defenses that Company may have as to why Company should not be liable for Company's Portal Users' acts, omissions and noncompliance with this Agreement.

(d)	The Software and/or the Portal shall be deemed accepted upon SugarCRM's shipment of the subscription key for the Software and/or the Portal, as applicable.

(e)	"Affiliate" means a company which is controlled, under common control or controlling the Company during the period of such control.  For the purposes of this Agreement, "control" shall mean ownership, directly or indirectly, of more than 50% of the voting securities which vote for the election of the board of directors or other managing body.  Company shall be responsible for any act or omission of those Subscription Users that are contractors and agents, Company's Affiliates and of Company's Affiliates' compliance with all of the terms of this Agreement.  Any action or breach by any of Company's contractors, agents or Affiliates shall be deemed an action or breach by Company and Company will indemnify and hold SugarCRM harmless from any and all breaches of this Agreement by its contractors, agents and Affiliates.  Company waives all of those defenses that Company may have as to why Company should not be liable for Company's contractors', agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

(f)	The Company may wish to use software developed by third parties to add functionality to the Software which are licensed under the General Public License Version 3 or the Sugar Public License (such third party programs, "Third Party Plug-Ins" and the licenses for such Third Party Plug Ins are the TPPI Licenses"). SugarCRM approves the use of such Third Party Plug Ins with the Software so long as such use is limited to the internal use by Company in a manner which does not subject  the Software to the terms of the TPPI Licenses.  The Company shall defend, indemnify and hold harmless SugarCRM from any damages arising from the application of TPPI Licenses to the Software. If the use of the Third Party Plug Ins subjects the Software to the TPPI License, it shall be deemed to be a material breach of this Agreement.

1.2	Restrictions.  Company shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (a) the Software, (b) any modified version or derivative work of the Software created by the Company or for the Company, or (c) any software, either modified or not, licensed under a SugarCRM Public License or the General Public License, for any purpose including timesharing or service bureau purposes; (ii) remove or alter any copyright, trademark or proprietary notice in the Software; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; (iv) use or run on any of Company's or Portal Users' hardware, or have deployed for use, any copy or version of the Software licensed under the Sugar Public License or the General Public License; (v) reverse engineer, decompile or modify any encrypted or encoded portion of the Software; (vi) modify any open source version of SugarCRM's software source code ("Original Code") to develop a separately maintained source code program (the "Forked Software") so that such modifications are not automatically integrated with the Original Code or so that the Forked Software has features not present in the Original Code.  The Software includes modules that report the number of authorized Subscription Users and permits SugarCRM the ability to monitor certain usage of the Software ("Critical Control Software") which is fundamental to the business of SugarCRM.  Notwithstanding the terms of this Agreement, neither the Company nor the Subscription Users may modify any portion of the Critical Control Software.  The violation of this prohibition shall be deemed a material breach of this Agreement and SugarCRM may immediately terminate this Agreement.  Notwithstanding anything to the contrary in this Agreement, during the Subscription Period the Company may continue to use the Software (except for the MSSQL Installer described above) initially provided under this Agreement with the subscription key and use differing databases, web servers or operating systems than the database, web server or operating system initially selected by Company on download or installation of the Software at no charge, subject to Company paying and indemnifying SugarCRM for any additional fees SugarCRM is required to pay a third party as a result of Company's change to differing databases, web servers or operating systems. The MSSQL Installer must be used on a Windows platform. If Company desires to use a non-Windows platform, within a reasonable period of time from SugarCRM's receipt of Company's written request, SugarCRM shall provide Company, free of charge, with the MySQL Installer, the download and use of which shall be subject to the terms set forth on Exhibit A.  The foregoing is limited to operating systems, web servers or databases supported by SugarCRM as of the Effective Date and any additional operating systems, web servers or databases supported by SugarCRM in the future.

1.3	Limitation on Number of Portal Users.  SugarCRM may limit the number of Company's Portal Users at any time by providing Company with a written notice if SugarCRM believes, in its sole discretion, that Company's Portal Users are burdening or overwhelming SugarCRM's system.

1.4	Proprietary Rights.  SugarCRM and its licensors shall own all right, title, and interest to the Software, SugarCRM Intellectual Property and Portal and all technology, information, code or software provided to Company, including all portions, copies or modifications thereof.  Except as expressly provided herein, no license of any kind are granted hereunder, whether by implication, estoppel, or otherwise.

1.5	Grant to SugarCRM.  During any term of this Agreement, Company grants to SugarCRM a non-transferable, non-exclusive, license to reproduce and display Company's logos, trademarks, trade names and similar identifying material so that SugarCRM may refer to Company as a user of the Software should SugarCRM so desire, such as on the SugarCRM website, in press releases and in other marketing materials.

2.0	Fees and Payment

2.1 	Subscription User Accounts:  Company shall designate a Subscription Administrator and notify SugarCRM of the identity and contact information for said Subscription Administrator.  The Subscription Administrator may add Subscription Users to the Company's subscription for the Software by placing an order with SugarCRM.  Company is responsible for all activity occurring under Company's Subscription User's accounts.  Company shall notify SugarCRM immediately of any unauthorized use of any password, account, copying or distribution of the SugarCRM Technology.  Subscription User accounts cannot be shared or used by more than one individual Subscription User but may be reassigned to new Subscription Users replacing former Subscription Users.

2.2	Subscription Fee.  Company shall pay to SugarCRM an amount specified on SugarCRM's e-commerce website for the number of Subscription Users that Company selects ("Subscription Fee").   Company shall pay the applicable Subscription Fee for the initial term of the Subscription Period on the Effective Date.  Company shall make future fee payments for all Subscription Users due under the terms of this Agreement for renewal terms on each one (1) year anniversary of the Effective Date.   All fees paid to SugarCRM are non-refundable.  SugarCRM reserves the right to modify its fees upon thirty (30) day prior written notice, which may be provided by e-mail.  By entering into this Agreement, Company is expressly agreeing that SugarCRM will automatically bill Company's credit card or alternative payment form in the billing frequency established by the length of Company's initial term for renewal fees.  The renewal charge will be equal to the number of Users multiplied by the then-current per Subscription User fee.  Company agrees to provide SugarCRM with complete and accurate billing and contact information.  If invoiced by SugarCRM, payments for such invoices are due net 30 days.  SugarCRM may terminate this Agreement and/or Company's access to the subscription key if the billing or contact information is false, fraudulent or invalid.  Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon SugarCRM's net income.

2.3	Additional Subscription Users Fee. During any term of this Agreement, Company shall pay quarterly to SugarCRM a fee for any subscriptions for Additional Subscription Users from the previous quarter ("Additional Subscription User Fee").  The Additional Subscription User Fee shall be assessed at the then-current monthly rate, and shall be due and payable on Company's quarterly anniversary date from the Effective Date and will be pro rated monthly to be coterminous with the Initial Subscription Users.

2.4	Records Retention.  Company shall maintain accurate records necessary to verify the number of Subscription Users.  Upon SugarCRM's written request, Company shall provide SugarCRM with such records within ten (10) days.  If Company has more Subscription Users than Company has paid for, Company shall immediately pay SugarCRM the applicable Additional Subscription User Fee in addition to any costs incurred by SugarCRM associated with reviewing such records.

2.5 	Non-Payment:  SugarCRM may terminate this Agreement and/or Company's access to the subscription key  so that the Software will cease to function for Company's non-payment of fees that is delinquent by thirty (30) days or more (whether under this Agreement or a separate agreement). Company agrees that SugarCRM may charge unpaid fees to Company's credit card or otherwise bill Company for unpaid fees. SugarCRM shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances.

3.0	Confidentiality

Company and SugarCRM agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement.  This section shall not apply to any publicly available or independently developed information or the open source version of the SugarCRM software licensed under the SugarCRM Public License or the General Public License.  The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement.  The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

4.0	Infringement and Disclaimer of Warranty

4.1	Infringement.  During any term of this Agreement, if any portion of the Software (except for third party software) is held by a court of competent jurisdiction to infringe any third party intellectual property rights and Company incurs a liability or expense as a result of such holding, then Company's sole remedy shall be, and SugarCRM will, at its option: (i) obtain the right for Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, or (iv) refund all of Company's money paid under this Agreement during the prior twelve (12) months and all of Company's rights and licenses under this Agreement shall automatically terminate.

4.2	As Is/Disclaimer of Warranty.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AND/OR PORTAL AS PROVIDED BY SUGARCRM AND ITS LICENSORS IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  SUGARCRM AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THAT THE USE OF THE SOFTWARE AND/OR PORTAL WILL BE UNINTERRUPTED OR ERROR FREE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

5.0	Limitation of Liability

5.1	Force Majeure.  Except for the payment of fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control.

5.2	Disclaimer of Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUGARCRM OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE AND/OR PORTAL OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

5.3	Limitation of All Damages.  IN NO EVENT SHALL SUGARCRM'S OR ITS LICENSOR'S LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO SUGARCRM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

5.4	Failure of Essential Purpose.  The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy hereunder.

6.0	Term and Termination

The initial term shall commence on the Effective Date of this Agreement and shall continue for a period of one (1) year (the "Subscription Period"). In case of Additional Subscription Users who are authorized and added after the beginning of the initial term, the term of their usage of the Service shall be coterminous with the preexisting then-current term. Thereafter, the Agreement shall renew at the then-current Subscription Fees and Additional Subscription User Fees set forth at www.sugarcrm.com for successive terms of one (1) year, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the end of a term.  Company shall remain obligated for all fees through the date of termination.  Either party may terminate this Agreement prior to the end of a term if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty days following written notice of the breach. SugarCRM may terminate this Agreement and/or Company's access to the subscription key immediately upon notice to Company if Company's non-payment of any fees owed to SugarCRM (whether under this Agreement or a separate agreement) is delinquent by thirty (30) days or more.  Company's obligation to make a payment of any outstanding, unpaid fees and the terms of Sections 1.2, 1.4, 3-6 and 8 shall survive termination or expiration of this Agreement.

7.0	Government Users.  The Software and/or Portal under this Agreement is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1).  If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms and this Agreement as specified in 48C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors.  If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

8.0	General

Company agrees and certifies that neither the Software and/or Portal nor any other technical data received from SugarCRM, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained the Software and/or Portal.  Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of SugarCRM.  This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions, and Company and SugarCRM agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision.  This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and SugarCRM relating to its subject matter and all terms herein and supercedes all prior or contemporaneous agreements or understandings.  This Agreement may be modified or changed only in writing by authorized representatives of Company and SugarCRM. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this subscription, or, in the case of SugarCRM, when addressed to SugarCRM, Inc., Attn. Legal Counsel, 10050 North Wolfe Road SW2-130 Cupertino, CA 95014 USA.  No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein.  Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of SugarCRM.  Delivery of the Software or other performance by SugarCRM with respect to the Software shall not constitute SugarCRM's acceptance of any additional or different terms and conditions.

Exhibit A

Terms for MySQL Installer

(for offline client and server products only)

The following terms apply if Company is using the MySQL Installer:

1.	Company's license to use the embedded database for packaged installer is a limited, non-exclusive, non-transferable license to run one copy of the object code version of the embedded database for packaged installer on one machine or instrument solely as integrated with, and for running and extracting data from the offline client.

2.	Company may only use the embedded database for packaged installer for internal business purposes.

3.	Company may make copies of the embedded database for packaged installer only for backup and archival purposes.

4.	Company shall not (a) copy the embedded database for packaged installer onto any public or distributed network; (b) use the embedded database for packaged installer to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; (c) use the embedded database for packaged installer as a general SQL server, as a stand alone application or with applications other than Company Applications under this license; (d) change any proprietary rights notices which appear in the embedded database for packaged installer; or (e) modify the embedded database for packaged installer.

5.	Company may transfer the license granted with respect to the embedded database for packaged installer only if (a) Company complies with any conditions imposed by SugarCRM and Company delivers all copies of the Software to the transferee along with the Agreement, (b) transferee accepts the terms and conditions of the Agreement as a condition to any transfer, and (c) Company's license to use the Software terminates upon transfer.

7.	Company must comply with all applicable export laws and regulations.

8.	Company must immediately destroy all copies of the embedded database for packaged installer upon termination of the Agreement.

Exhibit B

Terms for MSSQL Installer

(for server products only)

The following terms apply if Company is using the MSSQL Installer: 

1.	Company may not run the embedded database for packaged installer on a platform other than the Windows platform.

2.	Company may not alter any copyright, trademark or patent notice in the embedded database for packaged installer.

3.	Company may not: (a) disclose the results of any benchmark tests of the embedded database for packaged installer to any third party without the prior written approval of SugarCRM's licensor; (b) work around any technical limitations in the embedded database for packaged installer; (c) reverse engineer, decompile and/or disassemble the embedded database for packaged installer (except and only the extent that applicable law expressly permits despite this limitation); (d) make more copies of the embedded database for packaged installer than specified in the Agreement or allowed by applicable law, despite this limitation; (e) publish the embedded database for packaged installer for others to copy; (f) modify the embedded database for packaged installer; or (g) renting, leasing or lending the embedded database for packaged installer.

4.	Company may make one (1) backup copy of the embedded database for packaged installer, which backup copy may be used only be used to reinstall the embedded database for packaged installer.

5.	The embedded database for packaged installer contains other Microsoft programs.  The terms of this Exhibit B govern Company's use of such other Microsoft programs.

