ATTACHMENT A

CAMTRACK LICENSE AGREEMENT

LICENSE: Lilly & Co.

USERS: Up to 20 for duration of Camtrack contract

BACKGROUND

Keel Systems LLC wishes to license computer software to the Licensee or employer of the Licensee and the Licensee or employer of the Licensee wishes to purchase the software.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Agreement

  1. Under this Agreement Keel Systems LLC grants to the Licensee a non-exclusive and non-transferable license (the “License”) to use Camtrack (the “Software”).
  2. “Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
  3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively Keel Systems LLC. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights of the Software.
  4. Copies may be made for backup purposes only.
  5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any of other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
  6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies
  7. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement. By using the Software implies acknowledgement of the Agreement.