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3. AGREEMENTS In consideration of the recitals and covenants contained in this agreement, the parties agree as follows: A. COVERAGE. The terms and conditions specified in this license agreement shall apply to all licensed SIGMA components and to any custom SIGMA related programs licensed herein or provided at a later date through upgrade releases or amendments to this license. This agreement sets forth the entire understanding between Licensor and Licensee and may be amended only in writing. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS AGREEMENT. B. GRANT AND LIMITATIONS. Licensor hereby grants to Licensee, and Licensee accepts from Licensor, a nonexclusive, nontransferable and revocable license to use SIGMA on no more than the number of workstations specified in Section 4C below. This number of users limitation refers to the total number of different workstations upon which Licensee may, at any given moment, operate any or all of the SIGMA programs and its options, except the Test Administration Program (TAP). A "workstation" means either a stand-alone single-user computer or a node or terminal on a multi-user system or network of computers. Licensee may NOT use SIGMA and all of its ancillary or optional programs in such a way that more than the total number of users licensed are running any of the SIGMA programs simultaneously, whether at the same place or at different locations. The TAP provided with the TMS component may be used on no more than twenty-five (25) personal computers at anyone time. These twenty-five (25) computers are in addition to the number of workstations specified in Section 4C below. This grant authorizes the use by Licensee of only the configuration specifically paid for, as itemized in Section 4, below. Licensee agrees to use the SIGMA software ONLY for its own internal business purposes and not to use it in providing data processing related services to any other party or organization. C. LICENSED CONFIGURATION. This agreement entitles Licensee to install and use one SIGMA system so that no more than one AMS and/or one TMS database is used. The Licensee is entitled to use SIGMA in the configuration specified in Section 4C below so that no more than the total number of users licensed below are using any of the SIGMA programs simultaneously. The operation of any of the off-line programs, or any other optional or custom programs, except TAP, that may have been provided to work with SIGMA related files are also considered part of the SIGMA system, and their users are counted as workstations against the total number of simultaneous users licensed. D. TERM. The SIGMA software license agreement shall remain in force in perpetuity. Licensor may at its sole option terminate this agreement at any time, without any refund of fees paid, if Licensee fails to comply with any of the terms and conditions of this agreement. Licensee agrees upon termination to return to Licensor all original SIGMA program distribution disks and manuais, and to erase all SIGMA programs from all hard drives, backup CD-ROM disks, backup tapes, and any other storage media. E. ASSIGNMENT AND SUBLICENSING. Licensee agrees that it will not assign or sub-license any of its interest in this agreement, and that any attempt to do so shall be void and shall constitute a breach of this agreement. If Licensor assigns its interest in this agreement, then Licensor shall notify Licensee. F. PROPRIETARY NATURE AND CONFIDENTIALITY. Licensee acknowledges and agrees that the SIGMA SOFTWARE INCLUDING ITS CODE, DOCUMENTATION, APPEARANCE, STRUCTURE, AND ORGANIZATION, IS A PROPRIETARY PRODUCT OF CPS HUMAN RESOURCE SERVICES, AND IS PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL TIMES REMAIN WITH CPS HUMAN RESOURCE SERVICES. All documentation pertaining to SIGMA along with any future enhancements and revisions to them, whether created or documented by Licensor or Licensee and whether or not copyrighted or copyrightable, constitute trade secrets and proprietary information of Licensor, and are valuable and unique assets of Licensor's business, and are revealed to Licensee in confidence, and shall remain the sole and exclusive property of Licensor, and are licensed and loaned to Page 2 of 8 www.goslgma.corTI