Thesa Source Code License Agreement This License Agreement ("the Agreement") by and between C. Bradford Barber, d/b/a the Barber Company, registered in Cambridge, Massachusetts ("Licensor") and you ("Licensee") shall be effective as of the date of your Acceptance in accordance with Section II, wherein Licensor and Licensee are collectively referred to as "the Parties". I. PREAMBLE WHEREAS, Licensor is the owner of a computer program and/or system for providing a thesaurus of quotations and programs (hereinafter, "Thesa System") and Licensor is the owner of intellectual property rights therein, WHEREAS, the Thesa System is comprised of a These Program and a Thesa Database comprised of excerpts from articles and publications, and associated documentation, WHEREAS, Licensee desires to take a limited license, for a License Fee, in and to the current source code version of the Thesa Program (hereinafter, "Thesa Source") and to be bound by the terms of this Agreement, wherein this NOW, THEREFORE, in consideration of the mutual covenants set forth hereinbelow and subject to payment of the License Fee, the Parties agree as follows: II. ACCEPTANCE YOUR PAYMENT OF THE LICENSE FEE SHALL SERVE AS YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you are not in full agreement with the terms and conditions of this Agreement you agree to immediately delete the Thesa Source from your system, or any other medium to which you have stored the Thesa Source or any portions thereof. III. THE GRANT A. Upon payment of the License Fee, Licensor hereby grants to Licensee a non-exclusive, worldwide, revocable license to the Thesa Source, including the right to download, store, compile, and use one (1) copy of the Thesa Source in accordance with this Agreement, but only to the extent allowed by applicable law. B. The License includes a right for Licensee to make "Derivative Works" (including bug fixes, patches, and enhancements) from the Thesa Source. Any such Derivative Work, including source code and object version of the Derivative Work, shall include or maintain Licensor's copyright notice for portions of the Derivative Work that are owned by Licensor. C. Licensee hereby grants to Licensor an unrestricted, royalty- free, worldwide, irrevocable, and perpetual license to make, use, copy, distribute, sublicense, assign and make derivative works of the Derivative Works. D. Licensee shall not have the right to distribute or redistribute the Thesa Source, whether alone or as part of a Derivative Work, without the prior written consent of Licensor. E. The License provided herein only applies to the current version of the Thesa Source at the time of Acceptance. IV. TERM AND TERMINATION A. The Term of this Agreement shall commence on the date of Licensee's Acceptance and continue until terminated by Licensor or Licensee. B. Licensor shall have the right to terminate this Agreement at anytime after one (1) year from the date of Acceptance, in Licensee's sole and exclusive discretion, without any recourse to Licensee, by providing a Termination Notice indicating the date of Termination. Licensee agrees that publishing a Termination Notice on a publicly accessible Web site shall serve as adequate legal notice of Termination. C. Licensee may terminate this agreement at any time, but shall not be entitled to a refund of the License Fee or any portion thereof. D. Upon Termination, by either Party, Licensee shall delete the Thesa Source from its system or from its Derivative Works, or from any other medium to which Licensee has stored the Thesa Source or any portions thereof. V. REPRESENTATIONS AND WARRANTEES A. The Thesa Source is provided "As Is" and use of the Thesa Source is at Licensee's own risk. Except as otherwise provided herein, licensor shall have no obligation to provide technical support, maintenance, fixes, or updates of the Thesa Source. B. Licensor shall have no liability to Licensee, or to third parties, for damages arising out of Licensee's use of the Thesa Source, and Licensee hereby waives forever all rights in law and equity with respect to any and all claims against Licensor arising out of or in connection with this Agreement and the Thesa Source. C. LICENSOR DISCLAIMS ALL WARRANTEES, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. D. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS (EVEN IF NOTIFIED OF THE POTENTIAL OF LOST PROFITS), AND COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, OR DISRUPTION OR CURRUPTION OF THIRD PARTY SYSTEMS, PROGRAMS OR DATA. VI. INDEMNIFICATION Licensee agrees to defend, indemnify and hold harmless Licensor for any and all costs (including reasonable attorneys' fees), damages, losses and awards arising from Licensee's use of the Thesa Source or any portion thereof (or associated with Derivative Works), including those that arise from Licensee's use of the Thesa Source that infringes the intellectual property rights of a third party or is otherwise unlawful or from Licensee's negligence or willful misconduct. VII. UPGRADES AND MAINTENANCE Licensor shall provide upgrades, if any, to the Thesa Source to Licensee for up to one year from Acceptance at no additional charge to Licensee. Any other upgrades will be provided at Licensor's sole discretion. VIII. INTELLECTUAL PROPERTY RIGHTS A. This Agreement does not transfer to Licensee any ownership or title in or to the Thesa Source or any portion thereof, or in any other intellectual property of Licensor. B. "Thesa" is a trademark of Licensor and this Agreement transfers no right, title or interest in or to use of "Thesa" to Licensee. IX. MISCELLANEOUS A. If any provision in this Agreement is, for any reason whatsoever, held to be void or of no effect, it shall not affect the validity of the remaining provisions of this Agreement, except where the voiding of said provision or provisions makes the entire Agreement unworkable. The void provision shall be replaced by a valid provision determined by Licensor, in its sole discretion. B. The terms and conditions of this Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof, and shall supersede all prior or contemporaneous communications, negotiations, representations or agreements between the parties with respect to the subject matter hereof. C. Licensor reserves the right to modify the terms of this Agreement in its sole discretion. D. This Agreement, in whole or in part, is not assignable or otherwise transferable by Licensee and Licensee shall not have the right to grant sublicenses of some or all of its rights hereunder, and any such assignment, transfer or grant shall be void. E. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the Parties agree to be subject to the jurisdiction thereof, as the sole and exclusive jurisdiction and venue for any and all claims arising out of or in connection with this Agreement. F. Licensee acknowledges and agrees that the Thesa Source is the confidential information of Licensor and that it shall remain confidential unless and until it enters the public domain by Licensor or a third party not having a duty to protect it. As such, Licensee agrees not to disclose the Thesa Source to any third party, and further agrees to protect the confidentiality of the Thesa Source according to all commercially reasonable standards. G. The terms of Sections V, VI, VIII and IX A, B, E and F shall survive the expiration or termination of this Agreement. C. Bradford Barber Barber Company Copyright 2002-2004 by C. Bradford Barber. All rights reserved. *****************************************************************