Contract Clauses - use this link and others that you may find to help identify each of the clauses below

Software License Agreement

FILL IN THE BLANKS WITH THE CORRECT NAME OF THE TERM

This Software License Agreement is made on October 15^th 2019 between Inigma Corporation, a Province of Manitoba corporation with its principal place of business at 123 Anywhere Lane, Winnipeg, Manitoba R3$2h5 ("[hereafter referred to as PARTY A]") and Mountain Software a Boston, Massachusetts corporation with its principal place of business at 1220 Beacon Street 50610 (hereafter referred to as "[PARTY B]").

The parties agree to the terms of this agreement.

1.1.________________ CLAUSE [PARTY A] is not liable for any damages resulting from any unauthorized modification of the Software.

1.2 ____________________CLAUSE. Both Parties agree that monthly license fee paid by [PARTY B] may change in accordance with the pricing algorithm included in schedule B.

1.3 ____________________ CLAUSE. [PARTY A] agrees to indemnify [PARTY B]

1.4 _________________ CLAUSE. This agreement begins on May 18^th 2019

1.5 _____________________ CLAUSE. This agreement is governed by the laws of Manitoba Canada.

1.6 ___________________CLAUSE. Parties agree that damages for breach are limited $10,000 for each instance.

1.7. ___________________CLAUSE "As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors. [PARTY A] is exempt from any liability for damages arising from the Software "As-Is" declaration.

1.8. _______________ CLAUSE. Either party may terminate this agreement for any reason on [90] Business Days' notice to the other party.

1.9. ________________ CLAUSE[PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of

(a)[PARTY B]'s use of the Software

1.10 ____________________. CLAUSE. This agreement, and any dispute arising out of this agreement shall be governed by the laws of the State of [The Province of Manitoba]

1.11.___________________ CLAUSE (see below)

(i)Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

(ii) Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

(iii) Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

1.12.__________________ . CLAUSE If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

1.13.__________________CLAUSE.No part of this agreement may be assigned to any third party without the express consent of both parties.

1.14.___________________CLAUSE. Both Parties agree that this agreement supersedes and surpasses any previous agreements on this matter and that everything the parties have agreed to is contained within this agreement.

1.15.____________________CLAUSE. [PARY A] liability is limited to the price paid for the Software.

1.16.___________________ CLAUSE. [PARTY A and/or PARTY B] agree that the following events should they occur and prevent the performance of related obligations will not cause liability for breach.

1.17.____________________CLAUSE [PARTIES] agree that in the event of a material breach or breach of warranty, the maximum damages dollar value for each instance is set at$_______ and $_________ respectively.

1.18.____________________CLAUSE [PARTIES] agree that no variation of the contract will be recognized without the express written agreement of both parties.

This agreement has been signed by the parties. [PARTY A NAME]

Name: [PARTY A SIGNATORY NAME] Title: [PARTY A SIGNATORY TITLE]

Name: [PARTY B SIGNATORY NAME] Title: [PARTY B SIGNATORY TITLE]