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KI Encompass™ CAD and Encompass™ Specifier License Agreement

WHEREAS, KI has developed and is the owner of Encompass™ CAD and Encompass™ Specifier software (hereinafter referred to as "Software"); and WHEREAS, KI has developed various menus and processing techniques to run the Software more efficiently which have been programmed into the Software; and WHEREAS, KI Customer is interested in obtaining the Software with the developments and improvements made by KI. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which KI and customer hereby acknowledge, KI and customer hereby agree as follows:

1. Software.

KI shall specify the Software for Customer and shall customize and program into said Software the menus and processing techniques to run the software more efficiently which were developed by KI (hereinafter referred to as "Improvements"). KI shall also set up the Improvements.

2. License.

KI owns all rights and title to the Improvements made to Software, including copyrights. Any violation of this License Agreement shall constitute a violation of said copyrights, which shall be actionable by KI. KI grants to Customer a revocable, worldwide, non-exclusive license during the term of this Agreement to use the Software with Improvements.

3. Term.

This Agreement shall remain effective until terminated by either KI or Customer upon thirty (30) days written notice to the other.

4. Assignment and Sublicensing.

Customer shall not assign the rights granted herein nor grant a sublicense without the prior written consent of KI.

5. Non-Compete.

Customer shall not use the Software with Improvements in a manner that would in any way compete with KI.

6. Non-Disclosure.

Customer agrees and acknowledges that the menus and processing techniques developed by KI to run the Software more efficiently are confidential and proprietary to KI. Pursuant thereto, customer agrees that it will not publish, disseminate, or otherwise disclose in any manner to any other person or entity, nor use in any way except as allowed under this Agreement, the Software with Improvements licensed hereunder, as well as all information, materials, and documents concerning the same, whether written or oral, provided to Customer by KI as part of its consulting and training services, without the prior written consent of KI.

7. Disclaimer.

KI provides no warranties, express or implied, regarding the use, performance, and/or capabilities of the Software with Improvements. Any representations made by KI are subjective, based on the education and skill level of the presenter. Customer therefore agrees that any said representations cannot be relied upon for purposes of defeating the lack of warranty as set forth herein, or otherwise making a claim against KI based on the failure of the Software with Improvements to meet Customer's expectations. Customer hereby agrees that KI shall not be responsible or in any way liable for any claims, costs, damages, or other expenses, including lost profits or other business losses, claimed by Customer as a result of the Software, Improvements made to the Software by KI, setup of the Software by KI, and consulting and training services performed by KI.

8. Waiver.

The waiver of any party to assert a right set forth in this Agreement shall not constitute a waiver of any other provision or right granted herein. Any waivers must be in writing.

9. Alterations.

This Agreement shall be modified only upon the mutual consent of both parties set forth in a writing signed by both parties.

10. Governing Law.

This Agreement and all disputes arising hereunder shall be resolved under the laws of the State of Wisconsin, and venue shall be in Brown County Circuit Court, Wisconsin, and may not be moved to any other state or federal court.

11. Complete Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter set forth herein.

12. Paragraph Headings.

The paragraph headings contained in this Agreement are inserted for convenience only, and shall not constitute a part of this Agreement.