Sample End User Software Maintenance Agreement

No. EUSMA-0004

by and between

Bitplane AG, Technoparkstrasse 1, CH-8005 Zürich, Switzerland ("BITPLANE")

And

Sample Inc., MUT-881.327, 1110222 Sampletown ("USER")

Whereas

• USER intends to keep BITPLANE software license(s) of up to date
• USER intends to take advantage of BITPLANE’s software services with regard to technical advice and application support to improve performance
• BITPLANE intends to make the latest product versions available to USER
• BITPLANE intends to promote the use of its products to the best of their performance
• BITPLANE wishes to fully satisfy the needs of USER with respect to its products

Objective

BITPLANE provides technical assistance and application support with respect to PRODUCT as defined in the following sections. BITPLANE will provide new versions for the installed software (UPDATES) at no extra charge. During maintenance USER will receive, Free Of Charge, any updates released BUT these carry no maintenance beyond the expiration of this agreement. BITPLANE releases at least one update per year.

Failure To Deliver Update

If no update becomes available in the timeframe of one year after the contract commencement date (Section 5) then Customer will receive a free update when it is. One day after successful delivery of the delayed update the first year of the maintenance period is considered terminated. For maintenance contracts that last longer than one year the 2nd year starts at that date which prolongs the contract respectively for the product/module concerned.

If no update can be delivered because the product is discontinued BITPLANE offers a Free Of Charge upgrade to another software of similar functionality. It is at BITPLANE's sole discretion to evaluate and select upgrade products.

If no upgrade products are suitable to substitute for the discontinued product BITPLANE credits USER for the full maintenance amount paid for that particular product. The credit can be used to buy another BITPLANE software module or maintenance.

Operating System

USER keeps the operating system of the computer on which the products are installed current. New versions of our products may require features that are available only with the latest operating system. Such versions cannot be made available for older operating systems.

The fact that a particular update is not available for the operating system version installed by USER does not qualify for receiving an upgrade or a credit (ref. 1)

Software Licenses Subject To This Agreement (PRODUCT)

Imaris license No. 123, NeuronTracer License No. 134, DepthAnalysis license No. 135, Colocalization license No. 146, Selima License No. 178

Term of Agreement

This agreement starts on MAY 1, 1999 and terminates on DECEMBER 31, 2000 (DURATION).

Maintenance Fee and Payment Terms

The maintenance fee for PRODUCT and DURATION is 99'999.00 CUR. USER agrees to pay this fee within 30 days following USER's signature of this agreement.

License Service

BITPLANE replaces lost of damaged licenses. Replacement licenses are supplied by E-mail (preferred), made available for "ftp download" on "ftp.bitplane.com", or shipped on 3.5" Windows (FAT) formatted floppy disks.

Bitplane keeps a backup copy of all licenses on behalf of USER.

Re-License Service

BITPLANE can provide replacement, node-locked, licences if USER wishes to transfer the Bitplane software installation to a new workstation. User will be required to sign an "End User Re-Licensing Agreement" which will be provided upon request

Telephone Support

USER has direct access to BITPLANE’s service helpline at no charge, other than the ordinary telephone connection cost. BITPLANE will make its best endeavour to return the call within 24 hours and take appropriate action to address the support issue.

Bitplane reserves the right to implement an additional charge for support calls should the volume be deemed excessive. It is Bitplane’s responsibility to communicate to USER any such intent prior to its implementation

BITPLANE may choose to respond by E-mail when either the volume or the type of information requested seems inappropriate for telephone conversation.

E-mail Support

The E-mail Support address for your territory can be found at our home page (http//www.bitplane.com) under the "contacts" link.

BITPLANE will make its best endeavour to respond to requests within 24 hours and take appropriate action thereafter.
 

Internet Support

BITPLANE maintains a set of support pages that are reserved for customers within warranty or under maintenance. These pages offer a download section from which PRODUCT can be downloaded and installed by USER. USER receives a personal access code to these pages consisting of a user name and a corresponding password.

Free Admission to User Group Meetings (UGM)

BITPLANE intends to organise an annual UGM in your territory to which you will receive free admission.

Download Area For Software Updates

New versions of PRODUCT (UPDATES) will be made available to USER as they are released. BITPLANE intends to send UPDATES to USER, on a suitable medium, at least once per year or when available. Intermediate releases will be made available for download fromthe BITPLANE support web page. New versions of PRODUCT are made available to USER at no extra charge.

Single Point of Contact For Your Support Matters

BITPLANE supports USER for all questions related to its software products. BITPLANE assists USER with problems related to the installed hardware from Silicon Graphics, Inc (SGI). In the case of hardware failure BITPLANE is able to establish communication between an SGI support centre and USER and keep track of the status of the support actions take by SGI.
 

Price Information on Contract Continuation

BITPLANE will inform USER about the terms and price of the continuation of this agreement 6 month before its termination.

Miscellaneous Items Changes and amendments to this agreement can only be made in writing. If any of the paragraphs becomes void the rest of the agreement is not affected. The place of jurisdiction is Zurich, Switzerland.