BY CLICKING THE "I UNDERSTAND AND ACCEPT" BOX, OR INSTALLING OR USING ALFRESCO'S "Enterprise Network Release" SOFTWARE (THE "SOFTWARE"), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("CLIENT") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS ALFRESCO ENTERPRISE NETWORK AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF CLIENT DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I UNDERSTAND AND AGREE" BOX AND DO NOT INSTALL THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I UNDERSTAND AND ACCEPT" BOX. ALTERNATIVELY YOU CAN ACCEPT THIS AGREEMENT BY PRINTING AND SIGNING THE FINAL PAGE AND RETURING BY POST OR FAX TO ALFRESCO SOFTWARE INC PRIOR TO INSTALLING THE SOFTWARE. TRIAL LICENCE 2.1 Rights Granted 2.1.1 ALFRESCO hereby grants to CLIENT a temporary non-exclusive, non-transferable Trial Licence to execute the Program(s) in the form in which it is provided to CLIENT and to load, copy or transmit the Program(s), to execute the Program(s) solely for the purposes of trial and evaluation of the Program(s). These rights are granted only to CLIENT and may not be assigned or transferred to any other party. CLIENT may not use the Program(s) for general production use. CLIENT must enter into a separate agreement to obtain general production licence rights. 2.1.2 CLIENT agrees not to cause or permit the reverse engineering, disassembly or decompilation of the Program(s). 2.1.3 By virtue of this Agreement CLIENT acquires only the right to load, execute and use Program(s) as provided for herein and does not acquire any rights of ownership, or any implied rights whatsoever. All right, title and interest in or to the Program(s) shall at all times remain the property of ALFRESCO or its licensor. 2.2 Transfer and Assignment The rights granted herein are personal to CLIENT, are restricted for use solely by CLIENT and may not be assigned or transferred to a third party without the previous written consent of ALFRESCO. CLIENT shall not disclose nor make available the Program(s) nor any part thereof to any third party in any form. 2.3 Documentation ALFRESCO shall provide CLIENT with relevant user Documentation as specified in the Price List. Copying of such Documentation, any User Guides and/or other reference materials is not permitted. 2.4 Verification At ALFRESCO's reasonable request, CLIENT shall furnish ALFRESCO with a signed statement verifying that the Program(s) are being used pursuant to the provisions of this Agreement. 2.5 Unauthorised Use If unauthorised use is made of the Program(s), or ALFRESCO has reasonable grounds for suspecting that it has occurred, and such use is attributable to the act or default of CLIENT, its servants or agents, then without prejudice to ALFRESCO's other rights and remedies , CLIENT will be liable to pay ALFRESCO such sums as ALFRESCO would have received had ALFRESCO entered into a Full-Use Licence with such unauthorised user. Any such charges shall be in accordance with ALFRESCO's then prevailing Price List. III DELIVERY INSTALLATION AND ACCEPTANCE ALFRESCO shall deliver download instructions for the Program(s) to the email address specified when the user fills the electronic form. IV PAYMENT PROVISIONS 4.1 Fees and Prices THe Trial Licence fee is free of charge for a period of 30 days following the download of the software. 4.2 Taxes Prices and fees are exclusive of, and CLIENT is responsible for, all other duties or taxes. Value Added Tax shall be charged at the rate in effect on the date of invoice. V TERM AND TERMINATION 5.1 Term Each Trial Licence granted hereunder shall remain in effect for the 30 day period from the date of download, or unless terminated as provided in Clauses 5.2 and 5.3 hereof. 5.2 Termination by CLIENT CLIENT may terminate this Agreement or any licence granted hereunder at any time. 5.3 Termination by ALFRESCO ALFRESCO may terminate this Agreement or any licence granted hereunder. (a) upon CLIENT's breach of this Agreement or any licence granted hereunder and if CLIENT fails to remedy such breach within fifteen (15) days following receipt of written notice specifying the breach; (b) if the CLIENT makes an offer to make an assignment for the benefit of its creditors or commences winding up proceedings otherwise than voluntarily or if a Receiver or Administrator (including Provisional Administrator) is appointed over all or any part of Client's property. 5.4 Effect of Termination Termination of this Agreement or any licence shall not limit nor restrict either party from pursuing any other remedies available to it, including but not limited to injunctive relief where appropriate. Such termination shall not relieve CLIENT of its obligations to pay all fees and charges which may have accrued prior to such termination. 5.5 Return of Program(s) upon Termination Should CLIENT elect not to purchase a licence for the use of the Program(s) at the end of the Trial Period, CLIENT agrees to discontinue all use of the Program(s), return all media to ALFRESCO, and to provide ALFRESCO with certification that all copies of the Program(s), whether partial or complete, have been returned to ALFRESCO and/or deleted from storage media. 5.6 Limitation of Warranty The Program(s) is provided to CLIENT for evaluation purposes only, exclusive of any warranty, including, without limitation, all warranties of merchantability or fitness for a particular purpose, or any other warranty, whether expressed or implied. ALFRESCO does not warrant that the Program(s) will meet CLIENT's requirements or that its operation will be uninterrupted. ALFRESCO DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE. 5.7 Limitation of Liability Neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control. To the maximum extent permitted by applicable law, IN NO EVENT WILL Alfresco BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT WILL ALFRESCO BE LIABLE FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO ALFRESCO UNDER THE TERMS OF THIS AGREEMENT. VI NON DISCLOSURE By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Program(s) and all information clearly marked as confidential. A party's Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party without breach of the Agreement. Results of benchmark tests run by CLIENT may not be disclosed unless ALFRESCO consents to such disclosure in writing. The parties agree, both during the term of this Agreement and for a period of two years after termination of this Agreement and of all Licences granted hereunder, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. In the event that CLIENT wishes to permit access to the Program(s) to a third party for the performance of services for the CLIENT then CLIENT shall seek ALFRESCO's prior consent which if granted will be on the basis that ALFRESCO is satisfied as to the conditions of confidentiality to be placed upon such third party. VII GENERAL 7.1 Assignment. Company may not assign this Agreement or any rights or obligations herein. 7.2 Modifications. No modifications are to be made to this Agreement unless evidenced by a writing signed by both parties. 7.3 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement remains in full force and effect. 7.4 Choice of Law. This Agreement shall be governed by the laws of the State of California without regards to its conflicts of law provisions. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Santa Clara County, California, and each party hereby submits to the personal jurisdiction of such courts. 7.5 Complete Understanding. This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, discussions, or proposals. It is expressly agreed that any terms and conditions of CLIENT's purchase order shall be superseded by the terms and conditions of this Agreement and the Trial Licence Order Form. 7.6 Notice. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this license, or, in the case of Alfresco, when addressed to Alfresco Software, Inc., Attn. Legal Counsel, 10 Whittier Road, Wellesley, MA 02481,United States of America USA. 7.7 US Government Restricted Rights. If Client is the United States Government or any contractor thereof, use, duplication, and disclosure of the product acquired hereunder and all licenses granted hereunder are subject to the following: (i) for acquisition by or on behalf of civilian agencies, as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of this commercial computer software license and as specified in Subpart 12.1212 of the Federal Acquisition Regulation (FAR), 48 C.F.R. 12.1212, and its successors; (ii) for acquisition by or on behalf of the Department of Defense (DOD) and any agencies or units thereof, as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of this commercial computer software license and as specified in Subparts 227.7202-1 and 227.7202-3 of the DOD FAR Supplement, 48 C.F.R. 227.7202-1 and 227.7202-3, and its successors. 7.8 Construction Headings have been included for convenience only and shall not be used in constructing any provision of this Agreement. Signature page to be used if not accepted by on-line click acceptance. Name___________________________ Position____________________ CLIENT(COMPANY)_________________________ Date________________ Signature_____________________ Alfresco Signature____________ Position____________________ Date________________