PLEASE READ THIS TRIAL AGREEMENT CAREFULLY. BY SUBMITTING A REGISTRATION PAGE TO VERSIONONE YOU INDICATE ACCEPTANCE OF, AND AGREEMENT WITH, THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE TRIAL MATERIALS.

THIS TRIAL AGREEMENT (the "Agreement") is made and entered into by and between VersionOne, Inc., ("VersionOne") and the person or entity indicated on the trial registration page submitted to VersionOne (the "Licensee"). This Agreement applies to (a) VersionOne’s VersionOne Enterprise computer software application: (i) made available to Licensee by means of the VersionOne Enterprise hosted application service available from a URL designated by VersionOne (the "Service"), if the Deployment Type selected by Licensee on the trial registration page is "On-Demand (SaaS)" (an "On-Demand Trial") or (ii) VersionOne Enterprise computer software application, downloaded from a VersionOne website, or obtained directly from VersionOne on Media or by other means, together with any Update and Error Correction, and replacements therefor (the "Software"), if the deployment type selected by Licensee on the trial registration page is "On-Site (Local)" (an "On-Site Trial"), and (b) the Documentation. This Agreement shall be effective on the date Licensee submits the trial registration page (the "Effective Date") and terminates, unless extended by VersionOne, 30 days after the Effective Date (such 30 day period and any extension is hereinafter referred to as the "Trial Period").

DEFINITIONS

As used in this Agreement:

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with Licensee and "control" means ownership of at least 50% of the equity or beneficial interests of such entity.

"Confidential Information" means all business or technical information of the Disclosing Party that is not generally known to the public and that derives value from not being generally known, whether such information is disclosed orally or in writing. Licensee acknowledges and agrees that the Trial Materials, the terms of this Agreement, and any source code, object code, proprietary tools, knowledge, or methodologies disclosed by VersionOne to Licensee in connection with this Agreement are Confidential Information of VersionOne. If this Agreement relates to an On-Demand Trial, VersionOne acknowledges and agrees that Licensee Data is Confidential Information of Licensee.

"Contractor" means an independent contractor performing services for Licensee or an Affiliate.

"Documentation" means the documentation and materials embedded in the Service and the Software or obtained directly from VersionOne.

"Electronic Device" means any computer or other device which accesses and or interacts with the Software or the Service by means of a web browser, network connection, or other means, and if this Agreement relates to an On-Site Trial, includes any computer or other device into which the Software is downloaded or installed.

"Media" means any object which can record information in a form that can be transferred into an Electronic Device.

"Trial Materials" means Service and Documentation, if this Agreement relates to an On-Demand Trial and the Software and Documentation, if this Agreement relates to an On-Site Trial.

"Use" means that Licensee, Affiliates, and Contractors may during the Trial Period, access, run, and interact with the Trial Materials in accordance with the terms of this Agreement to evaluate the (a) suitability of the Trial Materials for Licensee’s intended use and (b) functionality of the Trial Materials in Licensee’s environment.

TEMPORARY LICENSE – ON SITE TRIAL

This Section applies only to an On-Site Trial. Subject to the terms and conditions of this Agreement, the Trial Materials are temporarily licensed, not sold, to Licensee by VersionOne. VersionOne grants to Licensee and Licensee accepts from VersionOne, a limited, non-exclusive, non-transferable, and temporary license to install the Software on an Electronic Device owned or controlled by Licensee and Use the Trial Materials during the Trial Period. Licensee may make copies (in machine-readable form only) of the Software solely for backup or disaster recovery purposes, and may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Software as permitted by this Agreement. Contractors may Use the Trial Materials during the Trial Period solely for the benefit of Licensee or an Affiliate and not for the benefit of any other customer or client of Contractor and only for as long as Contractor is providing services to Licensee or an Affiliate during the Trial Period.

TEMPORARY LICENSE – ON-DEMAND TRIAL

This Section applies only to an On-Demand Trial. Subject to the terms and conditions of this Agreement, the Trial Materials are temporarily licensed, not sold, to Licensee by VersionOne. VersionOne grants to Licensee and Licensee accepts from VersionOne, a limited, non-exclusive, non-transferable, and temporary license to Use the Trial Materials during the Trial Period. Licensee may make a limited number of copies of the Documentation sufficient to support Licensee’s Use of the Service as permitted by this Agreement. Contractors may Use the Trial Materials during the Trial Period solely for the benefit of Licensee or an Affiliate and not for the benefit of any other customer or client of Contractor and only for as long as Contractor is providing services to Licensee or an Affiliate during the Trial Period.

Licensee acknowledges that VersionOne may analyze Licensee’s usage of the Trial Materials for product support, product development, and administrative purposes.

VersionOne will supply default administrator login credentials ("Login Credentials") for Licensee to assign user names and passwords to all personnel that will access the Service. Licensee assumes sole responsibility for use of the Login Credentials. If Login Credentials are misappropriated, Licensee shall notify VersionOne support staff immediately by telephone and shall concurrently provide written notice to VersionOne whereupon VersionOne will disable the Login Credentials reported by Licensee and issue replacement Login Credentials.

Licensee agrees to use the Service only for lawful purposes and in a manner that complies with all applicable laws in the jurisdictions in which the Service is used. Transmission of any material which, in the sole determination of VersionOne, is threatening, obscene, libelous, defamatory, discriminatory, or is otherwise offensive or illegal shall constitute a material breach of this Agreement. Licensee shall not violate or infringe the rights of any third party. Licensee agrees to report to VersionOne immediately and use reasonable efforts to stop immediately any copying or distribution of information, documents, software, products, and services contained or made available to Licensee in the course of using the Service; and not to impersonate another VersionOne user or provide false identity information to gain access to or use the Service.

Licensee agrees to indemnify, defend, and hold VersionOne harmless of and from any liability, cost, damage, and expense arising out of any claim made against VersionOne by any third party arising out of Licensee’s deployment and Use of the Service.

VERSIONONE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY OF LICENSEE’S COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS.

OWNERSHIP RIGHTS

Licensed Materials. Licensee is not acquiring any right or interest in the Trial Materials except the license to Use the Trial Materials for the Trial Period. VersionOne reserves all rights not expressly granted to Licensee and retains title and full ownership of the Trial Materials and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state or foreign laws. VersionOne is not obligated to provide, and Licensee acquires no right of any kind with respect to, any source code for the Trial Materials. Except as expressly permitted by this Agreement, Licensee may not: (a) sublicense, transfer, or otherwise assign its rights in the Trial Materials to any third-party; (b) modify, create derivative works of, translate, reverse engineer, de-compile, or disassemble the Trial Materials to develop any other computer program or for any other reason; or (c) copy the Trial Materials, in whole or in part, without the prior written consent of VersionOne. The original and all copies of the Trial Materials remain the sole property of VersionOne, subject to all of the confidentiality and other restrictions set forth in this Agreement. . Licensee must retain all legends relating to copyright, trademarks, patents, or confidentiality on all copies of the Trial Materials or any print of a screen display from the Trial Materials.

Licensee Data. VersionOne does not own any data, information, or material that is submitted to the Service ("Licensee Data"). Licensee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership, or right to use, Licensee Data. During the Trial Period, VersionOne will perform a full back-up of Licensee Data weekly and a daily incremental back up. During the Trial Period, all back-ups are stored in a secure location both on site and off site from the data center from which the Service is provided.

SUPPORT SERVICES.

During the Trial Period, VersionOne will provide the services described below ("Support"):

Email Support. VersionOne will furnish to Licensee a support email address for use by Licensee at any time, to report problems with the Trial Materials and to seek assistance to resolve such problems.

Telephone Support. VersionOne will furnish to Licensee a telephone number for use by Licensee Monday through Friday, from 9:00 a.m. to 5:00 p.m. Eastern Time, United States holidays excluded, to report problems with the Trial Materials and to seek assistance to resolve such problems.

Response. VersionOne will use all reasonable efforts to respond to all support issues with twenty-four (24) hours of notification of such support issues, excluding weekend days and holidays.

Licensee Representative. VersionOne shall provide Support only to the Licensee Representative.

LICENSEE RESPONSIBILITIES.

Licensee shall: (a) designate a representative of Licensee (the "Licensee Representative"), whose name is set forth in the trial registration page or subsequently changed by notice to VersionOne, and who shall be authorized to make decisions, approve plans, grant requests on behalf of Licensee, and receive notices from VersionOne, and (b) cooperate with VersionOne by, among other things, making available as reasonably required by VersionOne, management decisions and personnel in order that the Trial contemplated hereby may be properly accomplished during the Trial Period.

WARRANTIES

LICENSEE ACKNOWLEDGES THAT THE TRIAL MATERIALS ARE PROVIDED IN "AS-IS" CONDITION WITH NO WARRANTY. VERSIONONE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TRIAL MATERIALS INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.

LICENSEE REPRESENTS AND WARRANTS TO VERSIONONE THAT THE PERSON THAT COMPLETES AND SUBMITS THE TRIAL REGISTRATION PAGE IS DULY AUTHORIZED TO BIND LICENSEE TO THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT IS LEGAL, VALID, AND BINDING OBLIGATION OF LICENSEE, ENFORCEABLE AGAINST LICENSEE IN ACCORDANCE WITH ITS TERMS.

CONFIDENTIALITY

Each recipient of Confidential Information (the "Recipient") agrees that it will not use, disclose, provide, or otherwise make available any Confidential Information of the other party (the "Disclosing Party") during the Trial Period and for a period of 5 years thereafter except on a need to know basis in connection with the Use of the Trial Materials as authorized under this Agreement. Each Recipient agrees that it will obtain a written confidentiality agreement from each third party (consultant or any other person) not governed by this Agreement who is provided access to the Confidential Information of the Disclosing Party. Recipient shall use all reasonable efforts to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution not specifically authorized by this Agreement. Recipient shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect the Disclosing Party’s rights in Confidential Information.

The Recipient's obligations under this Agreement will not apply to any portion of the Confidential Information of the Disclosing Party that: (a) At the time of disclosure to Recipient, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement; (b) Recipient had in its possession at the time of disclosure by the Disclosing Party, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from the Disclosing Party or with knowledge of confidentiality restrictions; (c) Recipient subsequently acquires by lawful means from a third-party who is under no obligation of confidentiality or non-use owed to Disclosing Party; or (d) Recipient subsequently independently develops without any use of or reference to the Confidential Information of the Disclosing Party.

If Recipient is legally compelled to disclose any portion of the Confidential Information of the Disclosing Party in connection with a lawsuit or similar proceeding or to any governmental agency, Recipient will give Disclosing Party prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information of the Disclosing Party that must be disclosed. Recipient will cooperate fully with Disclosing Party in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information of the Disclosing Party. Recipient will disclose only that portion of the Confidential Information of the Disclosing Party that is legally required to be disclosed.

LIMITATION OF LIABILITY

IN NO EVENT WILL VERSIONONE, ITS SUBSIDIARIES, OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES OF VERSIONONE OR ITS SUBSIDIARIES BE LIABLE TO LICENSEE OR AFFILIATES OF LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF VERSIONONE OR A VERSIONONE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL VERSIONONE’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EVER EXCEED $100. THE LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VERSIONONE AND LICENSEE. VERSIONONE WOULD NOT HAVE PROVIDED THE TRIAL MATERIALS WITHOUT SUCH LIMITATIONS.

LICENSE TERMINATION

Either party may terminate this Agreement and the License granted hereunder by giving ten (10) days prior written notice to the other. This Agreement shall automatically terminate at the conclusion of the Trial Period. Upon any termination of this Agreement, Licensee must immediately cease all Use of the Trial Materials and delete all copies of the Trial Materials (including electronic copies) from any Electronic Device and Media on which the Trial Materials are then resident. Upon written request by VersionOne, Licensee shall certify in writing that it has complied with the preceding sentence. VersionOne will retain Licensee Data for sixty days after termination of this Agreement (the "Data Retention Period"). Upon Licensee’s written request VersionOne shall provide Licensee a back-up copy of Licensee Data. Following the Data Retention Period, VersionOne may delete Licensee Data from any Electronic Device and all Media on which Licensee Data is present without notice. The provisions of this Agreement labeled Limitation of Liability and Confidentiality shall survive the expiration or termination of this Agreement. The provisions of this Agreement labeled Limitation of Liability and Confidentiality shall survive the expiration or termination of this Agreement.

EXPORT

Licensee acknowledges and agrees that the Trial Materials are subject to restrictions and controls imposed by United States law. Licensee represents and warrants that Licensee is not (a) located in an embargoed country as designated by the Office of Foreign Asset Control of the Treasury Department (an "Embargoed Country"), or (b) listed on the prohibited persons list maintained by the Bureau of Industry and Security of the Department of Commerce (the "Prohibited Persons List"). Licensee will not re - export the Trial Materials to any person located in an Embargoed Country or listed on the Prohibited Persons List.

U.S. GOVERNMENT

The Trial Materials are a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the Trial Materials (or Licensed Product) with only those rights set forth herein. The contractor/manufacturer is VersionOne, Inc., 6220 Shiloh Road, Suite 400, Alpharetta, GA 30005.

GENERAL PROVISIONS

Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without the prior written consent of VersionOne and, any purported assignment or transfer without the prior written consent of VersionOne shall be null and void.

Amendments. VersionOne may amend this Agreement at any time, or from time to time, by posting a new Agreement on VersionOne’s website http://go.VersionOne.com/agreement/V1EntTrial, which shall be effective ten (10) days after the new Agreement is posted on VersionOne’s website or when Licensee is notified of such amendment by VersionOne by notice to the Licensee Representative, which ever occurs first.

Force Majeure. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.

No Waiver. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.

Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

Headings. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.

Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement may be brought in any appropriate state court sitting in Forsyth County, Georgia or in any federal court sitting in the Northern District of Georgia (Atlanta Division) (collectively, the "Permitted Courts") and the parties: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under, or to interpret any provision of, this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action. The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.

Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the agreement between VersionOne and Licensee in respect of the subject matter hereof, and supersedes and replaces all previous written or oral agreements, proposals, RFP responses, and representations. The parties acknowledge that there are no contemporaneous side-letters, or oral agreements, or other arrangements that contradict, alter, or otherwise serve to modify any of the terms set forth in this Agreement. The terms and conditions of this Agreement will control over any contradictory or additional terms and conditions in any request for proposal, proposal, purchase order, or other written form. Licensee acknowledges that VersionOne objects to all pre-printed terms and conditions on, or attached to, Licensee’s purchase orders and that such pre-printed terms and conditions shall be of no force or effect. This Agreement has been accepted by VersionOne in Alpharetta, GA. Nothing in this Agreement shall supersede any prior confidentiality agreement or license agreement between VersionOne and Licensee.

Notices. Notices given by VersionOne will be sent to the e-mail address or mailing address on the trial registration page. Notices given by Licensee to VersionOne must be given by e-mail to legal@versionone.com or such updated address as VersionOne may provide. Notice sent to the e-mail or conventional mailing address last provided by the Licensee Representative to VersionOne shall be effective, valid, and binding regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.