ARAS INNOVATOR® AGREEMENT 2.0

Last Updated January 1, 2009

IMPORTANT - READ CAREFULLY.

This ARAS INNOVATOR® Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity, collectively “you” or “Licensee”) and Aras Corporation (“Aras”) for the Aras Innovator® software product and all certified software applications for use therewith (the “Solutions”) provided by Aras that run on the Aras Innovator® application framework (collectively, “Licensed Software”), the documentation (the “Documentation”) for the Licensed Software Services (as defined in subsection B.1 below) and Professional Services (as defined in subsection C.1 below). By installing, copying, or otherwise using the Licensed Software or by purchasing the Services, you agree to be bound by the terms of this Agreement, including the warranty disclaimers, limitations of liability and termination provisions below. If you do not agree to the terms of this Agreement, do not install or use the Licensed Software. Should you have any questions concerning this Agreement, or if you desire to contact Aras for any reason, please access our website at www.aras.com or contact us at info@aras.com.

A. LICENSE FOR SOFTWARE AND DOCUMENTATION

A.1 GRANT OF LICENSE.

Licensee is hereby granted the following non-exclusive, non-transferable, and non-sublicensable rights with respect to Licensed Software and Documentation:

(a) to install the Licensed Software on computer servers owned or leased by Licensee for use solely by Licensee’s employees and the employees of Licensee’s suppliers and customers (“Authorized Users”);

(b) to make an unlimited number of copies of the Licensed Software for backup and disaster recovery purposes, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Licensed Software; and

(c) to make an unlimited number of copies of the Documentation and distribute those copies to Authorized Users, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Documentation.

A.2 RIGHTS TO ARAS INTELLECTUAL PROPERTY.

Except for the rights expressly granted above, all right, title and interest to the Licensed Software and the Documentation and copies thereof remains exclusively with Aras. Licensee may not sell, lease or sublicense any of the Licensed Software, Solutions or Documentation, or any derivative thereof to any third party, without executing an OEM commercial license agreement with Aras. Licensee agrees not to dispute any of Aras’ ownership rights in the Licensed Software or the Documentation.

A.3 Limited WarrantY and limitation of liability.

If Licensee does not purchase a Support Subscription (as defined in Section B) from Aras, the following warranty and limitation of liability shall apply:

(a) To the maximum extent permitted by applicable law, except as stated in this Agreement, the Licensed Software as provided by Aras is provided and LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ARAS DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE.

(b) During the term of this Agreement, if any portion of the Licensed Software is held by a court of competent jurisdiction to infringe any third party intellectual property rights, then Aras will, at its expense and option: (i) obtain the right for Licensee to continue to use the Licensed Software consistent with this Agreement; (ii) modify the Licensed Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component.

B. SUBSCRIPTION

B.1 SUBSCRIPTION Services.

If Licensee purchases from Aras a subscription (a “Subscription”) for Services (as defined below) and for as long as Licensee remains current in payments for the Subscription, the following terms and conditions shall apply:

Aras shall provide the following services (collectively, the “Services”):

(a) Correction of verifiable and reproducible errors in the Licensed Software that are reported to Aras by Licensee;

(b) Tracking and reporting of Licensee issues;

(c) Telephone and on-line hot-line support;

(d) Access to Aras training materials;

(e) Access to regularly scheduled Aras training classes, subject to availability;

(f) Access to download any new version of the Licensed Software generally released by Aras to its subscribers, which may include Microsoft certified versions of Licensed Software, bug fixes, patches, or maintenance releases;

(g) Access to download Solutions and software tools that run on/with the Aras Innovator® framework; and

(h) Additional services published from time to time by Aras, on its website, www.aras.com, or in other materials provide to Licensee by Aras.

With respect to the correction of a possible error in the Licensed Software reported to Aras by Licensee, Aras shall first verify that such an error is present and, if present, work in a diligent manner toward development of a correction. Aras shall have no obligation whatsoever to correct errors in any release of the Licensed Software other than the most recent release, provided, however, Aras shall continue to support the prior release for a reasonable period of time.

Services outside the scope of Aras’ obligations set forth above are excluded, including, but not limited to, substantial work involved in correction of problems identified by Licensee which are found not to be errors or which result from (i) use or modification of the Licensed Software in breach of the terms of this Agreement; (ii) faults or errors or malfunctions in any hardware or software not licensed by Aras; or (iii) failure by Licensee to implement recommendations or solutions or work-arounds to errors in the Licensed Software as previously advised by Aras.

B.2 LIMITED WarrantY, INDEMNITY AND LIMITATION OF LIABILITY.

Provided that Licensee has subscribed for and is current in payments for a Subscription, the following warranty, indemnity and limitation of liability provisions shall apply:

Aras represents and warrants that: (i) it owns or controls all rights in and to the licensed software; (ii) it has all rights, power and authority necessary to enter into and to fully perform this agreement and to grant the rights herein granted; and (iii) to its knowledge, neither the Licensed Software nor any related materials violate any law or will infringe upon the rights of any person or entity.

Aras shall indemnify and hold harmless Licensee and its affiliates and customers and their respective directors, officers, employees and agents and the successors and assigns of each of the foregoing from and against any and all claims, damages, liabilities, cost and expenses, including legal expenses and reasonable attorneys fees, arising out of any breach, inaccuracy or alleged breach or inaccuracy of any representation or warranty made by Aras in this Agreement, provided such breach does not arise from any unauthorized modification of the Licensed Software by Licensee or the use of the Licensed Software by Licensee on equipment not specified by Aras.

In claiming any indemnification hereunder, Licensee shall promptly provide the indemnifying party with written notice of any claim which Licensee believes falls within the scope of the foregoing paragraphs. Licensee may, at its own expense, assist in the defense if it chooses; provided that Aras shall control such defense and all negotiations relative to the settlement of any such claim; and further provided that Aras shall not settle any claim without the Licensee’s prior written consent, which consent shall not be unreasonably withheld.

IN NO EVENT SHALL ARAS BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ARAS’ LIABILITY UNDER THIS AGREEMENT EXCEED FEES FOR A SUBSCRIPTION PAID TO ARAS BY LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A CLAIM FOR SUCH DAMAGES.

B.3 PRICING, Term and Termination.

(a) The pricing and term of a Subscription shall be set forth in a purchase order (the “PO”) from Licensee. The pricing set forth in the PO shall be consistent with the then current list price published by Aras. Unless otherwise permitted by Aras, the minimum term for Subscription is two (2) years. Licensee shall pay for a Subscription in advance. Aras may reject a PO if inconsistent with the foregoing terms.

(b) The term of a Subscription shall commence upon the date specified in the P.O. and continue for the period specified in the P.O. (the “Initial Term”).

(c) A Subscription shall be renewed at Aras’ then current list price for additional one (1) year periods (a “Renewal Term”) unless the Licensee provides ninety (90) days advance written notice prior to the end of the Initial Term or the current Renewal Term of its intent to terminate the Subscription at the expiration of the current term. At the end of the Initial Term and each subsequent Renewal Term, Aras and Licensee will review the then current and planned number of Authorized Users and Aras will adjust the pricing for the Renewal Term based upon the results of such review (a “True-Up”).

(d) Licensee may lock-in pricing for a Subscription and extend the time between True-ups by specifying in its PO a term, with respect to the Initial Term, of greater than two (2) years and, with respect to the Renewal Term, of greater than one (1) year.

(e) Either party may, at their option and without further notice, immediately terminate a Subscription if the other party breaches its obligations under this Agreement and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach. Upon such termination, (i) Licensee shall promptly pay Aras any unpaid fee for the Subscription; (ii) Aras shall have no obligation to continue to provide the Services; and (iii) if Licensee terminates a Subscription based on a breach of contract by Aras, Aras shall pay Licensee a pro-rated refund of the fee paid for the current term of the Subscription.

C. PROFESSIONAL SERVICES

C.1 Scope of Agreement.

Licensee, from time to time, may engage Aras to perform certain professional services (“Professional Services”) as set forth in a statement of work (“SOW”) executed by Licensee and Aras. Professional Services may include, but are not limited to, installation, training, process consulting development and/or implementation services (the “Work Product”). Except as otherwise specifically provided in an SOW, each SOW shall be governed by the terms of this Agreement. As a condition to Aras’ obligations hereunder, Licensee must at all times: (a) in good faith cooperate with Aras and provide Aras with access to such information, facilities, and equipment as may be reasonably required by Aras in order to provide the Professional Services, including, but not limited to, providing Licensee data, security access, information, and software interfaces to Licensee’s business applications; (b) provide such personnel assistance, as may be reasonably requested by Aras from time to time; and (c) carry out in a timely manner all other Licensee responsibilities set forth in the SOW. In the event of any delay in Licensee’s performance of any of the obligations set forth in (a), (b) or (c), or any other delays caused by Licensee, Aras may adjust its obligations and milestones set forth in the SOW as reasonably necessary to account for such delays.

C.2 Services.

The Professional Services to be performed by Aras under this Agreement, the rate of compensation to be paid by Licensee for such Professional Services, and any other terms applicable to such Professional Services shall be described in the SOWs. Aras agrees to perform the Professional Services described in each SOW in accordance with the terms of this Agreement and the terms set out in the applicable SOW.

C.3 Term and Termination.

Obligations of the parties with respect to Professional Services shall commence on the date indicated on a signed SOW and shall continue until terminated as provided in this subsection C.3. Professional Services may be terminated as follows:

(a) If Licensee fails to make any payment due for Professional Services, and fails to cure such breach within ten (10) days after receiving written notice from Aras, then Aras may immediately and without further notice cease providing Professional Services and declare all sums for Professional Services due, and to become due for Professional Services, immediately payable;

(b) Except as set forth in subsection C.3(a) above, either party may terminate the Professional Services (i) in the event that the other party breaches any material obligations under this Agreement and SOW and such breach is not cured within thirty (30) days after the receipt of written notice of the alleged breach.

C.4 Rights to Intellectual Property.

Except as specified in a separate agreement with Licensee, Aras shall retain any and all rights to ideas, inventions, developments and/or designs conceived or developed by Aras in connection with its performance of the Professional Services. Aras performance of the Professional Services pursuant to this Agreement shall not create any rights in Licensee with respect to the Licensed Software or any patents, trademarks, trade secrets and/or other intellectual property rights of Aras.

C.5 Limited Warranty and limitation of liability.

Provided that Licensee has purchased Professional Services and is current in its payment for Professional Services, the following limited warranty and limitation of liability shall apply solely with respect to Professional Services:

Aras warrants that the Work Product will substantially conform to the specifications set forth in the SOW (the “Specifications”). The sole responsibility of Aras shall be to correct or replace that portion of the Work Product which fails to conform to the Specifications; provided, however, that Licensee has reported in writing to Aras any defect or error within sixty (60) days of delivery (the “Review Period”) of the Work Product. Aras shall have no liability if (i) Licensee modifies the Work Product without Aras’ prior written consent; (ii) Licensee fails to give Aras written notice of the non-conformance of the Work Product to the Specifications within the Review Period; or (iii) the failure of the Work Product to conform to the Specifications is caused in whole or part by persons other than Aras, or by products, equipment or computer programs not licensed by Aras. THE EXPRESS WARRANTY SET FORTH IN THIS SUBSECTION C.5 IS THE ONLY WARRANTY GIVEN BY ARAS WITH RESPECT TO PROFESSIONAL SERVICES OR THE WORK PRODUCT; ARAS MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. ARAS’ EXPRESS WARRANTY SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, ARAS’ RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH ITS PERFORMANCE OF PROFESSIONAL SERVICES.

IN NO EVENT SHALL ARAS’ LIABILITY FOR PROFESSIONAL SERVICES OR THE WORK PRODUCT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO ARAS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING NON-CONFORMANCE TO SPECIFICATIONS GIVING RISE TO SUCH CLAIM.

C.6 Infringement.

During the term of this Agreement, if any portion of the Professional Services is held by a court of competent jurisdiction to infringe any third party intellectual property rights, then Aras will, at its expense and option: (i) obtain the right for Licensee to continue to use the Work Product consistent with this Agreement; (ii) modify the Work Product so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component. The foregoing states Aras’ sole liability, and Licensee’s exclusive remedy, in the event that any portion of the Professional Services is held to infringe any third-party intellectual property right.

D. general terms and conditions

(a) IN NO EVENT SHALL ARAS BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except as set forth in subsections B.2 (provided you have purchased a Subscription and remain current in your payments for Subscription) and C.5 (provided you have purchased Professional Services), the entire liability of Aras and your exclusive remedy under this Agreement shall not exceed five dollars (US $5.00).

(b) Either party may terminate this Agreement in the event that the other party admits in writing its inability to pay its debts generally as they become due, makes a general assignment for the benefit of creditors, institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy act, or consents to the filing of a petition seeking such reorganization, or ceases to do business itself or through a successor.

(c) Licensee may not reverse engineer, decompile, or disassemble the Licensed Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(d) Without prejudice to any other rights, Aras may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Licensed Software and all of its component parts.

(e) If Licensee sues anyone over patents that it thinks may apply to the Licensed Software (including a cross-claim or counterclaim in a lawsuit), Licensee’s license to the Licensed Software shall end automatically.

(f) Licensee and Aras agree to maintain the confidentiality of any proprietary information received by the other party including non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. Confidential Information shall not include publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. After termination or expiration of this Agreement, each party shall return to the other party any Confidential Information of the other party received during the term of this Agreement. Notwithstanding the foregoing, the existence of this Agreement and the identity of the Licensed Software and the parties to this Agreement may be disclosed for business purposes by either party. Aras may also for business purposes, issue mutually agreed upon press releases, and distribute information, including Licensee’s name and logo and any endorsement by Licensee regarding its use of the Licensed Software.

(g) Subsections A.2, A.3, B.2, C.4, C.5 and Section D shall survive any expiration or termination of this Agreement.

(h) Licensee represents and warrants that Licensee shall not, directly or indirectly, export, re-export or transship products, technology or software in violation of any applicable U.S. export control laws and regulations or any other applicable export control laws of any country having jurisdiction over the parties or the transaction contemplated by this Agreement.

(i) The Licensed Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. The rights of the United States Government to use, modify, reproduce, release, perform, display or disclose the Licensed Software and Documentation shall be governed by this Agreement.

(j) In the event of any inconsistency between the terms of this Agreement and the terms of any PO, SOW or other communication, electronic or otherwise, from Licensee, the terms of this Agreement shall control.

(k) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the Federal and State courts within Suffolk County, Massachusetts. Each party hereby irrevocably consents to the personal and exclusive jurisdiction and venue of these courts. The parties agree that, in the event that the Uniform Computer Information Transaction Act, any version thereof or a substantially similar law (collectively “UCITA”) is enacted as to be applicable to a party’s performance under this Agreement, said statute shall not govern any aspect of this Agreement, any license granted hereunder, nor any of the parties’ rights and obligations arising pursuant to this Agreement. The applicable law shall be the law as it existed prior to the enactment of UCITA. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.

(l) If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.

(m) This Agreement and the use of the Licensed Software and Documentation provided hereunder are not assignable without the prior written consent of Aras. Any attempt at assignment by you, including by means of merger, acquisition, operation of law or otherwise, without such consent shall be null and void and of no force and effect.

(n) If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other party. Neither party shall be liable for any loss, injury, delay or damages suffered or incurred by the other party due to the above causes.

(o) This Agreement sets forth the entire understanding and agreement between Licensee and Aras and supersedes all proposals or communications, oral or written, between the parties relating to the subject matter of the Agreement. No modification of the Agreement shall be binding unless it is in writing and is signed by authorized representatives of both parties.

(p) All fees and any other charges incurred hereunder are exclusive of all federal, state, municipal, and other governmental excise, sales, use, customs, value added, and other taxes, fees or duties now in force or enacted in the future. If Aras is required to pay any such taxes, the taxes shall be billed to and paid by Licensee. Licensee agrees to pay on or before its due date all such taxes, fees, duties and charges which arise out of or in connection with this, but excluding taxes measured by Aras’ net income.