Software End User License

ARTICLE 1 - LICENSE

1.1 License. Subject to the terms and conditions of this Agreement, Simlog grants to the Buyer (for use by the Buyer's employees only, or where the Buyer is a duly registered vocational training institute, by the Buyer's employees and students only) and the Buyer accepts from Simlog, a non-exclusive and world-wide license to use the Simlog Software, in both the "Evaluation Mode" and "Commercial Mode" versions, in machine-readable form only (object code), and related documentation (together referred to as the "Licensed Products").

1.2 Title. The Licensed Products, all trade secrets, source codes, object codes and other intellectual property rights therein, including all copyrights, patents and applications related thereto, are and remain proprietary to and shall be and remain the sole property of Simlog. The Buyer shall acquire no right, title, interest or claim whatsoever in or to any of the Licensed Products or to any of the trademarks related thereto and may not sub-license the Licensed Products or any of the trademarks or any rights hereunder without the prior written consent of Simlog.

1.3 Restrictions. The Buyer shall not, under any circumstances, directly or indirectly, copy (other than reasonably required for normal use and backup purposes), de-compile or reverse engineer all or any part of the Simlog Software. Each licensed copy of the Simlog Software shall be used on a single computer and shall not be made available on a network drive without the prior written approval of Simlog. The Buyer shall not remove any copyright, trademark or patent notice or trade secret legend from any copy of any of the Licensed Products in any form. The Buyer shall inform every employee authorized by the Buyer to use the Licensed Products in accordance with the Buyer's obligations hereunder.

1.4 Assignment. Neither the license granted hereunder, nor the Licensed Products or any part thereof, may be sub-licensed, rented, assigned or transferred by the Buyer without the prior written consent of Simlog, provided however that the Buyer shall have the right to sub-license, assign or transfer the license granted hereunder and the Licensed Products or any part thereof to any affiliate, as that term is defined in the Income Tax Act of Canada.

ARTICLE 2 - REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

2.1 Software Warranty. Simlog represents and warrants that it has the right to grant the license granted hereunder. Simlog acknowledges and warrants that the Licensed Products will perform in accordance with the documentation provided by Simlog to the Buyer, insofar as the Licensed Products are used in conformity with all instructions and specifications mentioned in such documentation. Simlog's sole obligation in the event of reproducible programming errors reported by the Buyer to Simlog during the 12-month period following purchase of the Licensed Products is to refund the Buyer or provide a new version of the Licensed Products, at Simlog's option. This warranty to the Buyer shall be void if the Buyer is in material default under this Agreement or to the extent that the non-conformance is due to modification of the Licensed Products that is not done in conformity with Simlog's operating, maintenance and/or service guidelines or to misuse or negligence by the Buyer (or by the Buyer's employees, or where the Buyer is a duly registered vocational training institute, by the Buyer's employees and students) in operating the Licensed Products.

2.2 Limit of Liability. Except as expressly stated in this Article, there are no warranties, conditions, guarantees or representations as to merchantability or fitness for a particular purpose or other warranties, conditions or representations, whether express or implied, oral or written except as expressly stated herein. In no event shall Simlog be liable for any consequential, incidental, direct or indirect, foreseen or unforeseen, present or future damages whatsoever, including loss of profit arising out of the purchase of the Licensed Products by the Buyer or the use of or inability to use said Licensed Products by the Buyer. Subject to the terms of this Agreement, Simlog's liability and the Buyer's exclusive remedy for any cause of action arising out of this Agreement and the performance of the Licensed Products shall be expressly limited to replacement or if replacement cannot take place in a reasonable time in accordance with this Agreement, payment in an amount not to exceed the cost of the Licensed Products for which damages are claimed.

ARTICLE 3 - TERMINATION

3.1 Right of Termination. Either party may terminate this Agreement if the other party breaches a material provision hereof, by giving ten (10) day advance written notice to the other party. The notice must describe the event or condition of termination in reasonable detail. If the event or condition giving rise to the right of termination is not dealt with within that period, this Agreement will terminate at the end of that period.

3.2 Bankruptcy, etc. If The Buyer becomes insolvent, files a bankruptcy petition or proposes an arrangement to its creditors, becomes the subject of an involuntary bankruptcy petition which has not been dismissed within ninety (90) calendar days, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to conduct business, Simlog may terminate this Agreement immediately.

3.3 Effect of Termination. In the event that this Agreement is terminated, all copies of the Licensed Products in the Buyer's possession shall become Simlog's property and the Buyer will promptly return them to Simlog or, at Simlog's request, will destroy all copies of the Licensed Products in the Buyer's possession, and will certify to Simlog in writing, by the signature of a duly authorized representative of the Buyer, that it has done so. All obligations relating to non-use will survive termination of this Agreement. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement.

ARTICLE 4 - GENERAL

4.1 Entire Agreement. Unless otherwise provided by law to which the parties hereto cannot derogate, this Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior expression of intent, representation, advertising, promotional material, or understanding, oral or written, relating to the subject matter of this Agreement.

4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and of Canada. Any dispute or conflict arising out of this Agreement shall be submitted to the courts of the Province of Quebec in the judicial district of Montreal, Quebec and the parties hereto irrevocably attorn to the jurisdiction of said courts.

4.3 Language. The parties hereto agree that this Agreement and all documents related thereto shall be written in the English language. Les parties conviennent que cette entente et tous les documents qui s'y rattachent soient rédigés en anglais.