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Business Pilot Hosting License THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE INDIVIDUAL, OR THE ENTITY IDENTIFIED AS "CUSTOMER" (AS DEFINED HEREINAFTER) AND INCODEA, INC. IDENTIFIED AS "INCODEA". THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH CUSTOMER MAY USE THE BUSINESS PILOT. BY CLICKING ON THE ACCEPT BUTTON, INSTALLING, HAVING BUSINESS PILOT INSTALLED ON CUSTOMER'S BEHALF, COPYING, HAVING BUSINESS PILOT COPIED ON CUSTOMER'S BEHALF, USING OR HAVING BUSINESS PILOT USED ON CUSTOMER'S BEHALF, CUSTOMER INDICATES THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT. IF "BUSINESS PILOT" IS INSTALLED, COPIED OR USED ON BEHALF OF CUSTOMER, THE TERMS SET FORTH IN THIS AGREEMENT SHALL APPLY TO CUSTOMER AS WELL AS TO THE INDIVIDUAL OR ENTITY INSTALLING, COPYING OR USING "BUSINESS PILOT ON BEHALF OF CUSTOMER. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE EARLIER OF THE DATE BUSINESS PILOT IS INSTALLED OR USED. "BUSINESS PILOT" SHALL BE DEEMED ACCEPTED BY CUSTOMER FIFTEEN (15) DAYS AFTER THE DATE "BUSINESS PILOT" IS DELIVERED TO CUSTOMER. IF CUSTOMER DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, DO NOT INSTALL OR USE "BUSINESS PILOT" AND RETURN "BUSINESS PILOT" TO INCODEA WITHIN FIFTEEN (15) DAYS OF THE DATE "BUSINESS PILOT" IS DELIVERED TO CUSTOMER. ANY REFUNDS (IF APPLICABLE) SHALL BE SUBJECT TO INCODEA STANDARD REFUND POLICY IN EFFECT, LESS ANY RESTOCKING FEES AND OTHER APPLICABLE FEES. BUSINESS PILOT AGREEMENT This BUSINESS PILOT Agreement ("Agreement") is made as of the Effective Date by and between Incodea, a corporation with offices located at 5200 NW 43rd Street, Suite 102-381, Gainesville, FL, USA 32606 and the individual or entity identified on the Sales Agreement as customer ("Customer"). W I T N E S S E T H: WHEREAS, Incodea owns that certain BUSINESS PILOT application entitled BUSINESS PILOT; and WHEREAS, Customer has had an opportunity to review and approve the functions and utilities of BUSINESS PILOT and is familiar with the use and operation of BUSINESS PILOT; and WHEREAS, Customer has independently determined that BUSINESS PILOT will meet the needs of Customer for a Business Process Automation Software; and WHEREAS, Customer desires to receive a license to use BUSINESS PILOT. NOW THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Incodea and Customer hereby agree as follows: ARTICLE I: RECITALS AND DEFINITIONS Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct. Section 1.02 -- Definitions: The following definitions shall apply: (1) Access: The term "Access" and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise. (2) BUSINESS PILOT: The term "BUSINESS PILOT" shall mean the object code for that certain BUSINESS PILOT application, including the Documentation, as provided by Incodea to Customer hereunder, including Updates. (3) Associate: The term "Associate" shall mean an employee of Incodea or an independent contractor hired by Incodea. (4) Authorized Person: The term "Authorized Person" shall mean Customer or employees of Customer who agree in writing to maintain the confidentiality of Confidential Information and individuals or organizations who are authorized in writing by Incodea to receive Confidential Information and who agree in writing to maintain the confidentiality of such Confidential Information. (5) Cancellation Notice: The term "Cancellation Notice" shall mean that written notice sent by Incodea to Customer seeking to cancel this Agreement because of breach of this Agreement by Customer. (6) Confidential Information: The term "Confidential Information" shall mean all information concerning this Agreement, BUSINESS PILOT, and the business and technical plans of Incodea that is disclosed by Incodea to Customer or learned by Customer. (7) Defects: The term "Defects" shall mean programming errors which substantially impair the performance, utility and functionality of BUSINESS PILOT, as represented in the Documentation. (8) Defect Notice: The term "Defect Notice" shall mean that certain written notice from Customer to Incodea identifying Defects. (9) Delivery Date: The term "Delivery Date" shall mean the date BUSINESS PILOT is delivered to Customer (as applicable). (10) Documentation: The term "Documentation" shall mean the BUSINESS PILOT user guide (in electronic or printed format) as provided to Customer on the Delivery Date. (11) Documentation Fee: The term "Documentation Fee" shall mean the sum of money paid by Customer to Incodea for additional copies of Documentation requested by Customer. (12) Effective Date: The term "Effective Date" shall mean the earlier of the date that the Sales Agreement is executed by Incodea and Customer or the date BUSINESS PILOT is installed or used. (13) Event of Bankruptcy: The term "Event of Bankruptcy" shall mean: (1) the filing of a petition under any insolvency or bankruptcy statute seeking the declaration of Customer as insolvent or bankrupt; (2) the filing of any action seeking receivership or reorganization of Customer pursuant to or under any insolvency or bankruptcy statute; or (3) the filing of any involuntary petition against Customer pursuant to any insolvency or bankruptcy statute if such petition shall remain unstayed or undismissed for a period of Fifteen (15) days after filing. (14) Implement: The term "Implement" and variants thereof (including, but not limited to, the terms "implementation", "implementing" and "implemented") shall mean to load. (15) Maintenance Services: The term "Maintenance Services" shall mean Defect resolution services concerning BUSINESS PILOT (excluding the System) as provided by Incodea to Customer for the prevailing fees and time and material rates published by Incodea and subject to Incodea standard maintenance terms. (16) Price: The term "Price" shall mean the total price to be paid by Customer to Incodea for the System and for licensing BUSINESS PILOT, as set forth in the Price Schedule. (17) Restatements: The term "Restatements" shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act, and Section 1839 of Title 18 of the United States Code (18 U.S.C. § 1839). (18) Services: The term "Services" shall mean Maintenance Services and that certain BUSINESS PILOT installation, training, telephone support, development and consulting services as requested by Customer and approved by Incodea in writing. (19) Term: The term "Term" shall mean a period of time commencing on the Effective Date and continuing until this Agreement is terminated or canceled under Article IV. (20) Third Party Technology: The term "Third Party Technology" shall mean third party BUSINESS PILOT, computer, hardware, peripherals, components, devices, equipment and technology used in connection with or related to BUSINESS PILOT. (21) Unauthorized Access: The term "Unauthorized Access" shall mean any access to BUSINESS PILOT except for the exclusive purpose of [Primary BUSINESS PILOT Purpose], and training employees of Customer in the use of BUSINESS PILOT. (22) Unauthorized User: The term "Unauthorized User" shall mean any individual who accesses BUSINESS PILOT except for: (1) employees of Customer authorized by Customer to access BUSINESS PILOT and (2) Authorized Persons authorized in writing by Incodea to access BUSINESS PILOT. (23) Updates: The term "Updates" shall mean the object code for updates, upgrades, new versions, new releases or modifications to BUSINESS PILOT as generally made available by Incodea from time to time to Incodea customers for the applicable fee. ARTICLE II: BUSINESS PILOT Section 2.01 -- Grant of License: Incodea hereby grants to Customer a non-exclusive and non-transferable license to use BUSINESS PILOT and to use the Documentation at the Facility for the License Term, subject to the terms and provisions of this Agreement. Section 2.02 -- Delivery: Customer hereby acknowledges Incodea shall deliver BUSINESS PILOT on the Delivery Date. Section 2.03 -- Implementation: Customer shall install BUSINESS PILOT. Customer shall implement BUSINESS PILOT on the System, subject to the terms and conditions of this Agreement. Section 2.04 -- Acceptance: BUSINESS PILOT shall be deemed accepted by Customer Fifteen (15) days after the Delivery Date unless Incodea receives Defect Notice by such fifteenth day. Upon receiving Defect Notice from Customer, Incodea shall review the asserted Defect to determine if the Defect is valid. If, in the reasonable professional judgment of Incodea the asserted Defect is valid, Incodea shall correct the Defect and resubmit BUSINESS PILOT for acceptance by Customer. If, in the reasonable professional judgment of Incodea the asserted Defect is not valid, Incodea shall submit to Customer a written explanation of the reasons why such asserted Defect is not valid. The written explanation of Incodea set forth herein shall be deemed accepted by Customer within Fifteen (15) days after receipt by Customer of such written explanation unless Incodea receives from Customer written notice rejecting such explanation and terminating this Agreement within such Fifteen (15) day period. Upon receipt of Defect Notice from Customer by Incodea as set forth above, BUSINESS PILOT shall be deemed accepted by Customer except as to the asserted Defects specified in the Defect Notice. Section 2.05 -- Risk of Loss: Customer shall assume risk of loss to BUSINESS PILOT as of the Delivery Date. Customer shall keep BUSINESS PILOT protected and in good working order, maintained and insured against loss for full replacement value until the date that the Price is paid in full by Customer. Section 2.06 -- Authorized Use: Customer shall prevent Unauthorized Users from accessing BUSINESS PILOT. Customer shall prevent Unauthorized Access to BUSINESS PILOT. Customer shall promptly inform Incodea of any and all Unauthorized Access (or suspected Unauthorized Access) and Unauthorized Users (or suspected Unauthorized Users) of which Customer has knowledge or suspicion. Access to BUSINESS PILOT using third party products for purposes of manipulating, viewing, disclosing or using the internal structure of BUSINESS PILOT(tm) or for creating a database, data dictionary or data model shall be deemed Unauthorized Access. Section 2.07 -- Site Restriction: Customer shall use BUSINESS PILOT only on the System and only at the Facility. Section 2.08 -- End Use: Customer hereby represents and warrants that Customer is licensing BUSINESS PILOT for its own use at the Facility and not for rental, leasing, resale, sublicensing, distribution, outsourcing, or offering service bureau services. Section 2.09 -- Services: Customer may request Services, as approved by Incodea. All Services shall be subject to the discretion of Incodea and shall be subject to Incodea standard service terms and applicable time and material rates. ARTICLE III: PAYMENT Section 3.01 -- Price: Customer shall pay, as a minimum, any setup fees and initial period hosting fees in advance of product delivery. Section 3.02 -- Documentation Fee: Customer may purchase additional copies of the Documentation from Incodea upon request by Customer and upon payment of the Documentation Fee. Section 3.03 -- Costs: Customer shall pay all costs incurred by Incodea in performing this Agreement. Such costs shall include (without limitation) postage, freight, telecommunications, fees charged by third parties, telephone, travel, lodging, per diem, material and reproduction costs. Section 3.04 -- Taxes: Customer shall pay any and all taxes attributable to this Agreement, to the transactions contemplated hereunder or to the transactions performed by Customer or third parties using BUSINESS PILOT, including, without limitation, any applicable sales or use taxes. Notwithstanding the foregoing, Customer shall not be responsible for paying any income taxes assessed against Incodea. Section 3.05 -- Late Fee: Any amount which is not paid when due shall be increased by a late charge equal to 1% of such unpaid amount for each month (or portion thereof) in which such amount is due and not paid. Section 3.06 -- Invoicing and Payment: Incodea shall perform Services at the time and material rates of Incodea prevailing at the time such Services are rendered. Incodea shall invoice Customer for fees and costs in connection with the Services. Customer shall pay any such invoice in full on the due date thereof or within thirty (30) days of receiving such invoice (whichever is earlier). ARTICLE IV: TERMINATION Section 4.01 -- Termination Limitations: This Agreement shall only be terminated or canceled as provided under this Article IV. Section 4.02 -- Term: This Agreement shall be valid for the Term. Section 4.03 -- Termination: Customer may terminate this Agreement for convenience upon providing thirty (30) days written notice of termination to Incodea, subject to the terms and provisions of this Agreement. Section 4.04 -- Cancellation for Cause: If Customer violates its obligations under this Agreement; Incodea may cancel this Agreement by sending Cancellation Notice describing the noncompliance to Customer. Upon receiving Cancellation Notice, Customer shall have Fifteen (15) days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required Fifteen (15) day period, Incodea shall have the right to cancel this Agreement as of the eleventh day after the date of the Cancellation Notice. Section 4.05 -- Return: Upon termination or cancellation of this Agreement, Incodea shall promptly remove Customer's access to its Business Pilot Hosting account. Upon termination or cancellation of this Agreement Fifteen (15) days after the Effective Date or after implementation of the BUSINESS PILOT, Incodea shall be entitled to retain all payments rendered to Incodea under this Agreement, including (without limitation) the Deposit, the Price, payment for the Services, and payments in anticipation of Services. ARTICLE V: WARRANTY Section 5.01 -- Warranty: Incodea represents and warrants that BUSINESS PILOT shall perform substantially as represented in the Documentation for the Term of the Agreement. Customer's exclusive remedy for breach of warranty shall be modification or replacement of BUSINESS PILOT, as determined by Incodea. Section 5.02 -- Third Party Warranties: Incodea hereby assigns to Customer the benefit of any and all Manufacturer warranties for the Third Party Technology and may cooperate (as determined by Incodea) with Customer in securing the benefit of any remedies available to Customer under any such Manufacturer warranty. Section 5.03 -- Service Warranty: Any Services provided by Incodea pursuant to this Agreement shall be performed on a reasonable efforts basis in a timely and professional manner and shall conform to the standards generally observed in the industry for similar Services and shall be subject to Sections 5.01, 5.04, 5.05 and 5.08. SECTION 5.04 -- DISCLAIMER: THE WARRANTIES SET FORTH IN SECTIONS 5.01 AND 5.03 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND INCODEA HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY. Section 5.05 -- Express Warranties: Customer hereby acknowledges and agrees that Incodea (including Incodea officers, employees, agents, directors, independent contractors, affiliates, distributors and successors) has not made or granted any express warranties concerning the System, the Services and BUSINESS PILOT except as expressly set forth in Sections 5.01 and 5.03 of this Agreement. Section 5.06 -- Third Party Claims: If a final judgment from a court of competent jurisdiction is entered against Customer upholding claims that BUSINESS PILOT violates a United States patent, copyright, trade secret or other proprietary rights of a third party in the United States, provided that Customer gives Incodea prompt written notice upon Customer's knowledge of any such claim, permits Incodea to answer and defend (at Incodea option) such claim or action and provides Incodea with information, assistance and authority to assist Incodea in the defense of such claim or action, Incodea shall perform one or more of the following actions (as determined by Incodea) within one year of the date final judgment in favor of such third party's claim is rendered by a court of competent jurisdiction: (1) Replacement: Replace BUSINESS PILOT with a non-infringing BUSINESS PILOT product of substantially equivalent functional and performance capability; (2) Modification: Modify BUSINESS PILOT to avoid the infringement without substantially eliminating the functional and performance capabilities of BUSINESS PILOT; (3) Obtain Agreement: Obtain a license for use of BUSINESS PILOT from the third party claiming infringement for use of BUSINESS PILOT. Incodea shall have the right to participate or assume the defense (as determined by Incodea) and Customer shall permit and authorize Incodea to participate in or assume the defense of any such claim or action through legal counsel. The foregoing remedy does not apply and Incodea shall have no obligation in connection with or relating to any third party infringement claim in connection with or related to (i) Customer's modification of BUSINESS PILOT; (ii) Customer's failure to use BUSINESS PILOT in accordance with the Documentation in effect; (iii) Customer's failure to use the most current release or version of BUSINESS PILOT; (iv) Customer's combination, interface, operation or use of BUSINESS PILOT with Third Party Technology; and (v) Incodea compliance with designs, instructions, or specifications required by Customer. The remedies set forth herein shall be the sole and exclusive remedies of Customer under this Agreement for any and all claims of indemnification relating to infringement. Incodea obligations set forth in this Section 5.06 shall not apply to the Third Party Technology. Section 5.07 -- Remedies: The exclusive remedy of Customer for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the System, BUSINESS PILOT or any transaction involving BUSINESS PILOT, regardless of the form of action, whether in contract or in tort, including negligence and breach of warranty, shall be limited to repair or replacement of BUSINESS PILOT as determined by Incodea. Section 5.08 -- Limitation of Damages: Incodea shall not be liable to Customer in connection with or relating to this Agreement, the System, BUSINESS PILOT and any transactions involving BUSINESS PILOT for any direct, indirect, lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including breach of warranty and negligence, regardless of whether Incodea has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. Notwithstanding anything to the contrary, the liability of Incodea for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the System BUSINESS PILOT and any transactions involving BUSINESS PILOT shall be limited to the license fee for BUSINESS PILOT. Section 5.09 -- Force Majeure: Incodea shall not be liable for any failure by Incodea to perform its obligations under this Agreement because of circumstances beyond the reasonable control of Incodea, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government, governmental authority or third party, declarations of governments, transportation delays, power failure, computer failure, telecommunications failure, Third Party Technology, failure of Customer to cooperate with the reasonable requests of Incodea, misuse of the System or BUSINESS PILOT by Customer or third party, breach of this Agreement by Customer or a third party and any other events reasonably beyond the control of Incodea. Section 5.10 -- Customer Indemnification: Customer shall release, defend, indemnify and hold harmless Incodea (including its officers, directors, employees, affiliates, independent contractors, distributors, agents and successors) against any expense, loss, cost or liability (including, without limitation, interest, penalties, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (1) use of BUSINESS PILOT by Customer, (including, without limitation, any claim regarding use of BUSINESS PILOT by Customer in an infringing manner or any claim by third parties for breach of warranty, negligence, loss of data, libel, slander, unfair competition, trademark infringement, or invasion of privacy); (2) performance of BUSINESS PILOT; (3) Customer's negligence or the acts (or any failure to act) of Customer hereunder; (4) any breach by Customer of the obligations of Customer hereunder; and (5) investigation or defense of any of the above or in asserting Incodea rights hereunder. Section 5.11 -- Cooperation: Customer shall cooperate with Incodea by providing Incodea with information concerning BUSINESS PILOT and the System as may be requested by Incodea from time to time and by providing Incodea with unrestricted access to the personnel, facilities, computers, computer BUSINESS PILOT and data of Customer. Section 5.12 -- Maintenance: Customer hereby acknowledges and agrees that Customer shall solely be responsible for acquiring, installing, implementing, updating, upgrading, maintaining and replacing the System and all Third Party Technology for any reason, including (without limitation) for Updates or correction of Defects, including (without limitation) all costs, fees, taxes and payments in connection therewith or related thereto. ARTICLE VI: INTELLECTUAL PROPERTY Section 6.01 -- Ownership and Title: Title to BUSINESS PILOT, including all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith shall be the exclusive property of Incodea. Customer hereby assigns, transfers and conveys to Incodea any and all rights, title and interests Customer may have or accrue in BUSINESS PILOT, including (without limitation) any and all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith. Section 6.02 -- Confidential Information: BUSINESS PILOT shall be deemed Confidential Information of Incodea. Customer shall maintain the Confidential Information in strict confidence. Customer shall not disclose Confidential Information except to Authorized Persons. Customer shall not access, duplicate or use the Confidential Information except as otherwise permitted under this Agreement. Section 6.03 -- Trade Secrets: Customer hereby acknowledges and agrees that the Confidential Information (i) derives independent economic value (actual or potential) from not being generally known to, or readily ascertainable by, other persons who can obtain economic value from its disclosure or use; (ii) is the subject of reasonable efforts by Incodea under the circumstances to maintain its secrecy; and (iii) is a trade secret as defined under Chapter 688 of the Florida Statutes [§688.002(4)] and the Restatements. Section 6.04 -- Reverse Engineering: Customer shall not reverse engineer BUSINESS PILOT and shall not allow BUSINESS PILOT to be reverse engineered. Section 6.05 -- Copies: Customer shall not copy BUSINESS PILOT and shall not allow BUSINESS PILOT to be copied without the prior written consent of Incodea. Section 6.06 -- Modifications: Customer shall not modify BUSINESS PILOT and shall not allow BUSINESS PILOT to be modified without the prior written consent of Incodea. Customer shall not use BUSINESS PILOT or any materials incident thereto to develop computer BUSINESS PILOT without the prior written consent of Incodea. If BUSINESS PILOT is modified, such modifications shall be the sole and exclusive property of Incodea and Incodea shall own any and all rights, title and interests to such modifications and any resulting computer BUSINESS PILOT, including (without limitation) any and all copyrights, patents and trade secrets therein or in connection therewith. Section 6.07 -- No Contest: Customer shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets, or copyrights of Incodea. Section 6.08 -- Employee Pirating: Customer shall not induce or solicit (directly or indirectly) any Associate to leave the employ or hire of Incodea. Customer shall not engage (directly or indirectly) the services of such Associate (as an employee, consultant, independent contractor, or otherwise) without the advance written consent of Incodea. Section 6.09 -- U.S. Government Restricted Rights: If Customer is the U.S. Government or an agency or department thereof (collectively "Government"), BUSINESS PILOT is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer BUSINESS PILOT Restricted Rights clause at 48 C.F.R. 52.227-19. Section 6.10 -- Proprietary Notices: Customer shall not remove, alter or obscure any copyright notices or other proprietary legends displayed by or used by Incodea in connection with or related to BUSINESS PILOT. Section 6.11 -- Trademarks: Incodea trademarks, trade dress, logos, tradenames or insignia ("Incodea Marks"), including (without limitation) Business Pilot(tm), are owned exclusively by Incodea. Incodea shall retain all rights, title and ownership interests in Incodea Marks. Customer shall not (directly or indirectly) use any trademark, trade name, trade dress, insignia or logo that is similar to or a colorable imitation of any Incodea Marks. Incodea represents and warrants that the Software shall not infringe upon or violate any patent, copyright, trade secret or other property right of any third party. This Agreement does not authorize Licensee to use any Sun name, trademark or logo. Licensee acknowledges that Sun owns the Java trademark and all Java-related trademarks, logos and icons including the Coffee Cup and Duke ("Java Marks") and agrees to: (i) comply with the Java Trademark Guidelines at <a href="http://java.sun.com/trademarks.html;" class="bp_link">http://java.sun.com/trademarks.html;</a> (ii) not do anything harmful to or inconsistent with Sun's rights in the Java Marks; and (iii) assist Sun in protecting those rights, including assigning to Sun any rights acquired by Licensee in any Java Mark. Section 6.12 -- Continuation: The terms and conditions of this Article VI shall survive termination and cancellation of this Agreement. ARTICLE VII: MISCELLANEOUS Section 7.01 -- Assignments: All assignments of rights under this Agreement by Customer without the prior written consent of Incodea shall be void. Section 7.02 -- Public Announcement: All public announcements of the relationship of Incodea and Customer under this Agreement shall be subject to the prior written approval of Incodea. Incodea shall have the right to use the name of Customer as a reference for marketing purposes in connection with BUSINESS PILOT. Section 7.03 -- Entire Agreement: This Agreement and the Sales Agreement contain the entire understanding of the parties and supersede previous verbal and written agreements between the parties concerning the System and BUSINESS PILOT. In the event of a conflict between the terms of this Agreement and the terms of the Sales Agreement, the terms of this Agreement shall prevail. Section 7.04 -- Amendments and Modifications: Alterations, modifications or amendments of a provision of this Agreement shall not be binding unless such alteration, modification or amendment is in writing and signed by Incodea and Customer. Section 7.05 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect. Section 7.06 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision thereof. Section 7.07 -- Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 7.08 -- Governing Law: This Agreement shall be governed by the laws of the State of Florida without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction and venue shall be in Alachua County, Gainesville, Florida. Section 7.09 -- Notice: Notices shall be in writing and shall be deemed delivered when delivered by commercial overnight delivery service, by courier, Certified or Registered Mail with Return Receipt Requested or by hand to the address set forth below for Incodea and to the address set forth on the Sales Agreement for Customer. Notice shall be deemed given on the date of receipt - as evidenced in the case of Certified or Registered Mail by Return Receipt. INCODEA: 5200 NW 43rd St Suite 102-381 Gainesville, FL USA 32606 Section 7.10 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, neuter, singular or plural as the context shall require. Section 7.11 -- Bankruptcy: If Incodea must institute, defend, appear or attend a bankruptcy proceeding as a result of the filing of bankruptcy by Customer, fees and expenses shall be paid by Customer. If Customer has a bankruptcy proceeding filed against it, Incodea shall recover attorney fees, expert witness fees, and other costs incurred by Incodea in connection with the bankruptcy proceeding, hearing or trial. Section 7.12 -- Waiver: Any waiver of a provision of this Agreement by Incodea shall not be binding unless such waiver is in writing and signed by Incodea. Waiver by Incodea of any breach of this Agreement shall not constitute waiver of any other breach. Any failure by Incodea to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Section 7.13 -- Relationship of the Parties: It is agreed that the relationship of Incodea and Customer is primarily that of licensor and licensee or seller and customer respectively. Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party shall maintain its separate identity. Section 7.14 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Gainesville, Florida USA. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by Legal Council identified by Incodea. Section 7.15 -- Assurances: Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to the other under this Agreement are true, correct and accurate as of the Effective Date to the best of their knowledge. Section 7.16 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration). Section 7.17 -- Equitable Remedies: The parties hereby acknowledge that damages at law may be an inadequate remedy to Incodea. Incodea shall have the right of specific performance, injunction or other equitable remedy in the event of a breach or threatened breach of this Agreement by Customer.

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