NOT FOR RESALE (“NFR”) LICENSE AGREEMENT

These NFR terms and conditions apply to and govern the performance of any written erwin order form that expressly incorporates them by reference (“Order Form”) that is agreed between erwin,Inc., with an office located at225 Broadhollow Road, Suite 304, Melville, NY 11747, (“erwin”) and [Insert Name], [Insert Address]

“Customer” or identified in an applicable Order Form, (“Licensee”), (individually referred to below as a “Party” and collectively as the “Parties”). The NFR License Agreement (as defined below) is effective from the “Start Date” stated in the applicable Order Form (“Effective Date”) and lasts for the “Initial term of Contract” set out in the applicable Order Form (as the same may be extended or amended “Evaluation Period”). The Licensee wishes to evaluate the erwin product identified in the applicable Order Form (“Product”) for the purposes of determining whether it meets the Licensee’s requirements and erwin is willing to allow the Licensee to use the Product in accordance with the terms of the NFR License Agreement and, where required, provide it with a license key to enable Licensee do so (“License Key”). During and subject to this NFR License Agreement, erwin may supply related services as agreed between the Parties in writing.

1. GRANT OF LICENSE. NO SUPPORT

1.1Licensee hereby agrees to comply with the NFR License Agreement when using the Product and only to use it for Authorized Purposes (as defined below). Access to and use of the Product by Licensee shall be subject to full execution of an applicable Order Form and shall be deemed to be an unconditional acceptance of the terms and conditions set out in this document and any additional specifications erwin may provide in connection with the Product (such Order Form, these terms and conditions and any such additional specifications are collectively referred to as the “NFR License Agreement”). Except as otherwise expressly stated, and subject to additional use of the Product by the Licensee pursuant to other licenses granted to it by erwin, if any, this NFR License Agreement exclusively governs the use of the Product in a non-production/non-live environment (including loading, installing, running, testing, examining, analyzing and operation) (“Non-Production Use”) during the Evaluation Period (as defined in Section 1.2 below) only for Licensee’s internal-business purposes limited to lab/development environments for permitted analysis/review by Licensee, or permitted demonstration by Licensee of the Products to third parties (“Authorized Purposes”). Such Non-Production Use may but need not result in Feedback by Licensee to erwin. “Feedback” means, measurement of access and use of Products, automatically generated and collected information and reports related to such access, use and operation (which may include personally identifiable data), and written comments, suggestions, observations, proposals, recommendations, opinions on, amongst other things: (i) potential improvements; and (ii) all problems, faults, errors, bugs, defects, difficulties, shortcomings, design faults, look and feel issues, usability performance, efficiency and reliability issues in operational performance. Licensee may, in its sole discretion, provide erwin with Feedback. Licensee hereby assigns to erwin all right, title, and interest in and to any Feedback, including all intellectual property rights therein or relating thereto.

1.2Subject to the other terms and conditions of this NFR License Agreement including any additional restrictions imposed by erwin at any time by written notice, during the Evaluation Period and in the territory of Licensee’s principal physical address set out in the applicable Order Form, erwin hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicenseable, fully paid up, royalty-free right and license to (i) operate the Product and use any associated documentation (“Documentation”) for Licensee’s for Non-Production Use limited to the Authorized Purposes, unless otherwise stated in the applicable Order Form; and (ii) make one copy of it for back-up purposes; and (iii) permit third party contractors performing services on Licensee’s behalf to exercise the foregoing rights solely for the benefit of the Licensee and provided that Licensee shall be jointly and severally liable for all of their acts and omissions in respect of their use of the Product and Documentation (collectively, “Permitted Use”).

1.3Except as expressly stated in Clause 1.2 or as expressly stated in an applicable Order Form, no other license is granted to Licensee by implication, estoppel or otherwise. In particular, Permitted Use does not include the right to and Licensee agrees not to: (i) copy or use the Product outside the Evaluation Period or in any manner except as expressly permitted in this NFR License Agreement; (ii) attempt to circumvent, disable or defeat the limitations on Licensee’s Permitted Use of the Product, (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Product in whole or in part to any third party; (iv) use the Product for providing time-sharing services, any software-as-a-service offering (“SaaS”), service bureau services or as part of an application services provider or as a service offering; (v) alter or remove any proprietary notices in the Product; (vi) make available to any third party any analysis of the results of operation of the Product, including benchmarking results, without the prior written consent of erwin; or (vii) reverse engineer or decompile the Product except as permitted by applicable law. Licensee shall promptly notify erwin of any unauthorized use, reproduction or distribution of the Product or Documentation of which it becomes aware.

1.4Prior to expiry of the Evaluation Period, either Party may terminate this NFR License Agreement on seven days notice which may be given for any or no reason and without liability for such termination.

1.5Upon expiry or prior termination of this NFR License Agreement:(i) the License Key shall be revoked; and (ii) Licensee shall forthwith cease any and all use of the Product and Documentation licensed hereunder; and (iii) uninstall the Product and destroy all copies made by or for it of the Product and Documentation and procure that those third parties referred to in clause 1.2(iii) above do likewise. Licensee acknowledges and understands that its use of the Product shall be automatically reported to erwin by means of an embedded software reporting mechanism and hereby consents to such reporting.

1.6Non-Production Use of the Product under the NFR License Agreement does not include and Licensee shall not have access to and erwin shall have no obligation to provide any support in respect thereof. In erwin’s sole discretion, Licensee may be able to email questions about Products used by it under the NFR License Agreement to the NFR email account. This account may be monitored by an account manager and/or sales engineer to provide limited support for the Permitted Use, in such manner and of such quality as erwin may decide from time to time in its sole discretion. Unless special permission is given by erwin, Licensee’s ability to make Non-Production Use of certain features of the Product under the NFR License Agreement will be restricted/limited and such use in connection with other erwin, Inc. products/services (such as DM, BP etc.) will still require Licensee to add money into the erwin Platform.

2. PAYMENT

2.1There are no fees payable for the rights granted under clause 1.2. In the absence of written agreement otherwise, any use of the Product or Documentation acquired under this NFR License Agreement after its expiry or termination is prohibited.

3. CONFIDENTIALITY

3.1The Product is hereby deemed to be the Confidential Information of erwin. Despite the provisions of any pre-existing, still-subsisting, non-disclosure agreement between the Parties, Licensee shall keep the Product and all details about the Product and the existence and terms of this NFR License Agreement in strictest confidence and not disclose any of them to any third party except as expressly permitted by the Authorized Purposes or otherwise by erwin in this NFR License Agreement or in writing by erwin after the Effective Date.

4. WARRANTY

4.1Each Party warrants for itself that it has the necessary authority to make this NFR License Agreement. Apart from the Licensee’s limited rights of Permitted Use, erwin shall retain all its right, title and interests in, to and under the Product, none of which are transferred to the Licensee.

5. DISCLAIMER

5.1THE PRODUCT AND DOCUMENTATION ARE PROVIDED UNDER THIS NFR LICENSE AGREEMENT “AS IS” WITHOUT WARRANTY OF ANY KIND, AND ERWIN AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING THERETO. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ERWIN AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT WITH RESPECT TO THE PRODUCT AND DOCUMENTATION. FURTHER, ERWIN DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCT OR DOCUMENTATION WILL BE ERROR FREE OR THAT THE LICENSEE’S USE WILL BE UNINTERRUPTED.

6. Limitation of Liability

6.1SUBJECT TO CLAUSE 6.3 BELOW, IN NO EVENT SHALL ERWIN OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, OR THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF ERWIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2SUBJECT TO CLAUSE 6.3 BELOW, ERWIN’S MAXIMUM AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

6.3NOTHING IN THS AGREEMENT SHALL HAVE EFFECT SO AS TO LIMIT OR EXCLUDE A PARTY’S LIABILITY FOR FRAUD INCLUDING INTELLECTUAL PROPERTY INFRINGEMENT, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

7. Miscellaneous

7.1Assignment. Except in the case of any entity that controls, is controlled by or is under common control with it, Licensee may not assign this Agreement, in whole or in part, without the prior written consent of erwin (for which purpose “control” means having the right to vote more than 50% of the issued voting shares). Any assignment in violation of this Clause 7.1 shall be void ab initio and of no effect.

7.2Force Majeure. Neither party will be liable for, or be considered to be in breach of or in default under this Agreement as a result of any cause or condition beyond such party’s reasonable control.

7.3Notices. Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or via email, if acknowledged received by return email or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified below the signatures on this Agreement. Either party may from time to time change its address for notices under this Clause by giving the other party notice of the change in accordance with this Clause 7.3.

7.4Non-waiver. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance.

7.5Entire Agreement. This NFR License Agreement, along with any valid amendments hereto, completely and exclusively states the entire agreement of the Parties regarding the licenses granted under Clause 1.2 above, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the Parties, oral or written, regarding such subject matter. The Parties hereby expressly acknowledge and agree that if Licensee issues any purchase orders or similar documents (“Licensee POs”) in connection with the Product or Documentation licensed under Clause 1.2 above, it shall do so only for its own internal, administrative purposes and such Licensee POs shall not have any contractual force or effect. By entering into this NFR License Agreement, whether prior to or following receipt of Licensee’s POs, the Parties are hereby expressly showing their intention not to be contractually bound by the contents of any Licensee POs, which are hereby deemed rejected and extraneous to this Agreement, and erwin’s performance of this NFR License Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in any Licensee POs; (ii) an amendment of this NFR License Agreement, nor (iii) an agreement to amend this NFR License Agreement. This NFR License Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this NFR License Agreement and which is signed on behalf of erwin and Licensee by their duly authorized representatives.

7.6Third Parties. Governing Law and Courts. The Parties intend that no third party shall be entitled to benefit from this NFR License Agreement which shall be governed by and construed in accordance with the laws of New York State, whose courts in the County of Suffolk shall have exclusive jurisdiction over any and all disputes arising out of or in connection with it except that Licensee acknowledges that its breach of this NFR License Agreement may cause irreparable damage to erwin and hereby agrees that erwin shall be entitled to seek injunctive relief anywhere in the world under this NFR License Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

LICENSEE:______ERWIN, INC.

By:______By:______

SignatureSignature

______

Name typed or printedName typed or printed

______

TitleTitle