authorGEN SDK LICENSE and Software Distribution AGREEMENT

THIS SDK LICENSE AND SOFTWARE DISTRIBUTION AGREEMENT ("Agreement") is made and entered into effective month, __________ ("Effective Date") by and between Sikhya Solutions, LLC a North Carolina corporation having a business address at 9220 Fairbanks, Suite 205, Raleigh NC 27613 ("authorGEN") and Company ("Company"), a ________ corporation with a principal place of business at _________________________________("Licensee").
In consideration of the mutual covenants and promises written below, the parties, intending to be legally bound, agree as follows:

Terms and Conditions:

1.   Definitions

1.1            "SDK" or "SDK Software" means the authorGEN Software Development Kit header files, documentation and object code, provided to Licensee pursuant to this license. The SDK allows software developers to link the aG Flash converter to other programs.

1.2             "aG Flash converter" means authorGEN's PowerPoint-to-Flash converter. The aG Flash converter is the executable portion of the SDK, including the proxy or type library code.

1.3            "End User Application" means a specific application program that is commercially licensed to a person or firm as the end user of the application without further customization or integration.

1.4            "Intellectual Property Rights" means all intellectual property rights arising under statutory or common law or any other legal system in the world, including that which is acquired or obtained under a contract with a third party, and whether or not perfected, comprising any of the following: (i) copyrights, copyright registrations, mask works and mask work registrations; (ii) rights relating to the protection of trade secrets and confidential information; (iii) patents, patent applications, reissue patents and reissue applications, continuation and continuation in part applications, invention registrations, petty patents; (iv) trademarks, service marks, trade names, trade dress, domain names, and registrations for the foregoing, of all kinds and types; (v) any right renewals or extensions of the foregoing (as and to the extent applicable) now existing, or hereafter filed, issued or acquired.

1.5            "Licensee Products" means the Company Software System, which has capabilities for <please explain what the product does here>.

1.6            "Server Usage" means: use of the aG Flash Converter in a Software Product or Web Site where the aG Flash Converter is used to create Flash format content that will be made available (served) to Company application clients.

1.7             A "maintenance release" is a version of the authorGEN Flash converter component that is distributed primarily to fix problems or improve performance without significant change to the functionality of the component.

1.8             An "update" is a version of the authorGEN Flash converter component that provides minor additional features or functions, including but not limited to, compatibility with future versions of PowerPoint or Flash file formats, additional animations, or new operating environment or calling conventions/environments (DLL to COM to .NET, WinXP to Vista, etc.) without changing the primary functions of the SDK.  

1.9             An "upgrade" is a version of the authorGEN Flash converter that provides additional functions that clearly extend the functionality of the component beyond the core conversion function, including but not limited to conversion from formats other than PowerPoint to formats other than Flash.
 

2. GRANT OF LICENSE

2.1            Subject to timely payment of the License Fee and compliance with the terms of this Agreement, authorGEN grants Licensee a limited, worldwide, non-exclusive, non-sublicensable, non-transferable license to use the SDK solely to develop Licensee Products capable of converting PowerPoint files to Flash format. The SDK may only be used subject to the terms of this Agreement and may be used solely to convert PowerPoint files to Flash format. Licensee will not use or distribute, nor will it permit others to use or distribute, the SDK or any component thereof to any third party or in a manner inconsistent with the terms of this Agreement.   The SDK may only be used subject to the terms of this Agreement and may be used solely to convert PowerPoint files to Flash format.  Licensee will not use or distribute, nor will it permit others to use or distribute, the SDK or any component thereof to any third party or in a manner inconsistent with the terms of this Agreement.

2.2            Licensee is licensed to distribute copies of the aG Flash Converter executables incorporated in Licensee's server software products. Licensee shall be responsible for the payment of royalties due to authorGEN hereunder based on any licenses granted by Licensee to End User of the Software Product which uses the aG Flash Converter, whether or not such amounts have been actually paid or received by Licensee from the End User.

2.3            Ownership.  Other than the rights specifically granted above in Sections 2.1 and 2.2 hereof, nothing in this Agreement will be construed to grant to Licensee any Intellectual Property rights in, or ownership of any of the Software.

2.4            End Users.  The Licensee Products that incorporate the aG flash converter must be End User Applications. A user of an End User Application may not modify or redistribute the application and may not copy it. Licensee agrees to enforce the terms of the End User License Agreement (EULA) to the same extent that it enforces end user licenses of Licensee-owned technology, but in no event shall Licensee use less than reasonable care in such enforcement. If Licensee fails to enforce the terms of each such EULA, authorGEN may do so directly. For the purposes of enforcing the terms of each such EULA only, authorGEN shall be an express, named third party beneficiary of each such EULA. The End Users of a Company software system include content creators, instructors, presenters, students and viewers.

3.      Restrictions

3.1            The SDK header files and documentation shall not be distributed with any Company product.  The SDK shall only be used by Company to develop server Software Products. Only the run-time code necessary for operation of the aG Flash converter may be distributed, and only as part of the Company server products used to convert PowerPoint to Flash.

3.2           The License prohibits use of the SDK on a Software Product with web service or other such capabilities open to third parties such as, but not limited to, Apache modules, COM components, .NET components, regular DLLs or any similar software that can be used in open web services context .

3.3           The License prohibits use of the SDK to create products that enable PowerPoint to Flash conversion as a web or other software service unaffiliated with the conversion of Company content by licensed users of the Company software system.

3.4           The License only allows use of the SDK to create standalone software applications. Use of the SDK to build software components, such as but not limited to COM components, .NET components or any kind of static or dynamic library is not allowed unless these components are Company specific components or libraries in the natural factoring of the licensee's application residing only on the same physical server as the 'aG Flash converter' runtime code.  Licensee's code may call the aG Flash Converter component from within Licensee's components, but Licensee's interface may not expose the authorGEN SDK interface directly.

3.5           The SDK is licensed, not sold. The SDK is protected by copyright law and International copyright treaty provisions, as well as other Intellectual property law and treaties. Licensee shall not make or distribute copies of the SDK, or electronically transfer the SDK or any part of it outside Licensee's company and associated contractors working under a non-disclosure agreement .

3.6           Licensee may not reverse engineer, decompile, or disassemble or otherwise reduce the object code contained in the SDK to human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation .

3.7           Licensee shall not modify, sell, rent, transfer, resell for profit, distribute or create derivative works based on the SDK or any part thereof other than as set forth in Section 2.

3.8           The SDK License can only be used on: (i) Any number of minor or major versions of the Software Product, (ii) Minor variations of the Software Products such as "Lite" or "Pro" variations. This License does not permit use on any derivative or modified products.

3.9           Marketing Restrictions.  Licensee shall not market or advertise the new product solely as a "PowerPoint to Flash converter", or a "PowerPoint Flash converter" or using similar words.  However, the Licensee may advertise and document that conversion of PowerPoint animation to Flash is a feature of the Licensee's software system.

4.      Licensee Obligations

4.1           The SDK uses the open-source, freely available and other third party libraries listed on Schedule A, which require credit notices to be included on the Software Product that uses the SDK .

4.2           Any distribution of the Software Product that includes the aG Flash Converter shall be under the terms of a license agreement containing the terms that: (i) prohibit any modification to the aG Flash Converter, (ii) prohibit any reverse engineering, disassembly or recompilation of aG Flash Converter, (iii) disclaim any and all warranties on behalf of authorGEN, (iv) disclaim, to the extent permitted by applicable law, liability of authorGEN for any damages, whether direct, indirect, incidental or consequential, arising from the use of aG Flash Converter .

4.3           authorGEN shall have the right, upon reasonable request, to review any records of Licensee necessary to verify the royalties paid. Any such audit will be conducted at authorGEN's expense and at such times and in such a manner as to not unreasonably interfere with Licensee's normal operations. If a deficiency is shown by such audit, Licensee shall immediately pay that deficiency .

5. Maintenance and support

5.1           authorGEN shall provide Licensee continuing telephone and e-mail technical support for a period of One (1) year after the Effective Date.

5.2           authorGEN shall provide Licensee maintenance, update and upgrade releases for a period of One (1) year after the Effective Date.

5.3           authorGEN agrees to notify the Licensee of the availability of any maintenance, update or upgrade release via e-mail, telephone or fax, and to provide the release via FTP or mailed on commonly used physical media (such as CD- or DVD-ROM), in a timely fashion.

5.4           After the initial One (1) year period, support, updates, upgrades if and as they become available, will be offered by authorGEN for a separate per annum maintenance fees of 20% of the royalty fees paid by the Licensee as per clause 7.

5.5           Software defects found in the SDK or aG Flash converter component should be reported by Licensee to support@authorgen.com. authorGEN will evaluate and will make reasonable efforts to correct them in a maintenance revision of SDK or component or subsequent update or upgrade.

5.6           All support and upgrade will be provided to the Licensee directly. authorGEN will not provide support or upgrades to the End Users of the Licensee's products.

6. Delivery

6.1           authorGEN will deliver the final version of the SDK no later than one (1) business day from authorGEN's receipt of the Fee as described in Section 7 below, via e-mail, FTP or physical media.

7. Payment

7.1           For the rights granted herein by authorGEN, Licensee shall pay to authorGEN an initial royalty fee of _________ (________ U.S. Dollars) as an advance against the royalties for ______ copies @ $_______ per copy

7.2           Licensee will pay US$_______ per copy for all copies greater than ________.

7.3           The initial royalty fee shall be paid no later than ten (10) business days from the Effective Date. Subsequent licenses shall be ordered via purchase order and paid 30 days after receipt of invoice.

8. General

8.1           Arbitration. The parties agree to submit disputes between them relating to this Agreement and it formation, breach, performance, interpretation and application to final and binding arbitration, and any resulting award may be enforced in any court having jurisdiction. Arbitration will in Raleigh, NC, administered by the Laws of State of North Carolina.

8.2           Governing Law and Jurisdiction. The construction, validity and performance of this License shall be governed by the laws of State of North Carolina.

8.3           The SDK Software is not fault-tolerant and is not designed, manufactured or intended for use as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the SDK could lead directly to death, personal injury, or severe physical or environmental damage (High Risk Activities). authorGEN and it suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

9. Termination

9.1           Without prejudice to any other rights, this Agreement may be terminated by either party on written notice if the other party is in breach of its terms, in the event of a breach capable of being remedied, fails to remedy the breach within 28 days of notice thereof in writing. In such event, Licensee must destroy all copies of the SDK and all of its component parts.

10. Warranties

10.1        authorGEN hereby represents and warrants that it has sufficient right, title and interest in the SDK Software to grant the rights granted herein.

10.2          Licensee warrants and represent that it has full corporate power and authority to enter this Agreement, can fulfill all its obligations under this Agreement, and has not entered, and will not enter, into any agreements or arrangements which impede its ability to fulfill all or any of its obligations under this Agreement.

10.3         authorGEN further warrants that the SDK shall: (i) be free from errors to the best of authorGEN's knowledge, and (ii) conform to the specifications included in the documentation.

10.4          authorGEN requires the Licensee to test its Software Product with the evaluation copy of the SDK Software prior to purchase and prior to completion of this Agreement and issuance of the final version of the SDK Software. Completing the license agreement and receipt of the final version of the SDK Software confirms the acceptance of the SDK Software and the finalization of the purchase transaction by the Licensee.

10.5        authorGEN expressly disclaims any warranty for the SDK. The SDK and any related documentation is provided "as is" without warranty of any kind, either express or implied, including without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement.

10.6          The SDK Software is originally authored and developed by authorGEN and does not infringe (i) to its best knowledge any patents and (ii) any copyright, trade secret, or other proprietary right held by any third party. Although to its best knowledge, the SDK does not infringe any patents, authorGEN does not represent or warrant that the SDK Software is free of infringement of any third-party patents.

10.7         The SDK Software uses Portion copyrighted by Blue Pacific Software (http://www.blue-pacific.com) and contains the SDK Distribution Files of Blue Pacific Software.

10.8          Licensee warrants and represents that it will: (i) prohibit any modification to the SDK Distribution Files, (ii) prohibit any reverse engineering, disassembly or recompilation of SDK Distribution Files.

10.9          authorGEN expressly disclaim any and all warranties on behalf of Blue Pacific Software, to the extent permitted by applicable law, liability of Blue Pacific Software for any damages, whether direct, indirect, incidental or consequential, arising from the use of SDK.

11. Limitation of Liability

11.1        In no event shall authorGEN be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of use or inability to use this SDK, even if authorGEN has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion of liability for consequential or incidental damages, the above limitation may not apply. In no event will authorGEN liability for any damages to Licensee or any other person exceed the amount paid for the SDK.

11.2          All video, audio and other content accessed through the SDK is the property of the applicable content owner and may be protected by applicable copyright law. This license gives Licensee no rights to such content, and authorGEN disclaims any liability for misuse of content.

11.3         Licensee agrees to indemnify, defend and hold authorGEN harmless from and against any claims or lawsuits, including costs and attorneys fees, that arise or result from the use or distribution of the Software Product developed using the SDK, provided authorGEN gives Licensee prompt written notice of any such claim.

12. Force Majeure

12.1        Neither authorGEN nor Licensee will be liable to the other for any delays or losses resulting from events beyond its control, such as fire, earthquake, or casualty arising out of earthquake, accidents, adverse weather conditions, war, civil disorder, or government action; provided, however, that the affected party take reasonable efforts to mitigate the effects of such events. The affected party will promptly notify the other of any such event, and authorGEN and Licensee will meet promptly to determine appropriate resolution.

13. Waiver

13.1        No waiver of any provision of this Agreement will be binding unless it is in writing. No indulgence or forbearance by a party will constitute a waiver of the other party's right to insist on performance in full and in a timely manner of all covenants in this Agreement. Waiver of any provision will not be deemed to waive the same provision thereafter or any other provision of this Agreement at any time.

14. Entire Agreement

14.1        This Agreement constitutes the entire agreement between the parties pertaining to the specific subject matter herein and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, express or implied.

15. Amendment

15.1        This Agreement may be amended only by written agreement executed by the parties

16. Severability

16.1        If any provision or part of any provision contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or portions thereof, will not be in any way affected or impaired thereby.

17. Independent Contractors.

17.1        The relationship between authorGEN and Licensee is that of independent contractors. Nothing in this Agreement may be construed to make a party the agent or partner of the other. No party may legally bind the other parties in any manner.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date.     

Sikhya Solutions, LLC.    
     
By: ----------------   By: ---------------
  (signature)     (signature)
         
Name:     Name:  
Title:     Title:  
         

Schedule A

1       JPEG LIB version 6b Requires the following notice to be displayed in the credit section: "THIS SOFTWARE IS BASED IN PART ON THE WORK OF INDEPENDENT JPEG GROUP."

2      Free Type version 2.1.4 Requires the following notice to be displayed in a credit section: "Portions of this software are copyright © 1996-2002 The FreeType Project (www.freetype.org). All rights reserved."

3       LibTIFF version 3.57 Requires the following notice to be displayed in the credit section: "Copyright © 1988-1997 Sam Leffler Copyright © 1991-1997 Silicon Graphics, Inc Permission to use, copy, modify, distribute, and sell this software and its documentation for any purpose is hereby granted without fee, provided that (i) the above copyright notices and this permission notice appears in all copies of the software and related documentation, and (ii) the names of Sam Liffler and Silicon Graphics may not be used in any advertising or publicity relating to the software without the specific, prior written permission of Sam Lefller and Silicon Graphics. THE SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, AMU WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SAM LEFLLER OR SILICON GRAPHICS BE LIABLE FOR ANY SPECIALM INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR ANY DAMAGES WHATSOEVER RESULTINGFROM LOSS OF USE, DATA OR PROFITS WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE."

4      Turbine SDK 7 Requires the following notice to be displayed in the credit section: "THIS SOFTWARE IS BASED IN PART ON THE WORK OF INDEPENDENT Blue Pacific Software (www.blue-pacific.com)."