License Agreement

1. BACKGROUND Operant Systems Inc. (OSI) is the exclusive owner of U.S. Patent Number 8,182,267 (“Patent”) and a proprietary software platform directed at the servicing, teaching and management of special needs children and adults that is delivered as a software and Customer desires to obtain a license to such software in accordance with the terms and conditions of this Agreement.
2. LICENSES
   
   1. Grant
      Subject to the terms and conditions of this Agreement, OSI hereby grants to Customer a personal, non-exclusive, non-transferable, non-sub licensable license during the term of this Agreement in accordance with any additional restrictions, including territorial restrictions.
      1. to permit Users (as defined in Exhibit A hereto) to access and use the Software solely for the Permitted Use (as defined in Exhibit A hereto); and
      2. to make a reasonable number of copies of the user documentation provided by OSI pertaining to the Software (the “Documentation”) and distribute those copies only to Users.
   2. Restrictions
      The licenses granted under this Agreement are expressly conditioned on Customer’s compliance with each of the following conditions:
      1. Customer agrees that Users may access and use the Software solely for the Permitted Use.
      2. Customer shall be responsible for ensuring that access use of the Software by Users is in accordance with the terms and conditions of this Agreement and only Permitted Users who require personal information to perform a specific function on Customer’s behalf shall be granted access to Customer’s account information. Notwithstanding the foregoing, Users shall exclude any individuals employed by, or acting on behalf or under the direction or control of, a direct competitor of OSI. Upon Customer’s request, OSI shall confirm whether any particular entity is a direct competitor of OSI.
      3. All copies of the Documentation made by Customer must retain OSI’s copyright and trademark notices and Customer shall keep records of the number and location of all such copies and make such records available to OSI.
      4. Customer shall permit OSI or its authorized representatives reasonable access to Customer’s facilities during regular business hours to inspect Customer’s books, records and facilities in order to ensure Customer’s compliance with the terms of this Agreement.
   3. Proprietary Rights
      Customer acknowledges OSI’s proprietary rights in the Software (including, without limitation, the Patent) and the Documentation and shall use its best efforts to protect and defend the proprietary nature of the Software and the Documentation. OSI retains all right, title and interest in and to the Software and the Documentation, subject only to the licenses expressly granted under this Agreement. Customer acknowledges and agrees that (i) no configuration or deployment of the Software shall affect or diminish OSI’s rights, title, and interest in and to the Software; (ii) if Customer directly or through a third party indirectly contests the validity, scope or enforceability of any of OSI’s intellectual property rights in the Software, including the Patent, OSI may immediately terminate this Agreement and Customer shall reimburse OSI for all reasonable costs arising from or relating to any applicable legal proceedings, and (iii) if Customer suggests any new features, functionality or performance for the Software that OSI subsequently incorporates into the Software, Customer acknowledges and agrees that all such suggestions, features, functionality and performances shall be the sole and exclusive property of OSI and Customer represents and warrants that all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon OSI. Customer shall not disassemble, decompile, reverse engineer, modify, transcribe, store, translate, sell, lease, or otherwise transfer or distribute any of the Software or the Documentation, in whole or in part, without prior authorization in writing from OSI. In the event of any breach of this Section 2.3, Customer agrees that OSI would suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against Customer.

EXHIBIT A

SOFTWARE

1. Software Description: An application, currently known as , that allows educators, clinicians and caregivers to record educational and clinical outcome based observational data and information on skills acquisition as well as behavior management and intervention data ‘On the Go’, at point-of-software. has a skills acquisition, behavior management and administrative components. The skills acquisition module is aligned with common assessment tools while the behavior management is based on a functional assessment. is used to capture administrative and billing information for purposes of validating that softwares were provided to the right person, at the right time and the right place.
2. License Fee: Single user and single student.
3. User: User is permitted to access and use the Software for the Permitted Use:
4. Permitted Use: Customer and its Users may access and use the Software solely for the following purpose (the “Permitted Use”): The recording of skills acquisition and/or behavior management information of special needs adults and children by Users for the benefit of Customer.
5. Term: A period (the “Term”) that will commence on the Effective Date of the purchase of software and continue initially for twelve (12) months from the Effective Date of the purchase of the software.

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