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DATABASE PRODUCT DEVELOPMENT AND LICENSE AGREEMENT OUTLINE

THIS AGREEMENT dated ____________ is entered into by and between _________________, a ______________________ with offices at ___________________________ (hereinafter "Licensor") and, _____________________________, a ____________________________ with offices at _______________________________ (hereinafter "Licensee").

A. Licensor has developed a collection of data containing information which is identified in Schedule A, attached hereto (such collection of data hereinafter referred to as the "Database"); and

B. Licensee designs and develops computer programs and has supplemental data, marketing and support services, and know-how; and

C. Licensee desires to obtain rights to use the Database in connection with products and services offered to Licensor and to others; and

D. Licensor desires to grant to Licensee such rights:

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, as well as other good and valuable consideration, Licensee and Licensor hereby agree as follows:

1. Development

A. Customization And Application Software

B. Other Uses Of Customized Database

2. Grant And Term

A. Grant

B. Term

C. Multi-Year Licenses

D. End-User's Licenses - Post-Termination

3. Royalties And Payments

4. Maintenance And Examination Of Books And Records

5. Confidentiality

6. Termination

A. Expiration Of Term

B. Breach

C. Sell-Off Rights

7. Database Delivery And Maintenance

A. Delivery

B. Maintenance

C. Changes

D. Non-Duplicative

8. Product Samples

9. Marketing And Promotion

A. Licensor's Responsibilities

B. Licensee's Responsibilities

10. Warranty And Third Party Indemnification

A. Licensee Indemnity

B. Licensor Indemnity

C. Notice Of Claim

D. Replacement Of Material

11. Transferability Of Agreement

12. Construction And Understanding

13. Notice Of Statements And Reports

14. Miscellaneous

A. Entire Agreement

B. Modification/Severance/Waiver

C. Force Majeure

D. Headings

E. Taxes

F. Disclaimers & No Consequential Damages

G. Limitation On Actions

H. Survival

I. Remedies

J. Choice of Law

K. Choice of Jurisdiction and Venue

Schedule A - Description Of Database

Schedule B - Summary Of Minimum Features Of Licensed Product

Schedule C - Royalty And Payment Schedule

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