LICENCE FOR USE OF SOFTWARE

1. Definitions

For the purposes of this licence the following definitions will apply:

“Affiliates” means with respect to the Seller, any other person directly or
indirectly controlling or controlled by or under direct or indirect common control
with the Seller.

“Composite Work” means the work composed of various elements, such as

database, software or data, and which necessitates the use of the Software.

“Freeware” means the Software furnished free of charge to the Licensee.

“Licensee” means the entity having obtained rights of use for the Software.

“Licensor” means the Seller.

“Software” means the set of programs, configurations, processes, rules and, if

applicable, documentation related to the operation of the data processing as
supplied by the Licensor.

“User Guide” means the documentation, which may be in electronic format,

designed to assist the Licensee to use the Software, Freeware or Composite
Work, as applicable.

2. Grant

The Licensor grants the Licensee the right to use the Software under the
conditions set forth below (“the Software Licence”). The Software Licence will also
apply to any Freeware and/or Composite Work delivered by the Licensor.

Licence and revision fees will be charged to the Licensee at the price stated in the
Licensor’s Customer Services Catalog.

3. Personal Licence

The sole right granted to the Licensee under this Software Licence is the right to
use the Software. The Software Licence is personal to the Licensee, for its own
internal use, and is non-transferable and non exclusive.

4. Copies

Use of the Software is limited to the number of copies delivered by the Licensor to
the Licensee and to the medium on which the Software is delivered. No
reproduction will be made without the written consent of the Licensor. It is

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 however agreed that the Licensee is authorized to copy the Software for back-up
and archiving purposes. Any copy authorized by the Licensor to be made by the
Licensee will be performed under the sole responsibility of the Licensee. The
Licensee agrees to reproduce the copyright and other notices as they appear on
or within the original media on any copies that the Licensee makes of the
Software.

5. Term

Subject to the Licensee having complied with the terms of this Software Licence,
including but not limited to the payment of licence fees, the rights under the
Software Licence will be granted from the date of first delivery of the Software to
December 31st of the year of delivery. For the following years, the rights under this
Licence shall be automatically granted to the Licensee from January 1st to
December 31st , subject to compliance by the Licensee with its obligations,
including but not limited to payment of licence fees.
The Licensee may terminate the Software Licence by notifying in writing to the
Licensor its desire not to renew the service for the next year. Such notification
shall be received by the Licensor not later than November 30th of the current year.

For clarification purposes, it is hereby expressly stated that the Software may be
offered for a limited period. In the event that the Licensor should offer a
replacement product, the conditions for using such product will be subject to a
separate agreement.

6. Conditions of Use

Under the present Software Licence, the Licensee will:

• do its utmost to maintain the Software and the relating documentation in good
working condition, in order to ensure the correct operation thereof;

• use the Software in accordance with such documentation and the Software Use
Guide, and ensure that the staff using the Software has received the appropriate
training;

• use the Software exclusively in the technical environment defined in the

applicable User Guide, except as otherwise agreed in writing between the parties
(subject to said agreement, decompilation may be exceptionally agreed to by the
Licensor in order for the Licensee to obtain the necessary information to enable
the Software to function in another technical environment);

• use the Software for its own internal needs and on its network, when technically
possible, only and exclusively on the machine referenced and the site declared;

• not alter, reverse engineer, modify or adapt the Software, nor integrate all or part
of the Software in any manner whatsoever into another software product;

• when the source code is provided to the Licensee, the Licensee will have the
right to study and test the Software, under conditions to be expressly specified by

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 the Licensor, but in no event will the Licensee have the right to correct, modify or
translate the Software;

• nor correct the Software, except that such correction right may exceptionally be
granted to the Licensee by the Licensor in writing;

• not translate, disassemble or decompile the Software, nor create a software

product derived from the Software;

• not attempt to or authorize a third party to discover or re-write the Software

source codes in any manner whatsoever;

• not delete any identification or declaration relative to the intellectual property

rights, trademarks or any other information related to ownership or intellectual
property rights provided in the Software by the Licensor;

• not pledge, sell, distribute, grant, sub-licence, lease, lend, whether on a free-of-
charge basis or against payment, or permit access on a time-sharing basis or any
other utilization of the Software, whether in whole or in part, for the benefit of a
third party;

• not permit any third party to use the Software in any manner, including but not
limited to, any outsourcing, loan, commercialisation of the Software or
commercialisation by merging the Software into another software or adapting the
Software, without prior written consent from the Licensor.

The Licensor will be entitled, subject to providing reasonable prior written notice
thereof to the Licensee, to come and verify in the Licensee’s facilities whether the
conditions specified in the present Software Licence are respected. This will not
however engage the responsibility of the Licensor in any way whatsoever.

7. Training

In addition to the User Guide provided with the Software, training and other
assistance will be provided upon the Licensee’s request on a chargeable basis.

8. Proprietary Rights

The Software is proprietary to the Licensor and/or its Affiliates as the case may
be, or the Licensor has acquired the intellectual property rights necessary to grant
this Licence for the Software.The copyright and all other proprietary rights in the
Software are and will remain the property of the Licensor and/or its Affiliates as
the case may be.
The Licensor reserves the right to modify any Software at its sole discretion
without prior notice to the Licensee.

9. Copyright Indemnity

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 The Licensor will defend and indemnify the Licensee against any claim that the
normal use of the Software infringes the intellectual property rights of any third
party, provided that the Licensee:

• Immediately notifies the Licensor of any such claim;

• Makes no decision or settlement of any claim;
• Allows the Licensor to have sole control over all negotiations for its settlement;
• Gives the Licensor all reasonable assistance in connection therewith.

Should the Licensee be prevented from using the Software by any enforceable
court decision, the Licensor shall at its own costs and at its choice either modify
the Software to avoid infringement or obtain for the Licensee the right to use the
Software.

10. Confidentiality

The Software and its contents are designated as confidential. The Licensee
undertakes not to disclose the Software or parts thereof to any third party without
the prior written consent of the Licensor. In so far as it is necessary to disclose
aspects of the Software to the employees, such disclosure is permitted solely for
the purpose for which the Software is supplied and only to those employees who
need to know the same.
The obligations of the Licensee to maintain confidentiality shall survive the
termination of the Licence grant for a period of ten (10) years.

11. Warranty

The Licensor warrants that the Software is prepared in accordance with the state
of art at the date of its conception and will perform substantially in accordance with
its functional and technical specification at time of ordering. Should the Software
be found to contain any non-conformity or defect, the Licensee will notify the
Licensor promptly thereof and the sole and exclusive liability of the Licensor under
this Software Licence will be to correct the same.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND

REMEDIES OF THE LICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND THE LICENSEE HEREBY WAIVES, RELEASE AND RENOUNCES,
ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE
AGAINST THE LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN
ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE
INCLUDING BUT NOT LIMITED TO:

(A) ANY WARRANTY AGAINST HIDDEN DEFECTS (GARANTIE DES VICES

CACHES);
(B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

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 (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING
FROM THE LICENSOR’S NEGLIGENCE, ACTUAL OR IMPUTED; AND
(E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT,
EQUIPMENT, ACCESSORY OR PART THEREOF.

THE LICENSOR WILL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER

ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER
DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO
ANY NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED
UNDER THIS SOFTWARE LICENCE.

FOR THE PURPOSES OF THIS CLAUSE 11, "THE LICENSOR" SHALL

INCLUDE THE LICENSOR, ITS AFFILIATES, SUPPLIERS AND ANY OF THEIR
RESPECTIVE INSURERS.

THE LICENSOR WILL HAVE NO LIABILITY FOR DATA WHICH IS PROVIDED

BY THE LICENSEE AND ENTERED INTO THE SOFTWARE AND/OR USED
FOR COMPUTATION PURPOSES.

12. Liability and Indemnity

The Software is supplied under the express condition that the Licensor and/or its
Affiliates will have no liability in contract or in tort arising from or in connection with
the use or possession by the Licensee of the Software and that the Licensee will
indemnify and hold the Licensor and/or its Affiliates harmless from and against
any liabilities and claims resulting from such use or possession.

13. Excusable Delays

13.1 The Licensor shall not be responsible nor be deemed to be in default on account
of delays in delivery or otherwise in the performance of this Software Licence or
any part thereof due to causes reasonably beyond the Licensor’s or its
subcontractors’ control including but not limited to: natural disasters, fires, floods,
explosions or earthquakes, epidemics or quarantine restrictions, serious
accidents, total or constructive total loss, any act of the government of the country
of the Licensee or the governments of the countries of Licensor or its
subcontractors, war, insurrections or riots, failure of transportation,
communications or services, strikes or labor troubles causing cessation, slow
down or interruption of services, inability after due and timely diligence to procure
materials, accessories, equipment or parts, failure of a subcontractor or vendor to
furnish materials, accessories, equipment or parts due to causes reasonably
beyond such subcontractor's or vendor's control or failure of the Licensee to
comply with its obligations arising out of the present Software Licence.

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13.2 The Licensor shall, as soon as practicable after becoming aware of any delay
falling within the provisions of this Clause, notify the Licensee of such delay
and of the probable extent thereof and shall, subject to the conditions as
hereinafter provided and as soon as practicable after the removal of the cause
or causes for delay, resume performance under the Software Licence.

13.3 Should an event of force majeure last for a period extending beyond three (3)
months, the Software Licence shall be automatically terminated, as a matter of
right, unless otherwise agreed in writing, without compensation for either the
Licensor or the Licensee.

14. Termination

In the event of breach of an obligation set forth in this Software Licence by either
the Licensor or the Licensee, which is not cured within 30 days from the date of
receipt of a written notice notifying the breach, the non-breaching party will be
entitled to terminate this Software Licence.
In the event of termination for any cause, the Licensee will no longer have any
right to use the Software and shall return to the Licensor all copies of the Software
and any relating documentation together with an affidavit to that effect. In case of
breach by the Licensee, the Licensor will be entitled to retain any amount paid for
the ongoing year (prorata temporis).

15. General Provisions

15.1 This Software Licence or part thereof will not be assigned to a third party
without the prior consent of the other party except that the Licensor may assign
this Licence to any of the Licensor’s Affiliates.

15.2 This Software Licence will be governed by the laws of France. All disputes
arising in connection with this Software Licence shall be submitted to the
competent courts of Toulouse, France.

15.3 In the event that any provision of this Software Licence should for any reason
be held ineffective, the remainder of this Software Licence shall remain in full
force and effect.
The invalid provision shall be replaced by such valid one as the parties would
have chosen had they been aware if the invalidity of the provision.

15.4 All notices and requests required or authorized hereunder shall be given in
writing either by registered mail (return receipt requested) or by telefax. In the
case of any such notice or request being given by registered mail, the date
upon which the answerback is recorded by the addressee or, in case of a
telefax, the date upon which it is sent a correct confirmation printout, shall be
deemed to be the effective date of such notice or request

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