
License Agreement for Eon Systems Corporation Products


This is a legal agreement between you (either an individual or an entity) and Eon Systems Corporation.  By 
accessing and using the software, you are agreeing to be bound by the terms of this Agreement.  If you do 
not agree to the terms of this Agreement, you are not authorized to use the software.



GENERAL

As used in this Agreement, the following definitions shall apply:

"EON SYSTEMS" shall mean Eon Systems Corporation of 91C Cavendish Street, Regina, Saskatchewan.

"CUSTOMER" shall mean the purchaser of the Software product to which this agreement applies.

"SOFTWARE" shall mean the series of instructions or statements in machine-readable object code form 
of Eon Systems Corporation's computer software program or programs and associated Documentation as 
described herein in this Agreement.

"Confidential Information" shall mean any information relating to or disclosed in the course of the 
Agreement, which is or should be reasonably understood to be confidential or proprietary to the 
disclosing party.  "Confidential Information" shall not include information (a) already lawfully known to 
the receiving party, (b) disclosed in published materials, (c) generally known to the public or (d) lawfully 
obtained from any third party.

"Documentation" shall mean any user manual(s) and any other materials supplied by EON SYSTEMS for 
use with the SOFTWARE.



ACKNOWLEDGMENT OF EON SYSTEMS OWNERSHIP RIGHTS

The EON SYSTEMS software program ("SOFTWARE") and the accompanying written materials are owned by 
EON SYSTEMS and are protected by Canadian and United States copyright laws, by the laws of other nations, 
and by international treaties.  CUSTOMER acknowledges that it obtains no ownership rights in the 
SOFTWARE under the terms of this Agreement.  All rights in the SOFTWARE including but not limited 
to Confidential Information, trade secrets, trademarks, service marks, patents, and copyrights are, shall be 
and will remain the property of EON SYSTEMS or any third party from whom EON SYSTEMS has licensed 
software or technology.  All copies of the SOFTWARE delivered to CUSTOMER or made by 
CUSTOMER remain the property of EON SYSTEMS.



GRANT OF LICENSE

EON SYSTEMS hereby grants to CUSTOMER, a permanent non-exclusive license to use the SOFTWARE 
subject to the terms and provisions of this Agreement.

This license is valid only for use within Canada and the United States of America and their territories.

One copy of the SOFTWARE must be licensed for each computer or work station on which the 
SOFTWARE is installed.

EON SYSTEMS grants to CUSTOMER the right to use the SOFTWARE on any single computer, provided the 
SOFTWARE is in use on only one computer at any time.  By this we mean that any number of people may use 
the SOFTWARE, and the SOFTWARE may be freely moved from one computer to another, PROVIDED 
THAT THERE IS NO POSSIBILITY OF IT BEING USED BY MORE THAN ONE PERSON AT A TIME.  
CUSTOMER may purchase additional SOFTWARE licenses or a multiuser version in order to increase the 
number of persons able to use the SOFTWARE at one time.  If you have multiple licenses for the 
SOFTWARE, then you may have as many copies in use at any one time as you have licenses.  The 
SOFTWARE is `in use on a computer when it is loaded into the computers temporary memory (ie: RAM) or 
installed onto the permanent hard disk, CD ROM, or other storage device of that computer.  A copy of the 
SOFTWARE installed on a network server for the sole purpose of distribution to other computers shall 
not be considered `in use on that server computer.  In such a case, if the anticipated number of users of 
the SOFTWARE will exceed the number of applicable licenses, then the CUSTOMER must have a 
reasonable mechanism or process in place to assure that the number of persons using the SOFTWARE 
concurrently does not exceed the number of licenses.

EON SYSTEMS CORPORATION RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED.



COPIES OF THE PROGRAM

CUSTOMER shall have the right to make one archive copy of the machine-readable object code for the 
SOFTWARE solely for the purpose of backing up the software to protect CUSTOMERs investment from 
loss.  On such archival copy, CUSTOMER shall mark copyright, trademark, patent, and/or trade secret 
notices identical to those on the copy of the SOFTWARE provided to CUSTOMER.  CUSTOMER may 
not otherwise make copies of the SOFTWARE.

CUSTOMER may not, without the prior written consent of EON SYSTEMS, copy or otherwise reproduce 
any Documentation.

CUSTOMER shall be entitled to make one additional copy of the SOFTWARE and Documentation to the 
extent necessary for use of the SOFTWARE by the CUSTOMER.  CUSTOMER shall reproduce and 
include copyright or trade secret notices on any copies in the same text as stated in the copies provided to 
CUSTOMER.



COPYRIGHT

This license is your proof of license to exercise the rights granted herein and must be retained by you. 
EON SYSTEMS applications are protected by both Canadian and United States copyright law and 
international copyright treaty provisions.  CUSTOMER must treat EON SYSTEMS SOFTWARE like any 
other copyrighted materials, except that CUSTOMER may copy it onto a computer and make one 
archival copy for the purpose of protecting your investment, as described herein.

CUSTOMER may not decompile, disassemble, or reverse engineer the SOFTWARE.



CONFIDENTIAL INFORMATION

CUSTOMER acknowledges that the SOFTWARE and the Documentation contain proprietary and 
Confidential Information of EON SYSTEMS.  CUSTOMER agrees to keep the SOFTWARE and 
Documentation in confidence and to take all reasonable precautions to ensure that no unauthorized 
persons have access to the SOFTWARE and Documentation and that no unauthorized copies are made.

CUSTOMER may not alter any proprietary markings on the SOFTWARE, including copyright, 
trademark, trade secret, and patent legends.



OPTION TO RETURN PROGRAM

For a period of thirty (30) days ("Return Option Period") after installation of the SOFTWARE under this 
Agreement, CUSTOMER shall have the option to return the SOFTWARE for a refund of all amounts 
paid except for 20% of the PROGRAM License Fees which shall be retained by EON SYSTEMS.  
CUSTOMER may exercise this option only by giving notice of its exercise of this option and by returning 
the SOFTWARE to EON SYSTEMS within the Return Option Period.  IF CUSTOMER EXERCISES 
THIS OPTION, SUCH REFUND SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR 
ANY CLAIMS ARISING FROM OR RELATING TO THE SOFTWARE.



U.S. GOVERNMENT RESTRICTED RIGHTS

The SOFTWARE and Documentation are provided with Restricted Rights.  Use, duplication, or 
disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1) of The Rights in 
Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1)(ii) and 
(2) of Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.  Supplier 
is Eon Systems Corporation, 91C Cavendish Street, Regina, Saskatchewan, Canada   (775)306-4893.



ASSIGNMENT

You may not rent, lease, lend, copy, sublicense, assign, modify, translate, or electronically transmit or receive 
the SOFTWARE or otherwise transfer or assign the right to use the SOFTWARE, except as stated in this 
paragraph.  You may permanently transfer the SOFTWARE and accompanying written materials (including 
the most recent update and all prior versions) if you retain no copies and the transferee agrees to be bound by 
the terms of this Agreement.  Such a transfer terminates your license.  Notwithstanding CUSTOMERs 
assignment of any rights or obligations of this Agreement to the transferee, any obligations of the 
CUSTOMER relating to protection of Confidential Information shall not be extinguished.  Any purported 
assignment, except as provided for in this paragraph, shall be null and void and a material breach of this 
Agreement.



TERM AND TERMINATION

The license provided by this Agreement shall commence upon the receipt of the SOFTWARE by the 
CUSTOMER and is perpetual and shall continue in effect unless terminated as provided for herein.

EON SYSTEMS may terminate this Agreement in the event CUSTOMER (a) commits a material breach of 
any of its obligations concerning scope of use or the protection of the SOFTWARE, Documentation, 
intellectual property of EON SYSTEMS, and Confidential Information; or (b) materially breaches any of 
its other obligations under any provision of this Agreement, which breach is not remedied within thirty 
(30) days after notice thereof by EON SYSTEMS to CUSTOMER.  In its discretion, upon the occurrence 
of any of the foregoing conditions, EON SYSTEMS may terminate the Agreement as to any or all 
SOFTWARE covered by this Agreement.



RIGHTS UPON TERMINATION

Upon termination of this Agreement, CUSTOMER's license to use the SOFTWARE shall terminate, and 
CUSTOMER shall immediately turn over to EON SYSTEMS all copies of the SOFTWARE and 
Documentation, and any other Confidential Information relating to the SOFTWARE and Documentation 
and shall remove and erase completely any copies of the SOFTWARE installed or recorded on any hard 
disk or other storage medium.  CUSTOMER shall promptly certify to EON SYSTEMS in writing that it has 
complied with this requirement.

Upon termination of this Agreement, unless otherwise specified herein or otherwise agreed in writing, all 
fees collected or accrued prior to the date of termination shall be retained by EON SYSTEMS without any 
pro rata refund to CUSTOMER.

The termination of this Agreement shall not extinguish any rights or obligations of the parties relating to 
protection of Confidential Information.



WARRANTY

EON SYSTEMS warrants that SOFTWARE will perform substantially in accordance with accompanying 
Documentation for a period of 90 days from the date of receipt of the SOFTWARE ("Warranty Period") 
and for any period in which Software Support is paid for and in effect under the terms of this Agreement.  
EON SYSTEMS warrants the SOFTWARE diskette(s) to be free of defects in materials and workmanship 
during the Warranty Period.  EON SYSTEMS does not warrant that the functions contained in the 
SOFTWARE will meet your expectations or requirements or that operation of the SOFTWARE will be 
entirely error free or appear precisely as described in the SOFTWARE Documentation.  TO THE 
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES ON THE 
SOFTWARE ARE LIMITED TO 90 DAYS.

EON SYSTEMS and any third party from whom EON SYSTEMS has licensed SOFTWARE or technology 
disclaims all other warranties, either express or implied, including but not limited to implied warranties 
of any kind of merchantability, fitness for a particular purpose and non-infringement, with respect to the 
SOFTWARE program and the accompanying written materials. This limited warranty gives you specific 
legal rights. You may have others, which vary from state to state or province to province.  TO THE 
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EON SYSTEMS AND ANY THIRD 
PARTY FROM WHOM EON SYSTEMS HAS LICENSED SOFTWARE OR TECHNOLOGY WILL NOT 
BE LIABLE FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OPPORTUNITIES, OR 
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES 
WHATSOEVER, INCLUDING CUSTOMER USE OR INABILITY TO USE THE SOFTWARE.

EXCLUSIVE REMEDY: EON SYSTEMSs ENTIRE LIABILITY AND CUSTOMERs EXCLUSIVE 
REMEDY AGAINST ANY PARTY FOR BREACH OF THIS AGREEMENT SHALL BE: 
(a) If the program diskette(s) are found to have defects in materials or workmanship within the WARRANTY 
period, CUSTOMER may return the diskette(s) with a copy of your receipt and EON SYSTEMS will 
replace the defective diskette(s). (b) If the program does not substantially perform the functions or 
generally conform to the programs specifications published by EON SYSTEMS, CUSTOMER may, 
within 90 days after delivery, write to EON SYSTEMS to report a significant defect. If EON SYSTEMS is 
unable to correct that defect within 90 days after receiving CUSTOMERs report, CUSTOMER may 
terminate this agreement and license by returning the program to EON SYSTEMS with your original 
receipt and EON SYSTEMS will refund all amounts paid except for 20% of the program license fees which 
shall be retained by EON SYSTEMS.

Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or 30 days, 
whichever is longer.  These remedies are not available outside Canada and the United States of America. If 
any problem, operational or error of the SOFTWARE has resulted from any alteration of SOFTWARE, 
accident, abuse, or misapplication, then this warranty shall be null and void, at EON SYSTEMS's sole option.



OVERALL LIMITATION OF DAMAGES

IN NO CASE SHALL THE AGGREGATE AMOUNT OF DAMAGES PAYABLE TO CUSTOMER 
FROM ANY AND ALL PARTIES FOR ANY CLAIM ARISING FROM THE PROGRAM OR THIS 
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS WARRANTY AND 
INDEMNIFICATION PROVISION(S), EXCEED THE AMOUNTS PAID BY CUSTOMER TO 
EON SYSTEMS UNDER THIS AGREEMENT.



INDEMNIFICATION

EON SYSTEMS agrees to indemnify and hold CUSTOMER harmless against any loss, damage, expense, 
or cost, including reasonable legal fees, arising out of any claim, demand, or suit asserting that the 
SOFTWARE infringes or violates any copyright, patent, trade secret, trademark, or proprietary right 
existing under the laws of Canada and the United States or any province, state or territory thereof 
("Claim"), subject to the overall limitation of damages hereunder.

The indemnification obligation in this section shall be effective only if (1) at the time of the alleged 
infringement, CUSTOMER was using a currently supported version of the SOFTWARE listed in 
EON SYSTEMS's then current Supported Products List, (2) CUSTOMER gave prompt notice of the Claim 
and permitted EON SYSTEMS to defend, and (3) CUSTOMER has reasonably cooperated in the defense 
of the claim.  EON SYSTEMS shall have no obligation to CUSTOMER to defend or satisfy any claims 
made against CUSTOMER that arise from the use, sale, licensing or other disposition of the SOFTWARE 
by CUSTOMER, or from the CUSTOMERs modification of the SOFTWARE, other than as permitted by 
this Agreement.

To reduce or mitigate damages, EON SYSTEMS may at its own expense procure the right for 
CUSTOMER to continue licensing and distributing the SOFTWARE or replace it with a non-infringing 
product. If EON SYSTEMS supplies a non-infringing Release of the SOFTWARE, CUSTOMER shall 
promptly permit its installation on your computer system, and terminate use of prior Releases of the 
SOFTWARE.  If CUSTOMER is not entitled to such non-infringing Release under the terms of 
EON SYSTEMS's Software Support arrangement with CUSTOMER, CUSTOMER shall pay any 
applicable fee for upgrading to the non-infringing Release, as stated in EON SYSTEMS's then current fee 
schedule, within thirty (30) days of delivery of such Release.  If, in its judgment, EON SYSTEMS deems 
that, due to the Claim or for any other reason, it is not in EON SYSTEMS's practical interest to continue 
distributing the SOFTWARE, EON SYSTEMS may require CUSTOMER, upon thirty (30) days written 
notice, to terminate use of the SOFTWARE.  Thirty days after notice to terminate use of the 
SOFTWARE, this Agreement shall terminate as to the SOFTWARE involved, and if such termination 
takes place during the first year after the Purchase Date, a refund of a percentage of the License Fee for 
such SOFTWARE corresponding to the remaining portion of the first year.  THE FOREGOING IS 
CUSTOMERS EXCLUSIVE REMEDY AGAINST ANY AND ALL PARTIES FOR ANY CLAIM 
ARISING FROM OR RELATING TO LOSS OF USE OF THE SOFTWARE PROGRAM OR TO ANY 
OTHER DAMAGE ARISING AS A RESULT OF THIS PROVISION.



APPLICABLE LAW

This Agreement shall be construed pursuant to substantive law of the Province of Saskatchewan.



PUBLIC REFERENCE

CUSTOMER consents to the public use of its name as a CUSTOMER of EON SYSTEMS.



SOFTWARE LOCK

CUSTOMER consents to acts by EON SYSTEMS to disable the SOFTWARE (including the triggering of 
software features that prevent operation of the SOFTWARE) in the event that CUSTOMER fails to pay 
the License Fee for the SOFTWARE or uses or transfers the SOFTWARE in breach of this Agreement.



REQUIRED CONSENTS

CUSTOMER warrants that it has obtained lawful permission to use all hardware and software required in 
order for the SOFTWARE to be used on CUSTOMER's computer system.



NO WAIVER

The failure of either party to exercise any right or the waiver by either party of any breach, shall not 
prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same 
or any other term of the Agreement.



NOTICE

Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner 
requiring a signed receipt, such as Federal Express, courier delivery, or if mailed, registered or certified 
mail, return receipt requested.  Notice is effective upon receipt.



EQUITABLE REMEDIES

The parties recognize that money damages is not an adequate remedy for any breach or threatened breach 
of any obligation hereunder by CUSTOMER involving intellectual property, Confidential Information, or 
use of the SOFTWARE beyond the scope of the license granted by this Agreement.  The parties therefore 
agree that in addition to any other remedies available hereunder, by law or otherwise, EON SYSTEMS and 
any third party from whom EON SYSTEMS has licensed software or technology shall be entitled to an 
injunction against any such continued breach by CUSTOMER of such obligations.



LEGAL FEES

In any legal action or arbitration proceeding brought by EON SYSTEMS on account of CUSTOMER's 
breach, CUSTOMER shall be liable for all of EON SYSTEMS's cost of litigation or arbitration, including 
reasonable legal fees.



VALIDITY AND ENFORCEABILITY

If any provision of the Agreement (or any portion thereof) shall be held to be invalid, illegal or 
unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any 
way be affected or impaired thereby.



RELATIONSHIP

No agency, partnership, joint venture or other joint relationships is created by this Agreement.



ENTIRE AGREEMENT

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter 
hereof and supersedes any prior oral or written promises or agreements.  There are no promises, 
covenants or undertakings other than those expressly set forth in this Agreement.



If you have any questions concerning this Agreement, or wish to contact EON SYSTEMS for any reason,
please write: Eon Systems Corporation, 91C Cavendish Street, Regina, Sask.  CANADA  S4N-5C1
or fax (775) 306-4893.  EON SYSTEMS reserves the right to revise this document and the software without notice.

