{"id":42581,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/microsoft-knowledge-base-non-exclusive-license-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"microsoft-knowledge-base-non-exclusive-license-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/microsoft-knowledge-base-non-exclusive-license-agreement.html","title":{"rendered":"Microsoft Knowledge Base Non-Exclusive License Agreement &#8211; Microsoft Corp. and ServiceWare Inc."},"content":{"rendered":"<pre>\n                            MICROSOFT KNOWLEDGE BASE\n                        NON-EXCLUSIVE LICENSE AGREEMENT\n\nThis Microsoft Knowledge Base License Agreement (\"Agreement\") is made and\nentered into as of this 29th day of June 1998 (\"Effective Date\") by and between\nMICROSOFT CORPORATION, a Washington corporation having a principal place of\nbusiness at One Microsoft Way, Redmond, WA 98052-6399 (\"MS\"), and ServiceWare\nIncorporated, a Pennsylvania corporation, having a principal place of business\nlocated at 333 Allegheny Avenue, Oakmont, Pennsylvania 15139 (\"COMPANY\").\n\n1.   Definitions. The following terms shall have the following meanings in this\nAgreement:\n\n     a.    \"Licensed Material\" shall mean those portions of the Microsoft\nKnowledge Base that are made publicly available in English language only by MS\nduring the Term.\n\n     b.    \"Microsoft Knowledge Base\" shall mean the collection of technical\narticles containing product support information on Microsoft products that is\ncreated, maintained, and updated in electronic format by or on behalf of MS's\ninternal United States product support services (\"PSS\") group (i.e., does not\ninclude those portions of the Microsoft Knowledge Base that are created,\nmaintained and updated by MS's non-U.S.-based PSS groups).\n\n     c.    \"COMPANY Product\" shall mean the product(s) described in Exhibit A\nthat contains any of the Licensed Materials.\n\n2.   License Grant.\n\n     a.    MS grants COMPANY, during the Term of this Agreement a non-exclusive,\nnon-transferable, non-assignable (except as otherwise set forth in Section\n13(d) below), perpetual, limited license to:\n\n           i)   copy and use the Licensed Material, in whole or in part, for the\n           purpose of incorporating it into the COMPANY Product;\n\n           ii)  use, copy, modify, adapt, and make modifications to the Licensed\n           Material for the purpose of developing, creating and distributing the\n           COMPANY Product, as a derivative work of the Licensed Material. All\n           such modifications made by COMPANY must be done in a manner that does\n           not alter the technical accuracy of the information contained in the\n           Licensed Materials; and \n\n           iii) import, broadcast, license, sublicense, publish, distribute,\n           display and transmit worldwide the Licensed Material as incorporated\n           into the COMPANY Product, provided that the COMPANY Product shall be\n           published, distributed, displayed and transmitted with all of the\n           product use terms as set forth in the attached Exhibit B (or in a\n           form substantially similar thereto upon approval by Microsoft). The\n           rights set forth in this subsection 2(a)(iii) shall survive in\n           accordance with the terms set forth in this Agreement.\n\n     b.   COMPANY hereby acknowledges and agrees that MS is the owner of all\nthe Licensed Material. The parties will work together to create and deliver a\nfavorable press release regarding the functionality and the availability of the\nCOMPANY Product. Except as expressly provided above, neither party shall use\nthe other party's name or refer to the other party directly in any media\nrelease, public announcement or public disclosure relating to this Agreement or\nthe ownership of the Licensed Materials, including in any promotional or\nmarketing materials, customer lists or business presentations, without the\nprior written consent of the other.\n\n     c.   Except as otherwise provided for the above in Section 2(a)(iii),\nCOMPANY shall not rent, lease, sell, sublicense, lend or otherwise transfer the\nLicensed Material in whole to any third party. Additionally, COMPANY shall not\nsublicense the right to use the Licensed Materials, apart from the COMPANY\nProduct, to any third party for purposes of creating a product.\n\n     d.   All rights in the Licensed Material not expressly granted herein are\nreserved by MS.       \n          \n                                     Page 1\n\n3. Payments.\n   \n\n     In consideration of the license rights granted herein, COMPANY shall pay MS\nthe amount of [***} within forty-five (45) days of the Effective Date of this\nAgreement. In the event this Agreement is renewed pursuant to Section 6 below,\nCOMPANY shall pay MS the amount of [***] for each such yearly renewal period\nwithin thirty (30) days of effective date of any such renewal.\n    \n\n4. Royalties.\n\n     a. In consideration of the license rights granted herein and in addition\nto the payment outlined in Section 3 above, COMPANY shall have the following\nroyalty obligations commencing upon the Effective Date and continuing for a\nperiod of six (6) months after the Term as provided in this Section 4;\n\n     i) COMPANY shall pay MS on a quarterly basis, a royalty equal to [***] Such\n     royalty payments shall be paid every three months beginning on the\n     Effective Date and shall be paid in U.S. dollars to MS. In the event\n     COMPANY received payment for the distribution of the COMPANY Product in a\n     currency other than U.S. Dollars, COMPANY's quarterly Net Receipts shall be\n     converted to U.S. dollars using the highest currency exchange rate quoted\n     in the Wall Street Journal for currency trading among banks in amounts of\n     One Million Dollars (US$1,000,000) or more, on the last day of the quarter;\n     or\n\n     ii) During the first and second years of the Agreement, COMPANY shall have\n     the option to pay MS the amount of [***] beginning within thirty (30) days\n     of the Effective Date, which shall represent payment in full of all\n     royalties owing for a one (1) year period (\"One Year Royalty Payment\"). In\n     any subsequent renewal periods following the second year of the Agreement,\n     COMPANY shall pay MS an amount agreed to by the parties in a signed\n     amendment to this Agreement, but in no event shall such amount be less than\n     [***]\n\n     b. \"Net Receipts\" shall mean the royalties, fees or other sums received by\nCOMPANY for the direct or indirect distribution of the COMPANY Product, less\nactual returns, credits, reasonable rebates, actual freight charges, and taxes.\n\n     c. Within sixty (60) days after the end of each calendar quarter with\nrespect to which COMPANY owes MS any royalties, COMPANY shall furnish MS with a\nstatement, together with payment for any amount shown thereby to be due to MS.\nThe royalty statement shall be based upon Net Receipts for the quarter then\nended, and shall contain information sufficient to how the royalty payment was\ncomputed. Amounts not paid by such date shall be subject to a late charge equal\nto the prime rate as announced by Seattle First National Bank (or its\nsuccessor) plus three percent 3% until paid. In the event COMPANY makes the One\nYear Royalty Payment, COMPANY shall only be required to submit the reporting as\nrequired under this Section 4(c) within sixty (60) days following the one and\ntwo year anniversary of the Effective Date, respectively.\n\n     d. The royalty obligations of COMPANY to MS for use of the Licensed\nMaterials prior to the termination or expiration of this Agreement and with\nrespect to post-termination use of the Licensed Materials shall survive any\ntermination or expiration of this Agreement. COMPANY's royalty obligations\nafter the Term shall extend for a period of six (6) months after termination or\nexpiration of this Agreement for any reason, upon which, COMPANY shall have the\noption of making payment for such additional six (6) months by either making\ntwo additional quarterly payments as stated in Section 4(a)(i) or paying MS\none-half (1\/2) of the last yearly amount paid as stated in Section 4(a)(ii).\n\n5. Product Delivery, Notice, and Updates.\n\n     a. COMPANY shall obtain the Licensed Material for incorporation into the\nCOMPANY Product by downloading it from an FTP site on the Internet, via\ndownload through www.microsoft.com, or other mutually agreeable distribution\nmechanism.\n\n                                     Page 2\n\n     b.   COMPANY acknowledges that the Licensed Material may be updated as\nfrequently as daily by or on behalf of MS. COMPANY agrees that, in order to\nensure that the Licensed Material incorporated into the COMPANY Product is kept\nas up to date as possible, it shall do the following:\n\n          i)  if the COMPANY Product is a printed publication or fixed media\n              product, COMPANY shall use the most current version of the\n              Licensed Material available pursuant to Section 5(a) above at the\n              time the Licensed Material is incorporated  into each edition or\n              version of the COMPANY Product for that portion of the Licensed\n              Material that COMPANY has incorporated into its COMPANY Product;\n              and\n\n          ii) if the COMPANY Product is an online product, COMPANY shall update\n              the Licensed Material incorporated  into the COMPANY Product on a\n              monthly basis for that portion of the Licensed Material that\n              COMPANY has incorporated into its COMPANY Product.\n\n     c.   For the sole purpose of determining compliance with this Agreement,\nfor a period of forty-five (45) days after receipt of each edition or version\nfrom COMPANY, MS shall have the right to review the contents of each edition or\nversion of the COMPANY Product into which the Licensed Material or portions\nthereof, are incorporated.\n\n6.   Term and Termination\n\n     a.   This Agreement will commence as of the Effective Date and continue\nfor a period of two (2) years, unless earlier terminated as provided for\nhereunder (the \"Term\").\n\n     b.   Either party may terminate this Agreement with cause upon thirty (30)\ndays written notice to the other party advising the other party of the nature of\nthe default, provided that such default is not thereafter cured within such\nthirty (30) day period.\n\n     c.   Beginning one year from the Effective Date, either party may\nterminate this Agreement without cause or obligation to the other party at any\ntime upon giving ninety (90) days' notice to the other party.\n\n     d.   In the event COMPANY terminates this Agreement at any time with cause\nor MS terminates this Agreement without cause after the first year of the\nAgreement, then MS shall refund a pro rata portion of the monies paid by\nCOMPANY under this Agreement pursuant to Section 3 above. Conversely, without\nlimiting any other rights available to MS, if MS terminates this Agreement at\nany time with cause or COMPANY terminates this Agreement without cause after\nthe first year of the Agreement, COMPANY shall not be entitled to any refund of\nproceeds paid hereunder. Any refund due to COMPANY under this Section shall be\nbased upon the number of days remaining in the one year term for which payment\nwas made at a rate of Two Thousand Seven Hundred Dollars ($2,740) per day.\n\n     e.   Following the initial two (2) year Term, the term of this Agreement\nshall be deemed extended for additional one (1) year periods only upon written\nagreement by the parties. In the event of renewal, COMPANY shall pay MS the\nyearly fee as set forth in Section 3 and the royalties as set forth in Section\n4(a).\n\n     f.   COMPANY's license rights set forth in Section 2(a)(iii) above to use\nthe Licensed Materials into the COMPANY Product shall survive the termination\nof this Agreement for any reason for those Licensed Materials incorporated into\nthe COMPANY Product prior to the date of termination or expiration.\n\n     g.   In the event MS terminates this Agreement without cause, COMPANY\nshall have three (3) months from the date of termination within which to\nincorporate  additional Licensed Materials provided prior to the date of\ntermination into its COMPANY Product for use after the termination of this\nAgreement. This survival right may be terminated by MS upon failure of COMPANY\nto pay the additional six (6) month post-termination royalty payment\nobligation as provided Section 4(d). Nothing contained in this subsection 6(g)\nshall obligate MS to deliver any updates to COMPANY after the termination or\nexpiration of this Agreement. \n\n7.   Obligations, Representations and Warranties.  Each party warrants that it\nhas sufficient authority to enter into this Agreement.\n\n8.   Disclaimer of Warranties. MS HEREBY DISCLAIMS ALL WARRANTIES AND\nCONDITIONS, IMPLIED OR EXPRESS, REGARDING THE LICENSED MATERIALS OR ANY OTHER\n\n                                     Page 3\n\nDELIVERBLES DELIVERED TO COMPANY HEREUNDER, INCLUDING WITHOUT LIMITATION\nWARRANTIES, TITLE, NON-INFRINGEMENT AND CONDITIONS OF MERCHANTABILITY AND\/OR\nFITNESS FOR A PARTICULAR PURPOSE. MS DOES NOT WARRANT THAT THE FUNCTIONS\nCONTAINED IN THE LICENSED MATERIAL OR ANY OTHER DELIVERBLES DELIVERED TO\nCOMPANY HEREUNDER WILL MEET COMPANY'S REQUIREMENTS, OR THAT THE OPERATION OF\nTHE WORK WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED\nMATERIAL CAN BE CORRECTED. FURTHERMORE, MS DOES NOT WARRANT OR MAKE ANY\nREPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED\nMATERIAL OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY,\nRELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVISE GIVEN BY MS\nOR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY\nINCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE LICENSED MATERIAL OR ANY OTHER\nDELIVERBLES DELIVERED TO COMPANY HEREUNDER PROVE DEFECTIVE AFTER MS HAS\nDELIVERED THE SAME, COMPANY, AND COMPANY ALONE, SHALL ASSUME THE ENTIRE COST\nASSOCIATED WITH ALL NECESSARY SERVICING, REPAIR OR CORRECTION.\n\n9.   Disclaimer of Damages and Limitation of Liability.\n\n     a.   IN NO EVENT SHALL MS, ITS SUPPLIERS OR SUBSIDIARIES BE LIABLE FOR ANY\nCONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING\nWITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,\nOR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS AGREEMENT, EVEN IF MS HAS\nBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL MS'\nLIABILITY UNDER THIS AGREEMENT EXCEED IN THE AGGREGATE THE LESSER OF THE AMOUNT\nACTUALLY PAID OR CREDITED BY COMPANY TO MS DURING THE TERM OF THE AGREEMENT OR\nTHE AMOUNT OF ONE MILLION DOLLARS (US $1,000,000) PLUS ANY AMOUNTS EXPENDED\nDEFENDING AGAINST CLAIMS OF INFRINGEMENT PURSUANT TO SECTION 10 BELOW.\n\n     b.   EXCEPT AS SPECIFICALLY PROVIDED IN THE FOLLOWING SENTENCE, IN NO\nEVENT SHALL COMPANY, ITS SUPPLIERS OR SUBSIDIARIES BE LIABLE FOR ANY\nCONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING\nWITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,\nOR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS AGREEMENT, EVEN IF COMPANY\nHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF LIABILITY\nFOR CERTAIN TYPES OF DAMAGES PROVIDED IN THE PRECEDING SENTENCE SHALL NOT APPLY\nTO INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING\nFROM COMPANY'S OBLIGATIONS UNDER SECTION 10(d) BELOW. FURTHER, EXCEPT FOR\nCOMPANY'S OBLIGATIONS UNDER SECTION 10(d) BELOW, IN NO EVENT SHALL COMPANY'S\nLIABILITY UNDER THIS AGREEMENT EXCEED IN THE AGGREGATE OF SEVEN HUNDRED FIFTY\nTHOUSAND DOLLARS (US $750,000), PLUS ANY AMOUNTS EXPENDED DEFENDING AGAINST\nCLAIMS OF INFRINGEMENT PURSUANT TO SECTION 10 BELOW.\n\n10.  Indemnification.\n\n     a.   MS agrees to defend COMPANY against, and pay the amount of any\nadverse final judgment (or settlement to which MS consents) resulting from\nthird party claim(s) that the Licensed Material as provided by MS infringe any\nUnited States copyright; provided that MS is notified promptly in writing of\nthe claim has the opportunity to assume sole control over its defense or\nsettlement, and COMPANY provides reasonable assistance in the defense of the\nsame.\n\n     b.   In the event MS or COMPANY receives information concerning a\ncopyright infringement claim related to the Licensed Material, MS may at its\nexpense, either (i) procure for COMPANY the right to continue to distribute the\nalleged infringing Licensed Material, or (ii) replace or modify the Licensed\nMaterial to make them non-infringing, in which case, COMPANY shall thereupon\ncease distribution of the alleged infringing Licensed Material.\n\n                                     Page 4\n\n     c.   MS shall have no liability for any infringement claim to the extent\nsuch claim is based on COMPANY's (i) manufacture, marketing, distribution, or\nuse of any Licensed Material after written notice that COMPANY should cease\nsuch activity due to such a claim; (ii) combination of any Licensed Material\nwith a software or hardware product, program, data or other information or\nmaterials; or (iii) adaptation or modification of any Licensed Material.\n\n     d.   COMPANY agrees to defend MS against, and pay the amount of any\nadverse final judgment (or settlement to which COMPANY consents) in connection\nwith any claims arising under Section 10(c) above or solely from COMPANY's\ndistribution, marketing or use of the Licensed Materials, in whole or in part;\nprovided that COMPANY is notified promptly in writing of any such claim, and\nhas the opportunity to assume sole control over its defense or settlement, and\nMS provides reasonable assistance in the defense of the same.\n\n11.  Notices.\n\n     Any and all notices, consents or other communications among the parties to\nthis Agreement, in order to be effective, shall be in writing and shall be sent\nto the parties via personal delivery or via prepaid certified mail, return\nreceipt requested, or by overnight courier, or by facsimile, to the following\naddresses, or any other addresses designated by the parties by notices\ndelivered in accordance with this Section 11.\n\n                    If to COMPANY:  ServiceWare, Inc.\n                         Paul McDermott\n                         Chief Financial Officer\n                         333 Allegheny Avenue\n                         Oakmont, PA 15139\n\n                    If to MS:        Microsoft Corporation\n                         One Microsoft Way\n                         Redmond, WA 98052-6399\n                              Attn: ______________________\n\n          With a separately delivered copy to:\n\n                         Law &amp; Corporate Affairs Dept.\n                         Microsoft Corporation\n                         One Microsoft Way\n                         Redmond, WA 98052-6399\n\nSuch communications shall be deemed duly delivered upon personal delivery, or\nthree business days after being mailed in accordance with this Section 11.\n\n12.  Record Keeping &amp; Audit Requirements.\n\n     a.   During the Term of this Agreement, COMPANY agrees to keep all usual\nand proper records and books of account and all usual and proper entries\nrelating to COMPANY's performance of this Agreement for a minimum period of two\nyears from the date they are created. Such records, books of account, and\nentries shall be kept in accordance with generally accepted accounting\nprinciples.\n\n     b.   MS reserves the right to audit COMPANY's books and records to the\nextent they relate to such calculation of payments due to MS hereunder during\nthe Term of this Agreement and for a period of two (2) years thereafter,\nprovided that such audit(s) shall be conducted not more than twice per year,\nduring normal business hours, upon three (3) days prior notice, in such a manner\nas not to interfere unreasonably with the operations of COMPANY. The books and\nrecords audited pursuant to this Agreement shall not be used by MS or its\naccountants or other agents or representatives except as necessary to prove and\ncollect amounts due and unpaid. Any such audit shall be paid for by MS unless\nmaterial discrepancies are disclosed. \"Material\" shall mean an under-reporting\nby four-and-one-half percent (4 1\/2%) of the amount that should have been\nreported. If material discrepancies are disclosed, COMPANY agrees to pay MS for\nthe reasonable costs associated with the audit.\n\n                                     Page 5\n\n13.  Miscellaneous.\n\n     a.   In the event that any provision of this Agreement is found invalid or\nunenforceable pursuant to judicial decree or decision, the remainder of this\nAgreement shall remain valid and enforceable according to its terms. The\nparties intend that the provisions of this Agreement be enforced to the fullest\nextent permitted by applicable law. Accordingly, the parties agree that if any\nprovisions are deemed not enforceable, they shall be deemed modified to the\nextent necessary to make them enforceable.\n\n     b.   This Agreement shall be construed and controlled by the laws of the\nState of Washington, and COMPANY further consents to jurisdiction by the state\nor federal courts sitting in the state where the defendant is incorporated.\nProcess may be served on either party by U.S. Mail, postage prepaid, certified\nor registered, return receipt requested, or by such other method as is\nauthorized by law.\n\n     c.   If either MS or COMPANY employs attorneys to enforce any rights\narising out of or related to this Agreement, the prevailing party shall be\nentitled to recover reasonable attorneys' fees and costs, including expert\nwitness fees.\n\n     d.   COMPANY may not assign this Agreement (by operation of law or\notherwise), or any portion thereof, to any third party unless MS expressly\nconsents to such assignment in writing, such consent not to be unreasonably\nwithheld. Any attempted assignment without such consent shall give MS the right\nto terminate this Agreement effective upon written notice. For purposes of this\nAgreement, a merger, consolidation, or other corporate reorganization, or a\ntransfer or sale of any or all of a party's stock, or of all or substantially\nall of its assets shall not be deemed to be an assignment requiring consent\nfrom the other party, provided such transaction is not with a competitor of MS.\n\n     e.   COMPANY agrees that it will not export or re-export Licensed Material\nor any derivative work or compilation based on the Licensed Material as\nincorporated into the COMPANY Product to any country, person, entity or end user\nsubject to U.S.A. export restrictions. Restricted countries currently include,\nbut are not necessarily limited to, Cuba, the Federal Republic of Yugoslavia\n(Serbia and Montenegro, U.N. Protected Areas and areas of the Republic of Bosnia\nand Herzegovina under the control of Bosnian Serb forces), Iran, Iraq, Libya,\nNorth Korea and Syria. COMPANY warrants and represents that neither the U.S.A.\nBureau of Export Administration nor any other federal agency has suspended,\nrevoked or denied COMPANY's export privileges. None of the Licensed Materials,\nincluding technical data, provided to COMPANY by MS under this Agreement is\nregulated for export purposes under the International Traffic in Arms\nRegulations (ITAR). The Licensed Materials are subject to a general license\nunder Export Administration Regulations and as such no license is required. If\nat any time during the Term of this Agreement the above statements are no longer\naccurate, MS will notify COMPANY in writing of such change in classification\nwithin twenty-four (24) hours of its knowledge of that inaccuracy.\n\n     f.   This Agreement does not establish the relationship of a partnership,\njoint venture, franchise, or principal and agent among the parties, and neither\nparty shall have any authority to incur obligations or take other actions on\nbehalf of the other party to this Agreement.\n\n     g.   The parties' exchange of confidential information, if any, during the\nTerm of this Agreement shall be governed by the terms and conditions of the\nMicrosoft Corporation Standard Non-Disclosure Agreement (\"NDA\") between the\nparties, effective January 7, 1997, attached hereto as Exhibit C. The parties\nagree that the terms and conditions of that NDA shall be mutual, and govern\nCOMPANY's disclosure of confidential information, if any, to Microsoft as well. \n\n     h.   The parties hereto agree that this Agreement constitutes the entire\nagreement between the parties with respect to the subject matter hereof and\nsupersedes all prior and contemporaneous communications. It shall not be\nmodified except by a written agreement dated subsequent hereto signed on behalf\nof COMPANY and MS by their duly authorized representatives. Neither this\nAgreement nor any written or oral statements related hereto constitute an\noffer, and this Agreement shall not be legally binding until executed by both\nparties hereto.\n\n     i.   No waiver of any breach of any provision of this Agreement will\nconstitute a waiver of any prior, concurrent, or subsequent breach of the same\nor any other provisions hereof, and no waiver will be effective unless made in\nwriting and signed by an authorized representative of the waiving party.\n\n                                     Page 6\n\n     j.   Subject to the limitations herein before expressed, this Agreement\nwill inure to the benefit of and be binding upon the parties, their successors,\nadministrators, heirs, and permitted assigns.\n\n     k.   COMPANY and MS each acknowledge that the limitations and exclusions\ncontained in this Agreement have been the subject of active and complete\nnegotiation between the parties and represent the parties' agreement based upon\nthe level of risk to COMPANY and MS associated with their respective\nobligations under this Agreement and the payments to be made to MS and credits\nto be issued to, and services to be provided to, COMPANY pursuant to this\nAgreement. The parties agree that the terms and conditions of this Agreement\nshall not be construed in favor of or against any party by reason of the extent\nto which any party or its professional advisors participated in the preparation\nof this Agreement.\n\n     l.   The parties have requested that this Agreement be drawn up in\nEnglish; les parties ont exiges que cette entente soit redigee en anglais.\n\n     m.   Sections 2, 4, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive\ntermination or expiration of this Agreement.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted as of the dates indicated below.\n\nMICROSOFT CORPORATION                        SERVICE WARE\n\n\n\/s\/ Jeff S. Raikes                           \/s\/ Jeff Pepper   \n-----------------------                      ------------------\nBy                                           By\n\n\n    Jeff Raikes                                  Jeff Pepper   \n-----------------------                      ------------------\nName(Print)                                  Name(Print)\n\n\nGroup Vice President                         Chairman and CEO  \n-----------------------                      ------------------\nTitle                                        Title\n\n\n      6-29-98                                   17 June 1998   \n-----------------------                      ------------------\nDate                                         Date\n\n                                     Page 7\n\n                                   Exhibit A\n\n                                COMPANY Product\n\nA series of structured technical support articles distributed in CD, online,\nprint, or diskette form containing content from Microsoft and regarding\nMicrosoft and other third party products, including but not limited to Windows,\nMicrosoft networking components, and Microsoft Office components, currently\ndistributed under the brand name \"Knowledge Pak\" or a variation thereof.\nArticles can include linked hypermedia objects as well as links between various\narticles. These articles and related objects may be made available in a variety\nof formats including but not limited to HTML, ASCII, Solution Exchange Format,\nand embedded formats in various commercial help desk and other support products.\nThe online product in which Licensed Materials may be incorporated may be\ndistributed as a component of a CD, print, diskette or online product, under the\nbrand name \"Knowledge Pak\", or a variation thereof, and may only be accessible\nto subscribers product or other licensed third parties.\n\n\n\n                                     Page 8\n\n                                   Exhibit B\n\n                                    NOTICES\n\nLIMITED USE\n\nEnd users of the COMPANY Product contained herein are authorized to copy and use\nthe COMPANY Product for their own business purposes.\n\nDISCLAIMER\n\nCOMPANY, ITS CONTRACTORS AND\/OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE\nSUITABILITY FOR ANY PURPOSE OF THE MATERIAL CONTAINED HEREIN. ALL SUCH MATERIAL\nIS PROVIDED \"AS IS\" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,\nINCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS\nFOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW\nTHE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO\nYOU.\n\nLIMITATION OF LIABILITY\n\nIN NO EVENT SHALL COMPANY, ITS CONTRACTORS AND\/OR SUPPLIERS BE LIABLE FOR ANY\nSPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT,\nNEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE\nUSE OF OR INABILITY TO USE THE MATERIAL CONTAINED HEREIN. FURTHER, IN NO EVENT\nSHALL THE TOTAL LIABILITY OF COMPANY, ITS CONTRACTORS AND\/OR SUPPLIERS UNDER\nTHIS AGREEMENT EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY END USER TO\nDURING THE TERM OF THE AGREEMENT.\n\nERRORS\/UPDATES\n\nTHE MATERIAL CONTAINED HEREIN MAY INCLUDE TECHNICAL INACCURACIES OR\nTYPOGRAPHICAL ERRORS. COMPANY, ITS CONTRACTORS AND\/OR SUPPLIERS MAY MAKE\nIMPROVEMENTS AND\/OR CHANGES TO THE MATERIAL, WHERE PUBLICLY AVAILABLE, AT ANY\nTIME, WHICH IMPROVEMENTS AND\/OR CHANGES MAY NOT BE REFLECTED HEREIN.\n\n\n\n                                     Page 9\n\n   \n    \n\n\n                               AMENDMENT NO. 1 TO\n                            MICROSOFT KNOWLEDGE BASE\n                        NON-EXCLUSIVE LICENSE AGREEMENT\n\n     This Amendment No. 1 to Microsoft Knowledge Base Non-Exclusive License\nAgreement (this \"Amendment\") amends that certain Microsoft Knowledge Base\nNon-Exclusive License Agreement with an effective date of June 29, 1998\n(\"Agreement\") between ServiceWare Incorporated (\"COMPANY\") and Microsoft\nCorporation (\"Microsoft\"). All capitalized terms used but not defined in this\nAmendment shall have the respective meanings assigned to such terms in the\nAgreement, as amended.\n\n     WHEREAS, Microsoft and COMPANY agree to waive their respective rights\nto terminate the Agreement without cause;\n\n     THEREFORE, the parties agree as follows:\n\n     1.  Section 6(c) of the Agreement shall be deleted.\n\n     Except as specifically amended by this Amendment, all provisions of the\nAgreement shall remain unchanged and in full force and effect. This Amendment\nis not legally binding until executed by the Microsoft. When this Amendment is\nfully executed, Company will receive a confirming copy.\n\nSERVICEWARE, INCORPORATED               MICROSOFT CORPORATION\n\nBY \/s\/ RAJIV ENAND                      BY \/s\/ DENISE RUNDLE\n   -----------------------                 -----------------------\n\n   Rajiv Enand, CEO                        Denise Rundle, Director\n--------------------------              --------------------------\nNAME, TITLE                             NAME, TITLE\n\n        2-25-99                                   3\/3\/99\n--------------------------              --------------------------\nDATE                                    DATE\n\n\nAmendment No. 1 to Agreement         1 of 1                             02\/22\/99\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221,8812],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42581","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-serviceware-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42581","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42581"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42581"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42581"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42581"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}