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1. Software License. SafeDose, Inc (“SafeDose”) grants the user (“Licensee”) a non-exclusive, non-transferable license to access and use the Software and Documentation solely for its internal operations. "Software" means SafeDose Enterprise™ and related applications, upgrades and elements in machine-readable delivered to, or made available to, Licensee by or on behalf of SafeDose from time to time. "Documentation" means any user, system, installation or other documentation for the Software. Licensee shall not: (i) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense, rental, asp or by any other means; (ii) copy, adapt, reverse engineer, decompile, disassemble or modify, in whole or in part, any of the Software or Documentation; or (iii) use the Software to operate in or as a time-sharing, outsourcing or service bureau environment. Licensee understands that its individual users accessing the Software may be required to agree to end user licenses and similar terms and conditions in connection with registering, signing in or otherwise accessing the Software.

2. Evaluation License. The license and rights herein are provided to Licensee for purposes of evaluating the Software only and Licensee acknowledges and agrees that the Software and Documentation is provided ‘as-is’ without warranty of any kind (more specific disclaimers below).

3. Proprietary Rights & Confidentiality.

- 3.1. Proprietary Rights. Licensee acknowledges and agrees that the copyright, patent, trade secret and all other intellectual property rights of whatever nature in the Software and Documentation are and shall remain the property of SafeDose, and nothing in this Evaluation License should be construed as transferring any aspects of such rights to Licensee or any third party.

- 3.2. Confidential Information. "Confidential Information" shall mean the Software, Documentation and terms and conditions of this Evaluation License. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee's employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee's rights under this Evaluation License. Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Evaluation License, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by SafeDose, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Evaluation License, SafeDose will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, SafeDose shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy SafeDose may have. Licensee shall notify SafeDose immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with SafeDose to help SafeDose regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

4. DISCLAIMERS OF WARRANTIES. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE AND DOCUMENATION IS BEING PROVIDED ON A TRIAL BASIS FOR EVALUATION PURPOSES ONLY, THAT IT IS BEING PROVIDED WITHOUT LICENSE FEES AND THAT PORTIONS OF THE SOFTWARE AND/OR DOCUMENTATION ARE BEING PROVIDED IN “BETA” OR TEST FORM, AND THAT LICENSEE IS HEREBY WILLINGLY AND KNOWINGLY ACCEPTING THE RISK OF ACCEPTING AND USING THE SOFTWARE AND DOCUMENTATION. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, SAFEDOSE makeS no express or implied warranties or conditions to Licensee with respect to the LICENSED PRODUCTS, the Documentation thereof, or otherwise regarding this Agreement, whether oral or written, express or implied, including, but not limited to, the implied warranty of merchantability, the implied warranty of noninfringement, and the implied warranty of fitness for a particular purpose.

5. Limitation of Liability and rights; INDEMNIFICATION.

(a) NEITHER SAFEDOSE NOR ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS SHALL HAVE ANY LIABILITY TO LICENSEE, ITS USERS, ITS CUSTOMERS OR PATIENTS OF THE FOREGOING, WHETHER IN CONTRACT, TORT, OR NEGLIGENCE, FOR ANY LOST PROFITS OR SYSTEMS INTERRUPTION OR DAMAGE, BUSINESS INTERRUPTION, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE LICENSED PRODUCTS OR THIS AGREEMENT.

(b) WITHOUT LIMITING THE FOREGOING, NEITHER SAFEDOSE NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS SHALL HAVE ANY LIABILITY FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE BASED UPON LICENSEE’S, ITS USERS’ OR ITS CUSTOMERS’ USE OR INABILITY TO USE THE LICENSED PRODUCTS OR THAT OTHERWISE MAY ARISE IN RELATION TO THIS AGREEMENT.

(c) LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD SAFEDOSE, ITS AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER AGENTS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) IN CONNECTION WITH ANY CLAIM, DEMAND, ALLEGATION, ACCUSATION OR ACTION BASED UPON, RESULTING FROM OR RELATED TO LICENSEE’S, ITS USER’S, ITS CUSTOMER’S OR PATIENTS OF THE FOREGOING’S: (I) INTENTIONAL ACT, OMISSION, MISREPRESENTATION OR VIOLATION OF LAW, (II) USE OR MISUSE OF THE LICENSED PRODUCTS AND (III) BREACH OF ANY OF LICENSEE’S WARRANTIES, REPRESENTATIONS OR OBLIGATIONS UNDER THIS AGREEMENT.

(d) LICENSEE ACKNOWLEDGES AND AGREES THAT THE CLINICAL INFORMATION DESCRIBED AND RECOMMENDED VIA THE LICENSED PRODUCTS IS BASED ON STANDARD SOURCES AND CONSULTATION WITH NURSING, MEDICAL AND PHARMACEUTICAL AUTHORITIES. TO THE BEST OF SAFEDOSE’S KNOWLEDGE, THESE MATERIALS REFLECT CURRENTLY ACCEPTED PRACTICE. FOR INDIVIDUAL APPLICATIONS, ALL RECOMMENDATIONS NEED TO BE CONSIDERED BY A TRAINED PROFESSIONAL UTILIZING HIS OR HER OWN PROFESSIONAL JUDGMENT IN ORDER TO MAKE FINAL DECISIONS. FURTHER, ALL RECOMMENDATIONS SHOULD BE CONSIDERED IN LIGHT OF THE PATIENT’S CONDITION AND ALSO IN LIGHT OF THE LATEST MEDICATION PACKET INSERT INFORMATION. SAFEDOSE AND ITS AUTHORS AND PUBLISHERS DISCLAIM RESPONSIBILITY FOR ADVERSE EFFECTS RESULTING DIRECTLY OR INDIRECTLY FROM APPLICATION OF THESE MEDICATIONS, OR FROM KNOWN COMPLICATIONS OF TREATMENT.

6. Term and Termination.

- 6.1. Termination. The License granted herein may be terminated by either party for any reason upon written notice to the other party, or immediately upon written notice by either party upon a breach hereof by the other party. Sections 3 through 8 shall survive termination of this Evaluation License for any reason.

- 6.2. Cessation of Use. Upon termination of this Evaluation License, Licensee shall cease using the Software and Documentation and promptly return any copies of the Software, Documentation and other Confidential Information in its possession or control. Licensee shall delete all copies of such materials residing in on or off-line computer memory.

7. General.
- 7.1. Headings; Severability; Entire Agreement. The headings used in this Evaluation License are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Evaluation License is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Evaluation License shall not be affected. This Evaluation License comprises the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written between the parties relating to the Evaluation License.

- 7.2. Binding Agreement. This Evaluation License will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or obligations under this Evaluation License without the prior written consent of SafeDose.

- 7.3. No Waiver. Failure by either party to exercise any right or remedy under this Evaluation License does not signify acceptance of the event giving rise to such right or remedy.

- 7.4. Delaware Law; Venue. This Evaluation License shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware. Each party (a) submits to the jurisdiction of any state or federal court sitting in Delaware in any action or proceeding arising out of or relating to this Evaluation License, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) waives any claim of inconvenient forum or other challenge to venue in such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Evaluation License in any other court.