MonTel License

Netwiz MonTel License Agreement

TERMS AND CONDITIONS

1. In this Software License Agreement the following

expressions shall have the following meaning:-

'Approved Equipment' means the equipment in

the schedule or approved in writing by Netwiz Pty Ltd

to be used with the Software at the location or site

stipulated in the license agreement or any other place

approved in writing by Netwiz Pty Ltd.

1A Netwiz Pty Ltd warrants it has the right and

authority to grant the license to the Licensee.

2. The term of this Agreement shall be for one (1)

year from the date hereof and shall continue

thereafter until terminated by the Licensee on

one (1) months notice or until otherwise

terminated as provided herein.

3. The Licensee shall pay the License Fee upon

placement of the order for the Software.

4. If the Licensee:-

a) removes or allows the removal of the Software

from the location or operates the Software elsewhere;

b) does not operate the Software with approved equipment;

c) exceeds the maximum limits for the numbers of

entities and numbers of concurrent users as

stipulated in the schedule;

d) be declared bankrupt or enters into liquidation or

has a Receiver appointed or any transfer or other

accommodation for the benefit of or composition with

creditors or other like or similar occurrence is entered

into or suffered by the Licensee;

e) causes or allows the removal from the location of

any hardware containing the Software;

f) allows a third party access to the Software; or

g) fails to comply with any of its obligations contained

in this Agreement,

then the Licensee shall be in default and without

prejudice to any other rights Netwiz Pty Ltd may

terminate this Agreement.

5. Unless otherwise provided herein the license fee and

any additional charges stipulated, include all delivery,

installation, commissioning and sales tax but does not

include any other Federal, State or Local tax which the

License agrees to pay.

6. The Licensee agrees:-

a) that the Software is the valuable property and

trade secret of Netwiz Pty Ltd embodying substantial

creative efforts and confidential information ideas and

expressions and that Netwiz Pty Ltd owns the copyright;

b) to notify Netwiz Pty Ltd of any unauthorised possession

or use of the Software; and

c) not to use the Software for mission critical or life

support applications.

7. The Licensee is responsible for the supervision, management

and control of the Software.

8. To the full extent permitted by law the Licensee indemnifies

Netwiz Pty Ltd against all claims, actions demands or

damages arising directly or indirectly out of the Licensees

use or possession of the Software and such indemnity shall

extend to any fault or failure in the Software or related

documentation to perform any particular test or to achieve a

particular result or to comply with a particular specification.

This clause shall survive the termination of this Agreement.

9. The Licensee agrees not to reverse engineer, decompile, or

disassemble any Netwiz Pty Ltd Software, except and only to

the extent that such activity is expressly permitted by

applicable law notwithstanding this limitation.

10. Upon termination of this Agreement from any cause whatsoever

the Licensee shall lose all rights to use the Software and

shall forthwith deliver up all copies of the Software and

accompanying materials and documentation and certify that

all Software has been returned.

11. This Agreement constitutes the entire Agreement between

Netwiz Pty Ltd and the Licensee as to the Software and

supersedes all previous communications, representations

and agreements either written or oral between the parties

or their agents relating to the subject matter of this

Agreement.

12. Each part of this Agreement shall be severable from the

other and if for any reason any part is invalid or

unenforceable such invalidity or enforceability shall

not prejudice or in any way effect the validity or

enforceability of any other part.

13. The failure by Netwiz Pty Ltd to endorse at any time

any of the provisions hereof shall not be a waiver of

such provisions nor affect the validity of this Agreement

or any part thereof or the right of Netwiz Pty Ltd to

enforce each and every such provision.

14. Netwiz Pty Ltd's liability and Licensee's rights are

affected by Federal law as referred to below. To the

extent permitted by those laws:

a) all warranties, representations and statements

concerning Software or Services to be supplied

pursuant to this agreement (other than non-excludable

warrants under Federal legislation), whether they be

expressed or implied, including but without limiting,

the generality of the foregoing, all such statements in

connection with the suitability of the Software or

services, not expressly referred to herein are

hereby excluded.

b) subject to the following, Netwiz Pty Ltd,

Netwiz directors and owners, Netwiz authorised agents

and dealers, shall in no circumstances be liable

for damages of any nature, including damages for

consequential losses, in connection with the supply

or performance of Software or services or materials or

any part thereof supplied by Netwiz Pty Ltd pursuant

to this agreement or any failure to supply same or part

thereof. Netwiz Pty Ltd liability under this agreement

whether arising out of negligence or howsoever shall

be limited at the option of Netwiz Pty Ltd to defects

notified within 30 days:

i. in the case of media the replacement of any defective

or part thereof; or

ii. in the case of services, the performance of any

defective services again.

(Federal Law: Trade Practices Act Division 2 of Part V

provides for certain non-excludable warranties).

15. Netwiz Pty Ltd agrees to defend or, at Netwiz Pty Ltd's

option, settle any third party's claim of patent or copyright

infringement asserted against the Licensee by virtue of

the Licensee's use of the Software as delivered by

Netwiz Pty Ltd, provided that Netwiz Pty Ltd is given

prompt notice of any such claim and the right to control

and direct through counsel of its own choosing the

investigation, defence and settlement of each such claim,

and further provided that the Licensee shall reasonably

cooperate with Netwiz Pty Ltd in connection with

the foregoing.

16. Netwiz Pty Ltd may assign any of its rights under

this Agreement.