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z'iJ(j GENERAL TERMS AND CONDITIONS In consideration of the mutual promises and covenants contained herein, and for the continuation and maintenance of the existing relationship between Sandpiper and Client, and of the fees set forth on Exhibit B, and other good and valuable consideration¡ the receipt of which is hereby acknowledged, Sandpiper and Client hereby agree as follows: ARTICLE 1 - LICENSED SOFTWARE 1.1 Licensed Software and Documentation: Grant of License. subject to the terms and conditions in this Agreement, Sandpiper grants to Client and Client accepts from Sandpiper the non-exclusive and non-transferable license for the term of this Agreement to use the computer software programs ( "Licensed Software") set forth in Exhibit A, and the applicable Licensed Software us'er manuals and guides, plus any updates, revisions and corrections thereto ("Documentation"). Client agrees tha t , without the prior written consent of Sandpiper, which such consent shall not be withheld unreasonably, any license granted to it pursuant to this Paragraph 1.1 may not be sublicensed, assigned or transferred to any third party in any respect by operation of law or otherwise. Additional Licensed Software may be added to the Agreement by an Addendum exectlted by Sandpiper and Client or by Sandpiper's acceptance of Client's purchase order. Except as expressly specified in an Addendum, such additional Licensed Software shall be subject to the terms and conditions of this Agreement. In connection with the grant of a license to the Documentation, Sandpiper agrees to provide to Client one (1) copy of any updates, revisions and corrections to the Licenses Software user manuals and guides previously provided to Client in connection with the Licensed Software. 1.2 OWnership. Sandpiper spall have exclusive title to and ownership of the Licensed Software and Documentation and any copies thereof and the inventions, discoveries, patentable subject matter, writings, works, copyrightable subject matter, ideas ¡ concepts, expertise, know-how, show-how and techniques, patents, copyrights, trade secrets and other legal rights in the Licensed Software and Documentation ("Proprietary Information") . Sandpiper reserves all rights in the Proprietary Information not expressly granted to Client in this Agreement. Client shall not modi fy or alter the Licensed Software without the prior written consent of Sandpiper. Upon Sandpiper's reques t, Client shall inform Sandpiper in writing of the quantity and location of any . . . Propr~etary Informat~on. 1.3 Use Restrictions. Client may use the Licensed Software only on the particular equipment (collectively, . Designated Equipment.) set forth in Exhibit C, to process Client's data for