Company Name:

_________________________________ (herein "Licensee")

Attn:

________________________________________________

Address:

________________________________________________

Street Address:

________________________________________________

City, State, Postal Code, Country

________________________________________________

Phone No.:  _______________________

Fax No.:  __________________________

LEADTOOLS Registration/Serial No:

________________________________

Title or Description of Licensee's Application:

___________________________________

 (herein "Application Software")

(Please fill in blank)

1.

Licensee has heretofore obtained a development license to use the Software in connection with the development of the Application Software in accordance with the terms of the LEADTOOLS Software License Agreement, a copy of which is included in the Software packaging and online help file, and the terms of which are hereby incorporated herein by this reference (herein the “License Agreement”).

2.

Licensee now wishes to obtain a license whereby it may internally deploy or commercially distribute the Application Software to end users and LEAD is willing to grant the licenses described herein provided Licensee complies with the terms and conditions of this Agreement.

1.

Effectiveness of License Agreement; Grant of Duplication and Distribution License. 

(a)

License Agreement.  Licensee acknowledges that its use of the Software is governed by the terms, conditions, limitations and restrictions contained in the License Agreement and hereby agrees to faithfully abide by such terms and conditions and will not take any action with respect to the Software prohibited by the License Agreement.  This Agreement is supplementary to the License Agreement, and this Agreement and the License Agreement together will govern Licensee’s use of the Software and Application Software.  Unless otherwise modified by the terms of this Agreement, all of the terms and conditions of the License Agreement remain in full force and effect.  In the event of an inconsistency between this Agreement and the License Agreement, this Agreement will control.

(b)

Duplication and Distribution License.  Under LEAD’s copyright, and subject to all the terms and conditions set forth in this Agreement and the License Agreement, including without limitation, the payment of the runtime licensing fees described in paragraph 2 hereof, LEAD hereby grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce exact copies of the Redistributables (as such term is defined in the License Agreement) and include such files in the Application Software, and to deploy the Application Software on Licensee’s owned and controlled computers and networks for use by Licensee’s employees, contractors and affiliates and/or to commercially distribute the Application Software, directly or through customary distribution channels, to end users for their use without further distribution.

2.

Runtime License Fees. Licensee must purchase a runtime license for each Deployment of Application Software.  For purposes hereof, a “Deployment of Application Software” will include any and all copies of the Application Software installed, used, distributed, leased, or sold by Licensee and any of its customers, employees, distributors, resellers, affiliates or other channel partners.  If the Application Software is installed on a server or network by Licensee or its customers, the number of Deployments that must be reported and the number of runtime licenses that must be purchased hereunder will be the number of computers that are permitted access to the Application Software via the network.

(a)

One Deployment License Included with Development License.  One Deployment of Application Software is included with Licensee’s development license acquired by Licensee upon initial purchase of the Software development seat.

(b)

Per Copy Runtime Licensing for Runtime Licenses that are Not Prepaid.   Except as otherwise provided in paragraph 2(a), (c) and (d) hereof, Licensee will pay a runtime license fee of Five Hundred Dollars ($500.00) for each Deployment of Application Software to be reported and paid pursuant to paragraph 3 hereof.

(c)

Prepaid Runtime Licensing.  In lieu of paying the per copy rates set forth in paragraph 2(b) above, Licensee may pay in advance for its projected runtime licensing needs in the quantities and for the prices set forth below:

Quantity Prepaid

Price Per Copy

Minimum Prepayment

50+

$400.00

20,000.00

100+

300.00

30,000.00

250+

200.00

50,000.00

500+

125.00

62,500.00

1,000+

75.00

75,000.00

2,500+

60.00

150,000.00

5,000+

50.00

250,000.00

10,000+

35.00

350,000.00

In order to receive the runtime pricing contained in this paragraph 2(c), Licensee must prepay for its runtime licenses in accordance with the above schedule prior to Deployment of the Application Software.  To select a prepaid Deployment option, Licensee shall send LEAD a purchase order covering the desired number of copies of the Application Software before making the Deployments covered by the purchase order, and LEAD will generate an invoice covering the prepaid copies.  During the term hereof, Licensee may, from time to time, issue multiple purchase orders for multiple quantity orders.  For example, if Licensee desires to use or distribute two hundred fifty (250) Deployments of the Application Software, and would like to take advantage of the Two Hundred Dollar ($200.00) per copy rate, Licensee must prepay for its runtime licenses at the rate of Two Hundred Dollar ($200.00) per copy ($50,000.00 prepayment), whereupon Licensee will have the right to use or distribute up to two hundred fifty (250) Deployments of the Application Software.  Thereafter, from time to time, if Licensee desires to use or distribute additional copy(s) of Application Software and pay a rate of less than the prices set forth in subparagraph 2(b) above for such additional copies, Licensee will be required, prior to shipment or use of any such additional copy(s) of Application Software, to prepay for such copy(s) by selecting any of the above prepayment options and making the applicable prepayment to LEAD, whereupon LEAD will issue a License Certificate for the applicable number of prepaid runtime licenses.  For quantity purposes, each purchase order will be viewed separately.  For example, if Licensee prepays for two hundred fifty (250) Stand Alone Deployments and subsequently places another order for two hundred fifty (250) additional Deployments, the required prepayment due for the second two hundred fifty (250) Deployments is Fifty Thousand Dollars ($50,000.00).  Any Deployment of Application Software for which runtime licensing has not been prepaid prior to distribution or use pursuant to the procedure described above will carry a runtime licensing obligation of Five Hundred Dollars ($500.00) for a  Deployment to be reported and paid quarterly in accordance with paragraph 3 below.

3.

Reporting and Payment.  Licensee agrees to maintain full, clear and accurate records as to all Deployments of the Application Software.  Licensee will submit to LEAD, within thirty (30) days of the close of each calendar quarter, a report setting forth the number of Deployments of Application Software made during such quarter, and accompanying such report will be a check in the amount of runtime licensing that is due, if any.  If no Deployments have been made during said quarter, Licensee will provide a certification so stating.  Licensee shall keep adequate records to accurately determine the payments due under this Agreement.  LEAD shall have the right, no more than once during any calendar year, to have an independent certified public accountant or other disinterested third party inspect the relevant records of Licensee on thirty (30) business days notice and during regular business hours to verify the reports and payments required to be made hereunder.  Should an underpayment in excess of five percent (5%) be discovered, Licensee shall pay the cost of the audit.  If Licensee is more than thirty (30) days late with any payment of amount due hereunder, interest will accrue from the date due until paid at the lesser of (i) 1.5% per month or (ii) the maximum rate of interest permitted by law.  All amounts due hereunder are based on United States currency.

4.

New Versions; Upgrades.  Minor version updates to the Software (e. g. LEADTOOLS version 15.1, 15.2 etc.) are provided to Licensee free of charge via LEAD’s web site.  Licensee may license major new versions of the Software (e. g. LEADTOOLS version 16, 17 etc.) by purchasing a development license to the new version at LEAD’s then prevailing upgrade price.  No additional runtime licensing is required for updates and upgrades to the Application Software distributed to users of the Application Software for which runtime licenses have been paid and accounted for hereunder unless a major new version of the Software is included in the upgrade.  If a major new version of the Software is included in an upgrade to the Application Software, each user that is upgraded will be considered to be a new Deployment for purposes of runtime license payment and reporting hereunder.  Any prepaid runtime licenses that have not been deployed at the time Licensee takes a license to a major new version of the Software will be carried forward and may be applied to Deployments of Application Software made with the major new version of the Software.  Licensee will be under no obligation to update previously deployed user or client licenses with the new version of the Application Software that includes the major new version of the Software.

5.

Third Party Patents.  Certain technologies such as MPEG 2, MPEG 4 and H.264 are subject to third party patents, including patents managed by MPEG LA.  LEAD has obtained a patent license from MPEG LA which covers LEAD’s distribution of its products. LEAD’s license does not extend to Licensee’s products.  Licensee is responsible for obtaining any and all third party patent licenses for the deployment and distribution of the Application Software, including any licenses required by MPEG LA, and will indemnify and hold LEAD harmless from any and all patent claims asserted against LEAD which arise by virtue of Licensee’s distribution or deployment of the Application Software.   

LEAD TECHNOLOGIES, INC.

_______________________________________________

(Print Your Company Name Here)

By:_____________________________(SEAL)

By:_______________________________________ (SEAL)

     (Authorized Signature)

Title:________________________ ___

Title:______________________________________

Date:______________________

Date:_____________________