BLUE REEF ALPHA/BETA TESTING LICENCE AGREEMENT

This Alpha/Beta Testing Licence Agreement ("Agreement") is made as of today (the "Effective Date") by and between Blue Reef Pty. Ltd. ("Blue Reef"), having a place of business at 8a Main Street, Blackburn, Victoria 3031 and the business entered in the form above having a place of business at the address quoted in the form above ("Licencee")

1. Definitions

"Computer" means the central processing unit which is located at the Site, described in the attached order form.

"Testing Period" means the period commencing on the Effective Date of this Agreement and continuing until the Software reaches generally availability ("GA"), status unless sooner terminated by either party as set forth in this Agreement.

"Software" means the alpha object code version of Blue Reef’s product currently code named "Sonar" together with any associated documentation relating thereto and any future updates, releases or modifications thereof that may be provided by Blue Reef to Licensee during the Testing Period.

2. Licence

2.1 Blue Reef grants Licencee a non-exclusive, non-transferable, limited-use licence to load the Software on the Computer at the Site solely for the purpose of testing the Software during the Testing Period. Use of the Software provides the Licencee with early operational experience with the Software and provides Blue Reef specific information regarding Licensee’s experiences with the installation, use and operation of the Software (the "Purpose").

3. Licence Exclusions

3.1 Without the prior written consent of Blue Reef, the Licencee shall not:

a) copy, in whole or in part, the Software, except for normal back-up and archive purposes;
b) modify, reverse compile, reverse engineer or reverse assemble all or any portion of the Software;
c) distribute, disclose, market, rent, lease, transfer, assign or sub-licence the Software to third parties;
e) perform or release benchmarks or other comparisons of the Software without Blue Reef's prior written consent;
f) transfer the Software to a different computer, location or Site without the prior written consent of Blue Reef;
g) permit the Software to be used in connection with any facility management or service bureau services, outsourcing or otherwise for processing the data of any third parties;
h) use the Software for application development, other production purposes or other development purposes;
i) use the Software or related documentation to assist, directly or indirectly, in the development or design of: (i) any computer software program including, but not limited to, a program that provides or is intended to provide or include a similar feature and/or functionality as the Software; or (ii) any conversion utility or aid relating to a Software intended to enable or facilitate a user’s conversion from use of the Software to an alternative program; or
j) use the Software for any purpose except as agreed to in this Agreement.

4. New releases

4.1 Blue Reef may, but shall be under no obligation to, provide error corrections, updates and new releases of the Software to the Licencee. Any such materials provided to the Licensee shall be subject to the terms of this Agreement. Blue Reef does not guarantee that the generally available release of the Software will be identical to the Software. Therefore a re-installation of the generally available released version may be required. It is understood that Blue Reef is not obligated, nor will it be obligated in the future, to make the Alpha Software available as a standard Blue Reef product.

5. Feedback

5.1 Feedback provided by the Licensee may be used by Blue Reef to freely use, disclose, reproduce, licence, distribute and otherwise commercialise the feedback in any Blue Reef product, specification or other documentation.

6. Reference

6.1 The Licencee agrees to serve as a positive reference for potential licencees as periodically requested by Blue Reef.

6. Termination

6.1 Either party may terminate the Agreement for convenience by providing five (5) days written notice. If the Licencee chooses to terminate for convenience Licencee will not be eligible for the GA BETA testers Benefits as described in Exhibit A. Upon termination for any reason, the Licencee shall destroy or return the Software (and any copies) to Blue Reef, Unless such Testing Period is extended in writing by the mutual agreement of both parties, within ten (10), days after the end of the Testing Period, the Licensee shall certify in writing that it has destroyed or returned all Software to Blue Reef and deleted it from its storage devices and computer software libraries.

7. Title

7.1 The Software is a trade secret of Blue Reef and confidential information of Blue Reef and its licensors. Licencee agrees to keep the Software strictly confidential and not to disclose the Software nor allow anyone to have access to the Software other than its authorised employees. Title to the Software and all changes, modifications and derivative works thereto shall remain with Blue Reef and its licensors. The Software is protected by copyright, patent, trademark and other laws and international treaties.

8. Limitations as to Warranty and Liability

8.1 BLUE REEF AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE LICENCEE’S REQUIREMENTS OR THAT THE OPERATIONS OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR WILL APPEAR AS DESCRIBED IN THE DOCUMENTATION. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BLUE REEF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2 BLUE REEF WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OR DIRECT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE DAMAGES RELATED TO LOST DATA OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THIS AGREEMENT OR FROM THE USE OF THE SOFTWARE.

9. Governing Law

9.1 This Agreement shall be construed in accordance with the laws of the State of Victoria, Australia excluding its conflict of law principles.

10. General Terms

10.1 Assignment. The Licencee may not assign or transfer its rights or delegate its duties under this Agreement. Any change of control of 51% of the ownership or interest or transfer to a successor corporation of the Licencee shall terminate this Agreement. Any prohibited assignment shall be null and void.

10.2 Entire Agreement. This Agreement constitutes the entire Agreement between the parties concerning the Licencee's use of the Software. This Agreement supersedes any verbal understandings or written agreements and any Licencee purchase order or ordering document and may only be modified or amended by a written amendment executed by both parties authorized officers.