Intellicad_Technology_Consortium.doc

The I ntelliCAD Technology Consot1 ium

Government Me1nbcrship Agrccmcnt-4/71201 4 Page ! of 14

THE INTELLICAD TECHNOLOGY CONSORTIUM GOVERNMENT MEMBERSHIP AGREEMENT

"fhis Agreement, effective as of , 20_, is made and entered into by and between The IntelliCAD Technology Consorti um, a Washington State non-profit corporation (the "Consortium"), and the person or entity na1ned at the end of this document (the ·'Government Member'' ).

RECITALS

The Consortium has been organized and established to protnote the lntelliCAD computer aided design ("CAD") software platforn1 as an industry-standard platform for computer aided design. The Consortiu1n also makes ArchT, an architectural add-on, available as a sample application to government members which facilitates the creation of architectural drawings with lntelliCAD.

Government Member desires to becon1e a 1ne1nber of the Consorti um to obtain the necessary rights to co1n1nercia lly exploit and distribute the lntelliCAD software, upon the tenns and subject to the conditions set forth in this Agree1nent. The ArchT software is also made available to the Govern1nent Member as a sample application pursuant to the tenns and conditions of this Agreement.

AGREEMENT

Accord ingly, the Conso11iu1n and Government Member agree as follows:

Definitions.

Whenever used in this Agreement with initial letters capitalized, the following terms shall have the following specified meanings:

"ArchT Soft1vare" means the co1nputer software program or routines known as ArchT as developed, licensed and delivered by the Consorti um to Government Member, together with all additions, enhancements, modifications, updates, upgrades and successors thereto which the Consortium 1nay, in its sole discretion, make avai lable to members of the Consortium from time to tiine.

"Bug Fix" 1neans any bug fix or patch that resol ves an element of the JntelliCAD Base Software and/or ArchT Software that does not perfonn according to its specification.

"Competi11g CAD Software" means any CAD sofhvare application (whether in object or source code) of Govern1nent Member (other than a Member Application or Modification) or any third party that perfo1ms over fifteen percent (15%) of the features of the IntelliCAD Base Software.

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"Consortiuni Web Site" means a point of presence maintained by or for the Consorti um on the World W ide Web, under the URL specified in writing to Government Mem ber by the Consortium from ti1ne to ti1ne.

"Derivative Work" 1neans a work that is based upon one or more pre-existing works, such as a revision, compilation, modification, translation, abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transfonned, or adapted, and that, if prepared without authorization by the owner of the pre-existing work, would constitute a copyright infringement.

"Documentation" means documentation for the IntelliCAD Base Software and/or ArchT Software, in electronic fonnat only and only as contained in on-line help for the IntelliCAD Base Software and/or ArchT Software, together with such additions, enhancements, 1nodifications, updates, upgrades or successors thereto as the Consortium 1nay, in its sole discretion, make available to me1nbers of the Consortiu1n fro1n time to tilne.

"E11d u. er" means the person or entity that installs and uses the Intel l iCAD Base Software and/or Archl' Software (whether alone or as part of a Member Application) which it has received from Government Member or Reseller.

''Enllancen1ent" 1neans any software code developed by or for Government Member which does not constitute a Modification, but which is designed to run in conjunction with or to add new functional ity to the IntelliCAD Base Software, the ArchT Software or any Modification that is not identified in the software's specification. Enhancements nlay include, by way of example and not limitation, localized resource files or user interfaces for use with the IntelliCAD Base Software and/or ArchT Software.

"lntel/iCAD Base Software" means the CAD software program or routines known as lntel liCAD as developed, licensed and delivered by the Consortium to Government Member, together with all add itions, enhancements, modifications, updates, upgrades and successors thereto which the Conso1tium may, in its sole discretion, make available to 1nembers of the Consorti um from tin1e to time.

"lntelliCAD Licensed Materials" n1eans: (a) the IntelliCA D Base Software; (b) the Docu1nentation, (c) sample applications (including the ArchT Software), instal lers, fonts, hatch files, drawings, templates, components, libraries, or routines (includ ing all additions, enhancements, modifications, updates, upgrades and successors thereto) as developed, licensed and delivered by the Consorti um to the Government Meinber from time to time; and (d) the Marks.

"Marks" 1neans any trademarks, service marks, service or trade names, logos, and other designations of the ITC includ ing but not l imited to the trademarks set forth on Exhi bit A.

"Member Application " 1neans any software application developed or distributed by or for Government Me1nber, which is combined with or derived from the IntelliCAD Base Software and/or ArchT Software, or any portion thereof, as defined in this Agreement (includ ing, but not limited to, Derivative Works).

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"Member Web Site" means a point of presence maintained by or for Government Me1n ber on the World Wide Web, under the U RL specified in writing to the Consortiu1n by Government Member from time to time including, but not limited, to those URLs specified in writing to the Consorti um by Government Mem ber fro1n time to time.

"Modification" means any addition to or deletion from the substance or structure of the IntelliCAD Base Software, the ArchT Software, or any previous Modification. A Modification includes, without l imitation:

any addition to or deletion from the contents of a file (source or binary) contained withi n the Intell iCAD Base Sofuvare, the ArchT Software, or any previous Mod ification;

any new file that contains any part of the IntelliCAD Base Sofuvare, the ArchT Software, or any previous Modification or that provides the same functionality as the IntelliCAD Base Software, the ArchT Software, or any previous Modification;

any updates to the lntelliCAD Base Software, the ArchT Software, or any prev ious Modifications; or any translation (includ ing compilation or recapitulation by Government Member) of the IntelliCAD Licensed Materials into a different spoken language.

"OEM copy of IntelliCAD'' means any portion of IntelliCAD binaries included in any product under a brand name different from a brand owned and published by the IntelliCAD Government Member on The IntelliCAD Technology Consottium website, and sold to a thi rd party who in turn develop additional functional ity.

••Potential Member" means any individual or entity which has applied for mem bership in the Consortium prior to acceptance as a member in the Consortium. Unti l acceptance of this Agreement by the Consorti um, Government Mem ber shall be a Potential Member.

"Qualified Modification " means any Modification to the lntelliCAD Base Software that

(a) improves the speed of any co1n1nand, feature, function or other attribute of the lntelliCAD Base Software, or (b) is identified as a co1n1nand, feature, function or other attribute described in the specification of the current release of AutoCAD dating two releases back from the current release of AutoCAD. This applies only to IntelliCAD Base Software based on Intel liCAD 7.0 and later versions.

"Reseller" 1neans any Reseller of the Govern1nent Me1n ber that sells existing manufactured copies (in object code) of the IntelliCAD Base Software, the ArchT Software, any Mod ification and/or Member Application to End Users.

"Rules" 1neans the bylaws, pol icies, procedures, plans, Membership Rules and detenninations made by the Consortium, its Board of Directors or committees thereof (as such may be a1nended, revised or supplemented from time to time).

The lntelliCAD Technology Consortium

Govcrn1nent Men1bership Agreement-4/7/2014

Government Member's Rights.

Government Membership.

Classification. Subject to the tenns and conditions of tl1is Agreement, Government Member will have, and will be entitled to exercise, all rights of a "Government Me1nber" of the Consorti um; as such rights are specified from time to time in the bylaws and Rules of the Consortium.

Eligibility; Acceptance. Signature and submittal of this Agree1nent by a Potential Me1nber is considered application for mem bershi p in the Consorti um. The Consorti um will evaluate the Agreement in good faith and will notify the Potential Member of acceptance or rejection. The Consortium may reject the application in its sole discretion. If the Consorti um rejects the application, Potential Member is welco1ne to reapply at any time. The terms of this Agreement shall become effective upon the date of this Agree1ncnt mentioned above.

Limited License Grant.

General. Promptly after the Goven11nent Member and the Consorti um have both signed this Agreement, the Consortium will provide Govern1nent Member access to the IntelliCAD Licensed Materials. Subject to the tenns and conditions of this Agreement and the Membershi p Rules, the Consortium hereby grants to Gove111ment Member a li1nited, nonexclusi ve license for the term of the Agreement to:

use, reproduce, mod ify and create Derivati ve Works of the lntelliCAD Base Soft\vare and/or ArchT Software, in both source code and object code form, solely for the Government Me1nber's purposes of developi ng, modifying or supporting Member Applications, for the ter1n of the Government Membership;

reproduce, distribute (directly or ind i rectl y) and sublicense the lntelliCAD Base Software, the ArchT Software and Derivative Works thereof to no more than 10,000 End Users per year, in machine readable binary form or object code only, either alone or as part of any Member Application;

disclose the lntelliCAD Base Software, the Archl' Software and Derivative Works thereof (in either source code or object code form) and the Documentation to Government Member's contractors for tl1e limited purpose of developing Member Applications under contract with Government Member; provided, that such disclosure recei ves preapproval by the Consorti um and is made pursuant to a written nondisclosure agree1nent that protects the lntell iCAD Base Software, the ArchT Software, Derivative Works and Documentation from further disclosure or use;

use and reproduce the Marks in connection with Government Member's marketing, distribution and licensing of products containing or derived fron1 the Intell iCAD Base Software and/or ArchT Software, subject to those guidelines and restrictions on use which the Consorti u m 1nay adopt from time to time; and

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2.3 Restrictions.

2.3.1 Ownership. The IntelliCAD Licensed Materials are owned by the Consortium and its suppliers. The Consorti um reserves all rights in the IntelliCAD Licensed Materials. Government Member will be the sole owner of any contribution it has made to Enhancements, Modifications or Derivati ve Works but will not, by virtue of preparing Enhancements, Modifications or Derivative Works, gain any rights to the underlyi ng lntelliCAD Licensed Materials.

23.2 Sublicenses.

Source Code. Without limiting the generality of the foregoing, except as specifically permitted under Section 2.2.l (c), Government Member will not distribute, disclose or sublicense any copy of the IntelliCAD Base Software, the ArchT Software or Derivati ve Works thereof i n source code form to any thi rd party, including any affiliate of the Government Member.

Sublicense Agreements. Pursuant to Section 2.2.1 (b), any sublicenses of the IntelliCAD Base Software, the ArchT Software or Derivative Works thereof to an End User (whether alone or as part of the Mem ber Application) must be pursuant to a written license agreement. Government Member shall ensure that the tenns and cond itions of any such agreements (a) contain provisions specifically enforcing the relevant ter1ns of this Agreement with respect to End Users, (b) are at least as protective of the Consortium's rights in the IntelliCAD Licensed Materials as is this Agreement, and (c) are consistent with the obligations, responsibilities, and restrictions set forth in this Agreement, including the Rules.

2.3.3 Resellers. U nless otherwise authorized by the Consorti u1n in writing, a Reseller may only distribute copies of the IntelliCAD Base Software, the ArchT Software or Derivative Works thereof (whether alone or as part of a Member Application) to End Users d irectl y by sale to End Users. No Reseller shall have any right to sublicense the IntelliCAD Base Software, the ArchT Software, Derivative Works or Mem ber Application to another Reseller. Government Member shall not permit any Reseller to rena1ne or repackage the Intell iCAD Base Software, the ArchT Software, Derivative Works or Mem ber Application. Resellers must be suppl ied with finite inventory and under no circumstances shall Govern1nent Me1nber grant any license rights to the JntelliCAD Base Software, the ArchT Software or Derivative Works to any Reseller (whether alone or as part of a Member Application).

2.3.3.1 Support. Government Metn ber shall be solely responsi ble for providing customer suppo1t and follow-up service and advice to its Resellers and any End Users with respect to the IntelliCAD Base Software, the ArchT Software, Derivative Works or any Mem ber Application. The Consortium shall have no obligation to provide customer or technical support to any Reseller or End User under this Agreement.

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Rules; Changes. Govern1nent Member agrees that all use of the IntelliCAD Licensed Materials and Derivative Works pursuant to the licenses granted in Section

2.2. l shall be in accordance with the Rules as modified fro1n time to time. The Consorti um reserves the right to 1nodify the Rules at any ti1ne upon thirty (30) days prior written notice to Government Mem ber. If Govern1nent Mem ber does not agree to such modifications, it may reject them by noti fying the Consortium in writing within the thirtyMday notice period of such rejection. Any such rejection shall be deemed to be a notice of termination by Government Member pursuant to Section 5. If Government Me1n ber fails to notify the Consortium of its rejection within the thirtyMday notice period, Government Mem ber shall be deemed to have accepted the modifications and shall be bound to comply with then1 upon the expiration of the notice period. Jn the event that Government Member does not agree to any amendments to the Membershi p Rules and Policies by the Consortiutn, Government Member's sole remedy is to terminate this Agreement.

No Combination with Competing CAD Software. Neither Government Member nor any of its Resellers may combine, merge, integrate, compile or otherwise bund le the lntelliCAD Base Software, the ArchT Software, Derivative Works thereof or any Modification with any Competing CAD Software. Without limiting the foregoing, Government Me1nber may not use the IntelliCAD Base Software, the ArchT Software, Derivative Works thereof or any Modification to create a hybrid version of the lntelliCAD Base Software by combining it with any Competing CAD Sofuvare.

Govern ment Mem ber's Covenan ts and Obligations.

License from Government Member to Consortiu m. Government Member acknowledges that the intent of the Consortiu1n is to promote the IntelliCAD Base Software platform as an open, industryMstandard CAD platform by obtaining and sharing infonnation and knowledge regard ing the same.

License of Bug Fixes and Qualified Modifications. Accordingly, Government Member will disclose and deliver to the Consortiu1n all Bug Fixes and Qualified Modifications it obtai ns, discovers, or develops to the IntelliCAD and ArchT Licensed Materials, in source code fonn within thi rty (30) days following receipt of written notice by the Consorti um. Government Member hereby grants the Consortiu1n a nonexcl usive, fullyMpaid, irrevocable, royaltyMfree license to reproduce, d istribute, perfor1n, publ icly display, and otherwise exploit all Bug Fixes and Qualified Modifications delivered or disclosed to the Consortiu1n pursuant to this Section 3.1, and to sublicense the foregoing rights (includi ng, without limitation, to other members of the Consortium or any successor thereto).

License to Mod ifications and En hancemen ts. The Consortium and Government Member may enter into negotiations for the Consortium to license from Gover111nent Member its Modifications and Enhancements of the lntelliCAD Base Software; however, regardless of negotiations, Government Me1nber hereby grants to the Consortium a nonexcl usive, fully-paid, irrevocable, royaltyMfree license to reverse engineer and, thereafter, reproduce, distribute. perfonn, publicly display, create derivative works of and otherwise exploit all such reverse engineered Modifications and Enhancements of the lntelliCAD Base Software, but only to the extent of such members' rights in the lntelliCAD Base Software under their

The lntelliCAD Technology Consortium

Government Mcinbcrship Agrcenient-4/7/2014 respective n1ember agreements. With respect to the ArchT Software, Government Member will disclose and deliver to the Consorti um all Modifications and Enhance1nents of the ArchT Software, in source code form. Govern1nent Me1n ber hereby grants the Consorti um a nonexclusive, fully-paid, irrevocable, royalty-free license to reproduce, d istribute, perform, publicly display, and otherwise exploit all Modifications and Enhancements of the ArchT Software delivered or disclosed to the Consortium pursuant to this Section 3.1, and to sublicense the foregoing rights (including, without limitation, to other mem bers of the Consortium or any successor thereto). Nothi ng in this Section shall be construed to grant to the Consorti um any right, title or interest in or to Member Appl ications (except to the extent the sa1ne constitute Modifications or Enhancements) developed by Government Member.

Bylaws, Rules and Policies. Government Member will perform its obligations as a 1nember of the Consorti um and comply with the R ules with respect to all matters concerning the responsibilities and authority delegated by the mem bers to the Consorti um, as set forth in the articles of incorporation, the bylaws, or the Rules of the Consortium (as such may be mod ified from time to titne) or as otherwise disclosed to Government Member by the Consortium.

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Govcrnn1e11t /l.1en1bership Agreen1en1 4/7/2014

3.5 Records and Audit. Governinent Member shall ma intain complete and accurate records relating to Government Member's use of the IntelliCAD Licensed Materials, includ ing without limitation, copies of all agreements relat ing to the disclosure of the IntelJiCAD Base Software and/or ArchT Software includ ing agreements with Resellers. Government Member shall permit the Consorti um or its independent auditors to access, review and copy such records (including, but not limited to, any IntelliCAD Base Software and/or ArchT Soft\vare in source code form as maintained by Government Member) upon the Conso1tium's reasonable request, to detennine Government Member's compliance with this Agreement.

Ackno,vledgments and Representations.

No Ownership Interest. All amounts paid by or on behalf of Govern1nent Member to the Consorti um \vill constitute dues, fees or assessments related to membership in the Consortium and will not be deemed to be an investment or purchase of any ownership interest in the Consortium.

Representations. Consortium that:

Government Member represents and warrants to the

(a) the signature of Agreement;

the principal office of Government Member is at the address shown under Government Member's authorized representative at the bottom of this

Government Mem ber has been duly authorized to enter into this Agreement; and

Government Member has received and reviewed the Rules, articles of incorporation and bylaws of the Consortium and understands its duties and obligations associated with membership in the Consortium.

Acknowledgmen ts. Government Member acknowledges that, prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers or obtain add itional infonnation from a representative of the Consorti um concerning the financial and other affairs of the Consortium and the duties and obligations associated with bei ng a member of the Consortium, and, to the extent it believes necessary in light of its knowledge of the Consorti um's affairs, it has asked such questions and received satisfactory answers. Government Mem ber has carefully read this Agreement and, to the extent it believes necessary, it has discussed with its counsel and representatives of the Consortium the representations, warranties and agree1nents which it makes by signing this Agreement.

Termination and Suspension of Govern men t Mem bership or Services; Dissolution; Merger.

Term. This Agreement shall remain in full force and effect unti l termi nated by either party.

Termination by Government Member. Government Member may tern1inate its membershi p in the Consortiu1n and its obligations under this Agreement effective thirty (30)

The IntelliCAD Technology Consortium

Govern1nent Men1ben:;hip Agrcement-4/7il0l4 days following receipt of written notice by the Board of Directors of the Consorti um; provided, however, that such tennination will not rel ieve Government Mem ber of any liabilities or obligations incurred prior to the effecti ve date of tern1ination. Government Member's membership automatically terminates upon the voluntary or involuntary dissolution of the Consortium.

Termination or Suspension by Consortium. The Consorti um may terminate or suspend this Agreement and Government Meinber's 1nembership in the Consortium if Government Member fails to adhere to any Rules approved by the Consortiu1n, breaches any 1naterial provision of this Agree1nent (including, without li1nitation, Sections 2.2, 2.3 and 3.1) or fails to pay any dues or other amounts payable to the Consorti u1n within thirty (30) days following the date due, and further fails to remedy such nonperformance, noncompliance or nonpayment within thirty (30) days following receipt of notice from the Consortiu1n. The Consorti um·s right to tern1inate Government Member's nle1nbership in the Consorti um is in addition to any other rights and remedies that may be available to the Consorti um, whether at law, in equity, as set forth in the Rules, or otherwise.

Effect of Termination.

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Govern1nent Me1nbcr:ship Agrccn1cnt·4/7/2014 Page 10 of l 4 needed to re1nedy the noncompliance and use its best efforts to remedy the noncompliance. If Government Mem ber disputes the Consortium's audit finding, it will immed iately provide notice to the Consorti um of its dispute and shall retain an independent third party, at Governinent Member's expense, to audit the disputed inaterial and to verify Government Member's compliance with the terms of this Agree1nent. The independent third party shall be chosen and appointed by the Consorti um. If IntelliCA D Licensed Materials are identified during the aud it by the independent third party, a ininimum penalty of $100,000 per year shall be assessed to Government Me1nber.

5.4.3 Dissolution or Merger. Government Member's mem bership in the Consorti um automatically terminates, without notice, upon the 1nerger or voluntary or involuntary dissolution of the Consortium. Notwithstand ing the foregoing, no acqu isition of the Consorti um, vol untary or involuntary dissolution of the Consorti um, or merger of the Consortium with or into another entity shall terminate, interfere with or 1nodify the license rights gran ted Govern1nent Member under Section 2.2 with respect to JntelliCAD Licensed Materials, Enhancements, Modifications, and Derivative Works, which shall automatical l y become paid-up, irrevocable, and non-subl icensable; provided, however, that this Section 5.4.3 shall only apply if and so long as Government Member: (i) is not, at the ti1ne, in breach of this Agreement; and (ii) complies with the terms of this Agreement including, but not limited to, payment of all membership fees and other assessments that were due and payable immediately prior to the dissolution or merger.

Warranty Disclaimer j Indemnification.

Government Member Warranty. Government Member warrants that Member Applications, the Member Web Site, Modifications, and any Derivative Works developed by or for Government Member, do not and will not infringe, 1nisappropriate or otherwise violate any third party copyright, patent or other intellectual property right of any kind.

lntelliCAD Disclaimer. THE INTELLICAD LICENSED MATERIALS A RE PROVIDED TO GOVERNMENT MEMBER '"AS IS" AND WITH ALL BUGS, DEFECTS, ERRORS, DEFICIENCIES AND FA ULTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CONSORTI U M HEREBY DISCLAIMS AND GOVERNMENT MEMBER HEREBY WAIVES ANY AND ALL WA RRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WA RRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULA R PURPOSE, IMPLIED WARRANTY ARISING FROM ANY COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRA DE, ANY WARRANTY OF NONINFRINGEMENT OR IMPLIED WA RRANTY OF QU IET ENJOYMENT.

Limitations of Liability.

No Fiduciary Capacity. GOVERN MENT MEMBER AG REES THAT IN EXERCISING ITS RIG HTS AND AUTHOR ITY UNDER THIS AG REEMENT OR THE RU LES, NEITHER THE CONSORTIUM OR ANY MEMBER OR AGENT ACTING AT THE REQUEST OR ON BEHALF OF THE CONSORTIUM, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL, BY VIRTUE OF THIS AGREEMENT OR THE ARRANGEMENTS DESCRIBED HEREIN, HAVE ANY FIDUCIARY OBLIGATION TO GOVERNMENT MEM BER OR ANY OF ITS AFFILIATES.

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No Conseq uen tials. IN NO EVENT WILL THE CONSORTI UM OR ANY MEMBER OR AGENT ACTING AT THE REQUEST OR ON BEHA LF OF THE CONSORTIUM, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO GOVERNMENT MEMBER FOR ANY DIRECT, IN DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITI VE OR OTHER SIMILAR DAMAGES, A RI SING FROM BREACH OF THIS AG REEMENT, THE ACTIVITIES UN DERTAKEN BY THE CONSORTI UM, ANY ITEMS OR MATERIALS FURNISHED PU RSUANT TO THIS AGREEMENT, ANY USE OF OR INABILITY TO USE THE INTELLICAD LICENSED MATERIALS, OR THE PROVISION OF OR FA!LURE TO PROVIDE SUPPORT SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCL U DING, WITHOUT LIM ITATION, NEGLIGENCE), STRICT LIA BILITY, EQUITY OR OTHERWISE, EVEN IF THE CONSORTIUM WAS ADVISED OF THE POSSIBI LITY OF SUCH DAMAGES. THE FOREGOING WI LL NOT RELIEVE THE CONSORTIUM OR ANY OF ITS MEMBERS FROM LIABILITY FOR ANY WILLFUL MISCONDUCT OR ANY BREACH OF AN OBLIGATION OF CON FIDENTIALITY.

Third-Party Beneficiaries. The limitations set forth in this Section 7 wil l inure to the benefit of all past, present or future members or agents of the Consorti um acting at the request or on behalf of the Consortium, and their respective officers, directors, employees, attorneys and agents, each being an intended third-party beneficiary of the provisions of Section 7 of this Agreement.

Indem nification.

Government Member releases and will defend, indemnify and hold harmless the Consortium and all other past, present or future mem bers from and against any and all claims, losses, da1nages, liens, l iabilities, costs and expenses (including, but not limited lo, reasonable attorneys' fees) arising out of or in connection with:

and Government Member's use or modification of the IntelliCAD Licensed Materials, any sale or other d istri bution of any of the Inte!liCAD Licensed Materials, Derivative Work, or any Member Application by, through or under Government Me1nber, or (c) any breach of the warranty set forth in Section 6.1. This Section 8 will apply to the fullest extent pennitted by appl icable law, regardless of the fau lt, negligence or strict liabil ity of the Consorti u1n.

General Provisions.

9.1 Notices. Any notices req u ired or pennitted to be given or made under this Agreement will be i n writing. Such notices will be deemed to be duly given on the earliest of

(a) actual receipt, irrespective of whether co1nmunicated i n person, by telephonic facsimile, telegraph, teletype, electronic mail or other fonn of wire or wireless com1n unication, or by mail or private carrier or other method in which the writing is to be read by the recipient, or (b) on the fifth day after mailing by registered or certified mail, return recei pt requested, postage prepaid and addressed as follows:

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If to the Consorti um: The IntelliCAD Technology Consorti um 10260 SW Greenburg Road, Suite 400 Portland, OR 97223 lf to Govern1nent Member: at the address, telephone and facsimile numbers set fo1th below.

Either Government Member or the Consorti um may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it wil l become effective.

Assignment. Subject to any limitations set forth in the bylaws of the Consortium, Government Member will be entitled to assign its rights and obligations under this Agreement to any affiliated corporation or other business entity and to any successor, by sale, merger or other business combination, to all or substantially all of its business and assets, provided the successor assu1nes all obligations of Government Me1nber under this Agreement and agrees in writing to be bound hereby.

Nonwaiver. No delay or omission by any party hereto to exercise any right or power under this Agreement will im pair such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants to be perfonned by the other or any breach thereof will not be construed as a waiver of any succeeding breach thereof or of any other covenant herein contained.

Severability. lf any provision of this Agreement or the application thereof to any person or circumstance is, to any extent, held to be inval id, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions or applications of the Agreement will i n no way be affected or impaired thereby.

Dispute Resolution. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601 -61 3). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The parties shall proceed diligently with perfOrmance of this contract, pend ing final resol ution of any dispute arising under this Agreement.

UCC. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contract for the International Sale of Goods; rather, these rights and obligations shall be governed by the appl icable provisions of the Uniform Com1nercial Code.

Amendments. This Agreement may not be modified or amended by Government Member except by written instrument duly executed by an authorized representative of each party. This Agreement may be amended by the Consortiu1n at any time upon sixty (60) days prior written notice to Government Member. If Government Member does not agree to the amendment, it may reject the amendment by notifying the Consorti um in writing within the

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Government Membership Agn:,-cntent-4/7/2014 Page l 3 of l 4 sixty-day notice period. Any such rejection shall be dee1ned to be a notice of termination by Government Mem ber pursuant to Section 5.2. If Government Mem ber fails to notify the Consorti um of its rejection within the sixty-day notice period, Govern1nent Me1nber shall be deemed to have rejected the a1nendment and such rejection shall be deemed to be a notice of tennination by Government Mem ber pursuant to Section 5.2. In the event that Government Member does not agree to any a1nendment of the Consortiu1n, Government Me1nber's sole remedy is to terminate this Agreement pursuant to Section 5.2.

Compliance with Laws Unique to Government Contracts. The Consortium agrees to comply with 31 U.S.C. 1352 relating to lhnitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work I-lours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U .S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 401 18, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

Entire Agreement. Subject to the Ru les, this Agreement sets forth the entire agreement, and supersedes any and all prior written and oral representations and agreements between the parties with respect to the subject matter hereof. Any attempted or purported amendment, 1nodification or waiver that does not comply with this requirement will be nu ll and void. In the event of any conflict between the tenns and conditions of this Agree1nent, and the tenns and conditions of any other agreement between the parties now or hereafter in effect, the terms and cond itions of this Agreement will govern and control.

{REST OF PAGE lNTENTJONAf./,Y LI::FT BLANK} The IntelliCAD Technology Consortium

Govcm1ncnt Mc1nbership Agreenient-4/7/2014

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date ind icated above as being accepted on behalf of the Consorti um.

Government Member: ---------------- By: -------------- Title: ----------------- Print Name: --------------- Address: _ file_0.bin file_1.bin

Telephone: -------------- Facsi1nile: -------------- Website: Executive Management Contact Email:

file_2.bin

Agreed and Accepted on behalf of:

The Intell iCAD Technology Consortium By: Officer: ---------------- Print Name: ------------- The l ntelliCAD Technology Consortium

Government Membership Agreeinent-4/7/201 4 Exhibit A lntelliCAD lntelliCAD "i" logo ArchT ArchT logo

EXHIBIT A

Marks