E-Management Services, LLC (EMS) has developed an application to assist and aid bridge inspectors ("Software").
EMS desires that the Software be tested prior to general release.
Licensee wishes to serve as a Beta test company for such Software.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
EMS grants to Licensee a non-exclusive, non-transferable license to use the Software on Apple iPads solely for Beta testing and Beta use to the term and conditions below.

In consideration for receiving a copy of the Software for testing, Licensee agrees to serve as a "Beta Test Company" for the Software and will notify EMS of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to EMS all right, title and interest to such enhancements and all property rights
therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

Licensee agrees that Software is the sole property of EMS until it is officially released and includes valuable trade secrets of EMS. Licensee agrees to treat Software as confidential and will not without the express written authorization of EMS:
Demonstrate, copy, sell or market Software to any third party; or
Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.

Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall EMS be liable for any damage whatsoever arising out of the use of or inability to use Software, even if EMS has been advised of the possibility of such damages.

The Licensee upon completion of the Beta test agrees to provide material, statistics, or information that is not deemed confidential to Licensee's business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by EMS. Licensee will provide a quote to EMS that may be used in a press release.

This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of New Jersey. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.

Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

Failure of EMS to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.