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Production Rights Agreement

1. Production Rights Agreement

AGREEMENT made as of the ___ day of _____________ 20 __ Company, with its principal office at _____________________ ("Company") and Distributor, with its principal office at _______________________ ("Distributor").

1. Purpose. Company agrees to grant to Distributor a limited license for production rights to Company's proprietary "Software" products and Software documentation (collectively the "Software Products") under the terms and conditions of this Agreement.

2. Grant of License/Production Rights. Subject to payment by Distributor to Company of the amount set forth in Section 3 below, Company grants to Distributor a non-exclusive, non-transferable license to make copies of the Software Products up to the cumulative value of (US $------) (as determined by Company's then current standard Distributor List Price) for the sole purpose of assigning such limited production rights to the subsidiary which Distributor will be forming under the Joint Venture agreement between the parties. Such subsidiary will be distributing certain mutually agreed to Company products in accordance with Company's standard International Distribution Agreement ("International Distribution Agreement"). Distributor further agrees to require, as a condition of such assignment, such subsidiary to be bound by all of Distributor's obligations set forth in this Production Rights Agreement. Distributor shall not use the Software Products for any other purpose or in any other manner.

It is an express condition of this Agreement that title to, ownership of, and all rights in patents, copyrights and trade secrets in the Software Products and any copy or part of such Software Products shall not transfer to Distributor and shall remain in Company and/or Company's vendors.

3. Payment. In consideration of such license for limited production rights, Distributor agrees to pay Company the amount of Two Hundred Thousand Dollars (US $------). In the event Company does not receive such payment, this Agreement shall automatically be terminated.

Payments to Company shall be made without deduction for taxes, imposts, customs, levies or other withholding ("Taxation") or shall be grossed-up to provide Company the same amount after such Tax as it would have received without the imposition of such Tax, together with tax receipts or similar evidence of payment by Distributor. Distributor shall also be responsible, at its own expense, for obtaining all necessary export and import permits and certificates.

4. Term. The term of this Agreement shall commence as of the date set forth above and shall end on the earlier of (i) failure of Distributor to assign such limited production rights to the subsidiary by ______________, (ii) termination as set forth in Section 7 of this Agreement, or (iii) expiration or termination of the International Distribution Agreement to be entered into between Distributor's new subsidiary and Company

5. Copies/Translations. Company will provide Distributor with one (1) master copy for each Software Product. Distributor shall ensure that all copies of the Software Products (i) are serialized, (ii) properly contain Company and Company's vendor's copyright and proprietary notices and (iii) are equal in quality and appearance to the Software Product distributed by Company Distributor agrees to maintain complete records (as required by Section 13.2 of the International Distribution Agreement) of all copies of the Software Products and to make these records available to Company on request. Distributor may, at its own expense, translate the Software documentation into Portuguese provided such translation does not materially alter the Software documentation.

6. International Distribution Agreement. For the purposes of defining certain rights and obligations in regards to the limited production rights granted hereunder, the terms and conditions of the International Distribution Agreement referenced in Section 2 above shall apply to this Agreement. Such incorporation shall not in any way be construed as creating a distributor relationship between Distributor and Company

7. Termination. This Agreement shall terminate automatically if Distributor assigns or attempts to assign its rights under this Agreement to any third party except as expressly agreed to in writing by Company Distributor may terminate this Agreement on thirty (30) days prior written notice to Company, however, Distributor shall not be entitled to a refund or credit for any amounts paid if Company has not receive payment as set forth in Section 3 above or if Distributor otherwise breaches this Agreement.

On termination of this Agreement, Distributor shall, at Company's direction, either immediately return or destroy the Software Products master copies and all portions and copies, and if requested by Company, certify in writing that all copies have been so returned or destroyed.

8. Limited Warranty and Remedy. Company agrees to warrant the Software Products master copies in accordance with the warranty provisions set forth in Section 8 of the International Distribution Agreement. Copies of the Software Products made by Distributor shall be excluded from such warranties.

9. Limitation of Liability/Indemnity. The limitation of liability provisions set forth in Section 9 of the International Distribution Agreement shall apply to this Agreement. In addition, COMPANY AGREES TO HOLD Company AND Company'S VENDORS HARMLESS FROM ALL CLAIMS OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM COMPANY'S ACTIVITIES UNDER THIS AGREEMENT.

10. Export Administration/Compliance With Laws. Distributor expressly agrees to comply with Section 13 of the International Distribution Agreement relating to compliance with United States export administration regulations and other applicable laws and regulations.

11. Amendments of this agreement shall be by mutual consent of the parties only in writing.

12. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

13. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

14. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

15. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

16. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

17. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

18. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

19. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

20. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

21. Applicable Law. This Agreement shall be governed by the laws of the State of _____.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at _________ (City), ________ (State).

By:___________________

Title:__________________

By:___________________

Title:__________________

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)