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SOFTWARE DISTRIBUTION AGREEMENT

This Software Distribution Agreement ("Agreement") is made between iambic, Inc. ("Software Owner") and "Publisher" (each, a "Party"; together, the "Parties").

Grant and Reservation of Rights. License to Use & Distribute.

Software Owner grants Publisher and Publisher`s authorized sales agents ("Channel Partners") the non-exclusive right and license to use, distribute, copy (in connection with electronic distribution only), market and license in any media throughout the world (including CDs, scratch cards, gift cards, CompactFlash cards, SD cards, MultiMedia cards, the world wide web, on-device clients, and other commercially acceptable means) the computer programs and user manuals (collectively, "Software"), now or later owned by Software Owner.

Trademark License.

Software Owner grants Publisher a nonexclusive, worldwide, royalty-free right and license to use its trademarks, trade names, service marks, logos or other identifying or distinctive marks (collectively, "Marks"), provided that Publisher will comply with
Software Owner`s trademark usage guidelines. Publisher shall not modify the Marks unless authorized by Software Owner.
Distribution.

Publisher, at its sole discretion and at any time, may refuse to distribute any piece of Software from Software Owner that it deems inappropriate for any reason. In addition, Publisher, at its sole discretion and at any time, reserves the right to choose which channel(s), as described in Exhibit B ("Channels"), if any, to distribute the Software.

Demonstration License.

Software Owner grants Publisher a royalty-free nonexclusive right and license to use, publicly display, publicly perform, and duplicate the Software either directly by Publisher`s employees or through Publisher`s Channel Partners solely for the purpose of marketing or demonstrating the Software to prospective customers. Such marketing or demonstration efforts may include demonstrating the Software online via an Intern