This SOFTWARE SUBSCRIPTION AGREEMENT (the “Agreement”) made at Houston, Texas, effective as  of ____________________              (herein  called  the  “Effective  Date”),  by  and  between  AsInt, Inc.,    (an    Texas    corporation),    with    its    principal    place    of    business    at ______________________________, which with its successors and  assigns  is  herein  called  “AsInt  Inc”),  and the software subscriber (defined in Schedule A attached hereto), which with its successors and assigns is herein called “Subscriber” Is to EVIDENCE THAT:

WHEREAS, AsInt, Inc. and Subscriber wish to enter into a software subscription agreement that sets forth the terms and conditions of the Subscriber’s license to use the software identified in Schedule A; and

WHEREAS, AsInt, Inc. and Subscriber wish to reduce the terms of their agreement in writing and to enter into this Agreement, which  defines  the  respective  rights  and  duties  as  to  all  services to be provided by AsInt, Inc.

NOW, THEREFORE, in consideration of the foregoing statements (which statements are deemed incorporated into this Agreement as if fully rewritten herein), the mutual promises and covenants made in this Agreement and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:

1.     DEFINITIONS

1.1.   Software: “Software” shall mean a run time version of the computer software product(s) identified in Schedule A hereto, including related documentation made available by AsInt, Inc. to Subscriber.

1.2.   Subscription Fee: “Subscription Fee” shall mean the amount payable by Subscriber for use of the software as indicated in Schedule A hereto.

1.3.   Initial Term: Unless otherwise indicated in Schedule A hereto, “Initial Term” shall mean the first twelve–month period of the subscription, commencing upon acceptance of the Agreement by AsInt, Inc.

1.4.   Renewal Term: Unless otherwise indicated in Schedule A hereto, “Renewal Term” shall mean the twelve–month period after the Initial Term or subsequent Renewal Terms.

1.5.   Improvements: “Improvements” shall mean all code corrections, modifications, refinements,  and enhancements that AsInt, Inc., at its sole discretion, elects to incorporate into and make a  part of the Software and not price or market separately.

1.6.   Equipment: “Equipment” shall mean a physical equipment as created in the SAP Intelligent Asset Management Suite.

1.7.   Authorized Users: “Authorized Users” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Subscriber. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of Subscriber. Authorized Users shall include employees of Subscriber with a bona fide need to use the Software for Subscriber’s internal business purposes who agree to be bound by the terms and conditions of this Agreement.

1.8.   Schedule: “Schedule” shall mean the form attached and incorporated into this Agreement identifying the software products available and other information relating to the licensure

1.     SUBSCRIPTION

1.1.   AsInt, Inc. hereby grants to Subscriber and Subscriber hereby accepts a non–transferable, non– exclusive right to use the Software solely for Subscriber‘s internal  business  purposes  and  strictly in accordance with the terms of this Agreement. Authorized Users may only use the Software.

2.              DELIVERY

2.1.   Upon  receipt  and  acceptance   by   AsInt   Inc   of   a   duly   executed   copy   of   this   Agreement and the Subscription Fee indicated in Schedule A (or, at AsInt, Inc. discretion, a purchase order from Subscriber expressly referencing  this  Agreement),  AsInt  Inc  will  make  the Software available to Subscriber.

3.              INSTALLATION AND SECURITY

3.1.   Usage: The Software may be accessed and used on as many computers at the or users necessary by Subscriber.  The only limitation is based on the “equipment” count defined in Schedule A.

3.2.   Installation Support: Installation support may be provided by telephone, by email, through the Internet or by mail, at AsInt, Inc. sole discretion. Subscriber shall provide the assistance of a qualified systems administrator in connection with the installation and checkout  of  the  Software  as  necessary.  The AsInt and SAP software is cloud based and managed within the SAP Cloud Cockpit.  If installation and configuration is required, AsInt will more than likely need access to the Subscribers SAP Cloud Cockpit.

3.3.   Security: AsInt, Inc. reserves the right to include license manager software or other security mechanisms within the Software. These security mechanisms may limit the number of equipment if it exceeds the licensed quantity by the Subscriber.

4.              SOFTWARE MAINTENANCE AND SUPPORT

4.1.   Maintenance: During the term of this Agreement AsInt, Inc. may, from time to time, provide Subscriber with Improvements. The Improvements are cloud based and will be received automatically by the Subscriber.

4.2.   Technical Support: During the Term of this Agreement, AsInt, Inc. shall provide Subscriber with technical support in the form of counsel and advice on the use of the Software. Technical  support will be available during normal business hours of the supporting AsInt, Inc. office and in accordance  with  the   number   of   hours   listed   on   Schedule   A.   Additional   support   may be purchased at AsInt, Inc. applicable software support rates. A Purchase Order may be required for this additional support.

4.3.   Modifications: AsInt, Inc. will not provide support for Software modified by any party other than AsInt, Inc. Subscriber agrees to pay AsInt, Inc. at its standard consulting rates for maintenance or support services in connection with (a) unauthorized modifications or extensions to the Software, (b) Subscriber's failure to implement Improvements as described in Section 5.1, or (c) failure or error of Subscriber's CPU.

5.              SUBSCRIPTION TERM

5.1.   Term: This Agreement shall commence at the outset of the Initial Term and, unless earlier terminated, remain in effect through the Initial Term and thereafter, subject to Subscriber’s payment of Subscription Fees, be automatically extended for successive Renewal Terms unless (a) earlier terminated in accordance with Section 7.1 or 11.1, or (b) either party provides written notice of intent to terminate at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

6.              FEES AND PAYMENTS

6.1.   Fees:  Subscriber shall pay AsInt Inc the Subscription Fees set forth in Schedule A hereto for the Initial Term and thereafter for each Renewal Term.  Subscription Fees are due and payable within thirty (30) days following commencement of the Initial Term and each successive Renewal Term or receipt of applicable invoice(s), whichever occurs first.  Notwithstanding any attempt to terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term, the Subscriber remains responsible for all Subscription Fees for the relevant  period.  AsInt Inc reserves the right to increase annual Subscription Fees after the first Renewal Term, not to exceed 5% each year.  Subscriber’s failure to timely pay Subscription Fees shall entitle AsInt Inc to terminate this Agreement immediately.

6.2.   Exclusions:  The following are not included in the Subscription Fee and shall be paid separately by the Subscriber, if applicable:  (a) sales, use, excise, or similar taxes; (b) import or export duties; (c) shipping and handling charges; (d) other costs not incidental to this Agreement.

7.              OWNERSHIP, PROPRIETARY RIGHTS, RESTRICTION ON USE

7.1.   Ownership of Software:  Subscriber acknowledges that the Software and all proprietary rights therein are owned by AsInt Inc or its licensor(s).  Subscriber shall not remove from the Software any identification or notices of proprietary rights or restrictions, including any copyright or trademark notices.  The techniques, algorithms, and processes contained in the Software constitute valuable trade secrets and/or proprietary information of AsInt Inc or its licensor(s) which Subscriber agrees to hold in strict confidence and protect against disclosure with at least the same degree of care as Subscriber employs in protecting its own confidential or proprietary information or trade secrets.

7.2.   Restrictions on Use of the Software:  The Software may be used only as expressly authorized in this Agreement.  Subscriber may use a copy of the Software for Production, Development, and Testing environments, but may not otherwise copy, modify, decompile, or reverse engineer or create derivatives of the Software, bundle the Software with other hardware or software or attempt to do any of the foregoing.  Subscriber may not sell, sublicense, market, lease, distribute or in any way convey to or make the Software available (e.g. through time–sharing or a service bureau) for  the benefit of any third party without AsInt Inc prior written consent.

8.              WARRANTIES, INDEMNITIES

8.1.   Warranties: AsInt, Inc. represents and warrants that AsInt, Inc. or its licensor(s) own(s) the Software, that it has the right to permit Subscriber to use the Software as set forth herein and that, to the best of its knowledge and belief, the Software does not violate any U.S. patent, copyright, or trade secret of any third party (“IP Warranty”). AsInt Inc further represents and warrants that, at the time of delivery, the Software will materially conform to AsInt Inc published specifications, as they may be updated from time to time; provided that, AsInt Inc does not warrant that use of the Software will be uninterrupted or that the results obtained from such use will be error–free.  In the event Subscriber provides written notice of any material non–conformity between the Software and AsInt Inc published specifications promptly after obtaining access to the Software, AsInt Inc will employ commercially reasonable effort to correct such non-conformity, which represents Subscriber’s sole remedy for breach of the foregoing warranty. Subscriber acknowledges that its use of and reliance on the Software is undertaken at Subscriber’s own risk. The foregoing warranty is the sole warranty of AsInt Inc to Subscriber and is in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8.2.   Indemnities: AsInt Inc agrees to indemnify and hold Subscriber harmless from and against any loss, damage or liability (including reasonable attorneys’ fees and cost of defense)  based upon a claim that the Software infringes a U.S. patent, copyright or trade secret, which, if proven, would constitute a breach of AsInt Inc IP Warranty (“IP Claim”), provided that: (a) Subscriber promptly notifies AsInt Inc in writing of any such IP Claim; (b) Subscriber provides AsInt Inc with all information and assistance necessary to defend or settle such claim; and (c) Subscriber acknowledges that AsInt Inc exercises sole control of the defense and all related settlement negotiations.  In the event such an IP Claim is asserted, or in AsInt Inc opinion is likely to be asserted, Subscriber agrees that AsInt Inc, at its sole discretion, may repair or replace the Software so that it becomes non–infringing, procure for Subscriber the right to continue to use the Software, or terminate this Subscription and refund to Subscriber a pro rata portion of the Subscription Fees based upon the remainder of the Initial or Renewal Term then in effect. The foregoing constitutes the entire obligation of AsInt Inc and sole remedy of Subscriber with respect to such a claim.

Subscriber agrees to indemnify and hold AsInt Inc harmless from and against any loss, damage, or liability (including reasonable attorneys’ fees and cost of defense)  based upon any claim (other than an IP Claim) arising from Subscriber's use of the Software or based upon Subscriber, negligent, reckless, or willful acts or omissions.

9.     DAMAGES, LIMITATI’s OF LIABILITY

9.1.     Consequential Damages: In no event will either party be liable for lost data or lost profits, or incidental, special, exemplary, punitive, indirect, or any consequential damages whatsoever, even if such party knows or has been advised of the possibility of such damages, or for any damages caused by the other party’s failure to perform its responsibilities under this agreement.

9.2.     Limitation of Liability:  Notwithstanding anything contained herein to the contrary, AsInt Inc entire liability in connection with this Agreement and the subject matter hereof, whether in contract or tort or under other theory, shall, under no circumstances, exceed Subscription Fees paid by Subscriber during the twelve months preceding assertion of such claim against AsInt Inc, except as set forth in 9.2 above.  AsInt Inc shall have no liability whatsoever to Subscriber if this Agreement has terminated.

10.    TERMINATION

10.1.     Breach: If Subscriber fails to pay any amount due hereunder, or if either party materially breaches this Agreement and such breach is not cured within twenty (20) business days after receiving written notice thereof, the non–breaching party may, at its option, terminate this Agreement, and the breaching party (Subscriber, in the case of failure to pay) shall be liable for all costs and expenses, including attorney's fees, incurred by the non–breaching party in enforcing its rights hereunder.

10.2.     Post–Termination: If this Agreement is terminated for any reason, the rights granted herein shall terminate immediately. Within fourteen (14) days after termination, Subscriber shall destroy, or at   AsInt  Inc   request   return   to   AsInt   Inc,   all   Software    and    all    related documentation  and  materials  provided  by  AsInt  Inc and  shall  provide   AsInt  Inc with a certificate of such destruction/return signed by an officer or other authorized representative of Subscriber. The provisions set forth in Sections 8.0, 9.0, 10.0, 11.0 and 12.0 shall survive the termination of this Agreement.

11.     MISCELLANEOUS

11.1.     Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and no amendment or modification hereof shall be valid unless in writing and executed by both parties. The terms and conditions of this Agreement shall prevail over any terms or conditions contained in any purchase order, notwithstanding any language therein to the contrary.

11.2.     Assignment: This Agreement may not be assigned or transferred, nor the rights granted herein conveyed by Subscriber, without the express written consent of AsInt, Inc.

11.3.     Waiver. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the party purportedly granting same. No waiver or excuse of a breach, whether express or implied, shall constitute consent to, waiver of, or excuse for any other or subsequent breach.

11.4.     Governing Law: This Agreement shall be governed by the laws of the State of Texas, not including the United Nations Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction of any dispute regarding the subject matter of this Agreement shall rest in the state or federal courts sitting in Harris County, Texas, and each party hereto hereby consents to the personal jurisdiction of such courts and waives any objection based on venue therein. The parties hereby waive the application of the United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

11.5.     Notices: Any notices required under this Agreement shall be given by first class mail, postage prepaid (with return receipt requested) at the addresses for Subscriber and AsInt, Inc., respectively, set forth above. Export Control. Subscriber shall comply with all applicable laws and regulations related to the export or re-export of goods, technology, technical data, and services, including, without limitation, (i) all statutory and regulatory requirements under the Export Administration Regulations and associated executive orders which regulate the export or re-export of goods, technology, technical data, and services of United States origin, including software and technology, to unauthorized persons or destinations, (ii) the anti-boycott regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, and (iii) the equivalent laws in any jurisdiction in which Subscriber operates. Subscriber will not disclose or re-export any good, technology, or technical data received under this Agreement to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Subscriber has obtained a license or other authorization from the relevant government agency. If requested, Subscriber shall provide the Export Control Classification Number (ECCN) and/or applicable license or other authorization required for the export or re-export any good, technology or technical data provided pursuant to the performance of this Agreement.

11.6.     Severability. The division of this Agreement in sections and the use of headings are for convenience only and shall not define or limit the meaning of any of the terms hereof. If any part of this Agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portions shall not be affected hereby.