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DocuSign Envelope lD: 3377D494-96864948-8513-80850958A234 Documentation, Website or Services will become the property of Karpel Solutions and Client hereby assigns all such rights to Karpel Solutions without charge. CLIENT OWNERSHIP: Client retains all rights, title, and interest in and to the Client Content. Client hereby grants to Karpel Solutions and Karpel Solutions hereby accepts a non-exclusive, non-transferable, worldwide, fully paid license to use, copy, and modify the Client Content solely to the extent necessary and for the sole purposes of providing access to the Software, Documentation, Website, and Services or otherwise complying with its obligations under this Agreement. 8. LICENSE TERMS AND USE The software, PbK, is a proprietary product of Karpel Solutions. lt is licensed (not sold) and is licensed to Client for its use only by the terms set forth below. t. ln consideration of payment of a sublicense fee, Karpel Solutions hereby grants Client a non- exclusive and non-transferable sublicense to use any associated manuals and/or documentation furnished. 2. Client cannot distribute, rent, sublicense, or lease the software. A separate license of PbK is required for each user or employee. Each license of PbK may not be shared by more than one full time employee or user (defined as working 20 hours or more per week), nor more than two (2) part-time employees or users (defined as working less than 20 hours per week each and working no more than 40 hours per week together). The Client agrees that Karpel Solutions will suffer damages from the Client's breach ofthis term and further agrees that as such Karpel Solutions shallbe entitled to the cost of the license, installation and training costs associated for each violation, including Karpel Solutions' reasonable attorneys'fees and costs. 3. License does not transfer any rights to software source codes, unless Karpel Solutions ceases to do business without transferring its duties under this agreement to another qualified software business. Karpel Solutions will, at client's expense, enter into escrow agreement for the storage of the source codes. 4. PbK and its documentation are protected by copyright and trade secret laws. Client may not use, copy, modify, ortransferthe software or its documentation, in whole or in part, except as expressly provided for herein. Karpel Solutions retains all rights in any copy, derivative or modification to the software or its documentation no matter by whom made. PbK is licensed for a single installation of one full time employee. A separate license is required for each installation of PbK. Client shall not provide or disclose or otherwise make available PbK or any portion thereof in any form to any third party. Client agrees that unauthorized copying and distribution willcausegreat damage to Karpelsolutions and this damage is far greaterthan the value of the copies involved. 5. PbK was developed exclusively at private expense and is Karpel Solutions'trade secret. For all purposes of the Freedom of lnformation Act or any other similar statutory right of "open" or public records the Software shall be considered exempt from disclosure. PbK is "commercial computer software" subject to limited utilization "Restricted Rights." PbK, including all copies, is and shall remain proprietary to Karpel Solutions or its licensors. Page 13 of 3L