GTMAX PROFESSIONAL END-USER LICENSE AGREEMENT This End-User License Agreement (the "Agreement") is entered into by and between Adica, LLC ("ADICA"), an Illinois limited liability company located at 1314 Kensignton Road, #3122, Oak Brook, Illinois 60523 USA and the entity set forth below ("Licensee") for the purpose of granting Licensee rights to use the Generation and Transmission Maximization Model (GTMax) Version 6.5 software ("Software") created by UChicago Argonne, LLC as operator of Argonne National Laboratory ("ANL"). The Software is designed to operate under the Microsoft Windows XP (and higher) operating system. Licensee is a: low income/non-profit; commercial; or consultant user. Note: See Exhibit A for a list of definitions. License duration: perpetual license. License type: new; or upgrade. Licensee: [name] [contact name] [contact title] [telephone] [mobile] [e-mail address] In consideration of the mutual promises and other valuable consideration set forth herein, the parties agree to the following terms and conditions: 1.0 Licensed Rights 1.1 Use Rights. Subject to the conditions of this Agreement, ADICA hereby grants to Licensee a non-exclusive, non-transferable license to use and copy the Software on up to five (5) personal computer workstations for Licensee's internal purposes only, including use at Licensee's site by Licensee's on-site contractors. This right and license is subject to the following limited license granted by ANL to the U.S. Government: the Government is granted for itself and others acting on its behalf a paidup, non-exclusive, irrevocable worldwide license in the Software to reproduce, prepare derivative works, and publicly perform and display the Software by or on behalf of the U.S. Government.
1.2 Restrictions. Licensee shall not use, reproduce, sublicense, distribute or encumber the Software, except as expressly permitted in this Agreement. Without limiting the generality of the foregoing, as to the Software, Licensee shall not: (a) modify or make any derivative work; (b) sublicense or otherwise authorize any third party to use the Software; (c) disassemble, decompile, reverse engineer or otherwise attempt to discover the Software source code, in whole or in part; (d) use the Software for the benefit of third-parties, as in a service bureau context; or (e) authorize any third party to take any action described in (a) through (d) of this Section 1.2. 1.3 Legal Compliance. Licensee will comply with all laws and regulations applicable to the use of the Software in Licensee's jurisdiction, including U.S. export and re-export control regulations. 2.0 Term and Termination 2.1 Duration. The licensed rights granted herein shall commence upon Licensee's receipt of the Software and shall continue for the full duration of the U.S. copyright in the Software, unless earlier terminated pursuant to Section 2.2 below. 2.2 Termination. ADICA may terminate this Agreement by written notice in the event that Licensee: (a) becomes insolvent, is the subject of a bankruptcy petition, makes an assignment for the benefit of creditors or has a receiver or trustee appointed for it; (b) breaches a material term of the Agreement and fails to cure such breach within 30 days of written notice; provided that there shall be no notice or cure period with respect to any threatened or actual breach of Section 1.2, 1.3 or 2.3. 2.3 Duties on Termination. Upon expiration or termination, all rights granted to Licensee shall immediately cease and Licensee shall, within 14 days of termination, return all copies of the Software and related documents provided by ADICA. 3.0 Licensee Fees and Taxes License fee in the amount of specified in Exhibit A shall be paid in full before ADICA will deliver the Software. Licensee shall pay or reimburse all federal, state, local or other taxes, including but not limited to sales, use, added value, or excise taxes or amounts levied in lieu thereof, based on license fees due under this Agreement. 4.0 Maintenance and Support As the model developers at Argonne National Laboratory release to ADICA software patches that resolve identified bugs in the Software, ADICA will allow the Licensee s identified contact person to download the software patch via Internet. Over a 12 month period from the date of the Licensee s receipt of the Software, ADICA will allow the Licensee s identified contact person to receive up to 10 hours of remote help desk support from GTMax technicians via email, telephone or net meetings. ADICA shall have no additional duty to provide technical support, or to debug, maintain, customize or enhance the Software. However, such services can be provided under separate contract. When new versions of the Software are released, ADICA offers Licensees the option to upgrade to the new version at a discounted rate. 5.0 Disclaimer and Limitation of Liability 5.1 NEITHER ADICA, NOR THE U.S., NOR THE U.S. DEPARTMENT OF ENERGY NOR THE UCHICAGO ARGONNE, LLC NOR ANL NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR NON- INFRINGEMENT NOR ASSUMES ANY LIABILITY FOR THE ACCURACY, COMPLETENESS, OR 2
USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED FOR ANY PURPOSE. 5.2 IN NO EVENT SHALL SAID PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS AN AGREED ALLOCATION OF RISK BETWEEN THEM AND THE LIMITATION OF LIABILITY SPECIFIED IN 5.1. 5.3 Licensee's sole and exclusive remedy with respect to allegations that the Software infringes third party intellectual property rights is a refund of the license fees amount paid to ADICA. 6.0 Indemnification Licensee indemnifies ADICA, the U.S. Government, the UChicago Argonne, LLC, ANL, and their trustees, officers, employees and agents, for all damages, costs, and expenses, including attorneys fees, arising from personal injury or property damage to third parties occurring as a result of use of the Software by Licensee, including but not limited to the making, using, selling or exporting of products, processes or services derived therefrom. This indemnification shall include, but not be limited to, indemnification for any product liability. Licensee's indemnification obligations arising hereunder shall apply irrespective as to whether such damages, costs and expenses arise or are alleged to arise, directly or indirectly, form the participation, whether active or passive, or negligence, whether ordinary or gross, of such parties, their employees, agents or other personnel. 7.0 General 7.1 Separability of Clauses. Any provision of this Agreement which in any way contravenes the law of any state or country in which this Agreement is effective shall, in such state or country, to the extent of such contravention of law, be deemed separable and shall not affect any other provisions hereof or the validity hereof. 7.2 Governing Law. This Agreement shall be construed and governed in accordance with the substantive laws of the State of Illinois giving no effect to the conflict of laws provisions therein. 7.3 Arbitration. The parties agree to make a good faith effort at resolving any disputes arising from or relating to this Agreement or its breach between themselves. Any dispute between the parties not resolved in writing within 3 days of a party requesting such resolution under this Section shall be finally decided by binding arbitration conducted by a three person panel in Chicago, Illinois applying the law of the State of Illinois (including reception, rejection and consideration of evidence) and pursuant to the American Arbitration Association Rules for Commercial Arbitration unless contradicted by this Section; provided that nothing herein shall be deemed to prohibit ADICA from seeking immediate injunctive relief to prevent or restrain an actual or threatened breach by Licensee of Sections 1.2, 1.3 or 2.3 above. All arbitrators and advocates before the tribunal shall be members of the bar licensed to practice law, except that the individual parties may represent themselves pro se. No arbitrator may be interested in the controversy or have any relationship to a party. If a party to this Agreement is or becomes a party to a litigated dispute involving issues of fact or law common to that of the dispute under this Agreement, a court may (a) terminate any arbitration or right to arbitrate hereunder, (b) stay arbitration until results of a court proceeding or other arbitration are received, or (c) consolidate arbitrations where another exists and the agreement in the other matter permits it. The parties shall have the same right to discovery as in court proceedings and the failure or refusal of arbitrators to permit or authorize discovery shall void this arbitration provision. The arbitrators must submit detailed findings of fact, conclusions of law and reasons for their decision. Failure to do so voids the arbitration and this provision, bars the arbitrators from seeking additional compensation and 3
imposes liability on them to return compensation already paid. In the absence of an unsolicited agreement of the parties, the arbitrators shall (a) conclude hearings and evidence submissions within 30 days of their appointment and (b) render their decision within 3 days of the conclusion of hearings and evidence submissions. Failure to do so voids the arbitration and this provision, bars the arbitrators from seeking additional compensation and imposes liability on them to return compensation already paid. 7.4 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all previous proposals, oral and written. This Agreement may be modified only by a writing signed by duly authorized representatives of each party. 7.5 No Waiver. No waiver by either party of any breach hereof shall constitute a waiver unless made in writing signed by the party. The English language version of this Agreement, regardless of whether a translation is or will be made, shall be the only authentic one. 7.6 Assignment. This Agreement is not assignable by Licensee without the prior written consent of ADICA. This Agreement may be assigned by ADICA to ANL, its successor or designee, in the event that ADICA is no longer a distributor of the Software. Licensee shall be notified of any such change in ADICA's status as Software distributor and resulting assignment of this Agreement to ANL as licensor. 7.7 Additional Software. Included with GTMax Professional is a parallel right to use a runtime version of Extended LINGO, a software program published by LINDO Systems, Inc., which increases the performance and efficiency of the Software. Licensee s rights to use Extended LINGO run concurrently with the Software and are granted directly from its publisher and not sublicensed by ADICA. IN WITNESS WHEREOF, the parties have executed this Agreement through their respective authorized representatives and it shall be effective as of, 2015 ("Effective Date"). Adica, LLC, Licensee, By: By: Name: Bruce P. Hamilton Name: Title: President and CEO Title: Date: Date: 4
Exhibit A Definitions for Categories of Licensees and Applicable Fees 1. Definitions. The following definitions apply: (a) Low Income and Non-Profit User is any non-profit entity participating in the electric power industry, including but not limited to: U.S. and foreign non-profit research institutes; U.S. local, State and Federal government agencies, and commercial entities in low and middle income countries. (b) Commercial User is any commercial or non-u.s. governmental entity participating in the electric power industry, including but not limited to electric utilities, power generation companies, independent power producers, and transmission companies. (c) Consultant User is any commercial entity using Licensed Program in its provision of modeling and consulting services to Commercial, Low Income and Non-Profit, and State Government Users. 2. License Fee. The following table lists the fee for a 5-user perpetual GTMax license for each category of user: User Type License Fee (U.S. dollars) Low Income and Non-Profit User 15,000.-- Commercial User 25,000.-- Consultant User 50,000.-- 3. Contact Information: For additional information contact: Bruce Hamilton 1314 Kensingtion Road, #3122 Oak Brook, Illinois 60523 USA Tel. +1 (630) 853-5170 Email: bhamilton@adica.com Website: www.adica.com 5