PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE ACCOMPANYING THIS AGREEMENT. BY DOWNLOADING, OPENING, INSTALLING, OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS HEREOF.

The parties contemplate that Innotec System will disclose Confidential Information (as defined below) to Licensee, and they have entered into this Agreement to define the rights and duties of the parties concerning such disclosure.

1. Definition of Confidential Information
As used in this Agreement, "Confidential Information" shall mean:
Innotec System's computer software program(s), including object code and/or source code, functionality, concept, processes, internal structure, design, external elements, user interface, technology, documentation, and information relating to markets, costs, prices and all other aspects of business operations concerning such software.
All other information that relates to Disclosing Party's Software, designs, operations, plans, opportunities, finances, research, technology, developments, know-how, personnel, or any third party confidential information disclosed to Licensee; and
The terms and conditions of this Confidentiality Agreement, and the existence and content of the discussions between Licensee and Innotec System.
"Confidential Information" shall not include information already lawfully in possession of the receiving party, (b) disclosed in public published materials, (c) lawfully obtained from any third party.

2. Use of Software and Software License.
Innotec System grants to Licensee a personal non-sublicenseable, nonexclusive license to use the Software in accordance with the documentation supplied by Innotec System solely for Licensee's internal testing purposes during the term of this Agreement. Licensee agrees to use the Software only in the ordinary course of testing, and Licensee will not reproduce or modify the Software or any portion thereof, without the prior written consent of Innotec System. Licensee shall not rent, sell, lease, or otherwise transfer the Software or any portion thereof or use it for the benefit of a third party without the prior written consent of Innotec System. Licensee shall not reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information.

3. Nondisclosure and Nonuse of Confidential Information
Licensee acknowledges that Confidential Information is proprietary and trade secret information of Innotec System.
Licensee shall not disclose Confidential Information to anyone other than its employees who legitimately need access to it. Licensee shall notify each of its employees who are given access to Confidential Information that they have an obligation not to disclose Confidential Information and shall take such steps as are reasonably necessary to insure compliance with this obligation.
Licensee shall not disclose Confidential Information to any consultant or independent contractor, or any other unauthorized person.
Licensee shall safeguard Confidential Information with reasonable security. This means at least due care equivalent to that which it uses to safeguard its own proprietary information. Licensee shall store Confidential Information in a safe and secure location.
Licensee may not remove copyright, trademark, trade secret, confidentiality, and patent notices from Confidential Information.
Licensee agrees to receive and use Confidential Information solely for evaluation purposes related to its discussions with Innotec System. Licensee may not use Confidential Information for any other purpose, and in particular, may not use it for the purpose of developing software based on concepts, functions, or operations like those disclosed in Confidential Information.
Licensee may make copies of Confidential Information only as is necessary for its evaluation process. Licensee shall duplicate on any copy of Confidential Information all copyright, trademarks, trade secret, confidentiality, and patent notices found on Confidential Information.
Licensee agrees not to use Confidential Information for its own or any third party's benefit at any time.

4. No Rights in Confidential Information
Nothing herein grants the Licensee any right in Confidential Information. Title to and ownership of the Software and all copies thereof shall be and at all times remain in Innotec System.

5. No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND.

6. Return of Confidential Information
Within ten (10) business days of receipt of Innotec System's written request or when negotiations between Innotec System and Licensee cease (whichever is earlier), Licensee shall return to Innotec System all documents containing Confidential Information. All copies of Confidential Information made by Licensee shall be turned over to Innotec System or destroyed. For purposes of this section, the term "documents" includes any medium, including paper, disks, tape, CD-ROM and any other means of recording information.

7. Equitable Relief
The parties recognize that money damages is not an adequate remedy for any breach or threatened breach of any obligation hereunder by Licensee involving intellectual property, Confidential Information or use of the Program beyond the scope of the license granted by this Agreement. The parties therefore agree that in addition to any other remedies available hereunder, by law or otherwise, Innotec System shall be entitled to an injunction against any such continued breach by Licensee of such obligations.

8. Disclaimer of Damages
Regardless of whether any remedy set forth herein fails of its essential purpose, in no event will Innotec System be liable to you for any special, consequential, indirect or similar damages, including any loss of profits or lost data arising out of the use or inability to use the software even if Innotec System has been advised of the possibility of such damages
In no case shall Innotec System's liability exceed the purchase price for the Software. The disclaimers set forth above will apply regardless of whether you accept the Software

9. General Provisions
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any prior oral or written promises or agreements. There are no promises; covenants or undertakings other than those expressly set forth in this Agreement.
The Licensee may not assign this Agreement and its obligations under this agreement may not be delegated.
This Agreement is binding on the successors and assigns of the Licensee and inures to the benefit of the Innotec System's successors and assigns.
This Agreement may be amended only by writing signed by both parties.
This Agreement will be governed by the substantive laws of Spain

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