SOFTWARE END USER AGREEMENT

BETWEEN

The Medical Research Council of Francie van Zijl Drive Parowvallei Cape Town
7505 Republic of South Africa (“the MRC”)

AND

Network Multi-User License (“the Licensee”)

RECITALS

1. The MRC is the owner of or has acquired rights to the Software and
Documentation.

2. The MRC wishes to grant to the Licensee and the Licensee desires to obtain
from the MRC a non-exclusive non-transferable paid up license to use the
Software and Documentation solely under the terms and conditions contained
herein.

NOW THEREFORE THE PARTIES AGREE TO THE FOLLOWING:

1. DEFINITIONS

1.1 “Software” shall mean the software product FoodFinder 3 in

computer readable object code form together with any subsequent error
corrections or updates supplied to the Licensee pursuant to this Agreement.

1.2 “Documentation” shall mean all manuals, user documentation and

other related materials pertaining to the Software which are furnished to the
Licensee by the MRC.
 1.3 “License Fee” shall mean the amount of R ……………… (including
14% VAT).

2. GRANT OF LICENSE

2.1 The MRC subject to the terms and conditions of this Agreement
grants Licensee and Licensee accepts a non-exclusive non-transferable paid
up license to use the Software under the following conditions:

2.1.1 That the Software is only in use on one computer at any time and only
in use within the premises of the Licensee. The Software is in use on one
computer when it is loaded into the temporary memory or installed into the
permanent memory of that computer. The Software is not in use on one
computer if it is installed on a network server for the sole purpose of
distribution to other computers.

Alternative for more than one end user

2.1.2 [That the Software is only in use on the licensed number of computers
at any one time and only in use within the Licensee’s institution. The
Software shall be installed on a local area network server within the
Licensee’s institution and shall only be distributed via that server to other
computers within the institution].

2.1.3 That this Agreement and license hereunder may not be assigned sub-
licensed or otherwise transferred by the Licensee without the prior written
consent of the MRC.

2.1.4 That no copies of the Software are made except that one (1) copy of
the Software may be made for Licensee’s archival or backup purposes.
Licensee also agrees to reproduce all copyright and other proprietary notice
on all copies of the Software in the same form and manner that such
copyright and proprietary notices are originally included on the Software.

2.1.5 That any copyright trademark confidentiality or other proprietary

notice mark or legend appearing on any of the Software or output generated
by the Software are not removed obliterated or cancelled from view.
 2.1.6 That the Software or any portion thereof is not modified reverse
engineered disassembled or decompiled by Licensee or third party on behalf
of Licensee.

3. COPYRIGHT AND OWNERSHIP

3.1 The Licensee acknowledges that the Software and Documentation are
protected by copyright laws and international treaties and as such agrees to
treat the Software and Documentation like any other copyrighted material.

3.2 The Licensee acknowledges that all copies of the Software in any
form provided by the MRC or made by the MRC are the sole property of the
MRC. The Licensee shall not have any right title or interest to any of the
Software or copies thereof except as provided for in this Agreement and shall
further secure and protect all Software and Documentation consistent with the
maintenance of the MRC’s proprietary rights therein.

4. LICENSE FEE

4.1 In consideration for the license rights granted hereunder the Licensee
shall pay the MRC the applicable License Fee for the Software and
Documentation which is R ……………… + R ……………… (14% VAT)
( ………….. Multi-users).

4.2 All amounts payable for the license shall be paid in South African
currency without deduction of VAT and shall be paid within Thirty (30) days
of invoice from the MRC.

5. WARRANTY AND SUPERIOR RIGHTS

5.1 The MRC represents that to the best of its knowledge that the
Software or the use thereof does not infringe any third party rights and that it
 is the owner of the entire right title and interest in and to the Software. The
MRC further represents that to the best of its knowledge that it has not
granted license(s) under the Software to any third party that would restrict
rights granted under this Agreement. The MRC shall however have no
responsibility whatsoever for any claims of infringements (patents copyright
or other IP rights) which effect the Licensee’s use of the Software.

5.2 The MRC represents and warrants to the Licensee that the Software
shall when properly installed perform substantially as described in the MRC’s
current Documentation for the Software for a period of sixty (60) days from
the date the Licensee receives the Software.

5.3 Notwithstanding the above the MRC’s obligations with respect to the
warranty given shall be contingent upon the Licensee’s use of the Software in
accordance with this Agreement and in accordance with MRC’s instructions
as given in the Documentation provided by the MRC as may be amended or
modified by the MRC from time to time. The MRC shall have no warranty
obligations with respect to any failures of the Software which are the result of
accident abuse misapplication extreme power surge or extreme
electromagnetic field.

5.4 The MRC’s entire liability and the Licensee’s exclusive remedy shall
be at the MRC’s option either return of the license fee or repair/replacement
of the Software upon its return to the MRC provided the MRC receives
written notice of a breach of warranty from the Licensee during the warranty
period.

6. DISCLAIMER

6.1 The MRC does not represent or warrant that there are no errors or
omissions in the Software and/or Documentation or represent or warrant that
it shall correct such errors or omissions. The Warranty given in sub-clause 5.2
above is the sole and exclusive warranty offered by the MRC. There are no
other warranties with respect to the Software and Documentation either
express or implied including but not limited to any warranty of
merchantability fitness for a particular purpose or non-infringement. No agent
of the MRC is authorised to alter or exceed the warranty obligation of the
MRC given herein.
7. LIABILITY

7.1 The nutritional information contained in Software should not be relied

upon in making health decisions. These decisions should only be made by a
qualified dietitian or medical practitioner. All risks arising out of the use of
the Software for the purpose of making health decisions shall remain entirely
with the Licensee.

7.2 The MRC shall under no circumstances be liable for special indirect
direct or consequential damages or loss of profits interruption of business
including but not limited to those resulting from defects in the Software or
Documentation or loss or inaccuracy of data of any kind. The maximum
liability of the MRC to the Licensee arising out of the use of the Software
and/or Documentation shall in no case exceed the License Fee.

8. TERM AND TERMINATION.

8.1 This Agreement shall commence on the date of signature herein and
shall continue in effect unless terminated in accordance with the provisions of
this clause.

8.2 The Agreement may be immediately terminable by the MRC if any of

the following events of default occur:

8.2.1 If the Licensee materially fails to comply with this Agreement or any
provision hereof.

8.2.2 If the Licensee attempts to make assignment of the license granted

hereunder.

8.2.3 If the Licensee becomes insolvent or admits in writing its inability to

pay its debts or makes an assignment for the benefit of its creditors.

8.2.4 If the Licensee files a petition under any bankruptcy act or

receivership statute or any third party files such a petition or makes such
 application for a receiver and such petition or application is not resolved
favourably within ninety (90) days.

9. CONSEQUENCE OF TERMINATION

9.1 Within seven (7) days after termination of this Agreement the
Licensee shall cease and desist all use of the Software and Documentation and
shall at the MRC’s request either destroy or return to the MRC all copies of
the Software and Documentation in the Licensee’s possession or under its
control.

10. GENERAL

10.1 No alteration, cancellation, variation or addition to this Agreement

shall be of any force or effect unless reduced to writing as an addendum to
this Agreement and signed by the Parties or their duly authorised signatories.

10.2 This document contains the entire agreement between the Parties, and
neither Party shall be bound by any undertaking, representation or warranty
not recorded herein or added hereto as provided herein.

10.3 None of the provisions of this Agreement shall be considered waived

by either Party unless such waiver is given in writing to the other Party. The
failure of a Party to insist upon strict performance of any of the terms and
conditions hereof, or failure or delay to exercise any rights provided herein or
by law shall not be deemed a waiver of any rights of either Party.

10.4 The headings appearing in this Agreement have been used for
reference purposes only and shall not affect the interpretation of this
Agreement.

10.5 If any clause or term of this Agreement should be invalid,

unenforceable or illegal, then the remaining terms and conditions of this
Agreement shall be deemed severable therefrom and shall continue in full
force and effect.
 10.6 This Agreement shall only become effective and legally binding on
the Parties once it has been signed by the Parties.

10.7 No partnership is deemed to be constituted between the Parties by

reason of this Agreement.

10.8 Neither this Agreement nor any rights or obligations of any Party
hereunder shall be assigned or otherwise transferred by either Party without
the prior written consent of the other Party.

11.GOVERNING LAW

11.1 This Agreement is governed by the laws of the Republic of South

Africa and shall in all respects be interpreted in terms of such laws. Any
dispute or legal action originating from this Agreement shall be adjudicated
upon by a South African court having jurisdiction in terms of South African
law.

Signed at_____________ on this ______ day of ___________ 20__

_______________
For MRC

Signed at____________ on this _______ day of ____________ 20__

________________
For Licensee