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SSI PROGRAM LICENSE AGREEMENT IMPORTANT - Please Read Carefully: THIS AGREEMENT made and entered into by and between STEEL SOLUTIONS, INC., P.O. Box 321425, Jackson, Mississippi 39232 (hereinafter SSI) as LICENSOR and by you (either an individual, company or a single entity) as LICENSEE, to wit: General: Thank you for doing business with us. We are committed to providing you with the highest quality Products and Services. If, at any time, you have any questions or are not completely satisfied, please let us know. This Steel Solutions Incorporated (SSI) Program License Agreement (called the "Agreement") covers the licensing of Programs to you. This Agreement is the complete agreement and replaces any prior oral or written communications between us. A Program becomes subject to this Agreement when the software has been installed. By installing this Software, each of us agrees to the terms of this Agreement. Definitions: Date of Installation for a program is the first business day after the day it was delivered to your premises on a machine-readable medium available for loading or use. Date of Acceptance for a Program is the day after the Date of Installation, or is the date the Program is placed in productive use, whichever date occurs first. Designated Machine is the Machine on which you intend to use a Program for processing. Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by 50 percent or more. License Period is the term of license specified in months or years, and begins on the Date of Installation. Licensed Program Materials are those provided to you under the terms of a Program Maintenance Agreement or a Project Services Agreement that are modifications, changes, additions, or updates made to the Program which you have previously licensed from us under this Agreement. You may request in writing, and SSI will consider, without invalidating this Agreement, changes in the Program within the general scope of this Agreement consisting of additions, deletions, or other revisions, the contract sum and installation schedule will be adjusted accordingly. We or third parties have all right, title, and interest (including ownership of copyright) in these Materials, and, once delivered, such Materials shall become an integral part of the Program so licensed and will become subject to the terms and conditions of this Agreement. Machine is a machine and its elements such as features, conversions, upgrades, or accessories, or any combination of these elements. Program is a software product provided to you under a license as described in this Agreement and is the following, including features and any whole or partial copies: (1) machine-readable instructions known as object code; (2) a collection of machine-readable data such as a database; and (3) related materials, including documentation, listings, any source code provided, in whatever form. Program Service is the provision of warranty-type service for Programs and includes, for example, problem determination and defect correction through the distribution of Program fixes. Additionally, during the warranty period, Program Service will also include other service components of Program Maintenance Service. Program Maintenance Service is described in a Program Maintenance Agreement and is the provision of ongoing support service for Programs after their warranty period has expired. It may include, for example, Program Service, any Program releases, and telephone hotline support. Services are the use of resources or assistance we provide to you. Services primarily describe the use of human resources. Specifications are documents, brochures, and other publications published by us that provide information specific to a Program. Specified Operating Environment is the Machines and Programs (generally control programs or operating systems) with which a Program is designed to operate. Grant of License: When we sign this Agreement, we grant you a license for the Program. Programs are copyrighted and licensed for a specified License Period (not sold). We do not transfer title to, nor any intellectual property right ownership rights in, Programs to you. Under each license we authorize you to: (1) use the Program's machine-readable portion on only the Designated Machine, but if the Designated Machine is inoperable, you may then use the Program on a backup Machine; (2) store the Program's machine-readable portion in, transmit it through, and display it on, Machines associated with the Designated Machine; (3) to support your authorized use as described above, modify the Program's machine-readable instructions or data, or merge them into another Program; (4) make archival or backup copies of the Program, provided you reproduce the copyright notice and any other legend of ownership on each copy or partial copy; (5) change the Designated Machine provided: (a) you notify us of the change and its date, (b) the new Designated Machine is in the same model class, and (c) you remove all copies of the Program from the old Designated Machine. Invoicing, Payment and Taxes: You agree to pay invoiced amounts upon receipt according to the terms specified in this Agreement. You also agree to pay amounts equal to any applicable taxes resulting from any transaction under this Agreement, except for taxes based on our net income. Invoices that are delinquent according to our payment terms will be subject to finance charges. Any billing errors, upon discovery by you or us will be corrected immediately by issuing a corrected invoice specifying the correct amount. If, because of the error, you owe an additional amount, you agree to pay it. If, because of the error, we owe you a refund, we will pay you or credit your account, as you desire. Mutual Responsibilities: Both of us agree that under this Agreement: (1) neither of us will use the other's trademark, trade name, or other designation in any promotion or publication without written consent; (2) all information exchanged, other than trade secrets in SSI Programs, is non-confidential, and if either of us requires the exchange of confidential information, it will be made under a signed confidentiality agreement; (3) each is free to enter into similar agreements with others; (4) no other licenses (including licenses under patents) are granted; (5) each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations; (6) neither of us will bring a legal action more than two years after the cause of action arose; and (7) if any legal action is taken as a result of this Agreement, all cost of that litigation, including reasonable legal fees, will be paid by the party who does not prevail. Agreement to Submit to Arbitration of Differences: At SSI's sole election, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of Southern Arbitration & Mediation and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Your Other Responsibilities: You agree: (1) not to assign this Agreement or your rights under it, delegate your obligations, or sublicense, assign, or transfer the license for any Program without our written consent, and any attempt to do so is void; (2) not to distribute or disclose any Program to any third party; (3) not to reverse assemble, reverse compile, or otherwise translate any Program for which you only have object code; (4) that you are responsible for the results obtained from the use of the Program; (5) to acquire Programs with the intent to put them into productive use within your Enterprise and not for reselling, leasing, or transferring to a third party, unless you are arranging lease-back financing; (6) to comply with all applicable government export laws and regulations; and (7) to provide us with all full, free, and safe access to your facilities for us to fulfill our obligations, and if you become aware of any unsafe conditions or hazardous materials to which our personnel would be exposed at any of your facilities, you agree to promptly notify us. Copyright or Patent Infringement Claims: If a third party claims that a Program we provide infringes a patent or copyright, we will defend you against that claim at our expense and pay all costs, damages, and attorney's fees that a court finally awards, provided that you: (1) promptly notify us in writing of the claim; and (2) allow us to control, and cooperate with us in, the defense and any related settlement negotiations. If such a claim is made or appears likely to be made, you agree to permit us to enable you to continue to use the Program, or to modify or replace it. If we determine that none of these alternatives is reasonably available, you agree, on our written request, to return the Program to us and destroy any copies in your possession. We will then give you a credit, or, at your election, pay to you an amount equal to your net book value for the Program, provided you have followed generally-accepted accounting principles. This is our entire obligation to you regarding any claim of infringement. We have no obligation regarding any claim based on any of the following: (1) your modification of a Program, or a Program's use in other than its Specified Operating Environment; (2) the combination, operation, or use of a Program with any product, data, or apparatus that we did not provide; or (3) infringement by a non-SSI Program alone, as opposed to its combination, operation, or use as part of a system of Programs that we provide to you. Warranty for Program: For each warranted SSI Program, we warrant that: (1) we have the right to license it; and (2) it conforms substantially to its Specifications. During the warranty period, we provide warranty service, without charge, through our Program Services. Misuse, accident, modification, unsuitable physical or operating environment, operation in other that the Specified Operating Environment, improper maintenance by you, or failure caused by a product for which we are not responsible may void the warranties. THESE WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We do not warrant uninterrupted or error-free operation of a Program. We do not warrant the Products or Services of others. Limitation of Damages: If under any circumstances, because of a default on our part or other liability, you are entitled to recover damages from us, in each such instance, regardless of the basis on which you are entitled to claim damages from us, we are liable only for the amount of any actual loss or damage, up to the greater of $25,000 or the charges (if recurring, 12 months' charges apply) for the Program that is the subject of the claim. Under no circumstances are we liable for any of the following: (1) third-party claims against you for losses or damages; (2) loss of, or damages to, your records or data; or (3) economic consequential damages (including lost profits or savings) or incidental damages, even if we are informed of their possibility. Program Installation and Training: Installation and training services are provided under the terms of a separate Project Services Agreement that will detail the charges and related expenses for these services. Program Protection: For each Program, you agree to: (1) to take all reasonable steps required to keep the Program confidential; (2) if it is a database, allow access to it only to your employees; (3) ensure that anyone who uses it (accessed either locally or remotely) does so only for your authorized use and complies with our terms, including confidentiality, regarding Programs; and (4) maintain records of all copies. Program Service: We provide Program Services for SSI Programs during their warranty periods and thereafter under Program Maintenance Services. If we can reproduce your reported problem in the Specified Operating Environment, we will issue defect correction information, a restriction, or a bypass. We provide Program Services for only the unmodified portion of the current release of a Program. Program Maintenance Services: We make available Program Maintenance Services for SSI Programs for a specified period and fee. Details regarding these Services will be described in a Program Maintenance Agreement. Program Maintenance Services will be available until a date we specify, but we will provide at least six months' written notice to you before terminating the availability of such services. Program Maintenance Services include all, or some combination of, the following: (1) Program Services for Programs after their warranty periods; (2) any Program update releases that are announced for general availability during the Program Maintenance Service period; and (3) hotline question and answer support during specified business hours for users of the Program. License Termination: You may terminate the license for a Program on one month's written notice to us or at any time during the Program's testing period. At the end of the specified License Period, the license will be automatically terminated unless a prior renewal agreement has been made. We may also terminate the license if you do not meet your obligations regarding Programs. You agree to destroy all copies of the Program upon license termination. Agreement Termination: You may terminate this Agreement on written notice to us following the expiration or termination of all your obligations. Either of us may terminate this Agreement if the other does not comply with any of its terms, provided the one who is not complying is given written notice and reasonable time to comply. Termination of this Agreement automatically terminates the license granted under this Agreement. Any terms of this Agreement which, by their nature, extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees. Geographic Scope and Governing Law: All your rights, all our obligations, and all licenses granted to you are valid only in the United States and Puerto Rico. The laws of the State of Mississippi govern this Agreement.