Wolters Kluwer End User Agreement

Each End User Agreement must include terms which are materially no less protective of Licensor’s rights than those set forth below.

Access Rights. End User is granted a limited term, non-sublicensable, non-transferable, and non-exclusive right to access and use the Licensed Content solely for Authorized User’s internal business purposes and in accordance with the Documentation, and solely for the transaction levels and period for which Authorized User has paid the applicable fees. Authorized User may make copies of the Documentation solely for Authorized User’s internal use. Notwithstanding the foregoing, the Authorized User Agreement may be assigned upon the transfer by sale, merger, or corporate re-organization of substantially all of the assets of Authorized User’s organization to a successor organization.

Exclusions. Authorized User will not, nor permit anyone else to: (1) copy, modify, or distribute (or otherwise make available to others) the Licensed Content; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Licensed Content; (iii) rent, lease, or otherwise use the Licensed Content on behalf of any third party; (iv) use the Licensed Content for performing comparisons or other benchmarking activities, either alone or in connection with any other Licensor product or service; or (v) use the Licensed Content to send or store any infringing or unlawful material, attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Licensed Software Content or the data contained therein or access the Licensed Content for the purpose of building a competitive product or service or copying its features or user interface.

Title and Protection. Licensor owns all worldwide right, title and interest in and to the Licensed Content and Documentation. Authorized User will not delete or alter the proprietary rights notices appearing on the Software or Documentation.

Term and Termination. The term of the Authorized User Agreement will not extend beyond [date]. Following termination of the Authorized User Agreement, Authorized User shall cease use of the Licensed Content except to access historical records.

Confidentiality. Authorized User will hold the Software and Documentation in confidence and will protect the same with at least the same degree of care with which the Authorized User protects its own similar confidential information.

Export. Authorized User will not export, re-export, or import the Software or Documentation without the appropriate United States or foreign government licenses.