COFEE SOFTWARE SUB-LICENSE AGREEMENT

USER TERMS AND CONDITIONS

CAREFULLY READ THE TERMS AND CONDITIONS IN THIS AGREEMENT BEFORE YOU OPEN THE COFEE SOFTWARE. INSTALLING THE COFEE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

This Software Sub-License Agreement (“Agreement”) is entered into as of the date the user gains access COFEE under the Sublicense by and between:

(1) Each user/permitted Sub-licensee (“Sub-licensee”), who clicks on the “I agree” button and certifies agreement with the following Sublicense terms and conditions: and

(2) NW3C, Inc. d/b/a the National White Collar Crime Center (“NW3C”) is a Virginia non-stock, 501(c)(3) non-profit corporation which is congressionally funded. NW3C has been continuously funded for the past 30 years to provide a nationwide support system for state and local law enforcement efforts. NW3C's mission is to provide training, investigative support, and research to agencies and entities involved in the prevention, investigation, and prosecution of economic and high tech crime.  NW3C forms alliances with the public and private sectors and educational institutions to support multi-agency projects that address economic, high tech, and cyber crime issues;

Are each a “Party” and together the “Parties” to this Agreement.

Recitals

A Under the terms of a COFEE Distribution and License Agreement between Microsoft and NW3C dated June 2009 (the “COFEE Distribution Agreement”) Microsoft granted a license to NW3C to use COFEE and appointed NW3C to act as its non-exclusive distributor for the distribution of COFEE to NW3C’s Permitted Sub-licensees (as defined below).

B NW3C wishes to distribute COFEE to the Sub-licensee and to grant Sub-licensee a sub-license to use COFEE as permitted by the COFEE Distribution Agreement, and Sub-licensee wishes to use COFEE in accordance with the terms of this Agreement.

It is agreed:

1. INTERPRETATION

1.1 In this Agreement the following words and expressions shall have the following meanings:

COFEE means the Computer Online Forensic Evidence Extractor tool designed by Microsoft that fits on a USB drive and automates the execution of commands for data extraction and includes all documentation in connection therewith;

Commencement Date means the date on which this Agreement is signed by both Parties;

Infringement Claim has the meaning given to it in Section 3.4;

Microsoft means Microsoft Corporation, a corporation incorporated in Washington State, United States of America with its principal address at One Microsoft Way, Redmond, Washington 98052-6399;

Permitted Sub-licensees has the meaning given to it in Section 2.1 of the COFEE Distribution Agreement;

Property Rights means all patents, registered designs, design rights, trade marks (whether registered or unregistered), domain names, copyright, rights or protections equivalent or similar to copyright, database right, know-how, trade secrets, confidential information, business names, brand names, logos, symbols, devices, colour schemes, goodwill, data and other rights in the nature of intellectual property rights whether registered or registrable or not and all applications for the same, anywhere in the world;

Term means the period beginning on the Commencement Date and expiring on the date that the Agreement is terminated by either Party.

2. SUB-LICENSE

2.1 NW3C hereby grants to the Sub-licensee, on the terms set out in this Agreement and free of any charge whatsoever, a non-exclusive, perpetual, worldwide, non-transferable right and license for the Term of this Agreement to use COFEE however it wishes, to the extent permitted by applicable law, provided that at all times the Sub-licensee shall:

(a) not install any application or software on any COFEE device that infringes any Property Rights or other rights of any third party;

(b) not install any application or software on any COFEE device that is subject to any ‘copyleft’ type license provisions such as are found under the terms of the GNU General Public License;

(c) make no representations nor give any warranties or guarantees to any third party in relation to COFEE or any application or software that is installed on COFEE;

(d) not incur any liability on behalf of NW3C or Microsoft; and

(e) not distribute COFEE to any third party.

2.2 As between the Parties, NW3C solely shall be responsible for distributing COFEE. Unless otherwise expressly agreed in writing between NW3C and the Sub-licensee, the Sub-licensee shall be responsible for obtaining any necessary import licenses or permits necessary for entry and installation of COFEE into any jurisdiction and for any and all customs duties, clearance charges, taxes, broker’s fees and all other amounts that may be payable in connection with the importation and delivery of COFEE.

2.3 This sub-license shall terminate immediately on termination or expiration (whichever is earlier) of this Agreement.

2.4 NW3C’s license to use and distribute COFEE is governed solely by the COFEE Distribution Agreement to the exclusion of any other document and particularly this Agreement.

3. INTELLECTUAL PROPERTY

3.1 The Sub-licensee acknowledges that all Property Rights in and relating to COFEE existing now or in the future are the sole and absolute property of Microsoft or its suppliers and that nothing contained in or implied by this Agreement or the observance or performance of its terms by the Sub-licensee shall be construed as granting or giving rise to any proprietary interest, right or title in or to any Property Rights in and relating to COFEE in favor of the Sub-licensee or any third party.

3.2 The Sub-licensee shall not apply for registration of nor in any way do anything or permit to be done anything to infringe upon, harm or contest the right of Microsoft in or to any Property Rights of Microsoft.

3.3 The Sub-licensee shall not without the prior written consent of NW3C and Microsoft:

(a) alter, add to, remove, obscure or otherwise tamper or interfere with any logo, mark or other means of identification, notice or information contained in or placed, embossed or appearing on or affixed to, or supplied with, COFEE or its documentation or labelling at the time of supply to the Sub-licensee; or

(b) place or emboss on, supply with or otherwise affix to COFEE any additional or substitute name, design, logo or mark or any notice or information other than a registered trade mark of the Sub-licensee.

3.4 Under the terms of the COFEE Distribution Agreement Microsoft warrants that COFEE does not infringe the Property Rights of any third party; provided always that the warranty is expressly limited to COFEE as it is provided by Microsoft to NW3C and prior to addition of third party software, modification or development of COFEE by NW3C or the Sub-licensee. Microsoft has undertaken to defend NW3C and the Sub-licensee from and against any claim or action that the possession or use of COFEE infringes the Property Rights of a third party only if and to the extent that such claim or action relates to COFEE as it is provided by Microsoft to NW3C and prior to addition of third party software, modification or development of COFEE by NW3C or the Sub-licensee (“Infringement Claim”) and to fully indemnify and hold harmless the Sub-licensee from and against any losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against the Sub-licensee as a result of any such Infringement Claim.

3.5 The Sub-licensee hereby agrees that:

(a) it shall as soon as reasonably practicable notify NW3C and Microsoft in writing of any Infringement Claim of which it has notice;

(b) it shall not make any admission as to liability or compromise or agree to any settlement of any Infringement Claim without the prior written consent of Microsoft and NW3C; and

(c) NW3C shall, on its written request be entitled to have the conduct of or settle all negotiations and litigation arising from any Infringement Claim and/or to require the Sub-licensee to permit Microsoft to do any of the foregoing, and the Sub-licensee shall, at Microsoft’s request and expense, give Microsoft all reasonable assistance in connection with those negotiations and such litigation, provided that Microsoft agrees to assume all reasonable expenses in connection with the same.

4. USE OF MICROSOFT’S OR NW3C’S DISTINCTIVE SIGNS

4.1 The Sub-licensee shall not use any trade mark or other distinctive sign belonging to Microsoft without the prior, written consent of Microsoft, or belonging to NW3C without the prior written consent of NW3C.

4.2 The Sub-licensee may not, under any circumstances, make reference to Microsoft or NW3C and/or the present Agreement for publicity or other purposes without Microsoft’s or NW3C’s express written agreement.

5. DISCLAIMER OF WARRANTIES AND OF ANY RESPONSIBILITY TO PROVIDE SUPPORT OR SIMILAR SERVICES

5.1 To the maximum extent permitted by applicable law, Microsoft and its suppliers, including NW3C, provide COFEE “AS IS” AND WITH ALL FAULTS, and save as expressly provided in Section 3.4, AND NW3C PROVIDES COFEE “AS is” AND hereby disclaim all other warranties and conditions to the maximum extent permitted by law, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of non-infringement, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to COFEE, and the provision of or failure to provide support or other services, information, software, and related content through COFEE or otherwise arising out of the use of COFEE.

5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SAVE AS EXPRESSLY PROVIDED IN SECTION 3.4 AND SUBJECT ALWAYS TO SECTION 5.3, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE TO NW3C OR ANY OTHER THIRD PARTY, NOR SHALL NW3C BE LIABLE TO ANY SUBLICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF REPUTATION OR GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE COFEE, THE PROVISION OF OR FAILURE TO PROVIDE INFORMATION, SOFTWARE, AND RELATED CONTENT OR OTHERWISE ARISING OUT OF THE USE OF COFEE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY BY MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3 Nothing in this Agreement shall operate to limit either Party’s or Microsoft’s liability for death or personal injury resulting from negligence, or for any damage or liability incurred by either Party or Microsoft as a result of fraud or fraudulent misrepresentation by the other Party(ies) or Microsoft.

5.4 The Sub-licensee hereby acknowledges and agrees that neither Microsoft nor NW3C shall have any responsibility or duty whatsoever with regard to the Sub-licensee or any third party to maintain or provide support or similar services in relation to COFEE.

5.5 This Section 5 shall survive the termination of this Agreement.

6. TERM AND TERMINATION

6.1 This Agreement shall be entered into for a term of one (1) year which commences on the Commencement Date. Upon the expiration of the term, this Agreement shall be automatically renewed for successive terms of one (1) year, unless terminated by either Party by notice in writing to the other Parties at least one month prior to any anniversary of the Commencement Date.

6.2 This Agreement shall terminate automatically upon termination of the COFEE Distribution Agreement.

6.3 Sections 3, 4, 5, 6, 7, 8, 9 and 10 shall continue notwithstanding termination of this Agreement.

7. CONFIDENTIALITY

7.1 Each Party shall treat as confidential any information or know how relating to the other Parties' business given by or on behalf of the disclosing Party prior to or after the execution of this Agreement, and shall not without the written approval of the disclosing Party, use or disclose the same to any other person other than its employees on a "need to know" basis, and any such disclosure shall be made to its employees under appropriate conditions of confidence on terms at least as restrictive as those set out herein.

7.2 These obligations of confidence shall survive termination of this Agreement for a period of five (5) years after any expiration or termination provided always that they shall not apply to any information which is:

(a) trivial or obvious;

(b) in the public domain through no fault of the receiving Party;

(c) at the time of disclosure by the disclosing Party already known to the other Party from a source not originating directly or indirectly from the disclosing Party; or

(d) required by law or governmental authority to be disclosed, provided that in such case, the Party required to disclose information shall inform the other Party within a reasonable time.

8. THIRD PARTY RIGHTS

8.1 Sections 2.1, 3, 4, 5, 9.2, 9.3 and 10 contain terms expressly for the benefit of Microsoft which is not party to this Agreement (the “Third Party”). The Third Party may enforce the terms in Sections 2.1, 3, 4, 5, 9.2, 9.3 and 1010 expressed to be for its benefit. The Third Party has accepted the benefit of this designation in the COFEE Distribution Agreement.

8.2 The Parties must not change Sections 2.1, 3, 4, 5, 9.2, 9.3 or 10 unless the Third Party with the right to enforce those clauses:

(a) would not suffer any material adverse impact; and

(b) gives written consent.

8.3 Apart from the restrictions above, the Parties may change any term and may rescind this Agreement without the consent of the Third Party.

9. MISCELLANEOUS

9.1 This Agreement sets out the entire agreement between the Parties, and supersedes any previous agreement between them in relation to the subject matter of this Agreement.

9.2 Subject to Section 8.2, no provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the Parties hereto.

9.3 No failure to exercise, nor delay or omission by any Party or Microsoft in exercising, any right, power or remedy conferred on it under this Agreement or provided by law shall affect that right or remedy, or operate as a waiver of it nor will any partial exercise by any Party or Microsoft of any right or remedy prevent any further exercise of that right or remedy or the exercise of any other right or remedy.

9.4 The Parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights, and perform their obligations under this Agreement.

9.5 If any part of this Agreement is or becomes illegal, invalid or unenforceable, for whatever reason such term or provision shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement provided always that if such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.

9.6 U.S. GOVERNMENT RIGHTS. The Software under this Agreement is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFAR”) and its successors.

10. GOVERNING LAW AND JURISDICTION

10.1 This Agreement and any dispute arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of the State of Washington, without regard to the conflict-of-laws rules or statutes of any jurisdiction. The courts located in the State of Washington shall have exclusive jurisdiction over all claims relating to this agreement.

11. Notices. All notices and other communications required by this Agreement shall be in writing and shall be delivered either by Express Mail or by certified or registered mail. All notices and any other written communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice delivered by the party whose address has changed.

Notices to NW3C: NW3C, Inc.

Office of the President and CEO

Attn:  General Counsel

10900 Nuckols Road, Suite 325

Glen Allen, VA 23060

[phone], ext. 3339

[phone] (fax)

[e-mail]

Notices to Microsoft: Microsoft Corporation

Attn: ------------------

One Microsoft Way

Redmond, WA 98052-6399

(425) -------------

[e-mail]