Software license agreement SCANIA MULTI

PARTIES:
SCANIA CV AB, SE-151 87 SDERTLJE (the Licensor)
SCANIA IMPORTER, DISTRIBUTOR/DEALER OR SERVICE POINT (the Licensee)

PREAMBLE:
Scania CV AB has created a computerised program, including databases, called Scania Multi. Scania will
deliver this program to its authorized distributors/dealers and service points and grant them a non-exclusive
license to use it and its associated documentation upon the terms and conditions hereinafter contained:

1. Definitions
In this Agreement, unless the context otherwise requires, the following expressions have the following
meanings:
The License means the license granted by the Licensor pursuant to this Agreement.
The Licensed Work means all the computerised software program and databases for Information
processing, software modules and all updates, modifications, versions, enhancements, user's manuals, and
all related documentation delivered by the Licensor hereunder, but does not include information, supplied
only by the Licensee.
The Media means any means for distributing the Licensed Work including but not limited to floppy disks,
hard disks, tape cassettes, laser discs, CD- ROM discs, and modem transfer.
User means any person authorised under this Agreement or permitted sub-license agreements to have
access to the Licensed Work.

2. Products and services to be provided

The Licensor agrees to:
(1) Grant to the Licensee a non-exclusive license to use the Licensed Work
(2) Deliver the Licensed Work to the Licensee
(3) Provide future up-dates to the Licensed Work.

3. License
3.1 The Licensor hereby grants to the licensee a non-exclusive and non-transferable license to use the
Licensed Work, subject to the terms and conditions hereinafter contained.
3.2 The Licensee shall use the Licensed Work for its own business purposes only. The Licensee shall not
permit any third party, with the exception of its Branches, to use the Licensed Work nor use the Licensed
Work on behalf of or for the benefit of any third party in any way whatsoever. For all purposes of this
Agreement, Licensee's business shall be deemed to be limited to promoting, marketing, distributing, selling
and servicing products manufactured, distributed or sold by the SCANIA-organisation as well as for
training related to SCANIA business activities.
3.3 The Licensee hereby acknowledges that it is licensed to use the Licensed Work only in accordance with
the express terms of this Agreement and not further or otherwise.

4. Warranty
4.1 The Licensor warrants that the Licensed Work will provide the facilities and functions set out in the
related documentation contained therein when properly used on suitable equipment.
4.2 The Licensor shall have no liability or obligations under the said warranty other than to remedy
breaches thereof by the provision of materials and services deemed necessary by Licensor for the proper
functioning within a reasonable time and without charge to the Licensee. If the Licensor shall fail to
comply with such obligations its liability for all such failures shall be limited to a maximum sum equal to
one annual License. The Licensor shall not be responsible for any error in the Licensed Work or failure
insofar as such error or failure occurs in or is caused by the Licensee making alterations of the Licensed
Work.
4.3. Licensor makes and Licensee receives no representation, condition or warranty, expressed, implied or
statutory, in any other provision of this Agreement or communication with Licensee or user with respect to
the Licensed work or services, and Licensor specifically disclaims any implied warranties whether as to
merchantability, fitness for a particular purpose or any other matter.

5. Proprietary rights
5.1. The Licensed Work and the copyright and other intellectual property rights of whatever nature in the
Licensed Work are and shall remain the property of the Licensor. The Licensee shall notify the Licensor
immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the
Licensed Work.
5.2 The Licensee will permit the Licensor to check the use of the Licensed Work by the Licensee at all
reasonable times.

6. Intellectual property rights indemnity

The Licensor shall indemnify the Licensee against any claim that normal use or possession of the Licensed
Work infringes the intellectual property rights of any third party provided that the Licensor is given
immediate and complete control of such claim, that the Licensee does not prejudice the Licensor's defence
of such claim, that the Licensee gives the Licensor all reasonable assistance with such claim and that the
claim does not arise as a result of the use of the Licensed Work in combination with any equipment or
programs not supplied or approved by the Licensor. The Licensor shall have the right to replace or change
all or any part of the Licensed work in order to avoid any infringement. The foregoing states the entire
liability of the Licensor to the Licensee in respect of the infringement of the intellectual property rights of
any third party.

7. Confidentiality of Licensed Program Materials

7.1 Licensee agrees not to reverse compile, disassemble, or otherwise reverse engineer the Licensed Work
or any portion thereof. Licensee further agrees not to reproduce, publish, release, transfer, translate or make
available to others any portion of the Licensed Work or to prepare or copy derivative or collective works
based upon and/or containing any portion of the Licensed Work without the prior written consent of
Licensor. All notices pertaining to use and ownership of the Media and Licensed Work will be retained on
the Media in the possession of Licensee.
7.2 Licensee agrees to notify Licensor of the possession, use, knowledge, disclosure or reproduction of any
media or Licensed Work made available to Licensee under this Agreement by any person, firm or
organisation not authorised by this Agreement to have the benefit of such possession, use, knowledge,
disclosure or reproduction, and to co-operate with Licensor and its representatives in any investigation of
and litigation against such person, firm or organisation.
7.3 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any
termination of the License or this Agreement.

8. Duration of License and Termination

8.1 The term of this Agreement shall commence upon the date the User utilizes the Licensed Work.
8.2 Licensee may terminate this Agreement without cause by giving Licensor sixty (60) days written notice
of termination. If this Agreement is terminated Licensee shall cease use immediately of the Licensed Work
and shall promptly return all originals and all materials related to the Licensed Work and media received
from Licensor and/or any other material furnished by Licensor to Licensee from use by Licensee in
connection with this Agreement, including any modifications, and all supplementary or related program
materials and information, excluding normal printouts our handouts which have been distributed to
customers of Licensee.
8.3 Licensor may terminate this Agreement in the event of Licensee committing a material breach of this
Agreement, which is not corrected upon request by Licensor.
If for any reason the Scania Distributor/Dealer Agreement, to which the Licensee is a party, is terminated,
this Agreement shall be deemed to be concurrently terminated, effective as of that termination date.

9. Liability
Licensor shall have no liability for any incidental, special, consequential or exemplary damages of any
description, including, without limitation, damages directly or indirectly arising out of the installation,
removal, use or non-use the Licensed work or services, provided by Licensor, or less of profits, whether
arising out of warranty or contract, negligence, or other non-intentional tort or otherwise. Under no
circumstances shall licensors liability exceed the applicable right to license fee paid by Licensee under this
Agreement, regardless of the form of the action. Licensee expressly agrees that the limitations of incidental,
special, consequential and exemplary damages set forth above are agreed allocations of risk, are reflected in
the fees that have been agreed to between the parties herein, and shall survive the determination of any
court of competent jurisdiction that any remedy provided herein fails of its essential purpose.

10. Law
This Agreement shall be governed by and construed in accordance with the laws of Sweden.

11. Disputes
Disputes in connection with this Agreement, or further agreements resulting thereof, shall not be taken to a
court of law but shall be finally settled by arbitration in Sweden according to Swedish law. However, if
chosen by the Licensor, the governing law and competent courts shall be those of the country of the
Licensee. Furthermore the Licensor shall be at liberty to seek restraining orders and other relief in respect
of any wrongful release, publication or use of the Licensed Works in any appropriate way.