Hosting Agreement

1. Hosting Agreement. This Agreement (including its Exhibit A and all other documents referenced herein) is entered into by PACITT, Incorporated and_________________________________ from hereout refered to as Customer for the purpose of providing Customer with web site presence specified in Exhibit A, including any updates, upgrades or revisions provided under this Hosting Agreement, and certain other services relating to the processing of and response to online presence, inquiries, messages and email received by Customer from its customers and other users of Customer's Web site.

2. Provision of Services. PACITT, Inc. will provide Customer with access, maintenance and related hosting services to the Software of Customers website installed on PACITT, Inc. servers and other equipment. Customer agrees, as reasonably requested by PACITT, INC., to provide PACITT with access to Customer's premises and equipment and to otherwise cooperate with PACITT in performing the services. During the term of this Agreement, Customer may obtain information regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the PACITT, Inc. System by accessing the PACITT, Inc. System through a password-protected Web site made available by PACITT, Inc. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer registered with PACITT, Inc. to access the PACITT, Inc. System. The Hosting Services, and the hosting fees specified in Exhibit A, do not include any deployment, training or other consulting or professional services which, if applicable, will be specified in a Statement of Work, signed by both parties, and incorporated herein by this reference.

2.1 Customer Support: PACITT, Inc. will provide live telephone support to Customer during normal hours of operation, Monday-Friday by a trained PACITT, Inc. customer support representative.

3. Customer's Responsibilities. Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials ("Customer Equipment") at Customer's location necessary for accessing the website and the PACITT, Inc. System through the Internet. Customer agrees to notify PACITT, Inc. of any changes in the Customer website, including any system configuration changes or website content which may affect the Hosting Services and/or this AGREEMENT. provided hereunder. The PACITT, Inc. is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the PACITT, Inc. System or the Software that are harmful to the PACITT, Inc. System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others, acts of terrorism, treason, conspiracy, supply of child ponography, snuff, Illegal drug information, acts of hatred towards any groups,or violation to the civil rights of any person or persons. To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, PACITT, Inc. grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services Agreement. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the PACITT, Inc. System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the Pacitt, Inc System to operate a service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the PACITT, Inc. System to its employees and agents located worldwide,provided they are registered with PACITT, Inc in advance of their usage.

4. Proprietary Rights. Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the PACITT, Inc. System and Software (including any and all modifications as a result of any implementation services rendered) and the PACITT, Inc. System are and shall remain the exclusive property of PACITT, Inc. and its licensors. PACITT, Inc. acknowledges and agrees that the Online Messages are the property of Customer and that PACITT, Inc. has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, PACITT, Inc. may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.

5. Pricing and Payment. Customer agrees to pay the fees and other charges for the Hosting Services and other services provided under this Agreement as specified in Exhibit A of this Agreement. CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE ANNUM and MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), PACITT, Inc. will invoice Customer for such Fees in the year after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on PACITT's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by PACITT, Inc. after the due date shall be subject to a late fee equal to two and one-half percent (2.5%) per month, or, if less, the maximum amount allowed by applicable law. At the end of the initial one-year term of this Agreement and any subsequent one-year terms, PACITT, Inc. may adjust the annual/monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least thirty (30) days prior to the beginning of the new term.

6. Limited Warranties; Disclaimer of Warranties.

6.1 PACITT, Inc. warrants and represents to Customer that (i) the System will perform substantially in accordance with the documentation, if any, provided by PACITT, Inc. to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and PACITT's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:

a) For the first one hundred twenty (120) minutes of Downtime during Normal Business Hours or the first four (4) hours of Downtime outside of Normal Business Hours ("Initial Downtime"), PACITT will credit Customer's account for one (1) day of service.

b) For each eight (8) hour period of Downtime per day in addition to the Initial Downtime, PACITT will credit Customer's account for one (1) additional day of service.

For the purposes of this Agreement, "Downtime" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 24 hours in advanced), only if such interruption is due either to: 1) an error in of software, or 2) failure of the PACITT, Inc. System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to PACITT, Inc. of the interruption, either by speaking directly with an PACITT, Inc. customer service representative or recording a voice mail message in the PACITT, Inc. customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, "Normal Business Hours" shall mean between the hours of 9:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.

In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and PACITT, Inc.'s sole and exclusive liability shall be, at PACITT, Inc.'s option, repair or replacement of the Software.

THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND PACITT, Inc.'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.

6.2 PACITT, Inc. represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the PACITT, Inc. System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as "Year 2000 Compliant"). In the event that the PACITT, Inc. System is not Year 2000 Compliant, Customer's sole and exclusive remedy and PACITT's sole and exclusive liability shall be for PACITT, Inc., at no additional cost to Customer, to promptly modify the Software or the PACITT, Inc. System so that the Software or PACITT, Inc. System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the the PACITT, Inc. System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the PACITT, Inc. System) with which the Software and/or the PACITT, Inc. System interface or interoperate also being Year 2000 Compliant.

6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2, (A) THE HOSTING SERVICES ARE PROVIDED, AND THE SOFTWARE AND THE PACITT, Inc. SYSTEM ARE MADE AVAILABLE, BY PACITT, Inc. TO CUSTOMER "AS IS," AND (B) PACITT, Inc. AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE HOSTING SERVICES, THE SOFTWARE OR THE PACITT, Inc. SYSTEM, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.

6.4 Without limiting the express warranties set forth in this Agreement, PACITT, Inc. does not warrant that the System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the PACITT, Inc. System or the Hosting Services will be uninterrupted or free of errors or omissions. PACITT, Inc. cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. PACITT, Inc. will use commercially reasonable efforts to adequately maintain, and upgrade as necessary, the PACITT, Inc. System to provide the Hosting Services to its customers. However, except as expressly set forth herein, PACITT, Inc. shall not be responsible for any delays, errors, failures to perform, or disruptions in the Hosting Services caused by or resulting from any act, omission or condition beyond PACITT, Inc. reasonable control.

7. Limitation of liability. EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL PACITT, Inc. BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF PACITT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PACITT, Inc. entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.

8. Confidential Information. Each party agrees to keep confidential and to use only for purposes of performing (or as otherwise permitted under) this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or which would reasonably be considered of a confidential nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.

9. Indemnification. Subject to the limitations set forth in this Section 9, PACITT, Inc. will defend any third-party suit or action against Customer to the extent such suit or action is based on a claim that the Software or the PACITT System infringes any valid United States patent, copyright, trade secret or other proprietary right, and PACITT, Inc. will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim. These obligations do not include any claims to the extent they are based on use of the Software or PACITT System in violation of this Agreement or in combination with any other software or hardware, or any modification to the PACITT, Inc. System pursuant to Customer's specifications. If any portion of the Software or PACITT, Inc. System becomes, or in PACITT, Inc. opinion is likely to become, the subject of a claim of infringement, then PACITT, Inc. may, at its option and expense, (a) procure for Customer the right to continue using such Software or the PACITT, Inc. System, or (b) replace or modify the Software or the PACITT, Inc. System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the PACITT, Inc. of any such claim(s); (ii) PACITT, Inc. having sole control of the defense or settlement of the claim; and (iii) at PACITT, Inc. request and expense, Customer cooperating in the investigation and defense of such claim(s). THE FOREGOING STATES PACITT, Inc. ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

10. Term and Termination.

10.1 Term and Termination. This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement. In addition, either party may terminate this Agreement by giving to the other party written notice of such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.

10.2 Effect of Termination. Upon any termination of this Agreement, PACITT, Inc. shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the PACITT, Inc. System. Except in the event of termination for Customer's breach, PACITT, Inc. shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement). PACITT, Inc. shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to PACITT all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.

11. Customer References. Customer agrees that, during the term of this Agreement, PACITT, Inc. may reference Customer in PACITT, Inc. customer listings and may place Customer's name and logo on PACITT, Inc. Web site and in collateral marketing materials relating to PACITT, Inc. products and services. Customer hereby grants PACITT, Inc. a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to PACITT, Inc.. With these limited exceptions, PACITT, Inc. agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer "case studies," and the like) without Customer's prior consent.

12. Miscellaneous. This Agreement, including Exhibit A and any other exhibits hereto, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of Oergon exclusive of its conflict of laws principles. Notices under this Agreement shall be in writing, addressed to the party at its last-provided address, and shall be deemed given when delivered personally, or by e-mail (with confirmation of receipt) or conventional mail (registered or certified, postage prepaid with return receipt requested). Nothing contained in this Agreement is intended or is to be construed to constitute PACITT, Inc. and Customer as partners or joint venturers or either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.

Each party agrees to the terms and conditions contained in this Agreement.