License Agreement

The following agreement concerning use of ValueScope AB's proprietary system for interview survey measurements of consumer values, below called the System, have been entered into between

ValueScope AB (EU Corporate Registry No.SE5563037887) domiciled at Essinge Brogata 6, 2tr, 11261 Stockholm, Sweden, below called ValueScope.

and

................................................................................................ domiciled at ............................... .............................................below called the Licensee.

§1. The System

ValueScope has developed a system for measurement of consumer values, briefly described in the attached document. All proprietary rights to the System belongs to and will continue to remain under the sole and exclusive ownership of ValueScope.

The System is designed to be used by market research enterprises when measuring consumer values and other similar research.

On the terms and conditions contained in this agreement, ValueScope provides the System to be used by the Licensee during the term of this agreement.

§2. License

ValueScope hereby grants the Licensee /a non-exclusive/exclusive license to use the System in the Licensee's market research business in .......................... (below called the Territory) on the terms and conditions mentioned below.

This license is only applicable on the Licensee's own activities and may not be subject to any sub-license to other parties, neither within the same group as the Licensee nor any outsiders, if not permitted in writing in advance by ValueScope. The Licensee may subcontract fieldwork for the System to firms inside and outside the Territory, but not the analysis of the fieldwork data.

§3. Use of the System

It is understood between the parties that when using the System, user has to follow the instructions given by ValueScope. Notwithstanding this, the Licensee is, at its own discretion, free to delete aspects recommended in the System or make amendments which the Licensee finds appropriate for its certain needs in specific cases. Even when the Licensee has made such amendments or changes that the Licensee finds appropriate, ValueScope will be entitled to full reimbursement and full license fee in accordance with this agreement during the term of this agreement.

§4. Proprietary rights

The Licensee hereby acknowledge that all proprietary rights to the System, in its present shape as well as in future amended shapes or alternative versions, will be under the sole and exclusive ownership of ValueScope.

Moreover, the Licensee undertakes to report to ValueScope any possible infringement or attempted infringement by commercial users against these proprietary rights. When using the System it is understood between the parties that the Licensee shall in an appropriate way notify any third party that the System used belongs to ValueScope and that "Valuescope" is a tradename of ValueScope AB.

§5. License fees and other fees for use

The Licensee agrees to pay the following fees to ValueScope for the use of the System:

A. Transfer. At the transfer of documentation showing the System and the exact details of its computation methods the Licensee pays a transfer fee amounting to US$xxx.
B. Usage. A variable fee related to the extent of use shall be paid after the end of each six month period of this license agreement and shall be based on the amount of the Licensee's use of the System in its business. For the initial period of this Agreement, as stated below in §10, this fee is US$xxx per project/or per 1000 interviews).

All fees will be payable 30 days after invoice from ValueScope. The Licensee agrees to promptly respond to ValueScope's semi-annual inquiry about the usage of the system during the past six months which is the basis for its invoice of the above usage fee.

The cost to integrate the System with the computer set-up of the Licensee is borne by the Licencee.

§6. Secrecy

The Licensee undertakes not to distribute or disclose technical information concerning the System to any third party to other extent than follows from the actual use of the System in the Licensee's market research. Thus, it is guaranteed by the Licensee that it will not as mentioned above disclose or make the System available for use to third commercial parties, without a written permission from ValueScope in each case. Moreover, the Licensee undertakes to take reasonable steps to secure this secrecy undertaking among the Licensee's staff and personnel in order to secure ValueScope's proprietary rights to the System.

In case the System should be used by third party or in violation with this agreement by any party within or outside the Licensee's organization and this is considered to be caused by negligence of the Licensee, the Licensee shall indemnify ValueScope by compensation corresponding to a normal license fee for that use.

§7. Documentation

All material and documentation relating to the System will be the sole and exclusive property of ValueScope and shall be returned to ValueScope when this agreement expires. The Licensee agrees as well, that all copies made for the use of the System will be delivered to ValueScope when this agreement expires. Moreover, the Licensee undertakes not to use the System in its business activities after this agreement has expired.

§8. Liability

The Licensee agrees that ValueScope cannot be held liable for any consequences, of financial character or any other kind, resulting from the use of the System. This means that ValueScope in no case and under no circumstances can be held responsible for the result of research made with help of the System. Thus, the Licensee shall in all situations make the appropriate judgment of the results and data achieved and generally make its own estimations of responses obtained when using the System, in the same way as any market research company has to evaluate achieved results.

§9. Assignment

The Licensee may not assign this agreement or any rights herein without the expressed written permission of ValueScope.

§10. Term of the agreement

This agreement is in force for a first period as from the signing of this agreement until December 31, 199... Unless either of the parties gives notice for termination no less than three months before the expiration of the agreement, the agreement will be extended for one year at each time with the same notice period.

Notwithstanding the foregoing, either party may terminate the agreement in advance during the term of the agreement in case of the other party's serious breach of contract. In case of breach of contract termination shall not be carried out if the part in breach rectifies the breach no less than 14 days after written notice from the party not in breach.

In case of termination because of breach of contract, the party not in breach is entitled to damages which is supposed to put the party in the same position as if the breaching party had fulfilled its obligations in accordance with this agreement. In case of ValueScope's termination the damages to be paid shall not be less than the contractual value of this agreement during the term the agreement.

§11. Jurisdiction

This agreement will be interpreted and ruled pursuant to the laws of Sweden.

§12. Miscellaneous

This agreement constitutes the entire agreement between the parties. Any amendment or addition to this agreement shall be made in writing and signed by both parties.

This agreement has been drawn up in duplicate. Each of the parties has retained one copy.

Signed for VALUESCOPE AB on the ...... day of ........................, 199.... by

...................................................... / name in block letters............................................................

and signed for LICENSEE on the ...... day of ........................, 199.... by

....................................................../name in block letters..............................................................