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1.  Initialization and Timeframe.  Commencing upon the receipt of payment by Veritech, Veritech and Customer shall commence the work effort described herein to initiate the Customer Software Product development.  It is anticipated that the development work phase will last 15 to 20 days, followed by 5 to 10 days of mutual testing, followed by the commercial release of the completed and tested Customer Software Product to the marketplace.  The delivery date of the mutually accepted gold key version of the Customer Software Product, as described below, shall serve as the anniversary milestone date for any warranty, service and upgrade work to be provided by Veritech. 

2.  Scope of Program Work.  The following components and work effort shall constitute the Customer Software Product program covered by this Agreement, wherein the existing Veritech Industrial Gases Desktop program shall be converted and customized to become a unique Customer program:

a)       Software Licenses – Veritech shall provide Customer with an unlimited distribution and use “gold key” license in the form of the customized Customer Software Product solution of the Veritech software program.  The software licenses shall be available for use by any Customer selected or approved end-user and shall have no expiration date.  Any software bug fixes performed by Veritech to its core Industrial Gases Desktop software program would also be provided to Customer and included in the Customer Software Product for two years, free of charge.  After the Customer Software Product release, any future customized upgrade work or unique program modifications desired by Customer would be performed on a paid-for-work basis, to be mutually agreed by the parties at that time.  This Customer Software Product license is being granted to Customer on an in perpetuity basis.  The software is made to run on Windows computers with any of the following operating systems:  Windows 2000, WinServer 2003, WinServer 2008, Windows XP, Windows Vista and Windows 7. 

b)       Software Development – The Veritech software program version to be provided to Customer shall have Customer custom branding and color scheme applied on the main screen and various other key software screens in the program.  Customer agrees to provide Veritech with high resolution (150dpi or better) electronic artwork of its brands, product photos and logos.  Customer grants Veritech limited rights to use its brand and trademark in a subtle display as part of a priced software upgrade option offering to users. 

The following items are included in the scope of the software work:

                                                                           i.      The artistic best efforts application of the Customer logo and branding, the Customer product photo placements, and Customer desired color schemes throughout the program body;

                                                                         ii.      The Industrial Gases Desktop Software code in the Customer “basic version” includes the following most commonly used modules:

a.       Gas Conversion

b.       Physical Properties

c.        Pricing Formulas

d.       Gaseous Storage

e.       Liquid Storage

f.         Gas Laws

g.       Unit Conversions

h.       Definitions

i.         Purity Equivalents

                                                                        iii.      The creation and inclusion of an Internet web-based window in the Customer Software Product wherein Customer can routinely publish various messages to end users, including items such as product offerings, product information, special offers and, or Customer news directly into the program.  This will also serve as a reporting tabulator mechanism to provide Customer with a count of the number of times the program is being opened by end users;

                                                                        iv.      Various weblinks throughout the program where end-users can connect to MESA’s website with one-click;

                                                                          v.      The placement of a Customer Software Product icon button on the end-users Windows desktop and in the users PC Programs Menu as quick launch features to run the program;

                                                                        vi.      The Customer Software Product program shall be in the English language;

                                                                       vii.      Creation of a Customer gold key version which will be used to provide the website download copies to end users.  The gold key will be provided to Customer in the form of a single “.msi” Microsoft installation file that will be instantly recognized by any of the approved operating systems as an executable Microsoft new program installation & setup routine.  Customer may deploy the downloadable program file on any of its web pages, or may distribute it by email, CD, USB stick or any other electronic means it chooses;

c)       Support – Veritech shall provide Customer’s end users with technical support through an email link on the Customer website and also a link built into the program.  Veritech represents that these support channels should be sufficient for proper support of new users as the program is both intuitive and simple to use.  One year of web-based Customer Software Program support by Veritech is included in the purchase price.  After year one, Customer may elect to take-over the support role, or negotiate a renewal support agreement with Veritech.

d)       Marketing – Customer shall be responsible for any marketing and promotion of the Customer Software Program.  Customer and Veritech mutually agree to allow appropriate public press release announcements covering the program effort, but such public or press releases shall be pre-approved by the other party, where such approvals shall not be unreasonably withheld. 

e)       Payments – The total cost of the program includes the license and the work described herein.  Customer agrees to provide payment to Veritech which represents acceptance of this agreement. 

f)         No Further Obligations – While it is the goal of the program to prove that the Customer Software Product program is a worthwhile and cost effective generation tool of new sales and business leads, there are no further obligations being created by this agreement on either party to conduct work beyond this agreement unless agreed to in writing by both parties. 

3.  Confidential Information.  

(a.) Confidential Information Mutually Exchanged between Veritech and Customer - The term “Confidential Information” as used herein shall mean all information and documentation including, but not limited to, any and all end user customer names, addresses, software code, website code and other information pertaining to the program and made available or disclosed between the parties, Customer and Veritech.  Any information that a party wishes to be treated as Confidential shall be marked such on the information in writing or in the accompanying correspondence provided with the material to be treated as Confidential.

(b.) Acknowledgment.  Customer and Veritech hereby acknowledge and agree that Confidential Information may be acquired through the relationship with each other in carrying out the program, and Customer and Veritech hereby specifically agree to maintain and hold in strict trust, confidence and secrecy all Confidential Information disclosed hereunder.  Customer and Veritech shall also undertake the following additional obligations with respect to receiving the Proprietary and Confidential provided by the other party:

(i.)                 To use the Proprietary and Confidential Information for the purpose of conducting the development and deployment of the Customer Software Product; and

(ii.)               Not to disclose without the other parties knowledge and permission, any portion of the Proprietary and Confidential Information to parties unrelated to the program outside of Customer and Veritech, and to limit the dissemination of the Confidential Information only to those Customer and Veritech employees who have a need to know; and

(iii.)              To return the Information, including all copies and records thereof, to each other upon conclusion of the program and this agreement.

4.  Cancellation and Termination.  This Agreement may be cancelled or terminated at any time by one of the following events: (i.) the written mutual consent of both parties, (ii.) the conclusion of the one year work and support obligations described herein, which shall expire and terminate twelve (12) months from the commencement of the delivery and acceptance of the gold key version of the Customer Software Product, unless extended by mutual written and signed agreement.

5.  Governing Law. This Agreement shall be construed in accordance with and govern by the laws of the State of Texas.

6.  Notices.  All notices required or permitted hereunder shall be sufficient if delivered by mail to the parties at the address set forth herein or at such other address as each party may designate in writing from time to time.  Any notice by mailing shall be effective the earlier of actual receipt or five (5) days after it has been deposited in the United States certified mail, return receipt requested, duly addressed and with postage prepaid.

7.  Assignment of Agreement.  This Agreement may not be assigned in-part or in-whole by either party without the written consent of the other party.

8.  Amendments and Waivers.  This Agreement may not be amended, nor may compliance with any term, covenant, agreement, condition or provision set forth herein be waived (either generally or in a particular instance and either retroactively or prospectively) unless such amendment or waiver is agreed to in writing by all parties hereto.

9.  Waiver.  No waiver of any breach of any one of the agreements terms, conditions, ore covenants of this Agreement by either party shall be deemed to imply or constitute a waiver of any other agreement, term, condition, or covenant of this Agreement.  The failure of either party to insist on strict performance of any agreement, term, condition, or covenant herein set forth, shall not constitute or be construed as a waiver of the rights of either or the other thereafter to enforce any other default of such agreement, term, condition, or covenant, neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable either party hereto to forego or subvert or otherwise disregard any other agreement, term, condition, or covenants of this Agreement.

10.  Limitations on Liability, Indemnity - Veritech shall have no liability for any special, indirect or consequential damages howsoever arising, and whether or not Veritech had been advised of the possibility of such damages or whether or not such damages were foreseeable, including any such damages resulting from the non‑delivery, delivery, design, installation, use or operation of the Veritech software, or from any defects in, failures, malfunctions, repairs, replacements or alterations thereof.  Customer shall indemnify and hold harmless Veritech, its directors, officers, employees, agents and representatives, from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorneys' fees, arising out of, connected with, or resulting from, any breach of this Agreement or the delivery, presence or use of the software except to the extent caused by the gross negligence or willful misconduct of Veritech.  Veritech’s maximum total cumulative liability to Customer under this Agreement or otherwise with respect to the software shall not exceed the total program price provided in this contract.

11.  Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof.  There are no representations, warranties, conditions, or obligations except as herein provided.  Any amendment or modification hereof must be in writing.

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