GDK SOFTWARE LEASE AGREEMENT



THIS SOFTWARE LEASE ("Lease") is made and effective [Date], by and between 
[Lessor], ("Lessor") and [Lessee] ("Lessee").



Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, 
certain tangible personal property.



NOW, THEREFORE, in consideration of the mutual covenants and promises 
hereinafter set forth, the parties hereto agree as follows:



1. Lease.

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, 
the following described SOFTWARE (the "SOFTWARE"): [SOFTWARE] .



2. Term.

The term of this Lease shall commence on [Start Date] and shall expire 
[Lease Length] months thereafter.



3. Shipping.

Lessee shall be responsible for shipping the SOFTWARE to Lessee's premises.



4. Rent and Deposit.

A. The monthly rent for the SOFTWARE shall be paid in advance in installments 
of [Installment Amount] each month, beginning on [Date of First Payment] and 
on the first day of each succeeding month throughout the term hereof, at 
[Address for Payments], or at such other place as Lessor may designate from 
time to time. Any installment payment not made by the tenth (10th) day of the 
month shall be considered overdue and in addition to Lessor's other remedies, 
Lessor may levy a late payment charge equal to one percent (1%) per month on 
any overdue amount. Rent for any partial month shall be prorated.



B. Lessee shall pay a deposit in the following amount prior to taking 
possession of the SOFTWARE: [Deposit Amount]. The deposit will be refunded 
to Lessee promptly following Lessee's performance of all obligations in this 
Lease.



5. Use.

Lessee shall use the SOFTWARE in a careful and proper manner and shall comply 
with and conform to all national, state, municipal, police and other laws, 
ordinances and regulations in any way relating to the possession, use or 
maintenance of the SOFTWARE. [Other Restrictions] 



[Warranty Options] LESSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR 
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY 
AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THAT LESSOR WARRANTS THAT LESSOR 
HAS THE RIGHT TO LEASE THE SOFTWARE, AS PROVIDED IN THIS LEASE.



7. Repairs.

Lessee, at its own cost and expense, shall keep the SOFTWARE in good repair, 
condition and working order and shall furnish any and all parts, mechanisms 
and devices required to keep the SOFTWARE in good mechanical working order.



8. Loss and Damage.

A. Lessee hereby assumes and shall bear the entire risk of loss and damage to 
the SOFTWARE from any and every cause whatsoever. No loss or damage to the 
SOFTWARE or any part thereof shall impair any obligation of Lessee under this 
Lease which shall continue in full force and effect through the term of the 
Lease.



B. In the event of loss or damage of any kind whatever to the SOFTWARE, Lessee 
shall, at Lessor's option:

(i) Place the same in good repair, condition and working order; or

(ii) Replace the same with like SOFTWARE in good repair, condition and working 
order; or

(iii) Pay to Lessor the replacement cost of the SOFTWARE.



9. Surrender.

Upon the expiration or earlier termination of this Lease, Lessee shall return 
the SOFTWARE to Lessor in good repair, condition and working order, ordinary 
wear and tear resulting from proper use thereof alone excepted, by delivering 
the SOFTWARE at Lessee's cost and expense to such place as Lessor shall specify 
within the city or county in which the same was delivered to Lessee.



10. Insurance.

Lessee shall procure and continuously maintain and pay for:


A. All risk insurance against loss of and damage to the SOFTWARE for not less 
than the full replacement value of the SOFTWARE, naming Lessor as loss payee, 
and;


B. Combined public liability and property damage insurance with limits as 
approved by Lessor, naming Lessor as additionally named insured and a loss 
payee.


The insurance shall be in such form and with such company or companies as shall 
be reasonably acceptable to Lessor, shall provide at least thirty (30) days 
advance written notice to Lessor of any cancellation, change or modification, 
and shall provide primary coverage for the protection of Lessee and Lessor 
without regard to any other coverage carried by Lessee or Lessor protecting 
against similar risks. Lessee shall provide Lessor with an original policy or 
certificate evidencing such insurance. Lessee hereby appoints Lessor as Lessee's 
attorney in fact with power and authority to do all things, including, but not 
limited to, making claims, receiving payments and endorsing documents, checks 
or drafts necessary or advisable to secure payments due under any policy of 
insurance required under this Agreement.



11. Taxes.

Lessee shall keep the SOFTWARE free and clear of all levies, liens and 
encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay and 
discharge when due all license and registration fees, assessments, sales, 
use and property taxes, gross receipts, taxes arising out of receipts from 
use or operation of the SOFTWARE, and other taxes, fees and governmental 
charges similar or dissimilar to the foregoing, together with any penalties 
or interest thereon, imposed by any state, federal or local government or 
any agency, or department thereof, upon the SOFTWARE or the purchase, use, 
operation or leasing of the SOFTWARE or otherwise in any manner with respect 
thereto and whether or not the same shall be assessed against or in the name 
of Lessor or Lessee. However, Lessee shall not be required to pay or discharge 
any such tax or assessment so long as it shall, in good faith and by 
appropriate legal proceedings, contest the validity thereof in any reasonable 
manner which will not affect or endanger the title and interest of Lessor to 
the SOFTWARE; provided, Lessee shall reimburse Lessor for any damages or 
expenses resulting from such failure to pay or discharge.



12. Lessor's Payment.

In case of failure of Lessee to procure or maintain said insurance or to pay 
fees, assessments, charges and taxes, all as specified in this Lease, Lessor 
shall have the right, but shall not be obligated, to effect such insurance, or 
pay said fees, assignments, charges and taxes, as the case may be. In that 
event, the cost thereof shall be repayable to Lessor with the next installment 
of rent, and failure to repay the same shall carry with it the same 
consequences, including interest at ten percent (10%) per annum, as failure 
to pay any installment of rent.



13. Indemnity.

Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and 
all claims, actions, suits, proceedings, costs, expenses, damages and 
liabilities, including reasonable attorney's fees and costs, arising out of, 
connected with, or resulting from Lessee's use of the SOFTWARE, including 
without limitation the manufacture, selection, delivery, possession, use, 
operation, or return of the SOFTWARE.



14. Default.

If Lessee fails to pay any rent or other amount herein provided within ten (10)
days after the same is due and payable, or if Lessee fails to observe, keep or 
perform any other provision of this Lease required to be observed, kept or 
performed by Lessee, Lessor shall have the right to exercise any one or more 
of the following remedies:



A. To declare the entire amount of rent hereunder immediately due and payable 
without notice or demand to Lessee.



B. To sue for and recover all rents, and other payments, then accrued or 
thereafter accruing.



C. To take possession of the SOFTWARE, without demand or notice, wherever same 
may be located, without any court order or other process of law. Lessee hereby 
waives any and all damages occasioned by such taking of possession.



D. To terminate this Lease.



E. To pursue any other remedy at law or in equity.



Notwithstanding any repossession or any other action which Lessor may take, 
Lessee shall be and remain liable for the full performance of all obligations 
on the part of the Lessee to be performed under this Lease. All of Lessor's 
remedies are cumulative, and may be exercised concurrently or separately.



15. Bankruptcy.

Neither this Lease nor any interest therein is assignable or transferable by 
operation of law. If any proceeding under the Bankruptcy Act, as amended, is 
commenced by or against the Lessee, or if the Lessee is adjudged insolvent, or 
if Lessee makes any assignment for the benefit of his creditors, or if a writ 
of attachment or execution is levied on the SOFTWARE and is not released or 
satisfied within ten (10) days thereafter, or if a receiver is appointed in 
any proceeding or action to which the Lessee is a party with authority to take 
possession or control of the SOFTWARE, Lessor shall have and may exercise any 
one or more of the remedies set forth in Section 14 hereof; and this Lease 
shall, at the option of the Lessor, without notice, immediately terminate and 
shall not be treated as an asset of Lessee after the exercise of said option.



16. Ownership.

The SOFTWARE is, and shall at all times be and remain, the sole and exclusive 
property of Lessor; and the Lessee shall have no right, title or interest 
therein or thereto except as expressly set forth in this Lease.



17. Additional Documents.

If Lessor shall so request, Lessee shall execute and deliver to Lessor such 
documents as Lessor shall deem necessary or desirable for purposes of 
recording or filing to protect the interest of Lessor in the SOFTWARE 
including, but not limited to a UCC financing statement.



18. Entire Agreement.

This instrument constitutes the entire agreement between the parties on the 
subject matter hereof and it shall not be amended, altered or changed except 
by a further writing signed by the parties hereto.



19. Notices.

Service of all notices under this Agreement shall be sufficient if given 
personally or mailed certified, return receipt requested, postage prepaid, 
at the address hereinafter set forth, or to such address as such party may 
provide in writing from time to time. 



If to Lessor: 



[Lessor]

[Lessor's Address] 









If to Lessee: 


[Lessee] 

[Lessee's Address]







20. Assignment.

Lessee shall not assign this Lease or its interest in the SOFTWARE without the 
prior written consent of Lessor.



21. Governing Law.

This Lease shall be construed and enforced according to laws of the State of 
[State of Governing Law].



22. Headings.

Headings used in this Lease are provided for convenience only and shall not be 
used to construe meaning or intent.



IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day 
and year first above written.





[Lessor] Signature Block [Lessee] Signature Block





[Lessor] Signature Block [Lessee] Signature Block

[Lessor] Signature Block [Lessee] Signature Block

[Lessor] Signature Block [Lessee] Signature Block

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GDK SOFTWARE LEASE AGREEMENT (cont.)
PLEASE READ THIS LEASE AGREEMENT CAREFULLY BEFORE OPENING THE
SEALEDPACKAGE. BY DOWNLOADING AND INSTALLING THE SOFTWARE
PACKAGE, YOU ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF
THE SOFTWARE LEASE AGREEMENT BELOW:
This SOFTWARE LEASE AGREEMENT is entered into, by and between Gerald Daniel Krug,
__________________________________________________(hereinafter the "Lessor"),
and___________________________________________________________located
at____________________________________________________________________(hereinafter
the "Lessee"), to lease its Software Product set forth in Exhibit A. Effective this ______day of
_______________, 20_ _ on the terms and conditions hereinafter set forth, for the consideration
stated herein.
Quantity Description
Perl script(s)_________________________________ and or Program #___ from the book "The Program Begins"
SOFTWARE LOCATION:(IF OTHER THAN ABOVE ADDRESS OF CUSTOMER)
Term of Lease 1 year
Number of Lease Payments: 1
Rental Payments payable as follows:
Lease Payment: $
Insurance Costs (if applicable) $
Applicable Rental/Use Taxes to be Billed (or are included) $
Total Payment Per Period: $
TERMS AND CONDITIONS
1. LEASE. Lessor leases to Lessee and Lessee hereby hires and takes from Lessor the personal
property consisting of certain proprietary computer software as set forth on the above lease
schedule which shall include all replacement parts, additions, upgrades and maintenance (hereinafter
referred to as the "Software"). The Software is and shall at all times be and remain the sole and
exclusive property of the Lessor and Lessee shall have no right, title or interest therein or thereto
except as to the use thereof subject to the terms and conditions of this Lease.
2. RENTALS. During and before the original term of the Lease, Lessee hereby agrees to pay rent to
Lessor in the amounts set forth above, without deduction or setoff. All payments shall be made at
the office of Lessor at ______________________________, or as otherwise directed by
Lessor in writing.
3. SECURITY DEPOSIT. Lessor shall not require Lessee to pay a security deposit.
4. LIMITED WARRANTY. Lessor makes no warranties (express, implied or statutory) with
respect to the Software and the accompanying written materials including, but not limited to, any
implied warranties of merchantability or fitness for a particular purpose. In no event will Lessor be
liable to Lessee for any direct or indirect damages including loss of profits, lost savings, loss of data,
or other special incidental or consequential damages arising out of Lessee's use of or inability to use
the Software. In no event, will Lessor's liability exceed the amount of the lease payments charged.
5. TERM AND RENEWAL. The original and non-cancelable term of this Lease shall commence
on the effective date as set forth above and shall terminate at the expiration of one (1) year. Lessee
shall have the option to renew the lease yearly, giving the Lessor a thirty (30) day renewal notice
before the expiration date.
6. SOFTWARE ACCEPTANCE. Lessee's execution of this Agreement acknowledges that all
Software set forth above was received and installed and is in good and operable condition and that
Lessor has fully and satisfactorily performed all covenants and conditions to be performed by it
under this Lease Agreement.
7. FINANCE LEASE. Lessor and Lessee agree that this Lease is a finance lease as that term is
defined in Article 2a of the Uniform Commercial Code and Lessee hereby waives any and all rights
and remedies granted to it by Sections 2a-506 through 2a-522 of the Uniform Commercial Code.
Lessee further acknowledges that this is a business and commercial lease and not intended for
household or personal use.
8. PLACE OF USE. Lessee shall keep the Software at its place of business as specified above.
Lessee covenants and agrees not to allow the use of the Software by other business’s, entities or
individuals and that said Software shall be used only on the work stations authorized by this Lease.
Lessee further covenants and agrees not to copy, rent, sublease, license, transfer, donate,
commercially exploit, reverse engineer, decompile, disassemble (or allow the same to occur) the
Software, or any part thereof.
9. USE AND RETURN OF SOFTWARE. Lessee shall exercise due and proper care in the use of
the Software. Upon expiration or termination of this Lease, Lessee, at its sole expense, shall
forthwith pack and return the Software to Lessor at _______________________________________ or
such place as may be designated by Lessor in the same condition as when received by the Lessee,
reasonable wear and tear alone excepted.
10. TAXES. Lessee shall pay all taxes and assignments (including interest, penalties, court costs and
attorneys' fees, if any) which may be levied directly or indirectly against the Software, or any interest
therein, or with respect to the ownership, possession or use thereof, whether such taxes are levied
against Lessor or Lessee. Such taxes to be paid by the Lessee shall include without limitation
property, sales, rent, lease and use taxes and any other tax measured by the gross rent payable
hereunder but shall not include net income or franchise taxes payable by the Lessor. If such taxes
are levied against the Lessor, it shall notify Lessee of such fact and the Lessor shall have the right,
but not the obligation, to pay any such taxes whether levied against the Lessor or the Lessee. In
such event, the Lessee shall reimburse the Lessor therefor within twenty (20) days from receipt of
invoice and upon the failure to make such reimbursement when due, the Lessor shall have all
remedies provided herein with respect to the nonpayment of rent hereunder.
11. INDEMNITY. Lessee shall indemnify and hold Lessor harmless of and from any and all claims,
losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits or legal
proceedings, including court costs, expenses and reasonable attorneys' fees, related to the use of the
Software, provided however that Lessor shall indemnify and hold Lessee harmless to the same
degree expressed herein from any claim that Lessee's use of the Software violates the intellectual
property rights of another.
12. TITLE. All of the Software shall remain personal property and the title thereto shall remain with
the Lessor at all times. Lessee shall keep the Software free from any and all judgments, liens and
encumbrances. Lessee shall give Lessor immediate notice of the attachment or other judicial
process, lien or encumbrance affecting the Software and shall indemnify and save Lessor harmless
of and from any loss or damage caused thereby.
13. CONFIDENTIALITY. During the course of this Agreement, either party may have or may be
provided access to the other's proprietary items or confidential information ("Confidential
Information"). Each party agrees to maintain the confidentiality of the other's Confidential
Information in accordance with this provision and any separate nondisclosure agreement that
expressly references the disclosure(s) between Lessor and Lessee. At a minimum, each party
agrees that it shall not make the other's Confidential Information available to any third party without
the written consent of the other and that title and ownership of the Confidential Information provided
by one party to the other shall remain the exclusive property of that party who has the right to
possess the Confidential Information.
14. RIGHT OF INSPECTION. Lessor, its agents and representatives shall have the right at any time
during usual business hours to inspect the Software and for that purpose to have access to the
location of the Software.
15. NON-WAIVER. Lessor's failure at any time to require strict performance from Lessee of any of
the provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict
compliance therewith or with any other provision. Waiver of any default shall not waive any other
default. Lessor's rights hereunder are cumulative and not alternative.
16. POSSESSION OF SOFTWARE. Lessor covenants to and with Lessee that Lessor is the lawful
owner of said Software and that conditioned upon Lessee's performance of the conditions herein,
Lessee shall peacefully and quietly hold and use the Software during the term of this Lease without
hindrance.
17. DEFAULT. If Lessee fails to pay any rent or other amount herein provided within five (5) days
after the same is due and payable; or if Lessee fails to observe, keep or perform any other provision
of this Lease required to be observed, kept or performed by Lessee; or if a petition is filed by or
against Lessee under the Bankruptcy Act or any amendment thereto (including a petition for
reorganization or an arrangement); or if a receiver is appointed for Lessee and its property; or if
Lessee commits an act of bankruptcy, becomes insolvent, makes an assignment for the benefit of
creditors, or offers a composition or extension of any of its indebtedness; or if Lessee, without
Lessor's prior consent, attempts to alter, modify, translate, decompile, disassemble, copy, sell,
trade, transfer, encumber, pledge, sublease or in any way dispose of the Software, then Lessor or
its agents shall have the right to exercise any one or more of the following remedies:
a. Declare the entire amount of the rent hereunder immediately due and payable without notice or
demand to Lessee.
b. To sue and recover from Lessee and amount equal to the unpaid balance of any rent or other
amounts due, or to become due, during the term of this Lease as well as reasonable attorneys'
fees and other expenses incurred by Lessor in an attempt to enforce the provisions of this
Lease.
c. To sue for and recover damages for the Lessee's default.
d. To demand and take possession of the Software without demand or notice where ever the same
may be located, with or without court order. Lessee hereby waives any and all damages
occasioned by such retaking of possession of such Software. Any said taking of possession
shall not constitute a termination of this Lease and shall not relieve Lessee of its original
obligations under this Lease unless Lessor expressly so notifies Lessee in writing.
Additionally, Lessor shall have upon default such other and further remedies and rights as may be
available at law by reason of the Lessee's default.
18. ATTORNEYS’ FEES. In the event either the Lessor or Lessee is required to retain the services
of any attorney to enforce their rights under this Lease, and the same results in legal action being
filed, then the prevailing party shall be entitled to all reasonable and necessary attorneys' fees, court
costs and disbursements.
19. ASSIGNMENTS. Neither Lessee nor Lessor shall assign any rights or obligations herein with
regard to this Lease without the written consent of the other party.
20. RISK OF LOSS. Lessee hereby assumes and shall bear the entire risk of loss, theft, damage and
destruction of the Software from any cause whatsoever and no loss, theft, damage or destruction of
the Software shall relieve Lessee of any obligations under this Lease and this Lease shall remain in
full force and effect. Lessee shall promptly notify Lessor in writing of any such loss, theft, damage
or destruction of the Software.
21. BINDING AGREEMENT. This Lease shall be binding upon the Lessee and its heirs, legal
representatives, successors and assigns and shall inure to the benefit of the Lessor, its successors,
legal representatives and assigns.
22. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE AND
EXECUTED IN ______________________ AND SHALL BE INTERPRETED AND
ENFORCED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF ___________________.
23. SEVERABILITY. If any provision hereof or any remedy herein provided for is invalid under any
applicable law, such provision shall be inapplicable and deemed omitted. However, the remaining
portions herein, including remaining default remedies, shall be given full force and effect in
accordance with the intent of this document.
24. NO OTHER AGREEMENTS. This instrument and the related Escrow Agreement dated on
______________________ contains the entire agreement between the parties hereto with respect
to the subject matter contained herein. There are no other agreements, written or unwritten, that
shall bind the parties.
Owner,Gerald Daniel Krug/Lessor    Customer,_________________________/Lessee
By:                                By:
Title:                             Title:
Exhibit A