Software License & Services Agreement

TANTAU SOFTWARE INC.



SOFTWARE LICENSE AND SERVICES AGREEMENT



This Master Software License and Services Agreement (the "AGREEMENT") is executed as of the 30th day of June, 2000 (the "EFFECTIVE DATE") by and between Tantau Software, Inc. with its pr incipal place of business at 108 Wild S. Basin Road, Suite 110, Austin, Texas 78746 ("TANTAU") and Accrue Software, Inc. with its principal place of business at 48634 Milmont Drive, Fremont, CA.("CLIENT").



1. DEFINITIONS



1.1 "INFOCHARGER PRODUCT" means Tantau's InfoCharger product acquired by Client

from Tantau pursuant to the Asset Purchase Agreement, and all improvements,

enhancements and successors thereto.



1.2 LICENSED PRODUCT(s) "Licensed Product(s)" means the version of the Tantau

software program set forth on the applicable Order Form attached hereto as

part of Exhibit A in object code format, together with user guides and

manuals ("DOCUMENTATION") provided to Client by Tantau, including Updates

of such software programs and Documentation that may be provided by Tantau

to Client from time to time during the term hereof pursuant to Section 5.1



1.3 "TECHNICAL SUPPORT" means services provided by Tantau in support and/or

maintenance of Client's use of the Licensed Product(s) as further described

in Section 5 and Exhibit B below.



1.4 "UPDATES" means error corrections, bug fixes, patches and work arounds to

the Licensed Product(s).



1.5 "Asset Purchase Agreement" means the Asset Purchase Agreement between

Tantau and Client executed concurrently herewith.



2. GRANT OF LICENSE



Subject to the terms of this Agreement, Tantau grants to Client a

worldwide, royalty-free, nonexclusive license (the "LICENSE") to use,

modify, sell, distribute and sublicense the LICENSED PRODUCTS in

conjunction with the InfoCharger Product. Except as expressly set forth

herein, Client has no right to receive, use or examine any source code or

design documentation relating to the Licensed Product(s). Sublicenses by

the Client will contain substantially equivalent restrictions and

confidentiality as contained in Sections 4 and 11.1 of this agreement.

Tantau acknowledges and agrees that the term of sublicenses granted by the

Client may be perpetual.



At Tantau's written request, but no more than once annually, Client shall

furnish Tantau with a signed report (a) verifying that the Licensed

Product(s) are being used pursuant to the provisions of this Agreement.

Tantau shall furthermore have the right, but no more than once annually, to

appoint an independent outside auditor to inspect Client's facilities to

verify information contained in such report and to verify compliance with

the terms and conditions of this Agreement and the Order Form.



This license is granted for an initial period of two (2) years from the

closing date of the Asset Purchase Agreement.



3. OWNERSHIP



As between the parties, Tantau retains all title to and ownership of and

all proprietary rights with respect to the Licensed Product(s) and all

copies, portions and modifications (by whomever made) thereof. The License

does not constitute a sale of the Licensed Product(s) or any portion or

copy thereof.



4. RESTRICTIONS



Client must reproduce and include the copyright notice and any other

notices that appear on the original Program on any copies and any media

therefor. Client shall not (and shall not authorize any third party) to (a)

decompile, disassemble, or otherwise reverse engineer or attempt to

reconstruct or discover any source code or underlying ideas or algorithms

or file formats or programming or interoperability interfaces of the

Licensed Product(s) or of any files contained in the Licensed Product(s) by

any means whatsoever, (b) remove any product identification, copyright or

other notices, or (c) disseminate performance information or analysis

(including, without limitation, benchmarks) relating to the Licensed

Product(s), except as reasonably necessary in connection with the marketing

and sale of the Licensed Product in conjunction with the InfoCharger



In addition, Client is restricted from selling, distributing and using the

Licensed Product(s), herein, other than in conjunction with the InfoCharger

Product. The parties acknowledge that the InfoCharger Product may be sold

in conjunction with other products or services offered by Client or its

distributors, resellers and agents. Client may not sell or distribute the

Licensed Product(s) as a separate unit. Client may not create any

derivative works from the Licensed Product(s) other than in connection with

the integration of the Licensed Product(s) with the InfoCharger Product.



5. TECHNICAL SUPPORT (MAINTENANCE)



5.1 TECHNICAL SUPPORT. Following the expiration of the warranty period set

forth in Section 9 below, Tantau shall provide the technical support set

forth in Exhibit B for a period of 2 years from the closing date of the

Asset Purchase Agreement. Clients that are under contract with TANTAU





Software for Technical Support (Maintenance) will receive product

enhancements as made generally available as well as the error corrections

and bug fixes.



The support defined in Exhibit B will be provided to Client for a period of

2 years from the date of closing of the Asset Purchase Agreement. Client

will provide all required support and interface to their enduser. Client

will have one (1) interface to TANTAU's Customer Support organization.



5.2 Consulting and Training. Tantau shall provide consulting and training

services as mutually agreed by the parties and pursuant to mutually agreed

upon terms and conditions. All consulting services shall be rendered and

invoiced on a time-and-materials basis at a mutually agreed upon rate.



5.3 Incidental Expenses. Client shall reimburse Tantau for actual, reasonable

travel and out-of-pocket expenses incurred by Tantau in connection with

on-site services requested by Client.



6. PAYMENT PROVISIONS AND REPORTING



License fees are set forth in Exhibit A hereto and are exclusive of

shipping, taxes (including withholding taxes), duties and the like, which

shall be the responsibility of and paid by Client. If not otherwise

specified, applicable License fees are due and payable within thirty (30)

days of the closing date of the Asset Purchase Agreement. Technical Support

fees, if any, shall be payable annually in advance, thirty (30) days from

the renewal date; such fees will be those in effect at the beginning of the

appropriate period of time for which the fees are being paid. Late payments

will bear interest at the rate of 1.5% per month to cover TANTAU's costs of

collection as well as interest, or, if lower, the maximum rate allowed by

law. Clients that are under a maintenance agreement will be automatically

renewed and invoiced 30 days prior to end of maintenance year. This

maintenance automatic renewal will be for two periods of 12 months each.

Cancellation by client of this renewal must be received before the end of

the maintenance period that is under contract.



7. TERMS AND TERMINATION [NEEDS WORK]



7.1 Term. This Agreement shall become effective as of the date of closing of

the Asset Purchase Agreement. This Agreement shall automatically terminate,

and Client shall have no obligation to pay the license fee or any other

fees under this Agreement, in the event that the Asset Purchase Agreement

is terminated prior to the date of closing of the Asset Purchase Agreement.

Client shall have the right to renew this Agreement to obtain the license

rights granted under Section 2 for Tantau's most current version of the

Licensed Products for additional one (1) year periods upon the expiration

of this Agreement or any such renewal term at a license fee that shall be

no more than what Tantau charges any other customer. Tantau's obligation to

provide Technical Support as set forth in Section 5 shall automatically

renew for additional one year periods upon Client's payment of Tantau's

then-current Technical Support fees, unless cancelled by Client by

providing written notice to Tantau prior to the expiration of the

then-current Technical Support period. Either party may terminate this

Agreement in the event that other party does not cure any material breach

of any provision of this Agreement within thirty (30) days (fifteen (15)

days in the event of nonpayment) of receiving written notice of such breach

from the other party; provided, however, that upon any such termination by

Tantau, Tantau may exercise any rights and remedies provided by contract or

at law or equity in order to seek monetary compensation or damages or an

injunction for purposes of seeking to enjoin use of any license under this

Agreement for uses not permitted under this Agreement, provided further,

however, any such termination shall not modify or shorten the term of any

license granted by Tantau to Client under this Agreement.. Tantau may

terminate this Agreement by written notice to Client if Client becomes

insolvent, becomes the subject of any voluntary or involuntary proceeding

under the U.S. Bankruptcy Code or state insolvency proceeding and such

proceeding is not terminated within sixty (60) days of its commencement or

ceases to be actively engaged in business.



7.2 Effect of Termination. Upon the expiration of this Agreement, Client shall

immediately cease further distribution or sale of the Licensed Product(s)

and return or destroy all copies of the Licensed Product(s) and all

portions thereof (whether or not modified or incorporated with or into

other software) and so certify to Tantau; provided, however, that the

termination or expiration of this Agreement shall not affect any

sublicenses to the Licensed Products granted by Client in accordance with

this Agreement prior to such termination or expiration. The parties' rights

and obligations under Sections 6, 7, 8, 9, 10 and 11 shall survive the

termination of this Agreement.



8. PATENT AND COPYRIGHT INFRINGEMENT



Tantau will defend any action brought by a third party against Client to

the extent that such action is based on a claim that the Licensed

Product(s) or any part thereof used within the scope of the License granted

herein, infringe a copyright, trade secret or United States patent. Tantau

will bear the expense of such defense and pay any damages and attorneys

fees awarded by a court of competent jurisdiction to the extent

attributable to such claim, provided that: (a) Client notifies Tantau

promptly in writing of such claim, (b) Tantau has sole control of the

defense and all related settlement negotiations; and (c) Client provides

Tantau with assistance, information and authority required to perform

Tantau's obligations under this Section 8. Tantau shall have no liability

for any claim of infringement based upon (i) use of a superceded or altered

release of Licensed Product(s) (unless the alteration was made or

authorized by Tantau) if the infringement would have been avoided through

the use of a current unaltered release of the Licensed Product(s) which

Tantau provided to Client free of charge, (ii) use of the Licensed

Product(s) combined with other products, processes or materials where the

alleged infringement arises solely from such combination, or (iii) use not

in accordance with this Agreement. If the Licensed Product(s) is or in

Tantau's judgment may become the subject of any claim of intellectual

property infringement, or if a court determines that the Programs infringes

any intellectual property right then Tantau may at its option and expense

either (i) procure for Client the right under such intellectual property

right to use the Program; or (ii) replace the Program with other suitable

software: or (iii) modify the Program to make the software noninfringing;

or, if (i), (ii) and (iii) are commercially impractical, (iv) remove the

Program and refund a pro rata portion of the license fees paid by Client

for such Program, less an amount for use calculated over a five year period

using straight line depreciation. THE FOREGOING CONSTITUTES TANTAU'S SOLE

LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT AND IS IN LIEU OF ANY

WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.





9. LIMITED WARRANTY AND DISCLAIMER



Subject to the conditions and limitations on liability stated here ...