Master Software License Btwn Company & Focussoft

EXHIBIT 10.87


Focus Soft, Inc.
MASTER SOFTWARE LICENSE (#F-122)


This Master Software License Agreement (this "Agreement") is made as of the last date written below, by and between FocusSoft Inc., a corporation having a principal place of business at 304 Whittington Parkway Louisville, Kentucky 40222, USA ("FocusSoft") and Medicis, a corporation having a place of business at 4343 East Camelback Rd, Phoenix, AZ 85018 ("CUSTOMER").


GENERAL TERMS AND CONDITIONS


1. LICENSE GRANTED.


Subject to all of the limitations and conditions contained in this Agreement, FocusSoft hereby grants to CUSTOMER a non-transferable and non-exclusive license to (i) use the software system(s) (the "Software System(s)") described in the schedule(s) attached hereto (the "Software Schedule(s)") and any corrections, enhancements, updates and new versions provided by FocusSoft to CUSTOMER under this Agreement, within North America, in the ordinary business activities of CUSTOMER for its internal operations only, on the production computers specified in the Software Schedule(s) at the locations specified in the Software Schedule(s), and (ii) use the system documentation provided by Focus Soft to CUSTOMER in connection with CUSTOMER's permitted use of the Software System(s). This license does not include the right to use the Software System(s) or the system documentation to process the data of any third parties, whether any such third parties are related to CUSTOMER or not.


2. TERM.


This Agreement shall remain in effect until terminated pursuant to the provisions of this Agreement.


3. PAYMENT.


For each Software System, CUSTOMER shall pay FocusSoft or its agent or designee, license and service fees in accordance with the payment terms specified in the Software Schedule(s). CUSTOMER shall pay FocusSoft, within thirty (30) days of billing by FocusSoft, all charges for travel and out-of-pocket expenses incurred by FocusSoft, in connection with training, maintenance, implementation and support for the Software Systems(s) and, if CUSTOMER elects to continue maintenance for the Software Systems(s), for ongoing maintenance fees.


4. TAXES.


CUSTOMER shall pay all taxes or duties, fees and governmental charges, however designated, (including personal property taxes, sales taxes, use taxes and customs duties), but not including any income or corporate excise taxes accessed against Focus Soft, arising from, or based upon, the Software System(s) licensed hereunder, the license fee for the Software System(s), other amounts payable under this Agreement, any services provided under this Agreement or the operation and use of the Software Systems(s).


5. DELIVERY.


Within thirty (30) days after the date of this Agreement, or such later date specified in a Software Schedule, FocusSoft will deliver to CUSTOMER the Software System(s) and all related documentation. 2 6. MODIFICATIONS.


CUSTOMER may modify the Software Systems(s) only in order to adapt the Software Systems(s) for CUSTOMER's permitted use hereunder, provided, however, FocusSoft maintenance and support and warranty obligations set forth in Paragraphs 10 and 11 shall apply only to the unmodified Software System(s) and to corrections, enhancements, updates and new versions provided by FocusSoft relating thereto. If modifications are made by CUSTOMER that result in Focus Soft being relieved of its obligation to provide maintenance and support services, Focus Soft shall not be required to reimburse CUSTOMER for any prepaid maintenance and support.


7. WARRANTY OF TITLE.


FocusSoft represents and warrants that it is the lawful owner or licensee of the Software System(s) and has full legal power and authority to license the Software Systems(s) to CUSTOMER as provided in this Agreement.


8. OWNERSHIP, NON-DISCLOSURE AND COPIES.


(a) CUSTOMER acknowledges that the Software System(s); all source code, object code and algorithms relating thereto; all user interface screens generated by the Software System(s); all updates, upgrades modifications and enhancements thereto, provided by FocusSoft, client or third party, any copies of the foregoing, in whole or in part; as well as all copyright, patent, trade secret and other proprietary rights therein, are and shall remain the sole and exclusive confidential property of FocusSoft or Focus Soft licensor. CUSTOMER AGREES THAT IT WILL NOT DISCLOSE OR OTHERWISE MAKE AVAILABLE TO THIRD PARTIES THE SOFTWARE SYSTEMS(S) EXCEPT WHEN SUCH DISCLOSURE IS NECESSARY TO THE CUSTOMER's PERMITTED USE HEREUNDER OF THE SOFTWARE SYSTEMS(S) AND SUCH THIRD PARTY AGREES TO BE BOUND BY THE TERMS CONTAINED IN THIS PARAGRAPH 8. CUSTOMER shall hold as FocusSoft confidential property, and shall further safeguard against disclosure, all copies of the Software System(s) and all other information furnished by FocusSoft to CUSTOMER in connection with the Software System(s), including, but not limited to, all source and object code, all system documentation relating to the Software System(s), and the terms and conditions of this Agreement, in the same manner as it safeguards its own confidential property against disclosure, provided that such safeguards are at least equal to industry standards, and shall take such steps as are reasonably necessary to ensure that the provisions of this Agreement relating to confidentiality and non-disclosure are not violated by any employee, agent or other representative of CUSTOMER. CUSTOMER shall not decompile, disassemble, or reverse engineer any portion of the Software System(s). CUSTOMER shall indemnify and save FocusSoft harmless from any and all damages arising out of or in connection with a breach of this Paragraph 8, inc ...