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Master Software License Agreement - DLB Systems and Breast Cancer International Research Group

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                                   DLB SYSTEMS
                        MASTER SOFTWARE LICENSE AGREEMENT



                                                   Agreement Date: July 31, 1999
                                                                   -------------


         FOR AND IN CONSIDERATION of the mutual benefits accruing and expected
to accrue hereunder, DLB Systems, (a business unit of Premier Research
Worldwide, Ltd., a Delaware corporation) with principal offices at 1200 Route 22
East, Bridgewater, New Jersey 08807 (hereinafter referred to as "DLB"), and
Breast Cancer International Research Group, with principal offices in Edmonton,
Alberta Cancer (hereinafter referred to as "Licensee"), intending to be legally
bound, hereby enter into this License Agreement (the "Agreement"):

1.       PREAMBLE
         1.1      This agreement sets forth the terms and conditions under which
                  Licensee is licensed to use DLB Software (hereinafter referred
                  to as this "Agreement"). This Agreement grants to Licensee the
                  non-exclusive, non-transferable, non-assignable right to use
                  the specified Software in object code form, only on the
                  designated computer at the specified installation location, as
                  more fully set forth in the applicable Rider.
         1.2      DLB hereby provides and Licensee hereby accepts: (i) grant of
                  license for use; and (ii) delivery in object code form of the
                  DLB Software product(s) listed herein, subject to the
                  following terms and conditions.

2.       TERM OF AGREEMENT
         2.1      This Agreement shall commence on the date it has been executed
                  by DLB, and shall continue until terminated in accordance with
                  Paragraph 5, "Term of License", or Paragraph 13, "Default and
                  Termination."
         2.2      A Rider annexed to this Agreement shall identify the Software
                  being licensed.
         2.3      Effective on the execution by both parties of any Rider
                  referencing this Agreement, it and this Agreement shall
                  replace and supersede any prior licenses or agreements between
                  the parties relating to the licensing of the Software
                  specified therein. The provisions of the Rider and this
                  Agreement thereafter shall govern and control.

3.       DEFINITIONS
         3.1      "Annual Maintenance Fee" means the fee paid by Licensee which
                  entitles Licensee to receive maintenance.
         3.2      "Computer" means the actual computer on which the Software is
                  to be installed, as set forth in the applicable Rider. (The
                  Computer may also be referred to as CPU or Server.)
         3.3      "Delivery Date" means the date by which the Software shall be
                  delivered to the Installation Location.
         3.4      "Installation Location" means the physical location of the
                  Computer upon which the Software is to be installed, as set
                  forth in this Agreement.
         3.5      "License" means the non-exclusive, non-transferable,
                  non-assignable right to use the Software hereby granted by DLB
                  to Licensee in accordance with this Agreement.
         3.6      "Price List" means one or more lists published by DLB from
                  time to time which specify license fees, maintenance fees and
                  other charges made by DLB.
         3.7      "Rider" means a document executed by both parties, which
                  refers to and incorporates the general terms and conditions of
                  this Agreement and any additional terms contained therein.
         3.8      "Software" means the specific software items being licensed
                  and associated written documentation. (The Software may
                  sometimes be referred to as "Product").
         3.9      "User(s)" means a specific designated user of the Software.


4.       LICENSE AND PERMITTED USE
         4.1      Licensee hereby is granted a License to use the Software, in
                  object code form only, pursuant to the terms and conditions
                  set forth in this Agreement. The Software shall be used solely
                  for Licensee's internal business purposes by its authorized
                  personnel, subject to CPU and User restrictions, only on the
                  Computer and only at the Installation Location described in
                  the applicable Rider. Use of the Software on other additional
                  computers of Licensee requires additional fees as specified
                  below.
                  4.1.1    SINGLE USER LICENSE of RECORDER Remote: If Licensee
                           elects a Single User License of RECORDER Remote, use
                           of the Software is limited to a single site and a
                           single user working with the software on a single
                           study for its own internal data processing only.


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<PAGE>

                  4.1.2    SINGLE SITE LICENSE: If Licensee elects a Single Site
                           License, use of the Software is limited to object
                           code form on a single designated CPU and to the
                           maximum number of users actually licensed by the
                           Licensee for its own internal data processing only.
                  4.1.3    ENTERPRISE LICENSE: If Licensee elects an Enterprise
                           License, use of the Software is limited to a single
                           legal entity and its directly related divisions or
                           wholly owned subsidiaries for its own internal data
                           processing only.

         4.2      Licensee shall not copy or otherwise reproduce, or permit any
                  third party to use, copy or otherwise reproduce, all or any
                  part of the Software (including, without limitation, any user
                  and education manuals) except as expressly authorized by
                  Paragraph 4.4. Licensee further agrees not to use all or any
                  part of the Software as part of a service bureau, network or
                  time sharing facility, whether or not for monetary or other
                  compensation.
         4.3      Licensee agrees not to make alterations to or modify the
                  Software; combine or merge any part of the Software with any
                  other program; grant sub-licenses, leases or other rights in
                  or to the Software; use the Software on other than the
                  Computer at the Installation Location and in accordance with
                  the CPU and User restrictions as specified in the applicable
                  Rider; or make any use of the Software, user manuals or other
                  documentation except as expressly authorized by this
                  Agreement.
         4.4      Licensee is authorized to make and retain one copy of the
                  Software in non-printed, machine-readable form, for back-up
                  and disaster recovery purposes. All proprietary notices,
                  logos, copyright notices and similar markings shall be
                  retained on such copies.
         4.5      Nothing in this Agreement shall be construed to prohibit
                  Licensee from maintaining a reasonable number of archival
                  copies of the data generated by Licensee's use of the
                  Software. All proprietary notices, logos, copyright notices
                  and similar markings shall be retained on such copies.
         4.6      Except for those rights specifically granted herein, Licensee
                  is granted no other rights in and to the Software. The
                  Software delivered pursuant to each Rider (and all related
                  written materials), together with all copyrights, patents,
                  trademarks, trade secrets and other rights therein, are and
                  shall remain the sole property of DLB. All rights therein (and
                  in and to all related manuals, and educational and training
                  materials) including, but not limited to, intellectual
                  property rights, trade secrets, patents, trademarks and
                  copyrights, remain solely and exclusively with DLB.
         4.7      If a replacement Installation Location is in a different
                  country, Licensee may be required to sign a new Rider or
                  separate License Agreement with DLB (or its foreign
                  representative) applicable to the country where the Software
                  is installed. Such new Rider or License Agreement may be
                  subject to different terms, fees and discount rates.
         4.8      Licensee agrees not to disassemble, decompile, decode, or
                  otherwise reverse engineer or attempt to reconstruct or
                  discover any source code or underlying algorithms of the
                  Software.

5.       TERM OF LICENSE
         The License for each Product shall be effective from the date of DLB's
         acceptance of the applicable Rider to this Agreement and shall remain
         in force for a period of ninety-nine (99) years; or until Licensee
         discontinues use of the Software; or this Agreement or any License
         under it is terminated by either party; or Licensee fails to pay the
         relevant License fees when due and payable and Licensee has not cured
         such non-payment as set forth in Section 13.
<PAGE>

6.       LICENSE FEES
         6.1      Upon signing this Agreement, Licensee shall pay DLB for the
                  License, Service, Network Support Services(NSS) and
                  Maintenance Fees as set forth in the attached payment schedule
                  agreement rider. When the Software is delivered, Licensee
                  shall pay DLB the remaining ten percent of the License,
                  Service and Maintenance Fees set forth on a specific Rider.
         6.2      Additional services will be invoiced as incurred with payment
                  due net 10 days from date of invoice.
         6.3      All license fees are exclusive of shipping charges which are
                  FOB 1200 Route 22 East, Bridgewater, New Jersey and will be
                  invoiced separately.
         6.4      All license fees are payable without offset or deduction of
                  any kind.
         6.5      After ten (10) days from the date of the invoice, unpaid
                  invoices are subject to a late payment charge of one and one
                  half percent (1.5%) per month, or the highest legal rate, if
                  less.
         6.6      All amounts mentioned in this Agreement, including but not
                  limited to License Fee, Service Fees and Annual Maintenance
                  Fees, are payable in U.S. dollars. All License Fees, Annual
                  Maintenance Fees and other taxable charges referred to in this
                  Agreement and payable under any Rider are net of any
                  applicable sales, use, property and other taxes and import or
                  other duties, however designated or levied. Payment of all
                  such taxes and duties (excluding taxes assessed upon the
                  profit or gain of DLB) shall be the sole responsibility of
                  Licensee.

7.       MAINTENANCE SERVICE
         7.1      DLB hereby agrees to provide, and Licensee hereby agrees to
                  purchase, Maintenance Service as described below for a period
                  of one (1) year following execution of this Agreement.
         7.2      After the first year, Maintenance Services will be renewed
                  each year automatically for subsequent three (3) one year
                  periods at the contract price of $875,000 per year, unless the
                  Customer is no longer using the products and notifies DLB in
                  writing 90 days prior to the renewal. Payment is due and
                  payable for the three subsequent years of maintenance on the
                  anniversary date of August 30, commencing on August 30, 2000.
                  After the three year period, maintenance will



                                     Page 2
<PAGE>


                  automatically renew at contract prices plus an increase not to
                  exceed the cpi unless terminated in accordance with the
                  provisions contained herein. If payment has not been received
                  by the date due, then DLB reserves the right to suspend
                  Maintenance Services until such payment is received.

         7.3      Maintenance Service means: (1) off-site telephone support at
                  DLB's New Jersey headquarters, Monday through Friday, 8:00 am
                  to 8:00 pm EST, and off-site telephone support at DLB's UK
                  office, Monday through Friday, 9:00 am to 5:30 pm current
                  British time, excluding statutory holidays, which will be
                  initiated upon execution of this Agreement; (2) improvements
                  and application enhancements and updates (Software and
                  Documentation) to the licensed Software, which are designated
                  as such by DLB in support of operating system changes to keep
                  the licensed Software competitive in the marketplace. New
                  features, Software items or Software separately licensed by
                  DLB are not included. DLB will maintain the Software in
                  accordance with DLB's then current specifications.
         7.4      In order to be eligible for RECORDER Remote support, the site
                  must maintain a standard PC and network (hardware & software)
                  configuration as defined during the Site Implementation Phase
                  and DLB must be provided on-line access to the site for
                  trouble shooting purposes. In addition, the site must only
                  have personnel who have been certified in the utilization of
                  RECORDER Remote contacting DLB for support purposes.
         7.5      The support service for the RECORDER Remote sites will
                  include: (1) RECORDER Remote trouble shooting; (2) RECORDER
                  Remote software corrections; (3) RECORDER Remote software
                  enhancements; (4) Network connection trouble shooting; (5)
                  PC/Workstation configuration trouble shooting;
                  (6)Upload/Download assistance.
         7.6      Reasonable travel, living and out of pocket expenses incurred
                  by DLB for on-site Maintenance Services will be reimbursed to
                  DLB by Licensee.
         7.7      Maintenance Service does not include installation, education,
                  training, consulting, programming or other special services.
                  Such services may be obtained pursuant to Paragraph 15 hereof.
         7.8      Should Licensee discontinue Maintenance Service and at a later
                  date decide to reinstate Maintenance Service, Licensee will
                  pay all back maintenance due, in addition to paying the
                  current year's maintenance in advance.


8.       REPLACEMENT COMPUTERS AND ALTERNATIVE LOCATIONS
         8.1      Installation of the Software on a replacement computer within
                  the same operation system is permitted so long as the Software
                  continues to be used in accordance with the CPU and User
                  restrictions set forth in the specific Rider. If use of the
                  replacement Computer causes a change in the CPU and/or User
                  restrictions which causes the License fee to be at a higher
                  price, Licensee shall pay to DLB an additional fee based upon
                  the difference between the then current License fee for the
                  original computer and that of the replacement Computer at the
                  time of the upgrade, and any conversion charges as are stated
                  in the then current Price List.
         8.2      Licensee shall notify DLB, in writing, of the use of the
                  Software on a replacement computer no later than thirty (30)
                  days before such replacement computer comes into operation.
         8.3      DLB shall be entitled to require Licensee to confirm, in
                  writing, on each anniversary of the Delivery Date, the make,
                  model, number of users, serial number and location of the
                  computer on which the Software is currently installed and that
                  no replacement computer is or has been in operation. Licensee
                  shall permit representatives of DLB to inspect, on an annual
                  basis, any location at which the Software is being used at
                  reasonable times and on reasonable notice for the purpose of
                  verifying that Licensee is not in default of this Agreement.
         8.4      Installation of the Software on a different operation system
                  is not permitted.
         8.5      If Licensee fails to comply with its aforesaid reporting
                  obligations, and the Software is installed on a replacement
                  computer entailing a higher fee than that charged for the
                  original computer installation, then Licensee shall pay to
                  DLB, retroactive to date of such installation, the difference
                  between the two fees. In addition, the parties shall
                  immediately enter into a Rider designating the replacement
                  computer as the Computer authorized by this Agreement.
<PAGE>

9.       ADDITIONAL INSTALLATIONS
         9.1      Additional Users, Software or Computers on which the Software
                  may operate, may be licensed hereunder by execution of a
                  separate Rider and payment of the applicable amount specified
                  in the then current Price List.
         9.2      All additional License fees shall be based on the then current
                  Price List for the country of installation.

10.      WARRANTIES; LIMITATION OF LIABILITY
         10.1     DLB represents to Licensee that the Software and related
                  documentation have tangible value; and that DLB has the right
                  to license, market and distribute, maintain and support the
                  Software.
         10.2     The Warranty Period shall commence on the Delivery Date and
                  shall continue for a period of ninety (90) days ("Warranty
                  Period").
         10.3     During the Warranty Period, DLB warrants that the Software
                  provided shall function substantially as described in the DLB
                  then current published Software specifications, as modified
                  from time to time.
         10.4     DLB's sole obligation under the above warranty shall be to
                  remedy or repair, as soon as reasonably practicable, all
                  substantial and demonstrable errors and malfunctions in the
                  Software at no charge to Licensee. DLB may, at its sole
                  discretion, provide either an up-date of the affected item or
                  an alternative method which has


                                     Page 3
<PAGE>

                  substantially the same functionality. DLB's aforementioned
                  warranty obligation is conditional upon: (1) Licensee giving
                  DLB written notice of any substantial malfunction promptly and
                  in any event within the Warranty Period; (2) the said
                  malfunction being repeatedly demonstrable; and (3) no
                  unauthorized addition to or modification of the Software
                  having been undertaken by Licensee or a third party, whether
                  or not said third party is acting on behalf of Licensee.
         10.5     EXCEPT AS SPECIFIED HEREIN, NO OTHER WARRANTIES, WHETHER
                  EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
                  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                  PURPOSE, ARE MADE BY DLB.
         10.6     DLB'S SOLE RESPONSIBILITY FOR BREACH OF WARRANTY, ERROR, OR
                  OMISSIONS SHALL BE AS SET FORTH IN THIS PARAGRAPH 10. IN NO
                  EVENT WILL DLB BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR
                  ANY REASON WHATSOEVER, WHETHER IN CONTRACT OR TORT, FOR ANY
                  LOSS RESULTING FROM THE USE OF THE SOFTWARE, WHETHER INTENDED
                  OR FORESEEABLE, OR FOR ANY FORM OF INDIRECT, SPECIAL,
                  PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS, DAMAGE OR EXPENSE
                  (INCLUDING, BUT NOT LIMITED TO, LOSS DUE TO INABILITY TO
                  OBTAIN DATA, LOSS OF BUSINESS, OR LOSS OF ANTICIPATED PROFITS)
                  IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING,
                  FUNCTIONING OR USE OF ANY SOFTWARE OR PRODUCT PROVIDED UNDER
                  THIS AGREEMENT OR ANY RIDER ENTERED INTO PURSUANT TO IT, EVEN
                  IF ADVISED OF THE POSSIBILITY THEREOF.
         10.7     DLB INDEMNIFIES LICENSEE FROM LIABILITY FOR PERSONAL INJURY OR
                  PROPERTY DAMAGE CAUSED SOLELY BY DLB'S NEGLIGENCE OR WILLFUL
                  MISCONDUCT WHILE PERFORMING ITS OBLIGATIONS PURSUANT TO THIS
                  AGREEMENT ON LICENSEES PREMISES.
         10.8     EXCLUDING ANY LIABILITY FOR PATENT OR COPYRIGHT INFRINGEMENT,
                  DLB'S LIABILITY HEREUNDER SHALL NOT IN ANY EVENT EXCEED THE
                  PRICE PAID BY LICENSEE FOR THE PARTICULAR DLB SOFTWARE PRODUCT
                  INVOLVED.

11.      DLB PROPRIETARY RIGHTS
         11.1     Without DLB's prior written consent, Licensee shall not
                  transfer, in whole or in apart, in any manner, the Software,
                  Software documentation or any copy of the Software or Software
                  documentation. Licensee recognizes that, in developing the
                  Software, DLB has invested irreplaceable trade secrets and
                  methods as well as an amount of money which is difficult or
                  impossible to ascertain. Consequently, in addition to any
                  other remedy available at law or equity, Licensee consents to
                  the entry of any injunction or restraining order necessary to
                  protect the Software in case of a claimed breach of this
                  Agreement.
         11.2     Licensee acquires no right in and/or to any DLB trademarks,
                  copyrights, patents, trade secrets or any other intellectual
                  property rights belonging to DLB by virtue of entering into
                  this Agreement or any Rider. Licensee shall not make the
                  Software available for use by or for the benefit of any other
                  party, whether or not for consideration. Licensee shall take
                  all reasonable precautions to maintain the confidentiality of
                  the Software, which precautions shall be at least equivalent
                  to those precautions Licensee takes to protect its own
                  confidential information. Without limiting the generality of
                  the foregoing, Licensee shall acquire no rights in and/or to
                  any source code and shall not reverse engineer, disassemble or
                  take any other steps to discover such source code.
<PAGE>

12.     ASSIGNMENT
         Neither this Agreement nor any Rider shall be transferred or assigned,
         in whole or in part, by Licensee without the prior written consent of
         DLB. A spin-off, sale of assets, merger, acquisition or other
         transaction which involves a change of control of Licensee, or any part
         of Licensee, shall be deemed to be an assignment hereunder. Licensee
         shall notify DLB of any such transaction within five (5) business days
         after its occurrence at which time the new entity must immediately
         execute a Master Software License Agreement with DLB or cease using the
         Software.

13.       DEFAULT AND TERMINATION
         13.1     DLB may terminate this Agreement and any License or Rider
                  under it, if one or more of the following occur: (1) effective
                  immediately and without prior notice, if Licensee breaches the
                  provisions of Section 11; (2) upon thirty (30) days written
                  notice, if Licensee shall fail to pay any License fee when
                  due, but such termination shall not take effect, and the
                  respective License shall remain in full force and effect, if
                  Licensee makes such payment prior to the expiration of the
                  thirty (30) day period; (3) upon thirty (30) days written
                  notice, if Licensee is in default of any other provision of
                  this License, but such termination shall not take effect, and
                  the respective License shall remain in full force and effect,
                  if Licensee shall cure such default prior to the expiration of
                  the thirty (30) day period; or (4) Licensee enters into
                  liquidation, whether voluntary or compulsory, or has a
                  receiver appointed, or commits an act of bankruptcy, or
                  becomes insolvent, or enters into any arrangement with its
                  creditors, or takes or suffers any similar action in
                  consequence of debt, or ceases or threatens to cease to carry
                  on business.
         13.2     Termination shall be without prejudice to the right of DLB to
                  retain any fees paid before termination; to demand payment of
                  any fees or charges that are due and unpaid or not yet
                  invoiced at the effective date of termination; or to seek
                  equitable relief, damages, or both, for breach of any
                  provision hereof.



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<PAGE>

         13.3     If Licensee's right to use any Software is terminated for any
                  reason, whether with or without cause or due to the expiration
                  or non-renewal thereof, Licensee shall immediately cease using
                  such Software and delete same and all associated items from
                  its library. Further, Licensee shall return to DLB all copies
                  of materials provided by DLB in connection with the License.
                  Upon written demand from DLB, Licensee shall confirm in
                  writing to DLB that such deletion of the Software and return
                  of all materials has occurred.

14.      INDEMNIFICATION
         14.1     DLB represents that it has the right to market, distribute,
                  maintain and support the Software licensed to Licensee and,
                  subject to the remainder of this Article 14, agrees to defend
                  or settle, at its option, any action brought against Licensee
                  arising from any claim that Licensee's use of the Software
                  under the terms of this Agreement or any License or Rider
                  under the terms of this Agreement, infringes any patent,
                  copyright, trademark, trade secret or other proprietary right
                  belonging to a third party ("Third Party Claim") and to hold
                  Licensee harmless from any and all liabilities, losses, costs,
                  damages, expenses and reasonable attorney's fees that result
                  from any such Third Party Claim.
         14.2     DLB 's obligations under this Section 14 are conditioned upon:
                  (1) DLB being promptly notified in writing by Licensee of any
                  Third Party Claim; (2) Licensee giving DLB express sole
                  authority to conduct the defense of any Third Party Claim and
                  all negotiations of a settlement or compromise; (3) Licensee
                  allowing its name to be used in proceedings, as necessary; (4)
                  Licensee providing DLB with all reasonable assistance in
                  defending any Third Party Claim; and (5) the Third Party Claim
                  shall not have arisen due to unauthorized acts or misconduct
                  of Licensee or a third party, whether or not said third party
                  is acting on behalf of Licensee, including use or combination
                  of the Software with software or hardware not supplied or
                  approved by DLB.
         14.3     If the Software is the subject of a Third Party Claim, DLB may
                  at its option and expense either: (1) obtain an appropriate
                  license for Licensee to continue using the Software from the
                  party asserting the Third Party Claim; or (2) replace or
                  modify the Software (or parts thereof) that is the subject of
                  the Third Party Claim so that it is functionally equivalent
                  and no longer infringing as alleged. Except for its
                  indemnification obligations set forth above, DLB shall have no
                  further liability to Licensee.

15.      PROFESSIONAL SERVICES
         15.1     At Licensee's request and direction, DLB will assist Licensee
                  with the installation, consulting and training ("Services")
                  pursuant to one or more Professional Service work orders
                  (hereinafter "Work Order"), signed by both parties, specifying
                  the services to be rendered, charges and other relevant
                  matters. All services performed pursuant to a Work Order shall
                  be subject to the express terms and conditions as set forth in
                  this Agreement and more specifically in this Article 15 and
                  the subject Work Order. Work Orders are considered to be time
                  and materials contracts.
         15.2     DLB will expend reasonable efforts to assist Licensee in the
                  performance of the Services specified in each Work Order and
                  warrants that its services hereunder will be of professional
                  quality conforming to generally accepted industry standards.
                  In order to receive warranty remedies, deficiencies in the
                  Services must be reported to DLB in writing within thirty (30)
                  days of completion of the applicable Services.
         15.3     Ownership of a product produced under a Work Order will be the
                  property of DLB, not a "Work Made for Hire", and shall be
                  protected by Licensee in accordance with Section 11.
         15.4     Licensee shall provide DLB's employees with adequate work
                  areas, access to computer terminals, data, Software and
                  personnel, and all other facilities, as may be reasonably
                  required for performance of the Services set forth in the Work
                  Order.
         15.5     DLB shall be paid semi-monthly for Services rendered under the
                  Work Orders. Charges will be based upon the fees agreed to in
                  the Work Order and any amendments or additions, thereto which
                  have been agreed to by both parties. DLB will be reimbursed
                  for all reasonable out of pocket expenses incurred and travel
                  time, whether or not these are specifically stated on the Work
                  Order. Invoices are payable within ten (10) days of the date
                  of the invoice.
         15.6     DLB and Licensee are independent contractors and no
                  employment, agency, association, partnership, joint venture or
                  relationship inconsistent with that of an independent
                  contractor shall be created by performance of the Services
                  specified in a Work Order.
         15.7     Either party may terminate any Work Order (whether or not
                  complete) upon ten (10) days written notice, without further
                  liability. DLB shall be paid for all services rendered to the
                  date of termination.
<PAGE>

16.      NON-SOLICITATION AND HIRING OF DLB
         EMPLOYEES
         Licensee shall not directly or indirectly solicit for employment, hire
         or utilize the services of any employee, agent, representative or
         consultant of DLB during the term of this Agreement and/or any Work
         Order under it and for one year thereafter or assist any third party in
         so doing. In the event of breach of this provision, Licensee shall pay
         to DLB a sum equal to one hundred fifty percent (150%) of the annual
         compensation agreed to be paid by Licensee to such person. The
         aforementioned remedy is in addition to any other remedies available to
         DLB at law or in equity.

17.      SUB-LICENSING PROVISIONS REGARDING
         THIRD PARTY SOFTWARE
         DLB may be a Value Added Reseller (VAR) or perform similar services for
         certain Third Party providers of software, incorporating their software
         (the "Third Party Software") into DLB's Software. As such, this
         Agreement provides as follows:
         17.1     SINGLE USER LICENSE: If Licensee elects a Single User License,
                  use of the Third Party Software is




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<PAGE>


                  limited to a single site and a single user for its own
                  internal data processing only.
         17.2     SINGLE SITE LICENSE: If Licensee elects a Single Site License,
                  use of the Third Party Software is limited to object code form
                  on a single designated CPU to the maximum number of users
                  actually licensed by the Licensee for its own internal data
                  processing only.
         17.3     ENTERPRISE LICENSE: If Licensee elects an Enterprise License,
                  use of the Third Party Software is limited to a single legal
                  entity and its directly related divisions or wholly owned
                  subsidiaries for its own internal data processing only.
         17.4     SCOPE OF USE: The Third Party Software is licensed for use
                  with DLB's Software only and not for any other purpose; no
                  title is intended to pass to the Licensee, and no right is
                  granted to rent, time-share, or reproduce the Third Party
                  Software, except for temporary transfer in the event of
                  malfunction.
         17.5     NO REVERSE ENGINEERING: The Licensee agrees not to
                  disassemble, decompile, decode, or otherwise reverse engineer
                  or attempt to reconstruct or discover any source code or
                  underlying algorithms of the Third Party Software. Duplication
                  is permitted only for a single backup or archival copy.
         17.6     NO EXPORT OR RE-EXPORT: The Licensee agrees not to export or
                  re-export outside of the United States except in accordance
                  with the U.S. Export Control Act and regulations.
         17.7     NO WARRANTIES: DLB DOES NOT MAKE ANY WARRANTIES, EXPRESS OR
                  IMPLIED, ON BEHALF OF ANY THIRD PARTY PROVIDER OF SOFTWARE AND
                  DLB DISCLAIMS ALL WARRANTIES AND LIABILITIES ON BEHALF OF ANY
                  THIRD PARTY PROVIDER OF SOFTWARE INCLUDING WITHOUT LIMITATION
                  THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE.
         17.8     LIMITATION OF LIABILITY: IN NO EVENT WILL DLB HAVE ANY
                  LIABILITY, BASED ON CONTRACT, TORT OR OTHERWISE, FOR DIRECT,
                  INDIRECT, CONSEQUENTIAL, OR ANY DAMAGES ARISING FROM ANY THIRD
                  PARTY SOFTWARE WITHIN THE LICENSED APPLICATION.
         17.9     NO USE OF THIRD PARTY NAME OR TRADEMARKS: The Licensee may not
                  use the Third Party name or trademarks of any Third Party
                  provider of software without the written permission of such
                  Third Party.
         17.10    THIRD PARTY BENEFICIARY; ASSIGNMENT OF RIGHTS: The Third Party
                  provider of software shall be an intended third party
                  beneficiary of the foregoing provisions; DLB shall assign to
                  such Third Party whatever rights are necessary to assure that
                  the Third Party obtains the benefit of the foregoing
                  provisions of this Addendum.
         17.11    RETURN OF SOFTWARE, ETC: At the termination of the License the
                  Licensee will discontinue use of, and destroy or return to
                  DLB, the Software and all archival or other copies of the
                  Software.
         17.12    NO PUBLICATION: The Licensee will not publish any results of
                  benchmark tests run on the Software application programs.
         17.13    INHERENTLY DANGEROUS APPLICATION: The Software is not
                  specifically developed or licensed for use in any inherently
                  dangerous applications. The Licensee hereby agrees that the
                  Third Party shall not be liable for any claims or damages
                  arising from such use.
<PAGE>

18.      GENERAL
         18.1     Law to be Applied - This Agreement and all Riders under it
                  shall be governed by and interpreted under the laws of the
                  State of New Jersey.
         18.2     Licensee acknowledges and accepts that the role of DLB is
                  solely that of a supplier of Software and related items and
                  that it is Licensee's responsibility to determine its own data
                  processing requirements and to satisfy itself that the
                  Software meets such requirements. Furthermore, Licensee
                  recognizes it is responsible for the selection, use of and
                  results obtained from any Software or equipment used in
                  conjunction therewith.
         18.3     DLB shall use its reasonable best efforts to provide prompt,
                  correct responses to telephone inquires from Licensee. DLB,
                  however, shall have no liability for delays, errors or
                  omissions.
         18.4     DLB will use reasonable efforts to protect all Software (and
                  the tapes or other media in which they are embedded) from
                  computer viruses or other contaminants. DLB represents that,
                  to the best of its knowledge, the Software (and tapes or other
                  media in which they are embedded) provided by it do not
                  contain any viruses or programming codes or instructions that
                  are constructed to damage, interfere with or otherwise
                  adversely affect the Software.
         18.5     Publicity - The parties may collaborate on publicity,
                  advertising, brochures, literature and the like as regards
                  this Agreement and their business relationship. Prior to any
                  distribution, all such material will be approved in writing by
                  both parties.
         18.6     Notices - Notices under this Agreement, any Rider or Amendment
                  shall be deemed given one (1) day after being presented to
                  Federal Express or the equivalent for delivery to a party at
                  the addresses specified below or such new address as either
                  party shall communicate to the other party:


                  To:      Breast Cancer International Research Group
                           Edmonton, Alberta, Canada
                  ATTN:

                  To:      DLB System
                           1200 Route 22 East,
                           Bridgewater, New Jersey, 08807
                           ATTN:  Manager - Contracts



                                     Page 6
<PAGE>

         18.7     Force Majeure - No party to this Agreement or any Rider under
                  it shall be liable for delay or failure in the performance of
                  its contractual obligations arising from any one or more
                  events which are beyond its reasonable control. Upon such
                  delay or failure affecting one party, that party shall notify
                  the other party and use all reasonable endeavors to cure or
                  alleviate the cause of such delay or failure with a view to
                  resuming performance of its contractual obligations as soon as
                  practicable.
         18.8     Waiver - The failure of any party to enforce or exercise, at
                  any time or for any period of time, any term of or any right
                  arising pursuant to this Agreement or any Rider under it does
                  not constitute, and shall not be construed as, a waiver of
                  such term or right and shall in no way affect that party's
                  right to later enforce or exercise it. The waiver by either
                  party of the breach of any provision of this Agreement shall
                  not constitute a waiver of the breach of any other provision
                  or of the subsequent breach of the same or any other
                  provision.
         18.9     Severability - The invalidity or unenforceability of any term
                  of or any right arising pursuant to this Agreement or any
                  Rider shall in no way affect the remaining terms or rights.
         18.10    Binding Effect - This Agreement shall be binding upon and
                  inure to the benefit of the parties, and their heirs and
                  successors.
         18.11    Amendment - This Agreement may not be amended, waived,
                  terminated or superseded except by a written instrument signed
                  by the parties.
         18.12    Inconsistencies between the Agreement and the Rider- Unless a
                  Rider expressly provides otherwise, in the event of any
                  inconsistency between the Rider and the Agreement, the terms
                  of the Rider shall govern and control. This Agreement and the
                  Rider shall govern and control in the case of any
                  inconsistency between them and any purchase order,
                  confirmation or other document issued by either party.
         18.13    Plural and Singular Usage- As used herein, the singular of any
                  term includes the plural and the plural means the singular,
                  whenever the context so requires.
         18.14    Headings - The section headings in this Agreement are inserted
                  for convenience only and are not intended to affect the
                  meaning or interpretation of this Agreement.
         18.15    Notwithstanding the general rules of construction, both DLB
                  and Licensee acknowledge that both parties were given an equal
                  opportunity to negociate the terms and conditions contained in
                  this Agreement and agree that the identity of the drafter of
                  this Agreement is not relevant to any interpretation of the
                  terms and conditions of this Agreement.
         18.16    Entire Agreement - The entire understanding between the
                  parties is contained in this Agreement and all Riders under
                  it. This Agreement supersedes all prior statements,
                  representations, agreements, understandings and negotiations,
                  whether written or oral, and in all cases takes precedence.


DLB SYSTEMS /s/ John Bauer              Customer /s/ T. Saxton        H.Rhouri
           -------------------------             -------------------------------
                    Signature                          Signature

               CFO                               VP Finance           President
           -------------------------             -------------------------------
                    Name/Title                         Name/Title

               Sept. 25, 1999                    Aug 23/99            23 Aug 99
           -------------------------             -------------------------------
                    Date                                    Date



                                     Page 7
<PAGE>




                             MASTER SOFTWARE LICENSE
                                 AGREEMENT RIDER



                                                       Rider Date: July 31, 1999


This is a Rider to the Master Software License Agreement entered into by and
between Breast Cancer International Research Group and DLB Systems, a business
unit of Premier Research Worldwide, Ltd., dated July 31, 1999 (hereinafter the
"Agreement"). DLB hereby grants to the Licensee a non-exclusive,
non-transferable, non-assignable license to use the software listed below, as
provided by DLB and accepted by Licensee at the location listed below, in
accordance with the terms and conditions of the Agreement. In the event a
discrepancy should arise between the provisions of this Rider and those of the
Agreement, the provisions of this Rider shall apply.



TOTAL OF SOFTWARE AND FIRST YEAR MAINTENANCE, for the
                  Period 9/1/99 through 8/31/00                     $3,100,000
                                                                    ==========

         Enterprise Licenses for RECORDER, MONITOR, ALERT
         100 Single User Licenses of RECORDER Remote
         First Year Maintenance, for the period 9/1/99 through 8/31/00 -
         Enterprise licenses for RECORDER, MONITOR, ALERT First Year
         Maintenance, for the period 9/1/99 through 8/31/00 - 100 Single User
         Licenses of RECORDER Remote



3. The System shall be installed on the following equipment:

MANUFACTURER               MODEL            MEMORY MB         SYSTEM LOCATION
--------------------------------------------------------------------------------

TBD


4. SPECIAL TERMS AND CONDITIONS (These Special terms and conditions apply to
   this Rider only)

The terms of the Agreement not modified by this Rider shall remain in full force
and effect. This Rider together with the above referenced Agreement constitutes
the entire agreement of the parties and supersedes all prior understanding and
agreements, whether written or oral.



                                     Page 9
<PAGE>


By signature below, the parties agree to the foregoing:


                                                          
Accepted by:                                                  Accepted by Licensee:

DLB Systems                                                   Breast Cancer International Research Group

Signature: /s/ John Bauer                                     Signature: /s/ T. Saxton                /s/ H.Rhouri
           -----------------------------                                 -----------------------------------------

Name:  John Bauer                                             Name:  T. Saxton                            H.Rhouri
       ----------------------------------                            ---------------------------------------------

Title:  CFO                                                   Title: VP Finance                          President
        ---------------------------------------                      ---------------------------------------------






                                     Page 10
<PAGE>


                                PAYMENT SCHEDULE



                                                       Rider Date: July 31, 1999
                                                                   -------------


Payment Schedule
----------------

Due August 30, 1999                                                   $2,250,000
Due September 30, 1999                                                $  850,000




         TOTAL OF SOFTWARE & FIRST YEAR
                  MAINTENANCE, for the period 9/1/99 through 8/31/00  $3,100,000
                                                                      ==========

--------------------------------------------------------------------------------



                                     Page 11
<PAGE>
 -------------------------------------------------------------------------------

                                   ADDENDUM-1

The following Addendum shall apply to the Software License Agreement dated July
31, 1999 between DLB Systems and Breast Cancer International Research Group and
will take effect from the date of this Agreement.

                                   APPENDIX I

                          PRODUCT AND SERVICES PROVIDED


100 Single User Licenses of RECORDER Remote and First Year Maintenance, for
         the period 9/1/99 through 8/31/00                              $750,000


                                   APPENDIX II

                                PAYMENT SCHEDULE

All charges are subject to the addition of applicable taxes in accordance with
prevailing laws and rates.



                                                                                    
100 Single User Licenses of RECORDER Remote and First Year Maintenance, for             $750,000 no later than 30 days after
         the period 9/1/99 through 8/31/00                                              delivery date (see delivery schedule below)



                                  APPENDIX III

                                DELIVERY SCHEDULE

Customer will notify DLB, in writing, 30 days in advance of the required
delivery date.


For DLB Systems                             For Customer

Signature:  ______________________          Signature:  ________________________

Printed:    ______________________          Printed:      ______________________

Title:      ______________________          Title:           ___________________

Date:       ______________________          Date:           ____________________


                                    Page 12
<PAGE>


                                      -END-
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------

                                   ADDENDUM-2


The following Addendum shall apply to the Software License Agreement dated July
31, 1999 between DLB Systems and Breast Cancer International Research Group and
will take effect from the date of this Agreement.

                                   APPENDIX I

                          PRODUCT AND SERVICES PROVIDED


100 Single User Licenses of RECORDER Remote and First Year Maintenance, for
         the period 9/1/99 through 8/31/00                              $750,000



                                   APPENDIX II

                                PAYMENT SCHEDULE

All charges are subject to the addition of applicable taxes in accordance with
prevailing laws and rates.



                                                                                    
100 Single User Licenses of RECORDER Remote and First Year Maintenance, for             $750,000 no later than 30 days after
         the period 9/1/99 through 8/31/00                                              delivery date (see delivery schedule below)



                                  APPENDIX III

                                DELIVERY SCHEDULE

Customer will notify DLB, in writing, 30 days in advance of the required
delivery date.


For DLB Systems                             For Customer

Signature:  ______________________          Signature:  ________________________

Printed:    ______________________          Printed:      ______________________

Title:      ______________________          Title:           ___________________

Date:       ______________________          Date:           ____________________

                                     Page 13
<PAGE>

                                      -END-
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------

                                   ADDENDUM-3


The following Addendum shall apply to the Software License Agreement dated July
31, 1999 between DLB Systems and Breast Cancer International Research Group and
will take effect from the date of this Agreement.

                                   APPENDIX I

                          PRODUCT AND SERVICES PROVIDED


100 Single User Licenses of RECORDER Remote and First Year Maintenance, for
         the period 9/1/99 through 8/31/00                              $750,000



                                   APPENDIX II

                                PAYMENT SCHEDULE

All charges are subject to the addition of applicable taxes in accordance with
prevailing laws and rates.



                                                                                    
100 Single User Licenses of RECORDER Remote and First Year Maintenance, for             $750,000 no later than 30 days after
         the period 9/1/99 through 8/31/00                                              delivery date (see delivery schedule below)


                                  APPENDIX III

                                DELIVERY SCHEDULE

Customer will notify DLB, in writing, 30 days in advance of the required
delivery date.

 .


For DLB Systems                             For Customer

Signature:  ______________________          Signature:  ________________________

Printed:    ______________________          Printed:    ________________________

Title:      ______________________          Title:      ________________________

Date:       ______________________          Date:       ________________________

                                      -END-
--------------------------------------------------------------------------------


                                     Page 14
<PAGE>
                                    ADDENDUM


This Addendum will serve to modify the Master Software License Agreement dated
July 31, 1999 between DLB Systems and Breast Cancer International Research
Group, ltd. as follows:


                        ADDENDUM-1 is changed as follows:

                                   APPENDIX II

                                PAYMENT SCHEDULE

All charges are subject to the addition of applicable taxes in accordance with
prevailing laws and rates.

100 Single User Licenses of RECORDER Remote and First Year Maintenance,
for         $750,000 due January 25, 1999 the period 9/1/99 through 8//31/00


                                  APPENDIX III

                                DELIVERY SCHEDULE

Delivery required to Customer by November 30, 1999.


                        ADDENDUM-2 is changed as follows:

                                   APPENDIX II

                                PAYMENT SCHEDULE

All charges are subject to the addition of applicable taxes in accordance with
prevailing laws and rates.

100 Single User Licenses of RECORDER Remote and First Year Maintenance,
for       $750,000 due March 15, 2000 the period 9/1/99 through 8//31/00


                                  APPENDIX III

                                DELIVER SCHEDULE

Delivery required to Customer by November 30, 1999.





Confidential
                                     Page 2                        11/04/00

<PAGE>


For DLB Systems                                     For BCIRG

Signature:   /s/ Vincent W. Renz, Jr.               Signature:  /s/ T.W. Saxton

Printed:  Vincent W. Renz, Jr.                      Printed:  T.W. Saxton

Title:  Sr. Vice President & General Manager        Title:  V. P. Finance

Date:                                               Date:  Nov. 4, 99


Confidential
                                       Page 3                         11/04/00