UTEK Corporation® (the Company) agrees at the request of the Subscriber to permit access and use by the Subscriber to Knowledge Express® according to the following terms and conditions and to all other terms, conditions and restrictions which Knowledge Express® shall publish from time to time as described by 12 below.

1. Information received by the Subscriber from Knowledge Express® pursuant to this non-exclusive subscription and licensing agreement may be stored in memory, manipulated, analyzed, reformatted, printed and/or displayed for the Subscriber's use only. Unless separately and specifically licensed to do so in writing by an office of the Company, Subscriber agrees not to distribute any of the information received from the Company to or through any other person, organization or entity.

2. Passwords are issued for use ONLY by the individual whose name appears on the order form. Additional passwords for additional users may be purchased from the Knowledge Express® representative. The password may be assigned with the prior approval of Knowledge Express® Any unauthorized use of the password may result in immediate termination of the Subscriber Agreement without refund or pro rating of the initial fee.

3. If at any time the Subscriber should learn or suspect that the Subscriber's password has been revealed to a person not authorized to use it, the Subscriber agrees to immediately notify the company by telephone at its Pennsylvania headquarters and to confirm in writing at the above listed address within 72 hours. Upon receiving such notice, the Company will assign a new password to the Subscriber without charge. The Subscriber shall be relieved of liability for charges incurred on such passwords subsequent to Knowledge Express®'s receipt of such notice.

4. The subscriber hereby agrees to make payment upon receipt of invoice for charges incurred based on the rate schedule in effect at the time such services are used. Accounts not paid within 30 days of the date of the invoice shall be subject to 18% per annum interest on the unpaid balance (or the maximum rate allowed by law, if such rate is less than 18%). Knowledge Express® shall have the right to terminate the agreement upon written notice to Knowledge Express® Any such amended rate schedules shall be deemed accepted by the Subscriber if the services are used in any manner by the Subscriber after the effect date of such changes.

5. It is agreed that the fees stated in the rate schedule are subject to change. Knowledge Express® reserves the right to change all prices at any time and all such changes shall be effective immediately when published by the Company. Knowledge Express® will make every effort to notify Subscriber in advance to such price changes. If such changes are unacceptable, the Subscriber may terminate the agreement upon written notice to Knowledge Express® Any such amended rate schedules shall be deemed accepted by the Subscriber if the services are used in any manner by the Subscriber after the effect date of such changes.

6. Any sales tax or use tax will be payable by the Subscriber, if applicable. This agreement shall be governed by the laws of the State of Pennsylvania. The parties hereto agree that, to the extent allowed by applicable law, any claims or causes of action related to the services and/or programs contemplated by this agreement must be instituted within one (1) year from the date upon which such a claim or cause arose or was accrued or the same shall be barred by limitations pursuant to this Agreement. Any and all payments called for under the terms of this Agreement are due and payable at the Company's offices in King of Prussia, Pennsylvania. The Subscriber is solely responsible for all charges incurred against his or her password and for all charges arising from third party use. The Subscriber's use of the service will be subject to any credit limits established for the Subscriber's credit card or where direct billing is requested, by the limits of the Company.

7. Knowledge Express® reserves the right to add or withdraw databases or otherwise change the service without notice. Knowledge Express® will make every effort to notify the Subscriber before any changes are made. The subscriber may terminate the agreement, upon written notice to Knowledge Express®, if the Subscriber feels these changes are not acceptable.

8. The Subscriber shall provide all telephone and other equipment necessary to access the service and the costs of any such equipment and/or telephone connections or use, including any applicable taxes, shall be borne by the Subscriber. The Subscriber agrees to notify the Company for any such costs incurred by the Company due to use of the service by the Subscriber.

9. DISCLAIMER OR WARRANTY: This service and the information provided in connection with this service are provided "as is" without warranties as to performance or merchantability. Specifically, the company disclaims any implied warranties of fitness for a particular purpose or merchantability. The Subscriber acknowledges that the information provided in connection with the service is complied from sources which are beyond the control of the Company, and the Company disclaims any implied warranties of the accuracy of information. Though such data is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur and the Company does not warrant the accuracy of the information. The Subscriber, under this agreement, assumes the risk of errors and/or omissions in the information provided, it's translation or transmission. The Subscriber assumes full responsibility for implementing sufficient procedures and checks to satisfy the Subscriber's requirements for accuracy of the analyses of the information provided under this Agreement. The Subscriber acknowledges that no warranties, agreements or representation to the contrary, exposed, implied, including any warranty of merchantability or fitness for any particular purpose, have been made and no warranties exist except as are set forth in writing in this agreement. The Subscriber agrees that the Company shall not in any event be liable for incidental or consequential damages arising out of the use or inability to use the service for any purpose whatsoever. If there shall, not withstanding the above provisions, at any time be or arise any liability of the agreement or because of the relationship thereby established, whether due to negligence of the company or otherwise, such liability is or shall be limited to ten (10%) percent of the sums paid to the company by the subscriber under the terms of this agreement or $250.00, whichever is the greater as limited damages and not as penalty. This liability shall be complete and exclusive.

10. It is understood that neither the Company nor any of its licensers, officers, directors, employees, affiliates or agents shall be liable for any loss resulting from delays interruptions due to electronic or mechanical equipment failures, or telephone interconnect problems, or defects, or to storms, strikes, walkouts, fire, acts of God, riots, armed conflict, acts of war, or to other causes over which they have no direct control, or loss resulting form erroneous statements or error of fact, or in transmission. The Company, shall have no responsibility to provide service to the Subscriber while interruption of service due to any such cause shall continue.

11. Any Knowledge Express® database supplier shall have the right to assert or to enforce any of the provisions of this Agreement directly on its own behalf.

12. Notwithstanding any other provision of this Agreement, the customer agrees to abide by the database providers terms and conditions, as revised from time to time, as if same were fully forth herein.

13. Knowledge Express® requires 30 days written notice prior to cancellation of any monthly subscription agreements.

14. The Subscriber acknowledges that he or she has read and understands this Agreement and that it is a complete and exclusive statement of his or her agreement with Knowledge Express® This Agreement supersedes any prior agreement expressed or implied, oral or written between the Subscriber and the Company. No waiver, amendment or other variation of any provision of this Agreement shall be effective unless expressed in writing and signed by authorized representatives of both parties.