LICENSE AGREEMENT

EXECUTIVE RISK STRATEGIES, LLC D/B/A MINNESOTA PRIVACY CONSULTANTS ("MINNESOTA PRIVACY CONSULTANTS") PROVIDES ACCESS TO ITS UNIVERSAL DATA CLASSIFICATION GUIDE ("GUIDE") ONLY TO THE CUSTOMER AND THE CUSOMTER'S EMPLOYEES AND INDEPENDENT CONTRACTORS, IF APPLICABLE ("LICENSEE") SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT ("AGREEMENT").

LICENSEE SHOULD READ ALL THE TERMS OF THIS AGREEMENT CAREFULLY. LICENSEE WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THIS AGREEMENT.

IF LICENSEE AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, CLICK THE "AGREE" BUTTON INDICATED BELOW. IF LICENSEE DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, MINNESOTA PRIVACY CONSULTANTS IS UNWILLING TO GRANT LICENSEE ANY RIGHTS TO USE THE GUIDE, AND LICENSEE MUST INDICATE LICENSEE'S REJECTION OF THIS AGREEMENT BY CLICKING THE "DISAGREE" BUTTON. DO NOT ACCEPT THIS AGREEMENT IF LICENSEE IS A DIRECT OR INDIRECT COMPETITOR OF MINNESOTA PRIVACY CONSULTANTS. LICENSEE IS A COMPETITOR OF MINNESOTA PRIVACY CONSULTANTS IF LICENSEE SOLICITS OR PROVIDES PRIVACY COMPLIANCE OR CONSULTING SERVICES OR PRODUCTS TO OTHERS FOR PROFIT OR NOT-FOR-PROFIT. NOTWITHSTANDING THE FOREGOING, USING THE GUIDE INDICATES LICENSEE'S ACCEPTANCE OF THESE LICENSE TERMS.

I. LICENSE

	A	Authorized Use. Minnesota Privacy Consultants hereby grants Licensee a limited, nonexclusive, right to use the Guide only by Licensee in connection with Licensee’s business. The Guide may not be used for any other purpose. The License may not be sublicensed, assigned, commercially distributed, or shared with any third party without the prior written consent of Minnesota Privacy Consultants. Minnesota Privacy Consultants reserves all rights not expressly granted in this Agreement, and Licensee shall have no rights or interests in the Guide except as provided under this Agreement.
	B	Restrictions on Use of The Guide.  Licensee shall not: (1) copy, distribute, reproduce, rent, lend, loan, lease or sublicense any portion of the Guide; (2) translate, adapt, modify, alter, or prepare derivative works based in whole or in part on the Guide; (3) transmit the Guide over a network, by telephone, or electronically using any means; or (4) reverse engineer, decompile, disassemble or otherwise reduce the Guide to a human-perceivable form.

II. OWNERSHIP OF THE GUIDE.

All rights, title, and interest in and to the Guide and all intellectual property rights pertaining thereto are and shall remain exclusively owned by Minnesota Privacy Consultants. Licensee acknowledges and agrees that Licensee will not take any action inconsistent with such ownership. This Agreement does not grant Licensee rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Guide. If Licensee creates any derivative works in violation of this Agreement, based in whole or in part on the Guide, Minnesota Privacy Consultants shall be the lawful owner of all such derivative work(s) and any proceeds or profits derived therefrom.

III. MODIFICATION TO AND USE OF THE GUIDE.

Minnesota Privacy Consultants reserves the right at any time and for any reason to modify or discontinue any aspect or feature of the Guide, including, but not limited to, the content and/or functionality of the Guide without giving notice to the Licensee. Licensee acknowledges that the Guide contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by Minnesota Privacy Consultants. Licensee agrees to implement adequate safeguards to prevent and protect the contents of the Guide from unauthorized use or disclosure.

IV. DISCLAIMER OF WARRANTY.

Minnesota Privacy Consultants and its agents, officers, directors, employees, successors, assigns, and affiliates provide this Guide "as is with all faults" without warranty of any kind, express or implied, and expressly disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Minnesota Privacy Consultants does not provide any warranties whatsoever, including that the Guide fulfills any of Licensee's particular purposes or needs.

V. LIMITATION OF LIABILITY.

To the maximum extent permitted by applicable law and regardless of whether any remedy fails of its essential purpose, in no event shall Minnesota Privacy Consultants or its agents, officers, directors, employees, successors, assigns, or affiliates be liable to Licensee or any other person for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, any lost profits, lost time, lost savings, lost data, lost confidential or other information, or for business interruption, for any matter arising from or relating to this agreement or the services, the Guide, including, without limitation, Licensee's use, misuse, or inability to use the Guide. Minnesota Privacy Consultants shall not be liable for any unauthorized access of the Guide, including any trespass thereupon. Furthermore, Licensee agrees to limit the amount damages Licensee can recover in any action against Minnesota Privacy Consultants to the amount paid by Licensee for the Guide.

VI. TERMINATION.

	A	Minnesota Privacy Consultants may terminate this Agreement at any time and without notice if the Licensee, its employees or independent contractors, its agents, heirs, or assigns violate, or fail to prevent the violation of, the terms of this Agreement.
	B	Minnesota Privacy Consultants or Licensee may terminate this Agreement following the material breach by the other party. The termination will be effective 30 days after receipt of written notice of the breach, unless the other party cures the breach within the 30-day notice period.
	C	Licensee may terminate this Agreement without cause by written notice of termination to Minnesota Privacy Consultants. The termination will be effective 30 days after receipt of written notice.
	D	Upon termination: (1) all rights granted to Licensee under this Agreement with respect to Licensee's use of the Guide will cease; and (2) Licensee agrees to destroy or return the Guide to Minnesota Privacy Consultants at the following address: 1072 77th Avenue North, #101 Maple Grove, MN 55311

VII. MISCELLANEOUS.

	A	Entire Agreement. Licensee acknowledges that Licensee has read this Agreement, that Licensee understands the provisions of this Agreement, that Licensee agrees to be bound by the terms of this Agreement, that the provisions of this Agreement are the complete and exclusive statement of the agreement between Minnesota Privacy Consultants and Licensee, and that this Agreement supersedes and replaces all prior proposals, commitments, understandings, and agreements, oral or written, between Minnesota Privacy Consultants and Licensee relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both Minnesota Privacy Consultants and Licensee.
	B	Confidential Information. Licensee acknowledges that the Guide contains confidential and proprietary information belonging to Minnesota Privacy Consultants, including information either known by Licensee to be confidential, or designated by Minnesota Privacy Consultants as confidential ("Confidential Information"). Licensee agrees to maintain the secrecy of the contents of the Guide and implement adequate safeguards to prevent and protect the contents of the Guide from unauthorized use or disclosure. Minnesota Privacy Consultants will continue to own all right and title in its Confidential Information and no ownership rights are transferred to the Licensee by reason of the disclosure of Confidential Information to the Licensee. Minnesota Privacy Consultants and Licensee agree that a breach of this provision will cause irreparable injury and damage to the other party, and for this reason, in case of breach, this provision may be enforced by temporary and permanent injunctive relief.
	C	Bankruptcy. All rights granted under or pursuant to this Agreement are, and will be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the Bankruptcy Code.
	D	Severability. If any provision of this Agreement is held invalid or unenforceable, such determination will not effect the remaining portions of this Agreement, and the affected provisions must be interpreted and enforced to the full extent possible to carry out the intent of such provision.
	E	Non-waiver. Failure to enforce this Agreement will not be a waiver of any provision of this Agreement, and a waiver of breach will not be a waiver of any other or subsequent breach.
	F	Warranty of Authority. Minnesota Privacy Consultants and Licensee each warrant and represent that each has the full and necessary authority to enter into this Agreement and that the individual executing this Agreement on behalf of Minnesota Privacy Consultants and Licensee has full authority to bind Minnesota Privacy Consultants and Licensee, as the case may be, to all terms and conditions of this Agreement, and that Minnesota Privacy Consultants and Licensee are each fully capable of performing all terms and conditions of this Agreement.
	G	Applicable Law. This Agreement will be interpreted and enforced under the laws of the State of Minnesota, without reference to conflict of laws provisions. Licensee agree to submit to the jurisdiction of the State and Federal Courts located in Hennepin County, Minnesota, for all purposes in connection with interpretation or enforcement of this Agreement.
	H	Force Majeure. Neither party will be deemed to be in breach for failure to perform this Agreement if such failure is the result of actions reasonably beyond such party's control.
	I	Third-Party Beneficiaries. In case of a breach of this Agreement by Licensee, each of Minnesota Privacy Consultant's vendors will be considered a third-party beneficiary under this Agreement and may enforce the terms of this Agreement to the extent their rights or property are affected by such breach.
	J	Equitable Remedies and Enforcement. The Licensee acknowledges and agrees that breach of any of the obligations set forth in Paragraphs I, III, VI, and VII of this Agreement shall cause irreparable injury and shall entitle Minnesota Privacy Consultants to equitable relief or remedy. The pursuit or securing of any such equitable relief shall not prohibit or limit Minnesota Privacy Consultants to seek or obtain any other remedy provided under this Agreement or by law. If any or all of the above covenants or agreements are held to be unenforceable because of the scope or duration of such covenant or agreement or the area covered thereby, the Licensee agrees that the court making such determination shall have the power to reduce the scope, duration, and area of such covenant or agreement to the extent that allows the maximum scope, duration and area permitted by applicable law. The covenants, agreements, and remedies provided herein are in addition to, and are not to be construed as a replacement for or limited by, the rights and remedies otherwise available to Minnesota Privacy Consultants including, but not limited to, those rights and remedies contained in the Uniform Trade Secrets Act, or its state counterparts.
	K	Attorneys' Fees. In the event that Licensee fails to comply with any term of this Agreement, Licensee agrees to pay Minnesota Privacy Consultants for all costs, including without limitation, all attorneys' fees, incurred by Minnesota Privacy Consultants to enforce the terms of this Agreement.
	L	Survivorship. The provisions of Paragraphs II, III, IV, V, VI(D), and VII shall survive any expiration or termination of this Agreement.

AGREE DISAGREE