LICENSE

PRE-RELEASE LICENSE AGREEMENT

WHEREAS, Kuali is engaged in the development of software for academic institutions
(the “Software”) that Kuali intends to make generally available, upon its release,
under the Affero General Public License version 3.0 (“AGPL”); and

WHEREAS, the parties desire that Kuali grant a limited license to Licensee, to
allow Licensee to have access to use the Software, solely for internal
purposes, prior to the Release Date (as defined herein), subject to the
restrictions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and conditions stated
herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:

1. LICENSE GRANT

1.1	Delivery and License Grant.

Kuali shall deliver the Software in source code format to Licensee.  Subject to the
restrictions in Section 1.3, Kuali hereby grants to Licensee a royalty-free,
limited, nonexclusive, nontransferable, revocable, non-sub-licensable right and
license to use and modify the Software for internal purposes only.

1.2	Kuali Ownership Rights.
Subject to the license granted in Section 1.1, as between the parties, Kuali
retains all right, title and interest in the Software, including all
intellectual property rights therein.  Kuali may at any time and its sole
discretion replace or modify the Software.  Licensee shall not remove, alter,
or obscure any proprietary notices contained on or within the Software.

1.3	Restrictions.
Licensee shall not distribute, sell, lend, license, rent, lease or transfer the
Software any third party.  Licensee shall not use the Software to provide
services for any third party. For clarity, the foregoing will not restrict
Licensee from using the Software to serve its students in connection with
Licensee’s internal operations.

2. DISCLAIMER.
THE SOFTWARE IS PROVIDED “AS-IS” AND KUALI HEREBY DISCLAIMS ALL WARRANTIES
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

3. LIMITATION OF LIABILITY.
IN NO EVENT WILL KUALI BE LIABLE TO LICENSEE FOR LOST PROFITS, LOST BUSINESS
OPPORTUNITY, LOST DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF
SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
EXEMPLARY OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT,
HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE)
OR ANY OTHER THEORY OF LIABILITY.  THE LIMITS SET FORTH IN THIS SECTION WILL
APPLY EVEN IF KUALI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE FOREGOING IS REASONABLE IN LIGHT OF THE
ROYALTY-FREE NATURE OF THE LICENSE.  KUALI’S ENTIRE LIABILITY ARISING FROM THIS
AGREEMENT WILL NOT EXCEED $100.

4. TERM, RENEWAL AND TERMINATION.

4.1	Term and Termination.
The term of this Agreement (“Term”) shall commence upon the Effective Date of
this Agreement and shall expire 30 days after the Release Date.  Either party
may terminate this Agreement at any time during the Term with 10 days’ prior
written notice.  “Release Date” means the date on which Kuali releases the
Software under AGPL.

4.2	Effect of Termination.
After the Release Date, Licensee may continue to use the Software under the
terms of AGPL as applied to the Software’s general release.  Sections 1, 2, 3,
4.2, 5 and 6 shall survive the expiration or termination of this Agreement.

5. CONFIDENTIALITY.
Licensee shall not disclose to any third party the Software or any related
documentation or materials provided by Kuali (collectively, “Confidential
Information”).  The parties understand, however, that Confidential Information
will not include any information (i) that is generally known and available in
the public domain at the time of disclosure without fault of Licensee, or (ii)
that was known to Licensee prior the Effective Date, (iii) that is hereafter
rightfully furnished to Licensee by a third party without restrictions on
disclosure and without breach of confidentiality restriction or (iv) developed
by Licensee without use of Confidential Information.  Licensee shall use its
best efforts to protect the secrecy of and avoid disclosure of Confidential
Information, which measures must include the highest degree of care that
Licensee utilizes to protect its own confidential information of a similar
nature.  Licensee shall notify Kuali in writing of any misuse or
misappropriation of Confidential Information that comes to Licensee's
attention.

6. GENERAL PROVISIONS.
This Agreement is the entire agreement between the parties on the subject
matter hereof.  No amendment or modification hereof will be valid or binding
upon the parties unless made in writing and signed by the duly authorized
representatives of both parties.  The relationship of the parties hereunder is
that of independent contractors, and this Agreement will not be construed to
imply that either party is the agent, employee, or joint venturer of the other.
In the event that any provision of this Agreement is held to be unenforceable,
this Agreement will continue in full force and effect without said provision
and will be interpreted to reflect the original intent of the parties.  This
Agreement will be governed by the laws of the State of Utah, without regard to
its conflict of laws principles.  The parties consent to the personal and
exclusive jurisdiction of courts located in Utah.  Licensee may not assign this
Agreement (by operation of law or otherwise) without the prior written consent
of Kuali, and any prohibited assignment will be null and void.  This Agreement
will be binding upon and will inure to the benefit of the parties permitted
successors and/or assignees.  Waiver by either party of a breach of any
provision of this Agreement or the failure by either party to exercise any
right hereunder will not operate or be construed as a waiver of any subsequent
breach of that right or as a waiver of any other right.