Provide a continuation for this: SOFTWARE LICENSE AND MAINTENANCE AGREEMENT THIS SOFTWARE LICENSE AND MAINTENANCE AGREEMENT ("Agreement") is made and entered into as of this 27th day of April 2009 by and between SFG Financial Corp, a/k/a E-Path FX, a Delaware Corporation whose principal address is 575 Madison Avenue, 8th Floor, New York, NY 10022 ("Licensor"), and 551 FX IB Associates, LLC a Delaware Limited Liability Company, whose principal address is located at 575 Madison Avenue, 8th Floor, New York, NY 10022 ("Licensee"). WHEREAS, Licensor is the owner of a certain proprietary trading software known as the "E-Path FX Trading Platform", specifically, and variations thereof, along with documentation and related information, including the intellectual property rights pertaining thereto: and WHEREAS, Licensor is the owner of the computer equipment (the "Hardware") required for the operation of the Platform that is located at a single centralized location, specifically at Internap Inc,76 Ninth Avenue, New York, New York10011; and WHEREAS, Licensee desires to obtain from licensor a Non Exclusive, Non Transferrable license rights and licenses granted herein to the Platform, for purposes of implementing and marketing an over-the-counter, ("OTC") Foreign Currency Exchange Service utilizing the Platform; and WHEREAS, Licensor shall convey a Non Exclusive license to the Licensee solely for Licensee's use in the field of foreign exchange transactions only; and WHEREAS, Licensor is willing to grant such rights, licenses and options under the terms and conditions of this agreement; NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I CERTAIN DEFINITIONS For the purposes of this Agreement:
1.1 "AFFILIATE" means, in the case of any corporation, partnership, limited liability company or other business or investment entity, a different business entity or other individual that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with the business entity.
1.2 "CONFIDENTIAL INFORMATION" shall mean, all existing and future information, including but not limited to Software documentation, Software training and instruction manuals, data, reports, programs, methods, tapes, recorded notes, computer-generated data, tests, studies and other written documents, computer programs, proprietary trade secrets and know-how, Software, Intellectual Property Rights and any and all other information embodied in a tangible form relating to and disclosed to the Licensee in connection with this Agreement, including but not limited to those related to the Licensed Technology. The foregoing items referenced in the preceding sentence shall be deemed to be "confidential" within the meaning hereof when, and so long as it is not in possession of the Licensee prior to the disclosure thereof (except in the event same wrongfully obtained by, or wrongly disclosed to the Licensee); or is not then and does not become part of the public knowledge and literature through the fault of the Licensee.