SAMPLE SOFTWARE LICENSE AGREEMENT

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- 1 - SAMPLE SOFTWARE LICENSE AGREEMENT (Review Copy) THIS AGREEMENT is entered into as of XXXX ("Effective Date") by and between NIELSEN ENGINEERING & RESEARCH, INC. (NEAR), with offices at 605 Ellis Street, Suite 200, Mountain View, California 94043-2241 ("LICENSOR") and COMPANY NAME and ADDRESS ("LICENSEE"). WHEREAS, Licensee wishes to LICENSE SOFTWARE for the purpose of xxxxxxxxx and NEAR desires to LICENSE this SOFTWARE to licensee. NOW THEREFORE, the parties hereto agree as follows: 1. GRANT OF LICENSE Subject to the terms and conditions of the AGREEMENT , NEAR grants to Licensee a non-exclusive, non-transferable LICENSE to use the SOFTWARE identified in Exhibit A (the "Licensed Programs") for the purpose of xxxxxxxxxxxxxxxxxxxxxxxx.

This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.

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