DOCUMENT SCIENCES CORP
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>4
<FILENAME>a79613ex10-14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.14


                                                                     PAGE 1 OF 5


DATE PREPARED:___________________


                          DOCUMENT SCIENCES CORPORATION
                  SOFTWARE LICENSE & SOFTWARE SUPPORT AGREEMENT


SHIP TO:                                  BILL TO:

CUSTOMER: ___________________________     CUSTOMER: ___________________________

ATTENTION: __________________________     ATTENTION: __________________________

TITLE: ______________________________     TITLE: ______________________________

DEPARTMENT: _________________________     DEPARTMENT: _________________________

ADDRESS: ____________________________     ADDRESS: ____________________________

CITY: ______________  STATE: ________     CITY: ______________  STATE: ________

ZIP: ________  COUNTRY: _____________     ZIP: ________  COUNTRY: _____________

PHONE: ____________  FAX: ___________     PHONE: ____________  FAX: ___________

E-MAIL ADDRESS: _____________________     E-MAIL ADDRESS: _____________________

                                SOFTWARE SCHEDULE

SECTION 1: - LICENSED SOFTWARE

<TABLE>
<S>               <C>           <C>                   <C>           <C>                      <C>
Software          Platform      Operating System      Quantity      Initial License Fee      Annual License Fee*
--------          --------      ----------------      --------      -------------------      -------------------
</TABLE>

PRICE QUOTE GOOD FOR 30 DAYS

* Beginning first year of Licensed Software usage.

TRAINING AND INSTALLATION ARE NOT INCLUDED IN THE PRICE LISTED ABOVE.

SECTION 2 - HOST COMPUTER SYSTEM

The Licensed Software listed herein is licensed for use only on the following
CPU host computer system.

Model      Operating System         Serial Number             Location
-----      ----------------         -------------             --------


THE INDIVIDUALS SIGNING BELOW ARE DULY AUTHORIZED REPRESENTATIVES OF EACH PARTY
AND VIA SIGNATURE AGREE THAT EACH PARTY WILL BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL
EXECUTED BY CUSTOMER AND ACCEPTED BY AN AUTHORIZED HEADQUARTERS REPRESENTATIVE
OF DOCUMENT SCIENCES CORPORATION.

Executed:                               Accepted:

                                        DOCUMENT SCIENCES CORPORATION

Signature: ________________________     Signature: ________________________

Printed Name: _____________________     Printed Name: _____________________

Title: ____________________________     Title: ____________________________

Date: _____________________________     Date: _____________________________

<PAGE>

                                                                     PAGE 2 OF 5


                  SOFTWARE LICENSE GRANT, TERMS AND CONDITIONS

This Agreement is made and entered into between DOCUMENT SCIENCES CORPORATION
("Document Sciences"), a corporation, with its principal place of business at
6339 PASEO DEL LAGO; CARLSBAD, CA 92009 and ("Customer"), a corporation, with
its principal place of business at (address).

1.  LICENSED SOFTWARE

The term "Licensed Software" shall mean any or all of the object code for the
Document Sciences Licensed Software Products listed in the Software Schedule(s)
attached hereto, support documentation and other related material delivered to
Customer under this Agreement.

2.  LICENSE GRANT

a.  Subject to the payment of the Initial License Fee(s) and Annual License
    Fee(s) set forth on the Software Schedule(s) and Addendums thereto, and
    subject to the terms and conditions of this Agreement, Document Sciences
    grants to the Customer a non-transferable, non-assignable (by operation of
    law or otherwise), non-exclusive license to use the Licensed Software solely
    for Customer's own internal business purposes on the size, type, and number
    of central processing units ("CPU") specified on the Software Schedule(s).

b.  Customer expressly acknowledges and agrees that Software Schedule(s) shall
    be required for all CPU's on which Customer uses the Licensed Software.
    Customer may license additional Licensed Software for operation on
    additional CPU's at Document Sciences' then-current charges and subject to
    Document Sciences' then prevailing terms and conditions, by and through
    Customer's execution of and Document Sciences' acceptance of Software
    Schedule(s) which shall become effective upon such acceptance.

c.  Title and full ownership rights to the Licensed Software and any copies
    thereof, shall at all times reside exclusively with Document Sciences and/or
    its licensors.

3.  PAYMENT

Following the Customer's receipt of the Licensed Software, Document Sciences
shall invoice the Customer per the Payment Terms listed on the Software
Schedule(s) for the amount owed under this Agreement. All invoices are payable
upon receipt and are considered delinquent if not paid within thirty (30) days.
Amounts not paid when due shall bear interest at the rate of 1% per month (12%
per annum) until the overdue amount plus interest is paid in full. License keys
will be issued for an initial period of ninety (90) days and will be extended as
soon as the first payment is received.

4.  REDESIGNATION OF HOST COMPUTER SYSTEM

If Customer desires to transfer use of the Licensed Software, either temporarily
or permanently, to a different CPU, or if Customer desires to change the CPU's
physical location, Customer shall notify Document Sciences in writing at least
sixty (60) days prior to such proposed transfer or relocation and specifically
designate the new CPU and/or location. In the event that such prior notice is
not possible when the CPU becomes inoperative due to malfunction, Customer may
temporarily transfer use of the Licensed Software to a back-up system and
promptly notify Document Sciences in writing of such transfer. With respect to
any transfer of the Licensed Software to a new CPU and/or location, Customer:
(a) assumes full responsibility for all operational changes thereto and (b)
shall bear all costs associated with such transfer and/or relocation, including
but not limited to, any and all additional Initial License Fee(s) and Annual
License Fee(s) which may be payable to Document Sciences in accordance with
Document Sciences' then-current charges.

5.  CUSTOMER'S RESPONSIBILITIES

In addition to the other obligations set forth in this Agreement, Customer
shall: (a) be solely responsible for and bear all costs associated with
determining and maintaining the configuration and operation of the CPU and all
associated operating system software and (b) install and operate the Licensed
Software on the CPU in accordance with this Agreement and Document Sciences'
support documentation.

6.  CONFIDENTIALITY

Customer acknowledges that the Licensed Software contains confidential
information of Document Sciences and its licensors. Customer agrees to disclose
such confidential information only to its employees and consultants having a
clear need for such information to enable Customer to exercise its rights under
this Agreement. This obligation shall not apply to any portion of the
confidential information to the extent that it: (a) is or becomes part of the
public domain through no fault of Customer or its employees or consultants (b)
was rightfully communicated to Customer free of any obligation of confidence
subsequent to the time of receipt, (c) was developed by Customer independently
of and without reference to the confidential information, (d) is communicated by
Document Sciences to a third party free of any obligation of confidence, or (e)
is more than five (5) years after termination of this Agreement.

<PAGE>

                                                                     PAGE 3 OF 5


7.  COPYING RESTRICTIONS

Customer may copy the Licensed Software, in whole or in part, only for backup,
disaster recovery testing or archive purposes consistent with the license grant
in Paragraph 2. Each copy shall include in readable format any and all
confidential, proprietary, and copyright notices or markings contained on the
original provided by Document Sciences.

8.  UNAUTHORIZED USE AND CUSTOMER COMPLIANCE

Customer agrees to use all reasonable efforts to ensure that persons employed by
Customer or under Customer's direction and control (including consultants) abide
by the terms and conditions of this Agreement including, without limitation, not
knowingly permitting anyone to use any portion of the Licensed Software for the
purpose of deriving its source code. In the event the Customer becomes aware
that the Licensed Software is being used by such persons in a manner not
authorized by this Agreement, Customer shall immediately use all reasonable
efforts to have such unauthorized use of such Licensed Software immediately
cease and shall immediately notify Document Sciences in writing of the
unauthorized use.

9.  THIRD PARTY SOFTWARE

The Licensed Software is protected by Copyright and other proprietary rights of
Document Sciences and/or its licensors from which Document Sciences may
sublicense source code for inclusion in Document Sciences Licensed Software.
Customer may be held directly responsible by such third party licensor for acts
relating to the Licensed Software that are not authorized by this Agreement.

10. TERM OF LICENSE AGREEMENT AND RENEWAL OF LICENSE AGREEMENT

The term of the Agreement shall be twelve (12) months commencing on the date
Document Sciences accepts this Agreement and shall be subject to automatic
renewal at Document Sciences' then current Annual License Fee(s) applicable to
the Licensed Software for additional one year terms unless either party notifies
the other of cancellation at least thirty (30) days prior to the end of an
annual term. The Annual License Fee(s) shall be due and payable in full on the
first day of such one-year term.

11. SOFTWARE SUPPORT

a.  Subject to the payment of the Annual License Fee(s) set forth on the
    Software Schedule(s), and all other applicable fees, if any, and subject to
    the terms and conditions of this Agreement, Document Sciences will provide
    the following Software Support:

    1.  Document Sciences sending to Customer from time to time, if and when
        available, Licensed Software releases the purpose of which is to
        maintain compatibility with the then current supported host environment
        or to provide Customer with Licensed Software that is free from or
        avoids a material non-conformity. New versions of the Licensed Software
        that contain changes to the source code which add functionality, enhance
        functionality or increase throughput are subject to a separate license
        fee and will be added to this Agreement via Software Schedule(s).

    2.  The provision by Document Sciences of a Customer Support Center Hot-Line
        number for the resolution of user problems and questions relating to the
        Licensed Software. The Customer Support Center shall be available for
        live communication during normal business hours, Monday through Friday.
        For the remaining periods, Document Sciences shall provide a telephone
        message-recording device that will record Customer's reports.

        Document Sciences, in its sole discretion, reserves the right to
        determine if Software Support requests from Customer are outside of the
        scope of this Agreement, to decline such Software Support requests and
        refer Customer to the Training and/or Professional Services Departments.

    3.  The ability for Customer to register Licensed Software problems via
        phone, fax or e-mail.

    4.  Document Sciences will use reasonable efforts to resolve coding errors
        or provide workarounds or patches, provided Customer reports problems in
        a manner specified by Document Sciences. Document Sciences does not,
        however, guarantee the correction of any Licensed Software problem.

b.  The implementation of all Licensed Software maintenance releases is
    mandatory and the previous release of Licensed Software will only be
    supported for six (6) months following the general availability of the
    current release as determined by Document Sciences. If Customer fails to
    implement the most current maintenance release of the Licensed Software
    product for any reason whatsoever within this six (6) month time frame,
    Document Sciences may discontinue providing Software Support for any
    affected Licensed Software product without further liability to Customer.

c.  Title and full ownership rights to the Licensed Software, releases, upgrades
    or patches and any copies thereof, shall at all times reside exclusively
    with Document Sciences and/or its licensors.

<PAGE>

                                                                     PAGE 4 OF 5


d.  Document Sciences reserves the right to discontinue Software Support for any
    Licensed Software product at any time after the first anniversary of this
    Agreement. Document Sciences shall give the Customer at least thirty (30)
    days prior written notice of the effective date of such discontinuance and
    shall reimburse Customer the pro rata portion of any prepaid Annual License
    Fee(s) for Software Support provided that Customer is in full compliance
    with the terms of this Agreement.

12. TERMINATION OF AGREEMENT

a.  This Agreement shall terminate immediately: (i) upon expiration of its
    annual term, with written notification or non-payment of Annual License
    Fee(s) (see Paragraph 10 above); (ii) if, upon expiration of thirty (30)
    days from the date of written notice by Document Sciences of a material
    curable default under this Agreement is sent to Customer, such default has
    not been cured; (iii) immediately upon notice in the event of a material
    default which by its nature cannot be cured; (iv) if Document Sciences
    elects to accept return of the Licensed Software under Paragraphs 12 or 13
    of this Agreement; or (v) to the extent permitted by applicable law, if
    Customer enters into any composition or arrangement with or for the benefit
    of its creditors, becomes bankrupt has a receiver and/or manager appointed
    to manage its assets, or goes into liquidation, voluntarily or under
    supervision.

b.  Following termination Customer shall: (i) promptly discontinue use of the
    Licensed Software and shall either deliver to Document Sciences and/or
    destroy all Licensed Software and related materials furnished by Document
    Sciences, together with all copies of the Licensed Software (including
    erasing Licensed Software from memory or data storage apparatus under the
    control of Customer) and (ii) submit in writing to Document Sciences within
    thirty (30) days of termination that the Licensed Software, related
    materials and all copies thereof have been either returned to Document
    Sciences and/or destroyed and erased from such memory and/or data storage
    apparatus.

c.  The obligations of Customer under Paragraph 6 relating to confidential
    information shall survive termination of this Agreement.

                               GENERAL PROVISIONS

13. WARRANTY AND DISCLAIMER

a.  Document Sciences warrants the physical media on which the Licensed Software
    is embedded or resident will be free from material defects for a period of
    thirty (30) days from the date of delivery to Customer. Document Sciences
    shall replace the physical media on which the Licensed Software is resident,
    or incomplete or illegible documentation upon receipt of notification of
    defect. Customer's sole remedy shall be for Document Sciences to replace the
    defective media.

b.  Document Sciences warrants that for a period of ninety (90) days from the
    date of delivery to Customer of the Licensed Software, the Licensed Software
    will perform in material conformity with its published Document Sciences
    specifications. Document Sciences does not, however, warrant that the
    operation of the Licensed Software will be uninterrupted or error-free.
    Customer must notify Document Sciences in writing of such material
    non-conformity within the ninety (90) day warranty period.

    Document Sciences, at its option, may either provide Customer with Licensed
    Software that is free from, or a workaround that avoids, the material
    non-conformity; or accept return of the Licensed Software and refund the
    Customer the license fees paid for such Licensed Software. Document Sciences
    shall provide the replacement Licensed Software or workaround; or refund the
    license fees within a reasonable time after receiving the notice of a
    material non-conformity from Customer. If Document Sciences does not, within
    a reasonable time after notification, provide the replacement Licensed
    Software or workaround, the Customer's sole remedy shall be to rescind this
    Agreement.

c.  THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY EXPRESS
    WARRANTIES. DOCUMENT SCIENCES DISCLAIMS THE IMPLIED WARRANTIES OF
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DOCUMENT SCIENCES
    DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER
    THAN DOCUMENT SCIENCES INCLUDING, BUT NOT LIMITED TO, DISTRIBUTORS OF ANY
    DOCUMENT SCIENCES LICENSED SOFTWARE.

d.  The express warranties set forth above shall be void if Customer fails to
    properly use the Licensed Software in the appropriate environment as
    specified in the support documentation.

14. PATENT AND COPYRIGHT INDEMNIFICATION

Document Sciences will defend Customer from and pay any ultimate judgment for
infringement by the Licensed Software of any patent, trade secret or copyright
in the United States. Customer agrees to promptly notify Document Sciences in
writing of any alleged infringement, allow Document Sciences to defend against
the alleged infringement and cooperate with Document Sciences in its defense of
such allegation. Document Sciences is not responsible for any non-Document
Sciences litigation expenses unless Document Sciences agrees to them in writing.

<PAGE>

                                                                     PAGE 5 OF 5


To avoid infringement, even if not alleged, Document Sciences may at its option,
and at no charge to Customer, choose one or more of the following: (i) obtain a
license of the infringing software for Customer's use from the party claiming
infringement; (ii) modify the existing Licensed Software so that it does not
contain the infringing software; (iii) substitute an equivalent of the Licensed
Software which does not contain the infringing software; or (iv) remove the
Licensed Software. If the Licensed Software is removed by Document Sciences for
this reason, a pro rata portion of any prepaid Initial License Fee(s) or Annual
License Fee(s) will be refunded to Customer.

Document Sciences is not liable for any infringement due to the Licensed
Software being made or modified by parties other than Document Sciences, or
being used or sold in combination with other software, equipment or supplies not
provided by Document Sciences. DOCUMENT SCIENCES HAS NO OTHER EXPRESS OR IMPLIED
WARRANTY OF NONINFRINGEMENT OR LIABILITY FOR INFRINGEMENT OR ANY DAMAGES
THEREFROM.

15. LIMITATION OF LIABILITY

EXCEPT AS TO INDEMNIFIED MATTERS UNDER 14 ABOVE, IN NO EVENT SHALL DOCUMENT
SCIENCES BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
IN ADDITION, DOCUMENT SCIENCES' LIABILITY TO CUSTOMER FOR DIRECT DAMAGES SHALL
IN NO EVENT EXCEED THE TOTAL AMOUNT OF MONEY ACTUALLY PAID BY CUSTOMER TO
DOCUMENT SCIENCES UNDER THIS AGREEMENT.

16. MISCELLANEOUS

a.  No delay or failure of Document Sciences to exercise any right or remedy
    will operate as a waiver of such right or remedy.

b.  This Agreement shall be construed in accordance with and be governed by the
    laws of the State of California.

c.  Any notice given under this Agreement shall be in writing and sent by
    prepaid registered mail or certified airmail, or commercial courier service,
    return receipt requested. All such notices shall be deemed to have been
    given when received, addressed in the manner indicated below or at such
    other addresses as the parties may from time to time notify each other of.

    Notice to Customer:                 Notice to Document Sciences:
    ___________________________
    ___________________________         Document Sciences Corporation
    ___________________________         6339 Paseo del Lago
    ___________________________         Carlsbad, CA 92009

d.  This Agreement is the entire agreement between Customer and Document
    Sciences pertaining to the Licensed Software and supersedes all proposals or
    prior and contemporaneous agreements or understandings of Customer and
    Document Sciences regarding the Licensed Software. CUSTOMER AGREES THAT ANY
    TERMS AND CONDITIONS CONTAINED IN ANY CUSTOMER PURCHASE ORDER OR OTHER
    ORDERING DOCUMENT SHALL HAVE NO BINDING EFFECT ON DOCUMENT SCIENCES AND WILL
    NOT MODIFY THIS AGREEMENT IN ANY WAY. Modification of this Agreement shall
    not be valid unless in writing and signed by duly authorized representative
    of both parties.

e.  This Agreement may be executed in two or more counterparts, each of which
    when so executed and delivered, shall constitute a single agreement.

f.  If any provision of this Agreement is held invalid, such invalidity shall
    not affect the validity or enforceability of the other provisions of this
    Agreement or of the Agreement as a whole.

g.  Customer shall be responsible for the payment of any and all taxes on the
    Initial License Fee(s) and Annual License Fee(s), other than taxes based on
    Document Sciences' net income or Document Sciences' business privilege
    taxes.

h.  The headings and titles of the Articles and Sections of this Agreement are
    inserted for convenience only and shall not affect the construction or
    interpretation of any provision.



</TEXT>
</DOCUMENT>
