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HomeMy WebLinkAbout2007 Keystone Annual Maintenance Software AgreementKEYSTONE ANNUAL MAINTENANCE AGREEMENT FOR DOC E SERVE TM SOFTWARE 1. PARTIES This Annual Maintenance Agreement ("Agreement") is entered into by and between Keystone Consulting Services, Inc. (a division of A.E. Boyce & Co., Inc. an Indiana corporation), with its principal place of business at 9401 Innovation Drive, Suite 400, Daleville, IN 47334 ("Licensor"), and Ci of Jeffersonville Sewage Department with its principal place of business at 500 Quartermaster Ct, Suite 300 Jeffersonville Indiana 47130("Licensee"). 2. SCOPE OF AGREEMENT The terms and conditions of this Agreement cover maintenance services to be provided by licensor with respect to certain software known as Doc E Serve TM software licensed under a separate sublicense agreement between Licensor and Licensee. 3. DEFINITIONS a. Effective Date. The Effective Date of this Agreement is sixty (60) days after the date of installation of the Licensed Program(s) or the date specified in Schedule A, which is attached and made a part of this Agreement, whichever is later. b. Errors. Failure of the Licensed Program(s) to perform one or more Functionalities, as that term is defined identified in the License Agreement. c. License Agreement. The sublicense agreement entered into for the Licensed Programs by and .between Licensor and Licensee, dated July 17, 2007. The License Agreement is incorporated into and made a part of this Agreement. d. Licensed Program(s). The Doc e Serve software program(s) licensed by Licensee from Licensor under the License Agreement and has the same meaning as defined in the License Agreement. e. Maintenance Period. A period of twelve (12) consecutive months commencing on the Effective Date of this Agreement, or the anniversary thereof. f. Minimum Support Period. An initial period of 12 consecutive months commencing on the Effective Date of this Agreement. g. Manufacturer. Manufacturer means AIG Technology, Inc. and its licensors and their successors in interest. Licensor is an authorized distributor of the Licensed Program(s). h. Support End Date. A date established by Licensor after which Support Service for a specific Software Product is no longer available. i. Support Service. The software maintenance and support services to be provided by Licensor under this Agreement as further described in paragraph 6, below. BO~/C@ • Boyce Systems • Keystone Software • Komputrol Software j. Updates. Updates, error corrections, modifications, enhancements or versions to or of the Licensed Program(s) provided to Licensee under this Agreement. k. Other defined terms. Definitions in License Agreement shall apply to this Agreement unless plainly inconsistent. 4. TERM AND TERMINATION a. Term. The term of this Agreement will begin on the Effective Date and, unless earlier terminated under the provisions of this Agreement, shall continue during the initial 12- month Maintenance Period. In addition, the Agreement shall automatically be renewed for successive Maintenance Periods thereafter unless earlier terminated in accordance with the provisions of this Agreement. b. Termination. Except as otherwise specifically provided herein, i. Termination on Notice. (a) Either party may terminate this Agreement as of the end of any Maintenance Period by giving written notice to the other, such notice to be given by Licensor not less than sixty (60) days before the end of the Maintenance Period. (b) Licensee may terminate this Agreement as to any specific Licensed Program before the end of the Maintenance Period with a minimum of thirty (30) days advance written notice to Licensor, provided such termination date is after the end of the Minimum Support Period with respect to such Licensed Program(s). ii. Termination for Default (a) Either party may terminate this Agreement if the other party defaults in the performance of any of its obligations hereunder or under the License Agreement. (b) "Default" shall be defined as: (a) breach of any material term of this Agreement, including but not limited to, the failure of Licensee timely to pay Licensor fees or charges owed; or (b) breach of any material term or condition of the License Agreement; or (c) Licensee being declared a user not in good standing by Licensor. Licensor shall have the sole right to declare Licensee a user not in good standing for just cause, which shall include but not be limited to the following: abuse or misuse of the Licensed Program(s), related materials, Support Services or Licensor staff; and/or failure to obtain appropriate training for Licensee staff. (c) In the event of a default by either party, including that Licensor elects to declare Licensee a user not in good standing, then the party declaring the default shall give the other written notice of such declaration. The party receiving a declaration of default shall then have ten (10) days after receipt of such notice to cure the declared default, except for events of default for which the License Agreement or this Agreement provides for immediate or Doc-E-Serve Maintenance Agreement -Page 2 automatic termination. Failure to cure a default within the applicable 10-day time limit. shall give the party not in default the sole right and power to terminate this Agreement without further notice. iii. License Termination. This. Agreement shall terminate automatically upon termination of the License Agreement. iv. Termination of Suppot~t. Licensor may terminate Support Service under this Agreement at any time effective as of a Support End Date. 5. REMEDIES. If Licensee fails to pay any amount owed to Licensor under this Agreement or otherwise breaches this Agreement and Licensor terminates this Agreement as provided in paragraph 4(c)(ii), it is agreed that in addition to any other appropriate remedies, any payments made to Licensor prior to termination shall be retained as liquidated damages. Furthermore, Licensee shall be responsible for Licensor's reasonable attorney's fees and court costs if Licensor successfully prosecutes an action against Licensee. 6. SUPPORT SERVICES a. Error Correction. Licensor shall attempt to correct documented Errors in the Licensed Program(s) when such Errors are reported to Licensor and can be repeated by Licensor on its equipment. If a reported Error causes a Licensed Program to be inoperable or if Licensee's notice to Licensor states that such Error is substantial and material with respect to Licensee's use of the Licensed Program(s), Licensor shall, as expeditiously as possible, use its best efforts to correct such Error, or to provide a software patch or bypass around such Error. However, under no circumstances does Licensor warrant or represent that all Errors can or will be corrected. Licensor shall not be responsible for Errors, problems or defects in the Licensed Program(s) caused by negligence, operator error, power failure, computer hardware failure, or Licensee's failure to use the Licensed Program(s) only with approved operating systems and equipment as specified in the License Agreement. Further, Licensor reserves the right to separately charge the Licensee for any on-site service call or telephone support service call made in response to any such problems. If Licensee reports an Error to Licensor, Licensee shall give Licensor reasonable access to the hardware and equipment, the Licensed Program(s) and all relevant documentation and records, and shall provide such reasonable assistance as Licensor may request, including sample output and other diagnostic information, in order to assist Licensor in .providing Support Service. b. Updates. Licensor shall provide Licensee; at no additional cost, any Updates for the Licensed Program(s) under maintenance when such Updates are developed or published by Manufacturer or Licensor and made generally available to other licensees of the Licensed Program(s) at no additional cost. Any other Updates developed or published by Manufacturer or Licensor will be offered to Licensee at Licensor's then current published rates. All Updates shall become part of the Licensed Program(s) and Licensor and/or Manufacturer .shall be free to license others with respect thereto. Determination of whether an Update will be made available at no additional cost or will be made available only for an additional cost is the sole and exclusive right of Licensor and/or Manufacturer. Updates shall be installed by Licensor at Licensor's then current rates and Doc-E-Serve Maintenance Agreement -Page 3 Licensor may separately invoice for installation services. Licensee shall not install Updates without Licensee's prior written approval. c. Hotline Service. Licensor shall provide Licensee toll-free telephone support services to help Licensee in answering routine questions with respect to use of the Licensed Program(s). All common carrier charges incurred by Licensee and all costs of telephone and terminal equipment incurred by Licensee shall be the responsibility of Licensee. 7. LICENSEE RESPONSIBILITIES a. Interface. Licensee shall be responsible for the interface between Licensed Program(s) for which Support Service is available and all. other software used by Licensee, whether or not such software is licensed to Licensee by Licensor or by others, or has been developed by Licensee. b. Software License Limitations. Licensee agrees that the rights granted to Licensee, the use limitations and Licensee's responsibilities to prevent unauthorized disclosure specified in the License Agreement apply equally to all Updates furnished under this Agreement. c. Modifications by Licensee. In no event shall Licensor have any responsibility to correct any Errors or damage resulting from changes to or modification of the Licensed Program(s) made by Licensee.. d. Uninstalled Updates. Licensor shall not be responsible for correcting any alleged Error if Licensee fails to incorporate into the Licensed Program(s) any Update that Licensor has provided to Licensee. . 8. CHARGES a. Payment. Licensee agrees to pay Licensor the annual maintenance fees for Support Services set forth in Schedule A .upon execution of this Agreement. Any payment for separately billed services or products shall be due upon receipt of invoice. Additional services to be provided to Licensee by Licensor will be charged Licensor's current rates which vary depending upon the service provided. A listing of Licensor's current rates will be available at Licensee's request. No invoice under this Agreement shall be subject to credit for any period of non-use by Licensee for any reason, including defects in the Licensed Program(s). b. Changes. Licensor may. change the charges specified in Schedule A for all or any Licensed Program(s) effective upon the expiration of the Minimum Support Period or at the end of any calendar month thereafter, by giving at least ninety (90) days written notice prior to the effective date of such change in charges. c. Taxes.. In addition to charges due under this Agreement, the Licensee agrees to pay amounts equal to any sales, use or similar tax, and personal property taxes, if any, resulting from this Agreement. Doc-E-Serve Maintenance Agreement -Page 4 9. LIMITATION OF LIABILITY AND REMEDIES a. Limited Warranty. LICENSOR MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR IlVIPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). b. Limitation of Remedy. Licensee agrees that Licensor's liability hereunder for damages shall not exceed the annual ..maintenance fee paid, or payable, by Licensee for the Licensed Program which Licensee claims resulted in Licensee being damaged for the Maintenance Period in which the cause of action. accrued. Furthermore, if Licensee .maintains a legal action of any kind against Licensor arising under this Agreement and Licensor. successfully defends such action, the Licensee shall pay all costs. and expenses, including reasonable attorneys' fee, incurred. by Licensor in defending such action. Licensor is deemed to have,. successfully defended the action taken by Licensee if Licensee does not recover all relief requested. c. Limitation of Damages. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR TORT DAMAGES. 10. GENERAL a. Assignments. This Agreement may not be assigned or transferred by the Licensee in whole or in part without the prior. written consent of Licensor. Any attempt by Licensee to assign or transfer any of the rights, duties, or obligations of this Agreement without Licensor's written consent is void. b. ,Captions. Captions contained in this Agreement are for reference purposes only and are not part of the Agreement. c. Entire Agreement. All prior discussions, proposals, understandings, and other .agreements, whether oral or written, between the parties that relate to this subject matter are hereby superseded and merged into this Agreement, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of the party to be bound,thereby. No provision appearing on any form originated by Licensee shall be applicable unless such provision is expressly accepted in writing by Licensor. d. Force. Majeure. If Licensor shall be delayed or prevented from performing this Agreement due to any cause beyond its reasonable control, such delay shall be excused during the continuance of such delay, and the period of performance shall be extended to such extent as may be necessary to enable Licensor to perform after the cause of delay has been removed. e. .Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana. The exclusive jurisdiction. for any legal proceeding regarding this Agreement shall be the appropriate federal or state court in the State of Indiana, and the parties hereto expressly submit to the jurisdiction of said courts. Doc-E-Serve Maintenance Agreement -Page 5 f. Licensee Forms. Any provision of Licensee's order that is in any way inconsistent with or in addition to the terms and conditions of this Agreement shall not bind Licensor, and Licensor's failure to object to any such provision shall neither be construed as a waiver of the terms and conditions of this Agreement nor as an acceptance of any such provision. g. Non-Waiver. Licensor's failure to assert its legal rights under this Agreement or to object to actions of Licensee shall not be construed as a waiver of the terms and conditions of this Agreement; nor shall waiver of any of the terms and conditions of this Agreement on any occasion constitute or be deemed to constitute a waiver of the terms and conditions of the Agreement as to any subsequent act or failure to act by Licensee. h. Notices. Any notice, request, instruction or other document pertaining to this Agreement shall be in writing and delivered personally or sent by U.S. Mail, postage prepaid, and addressed as follows: If to Licensor: Keystone Consulting Services, Inc Attn: Cathy Brantley P.O. Box 669 Daleville, TN 47334-0669 If to Licensee: City of Jeffersonville Sewage Department Attn: Ms. Pegs=y Wilder ,Title: Clerk-Treasurer 500 Quartermaster Ct., Suite 300 Jeffersonville.Indiana 47130 Either party may change the address to which notice is to be sent by giving written notice thereof to the other parry. 11. EXECUTION Licensee acknowledges that it has read this Agreement and agrees to all the terms and conditions stated herein. The parties have hereunto set their hands and seals as of the day and year first above written by their duly authorized officers. City of Jeffersonville Sewage Department (Lic By: ^~ ~9--~----i Name: ~'/~~.~ ~ ~ til ~ (~' Title:~du~n ~"~~1~~. .~~i? C;IZ~' Date: ~ / ~- (~~- ACCEPTED BY KEYSTONE (Licensor)/_ ~ Name: Michael B. Galliher Title: President Date: July 17, 2007 Doc-E-Serve Maintenance Agreement -Page 6 SCHEDULE A Effective Date: Date of Installation LICENSED PROGRAM(S) 1. Doc-E-Serve Software 2. Post Net CASS Certification TOTAL ANNUAL MAINTENANCE FEES ANNUAL. MAINTENANCE FEES 1 year warranty, no charge 1 year warranty, no charge $ 0.00 Doc-E-Serve Maintenance Agreement -Page 7 SUBLICENSE AGREEMENT FOR DOC E SERVE TM SOFTWARE This Sublicense Agreement ("Agreement") is made as of July 17, 2007 by and between Keystone Consulting Services, Inc (a division of A.E. Boyce & Co., Inc., an Indiana corporation), with its principal place of business at 9401 Innovation Drive, Suite 400, Daleville, Indiana 47334-0669 ("Keystone"), and Jeffersonville Sewage Department, City of Jeffersonville with its principal place of business at 500 Quartermaster Court, Suite 300, Jeffersonville, Indiana 47130 ("End User") and provides the terms and conditions for the license of certain software programs to be provided by Keystone to End User. L DEFINITIONS a. Licensed Programs. Licensed Programs means: (i) the base system for the computer program known as Doc E Serve TM and the additional Doc E Serve program module(s) specified on Schedule 1 to this Agreement, consisting of a series of instructions or statements in machine-readable object code form; and (ii) any revisions or updates provided by Keystone to the End User, pursuant to the terms of this Agreement and/or any related software maintenance agreement between End User and Keystone. b. Functionalities. Those functions which the Licensed Program(s) are designed to perform, as listed in Schedule 2, attached to and made a part of this Agreement. c. Manufacturer. Manufacturer means AIG Technology, Inc. and its licensors and their successors in interest. Keystone is an authorized distributor of Doc e Serve software, licensed by AIG Technology, Inc. to issue the sublicense granted to End User in this Agreement. 2. PERMITTED USES /LICENSE GRANT Subject to the terms and conditions set forth in this Agreement, Keystone grants to the End User a non-transferable, non-exclusive perpetual license to use the Licensed Program(s) for End User's own business activities in the United States. 3. USE RESTRICTIONS a. Copies. End User shall not, without prior written consent of Keystone copy in whole or in part the Licensed Programs provided by Keystone under this Agreement. Approved copying, if any, shall be limited to one single copy of the Licensed Program for back-up purposes only, to be made in machine readable form, to include all designations or marks and copyright or other notices in the Licensed Programs, and to be stored at Licensee's place of business. b. Ownership of Copies. The original, and all copies, if any, of the Licensed Programs, in whole or in part, which may be made by Keystone or the End User or otherwise shall at all times be the sole and exclusive property of Manufacturer. c. Inspection. In order to assist Keystone and Manufacturer in the protection of Manufacturer's proprietary rights with respect to the Licensed Programs, Keystone shall Doc-e-Serve License -Page 1 BO)/Ce • Boyce Systems • Keystone Software • Komputrol Software have the right to inspect during regular business hours the facility at which the Licensed Program(s) are used and the facility at which the Licensed Programs are stored. End User shall provide Keystone with access to the Licensed Programs, including permitted copies thereof, if any. d. No Reverse Engineering. End User shall not have the right under this Agreement: (i) to reverse engineer, de-compile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Licensed Programs, or their structural framework; or (ii) to use the Licensed Programs in whole or in part for any purpose except as expressly provided under this Agreement. e. Third Parties. In addition to the confidentiality provisions contained herein, the End User shall not cause or permit the display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise), sublicensing or other dissemination of the Licensed Programs, in whole or in part, to any third party nor shall End User permit any other access, use, or copying of the Licensed Programs by any third P~'h'• f. Modifications of Licensed Programs. The End User shall not modify, enhance or otherwise change the Licensed Programs. g. No Assignment. End User's rights under this Agreement to the Licensed Program shall not be assigned or licensed by End User without the prior written approval of Keystone. 4. PROPRIETARY RIGHTS End User acknowledges that the Licensed Programs have been purchased or otherwise developed by Manufacturer at great expense and contain formulas and calculations proprietary to and trade secrets of Manufacturer. End User will do nothing to jeopardize the proprietary and confidential- nature of the material. End User agrees to reveal such information only to employees of End User as are required to have knowledge of or access to such material in relation to their work. End User agrees not to disclose or divulge any information about the Licensed Programs, or the Licensed Programs themselves, to any third party. End User specifically agrees not to allow any other computer software vendor to access or copy the data files or documents of the Licensed Programs for any purpose. End User shall take all measures necessary to protect the proprietary rights of Manufacturer as set forth herein. 5. PAYMENT a. License Fee and Other Charges. In consideration of the license to the Licensed Programs granted pursuant to this Agreement, the End User shall pay to Keystone the license fee set forth on Schedule 1 to this Agreement, in the manner provided on such schedule. b. Taxes. All amounts payable pursuant to this Agreement are exclusive of all federal, state, local, municipal or other excise, sales, use, property or similar taxes and fees (but not any income tax or any tax on or measured by income), now in force or enacted in the future, and all such taxes and fees shall be paid by the End User. The End User shall obtain and provide to Keystone any certificate of exemption or similar document required Doc-e-Serve License -Page 2 to exempt any transaction under this Agreement from sales tax, use tax or other tax liability. 6. TERM The License granted under this Agreement to the Licensed Programs shall continue in effect until terminated by Licensee for any reason upon ninety (90) days advance written notice to Keystone and return of the Licensed Programs as specified or until terminated for cause by either party, pursuant to paragraph 12 below. Upon termination for any reason, End User shall return to Keystone the Licensed Program(s), any copies, and all materials received from Keystone relating to the Licensed Program(s). 7. SERVICES UNDER SEPARATE AGREEMENT a. Installation. Keystone shall provide installation services which may. be separately invoiced at Keystone's then current pricing to End User. b. Incorporation of Software Maintenance Agreement. Concurrent with the execution of this Agreement, Keystone and the End User shall enter into Keystone's standard Annual Maintenance Agreement for the Licensed Programs (Software Maintenance Agreement). All revisions, updates, maintenance and support of the Licensed Programs shall be provided to the End User only pursuant to the terms of the Software Maintenance Agreement. In no event shall Keystone be under any obligation to revise or update the Licensed Program(s) or to maintain or support them in the event of a termination of the Software Maintenance Agreement. Termination of the. Software Maintenance Agreement under any circumstances shall cause the End User to be considered a user not in good standing. The provisions of the Software Maintenance Agreement are incorporated into this Agreement. 8. OWNERSHIP a. Licensed Programs. Subject to the rights granted to the End User pursuant to this. Agreement, all right, title and interest in and to the Licensed. Programs} and all related materials are and shall at all times .remain the sole and exclusive property of Manufacturer. Manufacturer may use, sell, assign, transfer and license copies of and rights relating to the Licensed Program(s) to third parties free from any claim of the End User. b. Modifications. The End User.. shall not modify, .enhance or otherwise change or supplement the Licensed Program(s). The End User further agrees that modified or enhanced versions of the Licensed Program(s) do not constitute a program different from the Licensed Program(s), and as such, fall under the other terms and conditions of this Agreement. 9. WARRANTIES a. Right to Grant License. Keystone hereby represents and warrants that it has the right to grant a license to the Licensed Programs to End User.- Doc-e-Serve License -Page 3 b. Performance Warranty. Keystone hereby represents and warrants that, at the time of delivery and for a period of sixty (60) days thereafter, the media provided will be free from defects in workmanship and the Licensed Programs will substantially conform to the Functionality specifications listed in Schedule 3, subject to the following qualifications: the Licensed Programs (i) remain as installed by Keystone or its designated agent, (ii) are given normal, proper, and intended usage, and (iii) are used only with the equipment and operating systems identified in Schedule 3, attached- hereto and made a part hereof. 10. DISCLAIMER OF IMPLIED WARRANTIES THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. 11. LIMITATION OF DAMAGES a. Direct Damages. End User's sole remedy for damages for any cause of action whatsoever, including liability for any claim of infringement of proprietary rights, shall be the return of the license fee paid by End User for the Licensed Programs, less a prorated amount for the period of time that the End User had possession of the Licensed Programs based upon a projected five (5) year useful life of the license. b. Consequential Damages. IN NO EVENT SHALL KEYSTONE OR MANUFACTURER BE LIABLE FOR ANY LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TORT DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER. c. Additional limitation of damages as to Manufacturer. Any claim by End User against the Manufacturer shall be limited to claims arising out of the use or performance of the Licensed Programs shall be further limited to the amount paid to AIG Technology, Inc. by Keystone under Keystone's distribution agreement with AIG Technology, Inc. Manufacturer shall not be liable for costs or legal expenses in connection with any claim arising out of the use or performance of the Licensed Programs. 12. DEFAULT Either party may terminate this Agreement if the other party defaults in the performance of any of its obligations hereunder or under a Software Maintenance Agreement for Licensed Programs. a. Default Defined. Default shall be defined as either (a) breach of any material term or condition of this Agreement by either party, and it is specifically agreed that a breach of Doc-e-Serve License -Page 4 any of the payment obligations placed upon End User above or (a) any breach of paragraphs 3 and 4 of this Agreement shall be considered a breach of material term or condition by End User; or (b) End User being declared a user not in good standing by Keystone. -Keystone shall have the sole right to declare End User a user not in good standing for just cause, which shall include but not be limited to the following: termination or non-renewal of End User's Software Maintenance Agreement; abuse or misuse of the Licensed Programs, related materials, support services or Keystone staff; and/or failure to obtain appropriate training for End User staff. b. Notice of Default. In the. event of a default by either party, including that Keystone elects to declare End User a user not in good standing, then the party declaring the default shall give the other written notice of such declaration. The party receiving a declaration of default shall then have ten (10) days after receipt of such notice to cure the declared default (except as provided otherwise in this Agreement). Failure to cure a default within the ten (10) day time limit shall give the party not in default the sole right and power to terminate this Agreement. Notwithstanding anything to the contrary in this Agreement, Keystone may immediately terminate this Agreement without notice or opportunity to cure the default if End User breaches its obligations under paragraphs 3 and 4 of this Agreement. c. Consequences of Failure to Cure Default. In the event that End User does not cure a default within the ten (10) day time period and Keystone elects to terminate the Agreement, or if the Agreement is subject to immediate termination by Keystone for End User's breach of paragraphs 3 and 4 of this Agreement as indicated above, then End User shall immediately return the Licensed Program(s), any copies, and all related materials to Keystone at End User's cost. It is agreed that any payments made to Keystone prior to termination shall be retained as liquidated damages. End User shall also be subject to any legal or equitable remedies available to Keystone for breach of this Agreement and default hereunder.. End User's sole remedy against Keystone for breach hereof or default hereunder. shall be limited as stated in paragraph 11, above.. In addition to the remedies provided herein, a party prevailing in any action in which legal or equitable relief is afforded shall be entitled to court costs and reasonable attorneys' fees. Because unauthorized use or transfer of the Licensed .Programs may substantially diminish the value of such materials and irrevocably harm Keystone and/or Manufacturer beyond injury that is compensable by monetary payments, if the End User breaches the provisions of paragraphs 3 and 4 of this Agreement Keystone and/or Manufacturer shall be entitled to equitable relief, including, but not limited to, injunctive relief, in addition to other remedies afforded by the law, to prevent a breach of paragraphs 3 and 4 of this Agreement. 13. GENERAL PROVISIONS a. Captions. Captions contained in this Agreement are for reference purposes only and are not part of the Agreement. b. Entire Agreement. All prior proposals, understandings, and other agreements, whether oral or written, between the parties that relate to this subject matter are hereby superseded Doc-e-Serve License- Page 5 and merged into this Agreement. This Agreement may not be modified or altered nor shall any provision be waived except in writing by an instrument duly executed by an authorized officer of the party to be bound thereby. c. Governing Law. This Agreement is governed and shall be construed in accordance with the laws of the State of Indiana, and any action arising out of or in any way connected with this Agreement shall be brought only in the appropriate federal or state court in the State of Indiana. d. Non-Waiver. Keystone's failure to assert its legal rights under this Agreement or to object to actions of End User shall not be construed as a waiver of the terms and conditions of this Agreement, nor shall waiver of any of the terms and conditions of this Agreement on any occasion by Keystone constitute or be deemed to constitute a waiver,. of the terms and conditions of the Agreement as to any subsequent act or failure to act by End User. e. Severability. In the event that a court of competent jurisdiction should declare any provisions, terms or conditions herein to be void, unenforceable or illegal, then such portions of the Agreement shall be deemed as severed and the remainder hereof shall be binding on the parties as written. IN WITNESS WHEREOF, Keystone and End User have caused this Agreement to be executed as of the day first above written by their duly authorized officers. LICENSEE: Ci of J sonville Sewa a De artment By: ~. Name: ~~ ~, t ~ ?„ (~_~'~' Date: ~ _- ~ ~ fig---~ ,,.~ LICENSOR: Keystone Software Systems. By: Name: Michael B. Galliher Title: President Date: July 17, 2007 Doc-e-Serve License -Page 6 SCHEDULEI Licensed Programs and License Fees SOFTWARE PRODUCTS/MODULES LICENSE FEE 1. Doc-e-Serve Software Bundle- $16,895.00 2. Post Net Cass Certification $ 4,995.00 TOTAL LICENSE FEE $21,890.00 Doc-e-Serve License -Page 7 SCHEDULE 2 Functionalities Doc e Serve Flow Control • Control input paper tray • Select output bin • Select printers • Laser print • Fax • E-mail Doc e Serve Translator and Variable Messaging • Convert fields /translate • Create document-specific messages Doc e Design • Create output designs • Design electronic overlays • Change font Doc e Store • Archive • Retrieve • .View • Fax • Reprint Doc e Serve MICR • Matching data to electronic check form and logo • Report generation Doc-e-Serve License -Page 8 SCHEDULE 3 Equipment and Operating System Requirements for Doc a Serve Software The Licensed Programs require a personal computer with these minimum specifications: •Pentium 4 Processor • 1024 Meg Ram and 100 Gig Hard Drive •Windows XP Work Station •PC Anywhere •31/2" Floppy Drive and Front USB Port •DVD Drive •Network Card •Parallel Printer Port •HP Laserjet Series 4100 or Newer Doc e Serve is designed to run on a dedicated PC Workstation that functions as a "print server." Doc e Serve may be installed on workstations that. have other applications but none can be running while Doc e Serve is processing or printing jobs. These specifications may be unilaterally changed by Komputrol at any time as to Updates and new versions of the Licensed Programs which may be issued. Doc-e-Serve License -Page 9