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2010-34 • SPILLMAN R COMPUTER SOFTWARE END -USER LICENSE AGREEMENT SPILLMAN DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO LICENSEE THE LICENSE OF THE LICENSED PROGRAM WILL NOT Table of Contents THISAGREEM AGREEMENT DANAUHO DUTED REPRESENTATIVE OF SPILLMAN HAS RECEIVED, Section 1: License 1 APPROVED, AND EXECUTED COPY OF IT AS Section 2: Scope d Rights . EXCUTED BY LICENSEE Section 3: Fees and Payments 2 • Section 4: Support 2 1.2 In consideration of the payrrent of the license fees set Section 5: Licensee Responsibilities 2 forth in the Purchase Agreement(s) pertaining hereto, Section 6: Prioprietary Protection and Restrictions 2 Spillman grants Licensee a nonexclusive, non - Section 7: License to Utilities; Restrictions on Usage 3 transferable license to use the package d conputer Section 8: Limited Warranty and Limitation of Liability; program(s) and data, in machine - readable form only, Indemnification 3 and related materials, including documentation and Section 9: Term of Agreement; Terrrination 4 listings, identified in the Purchase Agreement (the Section 10: Miscellaneous 4 "Licensed Program "), subject to the terms of this Section 11: Signatures 5 Agreement (including the restrictions with respect to Utilities set forth in Section 7). This Comptter Software End -User License Agreement Section 2: Scope of Rights (" Agreement ") is made and entered into effective as of the date 2.1 Licensee may install and use the Licensed Program only in this Agncanent is signal by bath parties below, and is by and Licensee's own facility. Licensee shall give Spillman titian notice if the location of Licensee's facility changes between: 2.2 Licensee may use and execute the Licensed Progan only for purposes of serving the internal needs of Licensee's business, except as specifically set forth it this Agreement. Spillman Technologies, Inc. ("Spillman ") 4625 West Lake Park BIvd. 2.3 Licensee may make one copy of the LicensedProgamh Salt Lake City, Utah 84120 machine-readable, object code Conn, for nonproductive backup purposes only, provided that Spillm an' s proprietary and notices are included. ( "Licensee ") 2.4 Licensee may reproduce (photocopy) Lice nsedProgram documentation according to Licensee's needs for the authorized use of the Licensed Pro gram. Licensee may not Licensee desires to license from Spillman certain software distribute any original or reproduced copy for use or( side of awned by Spillman, as set forth in the Sales Quote /Purchase the Licensee's place of business and must not reveal it or any • Agreement(s) ( "Purchase Agreernt") execUed by the other Spillman documrntation, or the Licensed Program parties in connection with the Agreement, and Spillman itself, to competitors of Spillman or to any other third party desires to grant such a license to Licensee, pursuant to the unless they have a need to know such information for the terns and conditions of this Agreement. proper purposes of this Agrcanent. In consideration of the mutual agreements set forth herein, the 2,5 If Licensee and a third party entity (the "Shared Agency ") sufficiency of which is hereby admowledged, the parties agree as desire to alter into an arrangement whereby Licensee will ad fo lbws: as a "Host Agency" and permit the Shared Agency to access the Licensed Program through Licensee, the Stared Agency Section 1: License and Spillman will exccrtc an Addendum Agreement for such arrangement and attach it to this Ageement as Attachment 1.1 SPILLMAN'S LICENSED PROGRAM IS A. Spillman will bill Licensee directly for the applicable • COPYRIGHTED BY SPILLMAN AND/OR ITS license fees, and Licensee agrees to be responsible for timely LICENSORS AND IS LICENSED (NOT SOLD). payment of such invoices Licensee shall require the Shared Confidential Information License Agreement sp lIlm all PROPRIETARY • • FiG6ihfiF;;u�r „i • Agency to comply with the terns of this Ageement and shall Licoiseemuk keep the Licensed Program free and clear of notify Spillman and cooperate as reasonably requested Iry all claims, liens and encumtrances. Spillman in the event ofany non - compliance. 6.2 Licensee may not allow any other agency, entity, or Section 3: Fees and Payments individual to use or have access to the Licensed Pro gram in any manner other than inquire-only unless expressly The license fee foible LicrnsedPIngann is spxifiedin the authorized by Spillman. Except as specifically athorized by Spillman,.querics may be conducted solely for Licensee's Purchase Agrmment. Licensee must pay the license fee, according internal business purposes, and Licensee may not query the to the agreed payment terms st forth in the Purchase Agcement, Licensed Program, or permit any third party to query the direct ly to Spillman upon execution of this Agreement and prior to Licensed Program, for a third party's business purposes delivery of the Licensed Program. 6.3 Licensee may not use, copy, modify, rent, share or distribute Section 4: Support the Licensed Pro gram (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, Spillman shall support the Licensed Program in the rrnnner except as expressly auhorized in writing by Spillman. specified in the "Computer Sof W are End -User Support Licensee may not translate, modify, reverse assemble, Agreerrent" between the parties (the "Support Agreement "). reverse compile, or otherwise reverse engineer the Licensed • Licensee is required to maintain the Support Agreement in Program. face as acondition to the license of the Licensed Program under this Agreement. 6.4 Licensee may not utilize or permit athirdp art y to access or utilize any part of the LicrosedP Ingram (including the Section 5: Licensee Responsibilities Utilities) in any manner that competes, directly or indirectly, with any product or mrvice provided by Spillman. This nsible for selecting a includes, without limitation, using the Licensed Progam (or 5.1 Licensee isre �o g Spillman Application its Utilities)to develop any software, inafaces or other Administrator who is qualified to operate the Licensed productsthat compete with Spillman's products or services, Program on Licensee's own equipment and is familiar with or using interfaces or other products connecting to the the information, and reports that serve as input - database of the Licensed Program in connection with a third and outpet of the Licensed Pro gam. Spillman reserves the party's competing product. right to refuse assistance or to charge additional fees if the Spillman Application Administrator seeks assistance with 6.5 No service bureau work, multiple-user license, ortime- respect to such basic background in formation or any other sharing arrangement is permitted, except as expressly matters not directly relating to the operation of the Licensed authorized in writing by Spillman. Licensee may not install frogmen. the Licensed Program in any other computes system or use it 5.2 Other components (hardware and/or software) may be at any other location without Spillman's express aired for useofthe L'roensedPro am. authorization obtained in advance (which will not be re q g Spillman unreasonably withheld). assumes no responsibility under this Agreement for obtaining and/or supporting such components except as expressly agreed in writing 616 Licensee shall keep confidential all non - public in formation • provided to Licensee by Spillman ("Confidential • 5.3 Licensee is responsible for ensuring a proper environment Information "), includingthe Licensd Program, tuttne and proper utilities for the compttes system on whichthe product plans, price lists, financial and business information, Licensed Program will operate. trade secrets, etc. Licensee shalt not use Confidential Information for any purpose other than the authorized 5.4 Except as expressly ageed in writ ing, Spillman assumes no purposes of this Agreement. Licensee may disclose responsibility ender this Agreement for converting Confidential Information only to its employees who need to Licensee's data files for use with the Licensed Progmn. know such information, and who are bond to keep such infomation confidential. Licensee shall give Spillman's Section 6: Proprietary Protection and Confidential Information at least the same level of protection as k gives its own confidential information of similar nature, Restrictions but not less than a rcasmable level of protection. 6.1 Spillman shall have sale and exclusive ownership of all 6.7 Licensee hereby atthorizes Spillman to enter Licensee's rights, title, and interest in and to the Licensed Program and pranises in order to inspect the LicensedProgram in any all modifications and enhancements thereof (including reasonable manner during regular business hours, with or ownership of all trade secrets, copyrights and other without prior not ice, to veri fy License's compliance with the intellectual property rights pertaining thereto), subject only to terms of this Ageoncnt. the rights an d p rivileges expressly grated to Licensee herein by Spillman. The Lcesed Program may also include 6.8 Licensee acknowledges that, in the event of Licensee's • software separately licensedto Spillman from third party breach ofany of the foregoingpmvisions , Spillman will not licensors. Such third party software is sublieen scd to have an adequate remedy in money or damages. Spillman Licensee and protected pursuant to the terms of this shall therefom be entitled to ottain an injtnct ion against such Agreement, and may be used only in conjunction with breach from any court of competantjurisdiction immediately • Spillman's Licensed Program. This Agcement does not upon request, without the necessity of post ing bond, in provide Lkensec withtitle or wnership of the Licensed addition to any other ran ediesthat may be available at law or Program or any component thereof, bit only a limited in equity. license. Spillman and its licensors jeeifically reserve all rights not expressly granted to Licensee in this Agreement. Confidential Information ' �m Lice nse Agreement Sp LImEff ' PROPRIETARY e1lInolo rell5t7ie -no7zf NV, reproducible defect by issuing corrected instructions, a Section 7: License to Utilities; Restrictions restriction, or a bypass. In the event Spillman does not on Usage correct or ctre suchnonconfomnity or defect after Spilinmr has had a reasonable opport m ity to do so, Licensee's 7.1 Spillman provides certain software utilities and tools exclusive remedy shall be the refund of the amount paid as (collectively, the "Utilities") as part of the Licensed the license fee for the defective or non- conformingmodule of Program. Such Utilities include Spillman's XML Query, the Licensed Program. Spillman shall not be obligated to ODBC implementation code, ctperl, dbdurrp, and correct, cum, or otherwise remedy any nonconformity or dbload as well as any other software utilities provided • defect h the Licensed Program if Licensee has made any by Spillman in connection w ith the Lcensed Program changes whatsoever to the Licensed Program, if the Licensed Spillman may add, modify or remove Utilities from the Program has been misused or damaged in any respect, or if Licensed Rogram during the tam of this Ageerrent. Licensee has not report ed to Spil ban the existance and The Utilities contain material that is proprietary to nature of such nonconformity or defect promptly upon Spillman and /or its licensors, and may be used on' as discover thereof. permitted by this Agreement. 8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS 7.2 Licensees permitted to use the Utilities for read -only AGREEMENT, SPILLMAN AND I'TSLICEN SORS operations in connection ith the authorized use d the DISCLAIM ANY AND ALL PROMISES Licensed Program, but may not allay Bird parties to REPRESENTATIONS, AND WARRANTIES WITH use the Utilities unless an authorized cffbial of Spillman RESPECT TOTHE LICENSED PROGRAM, INCLUDING consents in writing. Lbensee is NOT permitted to ITS CONDITION, ITS CONFORMITY TO ANY utilize the Utilities or any other sofWare tools to write to REPRESENTATION OR DESCRIPTION, TFIE Spilirren's database in any manner, due to the potential EXISTENCE OF ANY LATENT OR PATENT DEFECTS, for data corruption and system slowdown or damage. TITLE, NON - INFRINGEMENT, AND ITS • Licensee aso may not perrrit any third paty to write to MERCHANTABILITY OR FITNESS FOR ANY Spillman's database in any manner. PARTICULARPURPOSE OR USE. 7.3 Spillman is NOT responsible for any breah of 8.5 THE CUMULATIVE LIABILITY OF SPILLMAN AND warranty, damages to the Licensed Program or its ITS LICENSORS TO LICENSEE FOR ALL CLAIMS database, data corruption, support bsues, security RELATING TO THE LICENSED PROGRAM AND THIS issues or performance belies arising out of L'censee's AGREEMENT, INCLUDING ANY CAUSE OF ACTION or a third party's used the Utilities or any other SOUNDING IN CONTRACT, TORT, OR STRICT sof twae not speciically licensed in this Ageement LIABILITY, SHALL NOT EXCEED HE TOTAL • (including any third party querying orwriting to the AMOUNT OF ALL LICENSE FEES PAID TO SPILLMAN database). HEREUNDER This limitation of liability is intended to apply with oil regard to whether other provisions of this ' Section 8: Limited Warranty and Limitation of Agreement have been breached or have proven ineffective. Liability; Indemnification Spillman shall have no liability for the loss of data or documentation, it being understood that Licensee is , • responsible for reasonable backrp precautions. 8.1 Spillman warrants, for Licensee's benefit alone, that the LicensedPro gram conforms in all material respects to the 8.6 IN NO EVENT Si [ALL SPILLMAN AND ITS specifications for the current version of the Licensed LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS; Program as described in Spillman's Licensed Product ANY INCIDENTAL, SPECIAL, PUNITIVE, OR Specification as of the daze this Agreement is signed, and for CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR a periodtherenfta of Fifteen (I 5) months for Spillman. DEMANDS BROUGI IT AGAINST LICENSEE BY TI•IRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS This warranty is expressly conditioned on Licensee's HAVE BEEN ADVISED OF TILE POSSIBILITY OF SUCH observance oft he operation, arcurity, and data- control CLAIMS OR DEMANDS. This limitation upon damages procedures set forth int he User's Mental included with the and claims is intended to apply without regard to whether Licensed Program. other provisions o fthis Ageement have been breached or ' have moven ineffective. ' 82 Spillman is not responsible for obsolescence of the Licarsed Program that may result form changes in Licensee's 8.7 Spillman agrees to indemnify and defend Licensee from and requirements. The warranty in Section 8.1 shall apply only against any and all third party claims, demands, lawsuits or to the most current version of the Licensed Program issued legal act ions arisingout of any actual or alleged infringement by Spillman from time to time. Issuance of rpdates tbes not of any trademark, copyright, trade secret, or U.S. patent by result in a renewal or extension ofthc warranty period. the Licensed Program, and Spillman will pay any liabilities, Spillman assumes no responsibility for the use of superseded, damages, costs and expenses (including reasonable attorneys' outdated, or trice rrected versions ofthe Licensed Pro gram. fees) fmally awarded m such action or paid to settle the Spillman is not responsible for any problems or errors with action. Spillman will not be required to mdennify Licensee the Licensed Program or Licensee's systan resulting from unless (i) Licensee promptly notifies Spillman of any such use of the ctperl or dbload Utilities in any manner other than claim; (ii) Licensee gives Spillman primary control ofthc read -only. Licarsce expressly acknowledges that any use of defense and all settlement negotiations, and the authority to the " write "or° update' feat uses of these Utilities may represent Licensee in defending the claim; and(iii) Licensee damage Licensee's database or cause other problems with its provides Spillman with any informat ion and assistance that system. Spillman reasonably re Sp' ly quests in defending against the claim. • Licensee may, at its option and expense, be represented by 8.3 As Licensee's exclusive remedy for any material defect m the separate comsel in any such action. If a court or other legal LicensedProgram for which Spillman is responsible, authority fords that any part of the Licensed Program Spillman shall use reasonable efforts to correct or cure any infringes athird party's intellectual pro perty ruts, or if Confidential Information (` Ifni License Agreement • s PROPRIETARY t chnologics, in, tiiabi c71 Spillman believes that it infringes, Spillman will use 10.2 Licensee may not assign or transfer this Agreement or any of reasonable efforts to oiiain a license order the rightslhat its rights or duties hcrcunder to any third party without have been infringed, to modify the Liccnsod Program so it is Spillman's prior written consent. no longer infringing or to provide to Licensee substitute softwarethat is non-infringing provided that if in Spillman's 10.3 This Agreement will be grvemed by the laws ofthe state of judgment such options are not comm¢eially reasonable, Florida, not including conflicts of laws provisions. The Spillman may terminate the license forthe Licensed Program parties hereby submit to the exclusive jurisdiction andvenue or the infringing port ion thereof upon written notice to of Lake County, Florida courts with respect to any action Licensee. Spillman will have no liability for infringement betweenthe parties relatingtothis Agreement. In any such arisingoit of modification of the LicensedProgram by any act ion, the prevailing party troll be entitled to an award of its party other than Spillman, use of an outdated version of the reasonable costs and attorneys' fees from the other party. Licensed Program, or the combination or use of the Licensed Program with any other software, hardware, equipment, 10.4 Any waive ty either party ofa default or obligation under product or processnot furnithed by Spillman, if use of the this Agreement will be effective only if in writing Such a Licensed Pm gram alone and in its current, mmodified form ,waiver dies not wntittte a waiver of any subsequent breach would not have been an infringement. Spillman is not liable or default. No failure to exercise any rigjnt or power under for any infringement claims based upon third party so ftware this Agreement or to insist on strict compliance by the other or hardware. This Section 8.7 states Spillman's entire party will constitute a waiver of the right in the future to obligation with respect to any claim for infringement or exercise such right or power or to insist on strict compliance. misappropriation of any third party intellectual property rights. 10.5 Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or • Section 9: Term Of Agreement; Termination certified mail, return receipt requested, with proper po stage affixed, or sent by commercial overnight delivery rent ice with provisions for a receipt 9.1 Licensee's license ofthe Licensed l'rogam shall become effective upon theexwution oft his Agreement and shall 10.6 If any tam ofthisAgreement is held to be invalid or void by continue perpetually unless otherwise terminated as provided any court or tribunal of competent jurisdiction, it shall be herein. This Agreement shall automatically terminate upon modified by such court or tribunal to the minimum extent tammation ofthe Support Agreement for any reason, necessary to make it valid and enforceable. If it cannot be an including Licensee's failure to pay the required support foes. modified, it shall be severed from this Agreement and all the remainingterms of this Agreement shall remain in full force 9.2 Licensee may terminate this Agreement at any time upon and effect. written notice to Spillman, subject to any out standing obligations and financialwnunitments of Licensee undo the 10.7 In the event export of the Licensed Program is expressly Purchase Agreement (e.g., Licensee'sobligation to pay license fees is not rescinded by suchtemninat ion). perm ed r gilh( r n, Licensee may only export the Licensed Program (including any related materials) as authorized try U.S. law and any other, applicable jurisdiction 93 Spillman and Licenree may uxntinale this Agreement if In c ou nt r y w he e s uch exprogram may be law, Agreement, exported into Licensee or Spillman breaches any material tam of this eement, the Support A regulation or govcmmen[al order. • any country where such export is prohibited by law, g does Agreement or breath chase rc Agreement and does not correct such breach within thirty (30) days following written notice of the breach from non- SPILLMAN DESIRES THAT LICENSEE HE CONFIDENT brcachingparty. THAT THE LICENSED PROGRAM WILL SUIT LICENSEE'S ntennination of Ageement, all rights NEEDS ALTHOUGH LICENSEE MUST MAKE THAT 9.4 U po g gh granted DETERMINATION, SPILLMAN IS PREPARED TO FULLY Licensee will terminate and revert to Spillman and/or its - DISCUSS THE LICENSED PROGRAM WITH LICENSEE AND licensors. Promptly upon termination of this Ageemet for ANSWER QUEST IONS BY EXECUTING THIS any reason or upon discontinuance or abandmment of AGREEMENT, LICENSEE ACKNOW LEDGESTHAT IT HAS Licensee's possession or use ofthe Licensed Program, 13EEN GIVEN AN ADEQUATE OPPORTUNITY TO Licensee mm4 return or destroy, as requested ty Spiik nan, all INVESTIGATE LICENSEE'S COMPUTER AND SOFTWARE copies ofthe Licensed Program in Lieensee's possession NEEDS AND THAT BASED ON ITS EXAMINATION OFTIIE (whether modified or unmodified), and all other Confidential LICENSED PROGRAM, LICENSEE FTNDST HE LICENSED Information andother materials pertaining to the Licensed PROGRAM TO BE SATISFACTORY. Program (including all copies thereof). Licensee agrees to certify Licensee's compliance with such restriction upon Spillman's request. The terms of Sections 6, 7.3, 8.4, 8.5, 8.6, 8.7, 9.4, and 10 shall survivetemiination or expiration of this Agreement. Section 10: Miscellaneous 10.1 This Agreement, the Purchase Agreement andthc Support - Agreemwt( if applicable), together with their attachments, if - any, constitute the complete agreement between the parties with reflect to the Licensed Program andother subject matter hereof. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each party. - Confidential Information Lice use Agreement • Sp 1111a11. PROPRIETARY mmo !teigieli_o;iit • • IN WITNESS WHEREOF, the parties have caused this Agreement Title: AA1,45 r to be executed by their duly authorized representatives asset forth Q . below. Date: 1 1 (J ( )S +,4� 1 6 • Section 11: Signatures Spillman Technologies, Inc. Accepted Accepted and Approred:�� -� n� c /j By: Licensee: sL ty D-C ` le r mo n i Print Name: Iance Clark By: U.l — " Title: President eine- Print Name: ,S • r .L.. G Date: • • • • • Confidential hform ation 4 1 License Agreement • SpLnlan. PROP RIEfARY e ma YD S PILLMAN® COMPUTER SOFTWARE END -USER • SUPPORT AGREEMENT WHEREAS, Spillman desires to fifer Customer certain services with respect to the Lbensed Program on the terms • and conditions set lath herein: Table of Contents NOW THEREFORE in consideration d these recitals and the mutual obligations herein, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1: Definitions 1 Section 2: Bigibility For Support 2 Section 1: Definitions Section 3: Scope d Services 2 Section 4: Services Not Covered by this Agreement 2 Section 5: Obligations of Customer 3 For the purposes d this Agreement, the follow ing definitions Section 7: Fees and Charges 4 shall apply to the respective capitalized terms: Section 8: Roprietary Rights 4 Section 10: Termination 5 1.1 Coverage Hours. The hours between 900 AM and Section 11: Mscellaneous 5 6:00 PM, Central Standard time, on the days Monday Section 12: Signatures • 5 through Friday, excluding regularly scheduled holidays of Spillman This Support Agreement ("Agreement ") is made and entered into 1.2 Enhancement. Any modification or addition that, when made or added to the Licensed Rogram changes its by and between: - utility, efficiency, functional capability, or application, but that does not constitute solely at Error Correction. Spillman may designate Enhancements as minor or major, depending on Spillman's assessment of their Spillman Technologies, Inc. ( "Spillman ") value and of the function added to the preexisting 4625 West Lake Park Blvd. Licensed Rogram Salt Lake City, Utah 84120 1.3 Error. Any failure d the Licensed Rogram to conform and in all material respects to its functional specifications as . published from time to time by Spillman, subject to the ( "Customer ") exceptions set forth in Section 4. 1.4 Error Correction. Ether a sdtwae modification or SPILLMAN'S SUPPORT OFT HE LICENSED PROGRAM addition that, w hen made or added to the Licensed Rogram establishes material conformity d the WILL NOT COMMENCE UNTIL AN AUFHORIZED Licensed Rogram to the functional specifcations, cr a procedure or routine that, when observed in the regular REPRESENTATIVE OF CUSTOMERIIAS EXECUTEDTHIS operation of the Licensed Rogram, eliminates the practbal adverse effect on Customer of such AGREEMENT AND ANAUTIIORIZED REPRESENTATIVE nonconformity: Error Correction services are subject to the exceptions set forth in Section 4. OF SPILLMAN HAS RECEIVED, APPROVED, AND 1.5 Licensed Rogram. One or more d the computer EXECUTED A COPY OF IT AS EXECUTED I3Y CUSTOMER. software components and/or sdtwae interface:; developed by Spillman, as identified in one or more Sales Quote /FLrchase Agreements between the parties _ (the "Purchase Agreement "), and writ!) is licensed to WIIEREAS, �+illman and Customer entered into that certain Customer pursuant to the License Agreement. The Computer Software End -User License Agrecnmt (the "License 'Licensed Rogram specifically excludes computer • Agreuncnt ") under which Customer obtained a non - exclusive, sdtwae not developed by Spillman, but that might be nontransferable licenseto use certain compiler software in object used in conjurction with the Spillman software; such as, code foam and related user documentar ion (the "Licensed wad prmessors, spreadsheet, terminal emulators, Program", as father defined below) on certain terms and etc. The Licensed Rogram includes certain "Utilities ", conditions; as that tam is defined in Section 7.1 of the License Confidential Information (� ,��man Spillman Su Agreement "pal an, PROPRIETARY Agreement. when reported to Spillman in accordance with Spillman's standard reporting procedures. Spillman 1.6 Releases. New versions of the Licensed Program shall, after vertying that such an Error's present, including all Error Corrections and Enhancements. initiate work in a diligent manner tow and development of an Error Correction. Follow ing completion of the Error 1.7 Response Time. Within sk (6) Coverage Hours, from Correction, Spillman shall provide the Error Correction . the time Customer first notties Spillman of an Error until through a "temporary fix" consisting of sufficient Spillman initiates w ak toward development of an Error programming and operating instructions to implement Correction. the Error Correction, and Spillman shall include the Error Correction in all subsequent Releases of the 1.8 Spillman Application Administrator. An agent d Licensed Program Spillman supports two (2) versions Customer w ho has been certified on the Lcensed backfrom the most recent release version. How ever, • Program by Spillman, pursuant to the procedures set Spillman shall not be responsible fa correcting Errors forth in Section 6, ands able to communicate in any version d the Licensed Rogram other than the effective& with Spillman support personnel in the most recent release. description and resolution d problems associated with the Licensed Program. 3.4 Spillman may, from time to tine, issue new Releases cf the Licensed Program to its customers generally, • 1.9 Term. An initial period of ftteen (15) months, containing Error Corrections, minor Enhancements, tormenting on the date this Agreement is signed. and, in certain instances, 1 Spillman so elects, major ' Thereafter, the Term shall automatically renew fa Enhancements. Spillman reserves the right to require successive periods d one year each, unless and until additional license fees for major Enhancements. terminated pursuant to Section 10 hereof. In no event, Spillman shall provide Customer ith one copy of each haw ever, shall the Term extend beyond the tam of the new Release,w ithuut additional charge. Spillman shall License Agreement. provide reasonable assistance to help Customer install • and operate each new Release, provided that such Section 2: Eligibility For Support assistance, if required to be provided at Customer's • facility, shall be subject to the supplemental charges set forth in Spillman's current Fee Schedule. 2.1 Spillman's obligation to provide Services with respect to the Licensed Program may be terminated pursuant to 3.5 Spillman shall consider and evaluate the development Section 10.2.2 or suspended, at Spillman's discretion, 1 • of Enhancements fcr the spectic use d Customer and at any time during the term of the Agreement any d he shall respond to Customer's requests fa additional follow ing requirements are not met: services pertaining to the Licensed Program (including, 2.1.1 Customer must have a valid License Agreement assistance), limitation, data conversion and report - formatting assstance), provided that such assistance, if ageed to fa the Licensed Program in effect at all times; be provided, shall be subject to supplemental charges • 2.1.2 The Licensed Program must be operated on a mutually agreed to in writing by Spillman and Customer. hardware platform approved by Spillman; and 2.1.3 Customer rust be current and in compliance Section 4: Services Not Covered by this with the payment schedule as agreed in the Furchase Agreement Agreement 2.2 Spillman may requuest Customer to appoint a new The servces identified in this section are spectically NOT Spillman Application Administrator 1 Spillman covered by this Agreement. Spillman strongly recoil mends determines that the acting Spillman Application that Customer setae a separate support agreement ith Administrator does not have the training or experience third party vendors for all non - Spillman products. Spillman necessary to communicate effective& with Spillman fr may, in its discretion, provide such services to Customer • support personnel. upon request, for an additional fee as the parties may agree in w riting. 4.1 Support for any third poly products including hardware, Section 3: Scope of Services or support fa hardware failure due to the used any third party vendor products. • During the Agreement Term Spillman shall render the follow ing servbes in support of the Licensed Rogram, 4.2 Any network failures or problems including, but not during Coverage Hours: lirrited to, cabling, communication lines, routers, connectors, and network software. • 3.1 Spillman shall maintain a Support Services Control Center capable d receiving from the Spillman 4.3 Restoration and /or recovery of data files and /a the Application Administer, by telephone, reports cf any operating system sdtwae irregularities, and requests for assistance in use of the Lcensed Program. 4.4 Any breach of warranty, damages to the Licensed Rogram or its database, data corruption, a support 3.2 Spillman shall maintain a trained staff capable d issues, security issues, or performance issues arising • rendering support services set forth in this Agreement. out of Lcensee's or a third party's use of the Utilities or any other soft are not spectically licensed by Spillman 3.3 Spillman shall be responsible for using all reasonable to Licensee for use in confection with the Lcensed diligence in correcting vertiable and reproducible Errors Program Any assistance provided by Spillman in Confidential hform ation 1 an Spillman Support Agreement Spillman. PROPRIETARY ) • • • • resolving such problems shall be charged to Customer relating to the visit. • 'on a time and materials basis. Additionally, any unauthorized use d the Utilities or othersdtwae in 5.4 All communications between Customer and. Spillman connection w ith the Licensed Program by Licensee (or must be in the English language. by a third party ith Licensee's knowledge) may result, at Spillnan's sole option, in voidance d warranties, an 5.5 Customer is responsible for providing one a more increase in the annual maintenance and support fees qualified Spillman Application Adranistrators.as • under this Ag and /or loss d rights to upgrades described in Section 6. At least one Spillman under this Ageerrent. Customer acknowledges and Application Administrator must be available at all times agrees That it is not licensed to utilize the 'Write" a (havever, ater-hoes availability is required only when • "update" features d the Utilities, as such use may and if Customer is requesting after-hours support from 4. damage the database or cause other problems with the Spillman). operation of the Licensed Program 5.6 Customer is responsible for providing all network and .4.5 Support for Licensed Program problems caused by server security. Customer rrisuse, alteration or damage to the Licensed Rogram or Customer's combining or merging the 5.7 Customer must provide Spillman w ith information Licensed Rogramw ith any hardware or software not sufficient for Spillman to duplicate the circumstances supplied by a identified as compatible by Spillman, under which an Error in the Licensed Program became customizing of progarrs, accident, neglect, power apparent. surge or failure, lightning, operating environment not in condorrnancew ith the manufacturer's spectications (for electric power, air quality, humidity or temperature), or Section 6: Spillman Application - third party software a hardware malfunction. Administrator Requirements • 4.6 Supporting, configuring, maintaining, or upgrading the 6.1 The designated Spillman Application Administrate operating system, including, but not limited to, backups, must be certried by Spillman w ithin one yea of the reslaes, fixes, and patches. agency's go -live dated the Licensed Rogram The 4.7 Assstancew ith problems caused by operating system designated atlninistrator must meet the follow ing installation, configuration, en maintenance or repair, requirements in order to certFy at the base level: • or using incarect versions of the operating system. 6.1.1 Attend and participate in, and successfully pass • 4.8 On-site sevbe visits to Customer's facility. the final written and practical examinations from the following courses w ithin one hundred twenty 4.9 Printers connected to the back of terminals /personal (120) days d installation of the Licensed computers (commonly called pass - through printing) or Ro g ra (commonly network printers are not supported by Spillman. i. System Introduction - Inquiry, ii. System Introduction — Data Entry & Modification, Section 5: Obligations of Customer Hi. Unix Fundamentals Training (AIX, or I1P-UX), iv.Basic SystemAdministration, and • 5.1 Customers using the Spillman product must maintain v. Spillman training applicable for the Spillman and provide, at no cost to Spillman, access to a applications used by Customer. • dedicated voce grade local telephone line, broadband internet connectivity for VPN connection purposes and 6.1.2 Pass the Basic SPA eramwithin one year after a Cisco 1811 integrated services router and data set the agency's go-live date. connected directly to customer's network, w ith full access to the server (24 hours per day, 7 days per 6.2 Customer w ill be respmsible for the costs of such week) that'is used with the Lcensed Program training, including any course fees, travel and lodging expenses. 5.2 Customers nest provide and maintain, at no cost to Spillman, a rrodem and data set connected directly to 6.3 Contact information for the Spillman Application the serve' (the modem cannot be conneced to a Adrrinistrators must be recorded in Appendix A of the network) 24 hours per day, 7 days perweek, usedw ith Agreement. Appendix A must be signed by an the Licensed Program being maintained by Spillman authorized representative d Customer. Changes to the hereunder and provide access b a dedicated voice information recaded in Appendix Aw ill require that a • grade local telephone. new Appendix A be completed, signed and filed w ith • Spillman. 5.3 A representative d Customer's rr departnent must be presentw hen any on -site support's provided. - 6.4 Requests for suppedservices received by anyone other Customer agrees that 1 such representative is not than a Spillman Application Administrator as identfied - presentwhen the Spillman representative arrives on in the current Appendix A on file with Spillman, w ill be site, the Spillman representative shall notify an refused. appropriate representative of Customer, if feasible, that there is no Customer IT representative present. r 6.5 Each designated Spillman Application Administrator Customer's IT representative does notarrlewithin a roust be qualified to address, or-have other support reasonable time, no work will be performed and resources to address,w ideut the aid d Spillman, all Customer w ill be charged for all expenses incurred and problems relating to hardvae, software or operating Confidential hformation man Spillman Su Agreement sp illman. PROPRIETARY technologies, ha'. (Irk4;1111;:i.;;ICTI • • • system not direct& associated with the Licensed during the contract yea the increase in Customer's size Program occurred. Section 7: Fees and Charges Section 8: Proprietary Rights 7.1 Customer shall pay Spillman the Support Fee, as set 8.1 At Releases and arry•other Spillman sofWare a forth in the RLrchase Agreement, and any other materials provided by Spillman to Customer hereunder charges or fees described herein. Except for the shall be deemed part of the Licensed Rogram and are second yea support fee, Spillman 'reserves the right to licensed .to Customer pursuant to the terms and change its Support Fee, effective upon no Is than 90 conditions d the License Agreement. days prior written notice to Customer. Second -yea level supportfees, as.referemed in the Rrrchase 8.2 The Licensed Rogram and all Releases thereto are Agreement betw een Spillman and Customer, are and shall rennin the sole property of Spillman, charged beginning 15 months after the execution d the regardless of whether Customer, its errployees, a • Purchase Agreement, regadless d date m which contractors may have contributed to the conception d Customer's actual used the Licensed Rogram began, suchwork, joined in the effort of is development, or except to the extent any delay in such use s due to the paid Spillman for the use d the work product. Customer fault of Spillman. Additionally, adjustments to•upport agrees, from time to time, to take such further action Fees may result from changes in (1) software prices, and execute any further instrument, including (2) number Of software nodules used, (3) an increase documents of assignment or acknow lodgment, as may • in Customer's size (as father described in Section 7.6) be reasonably requested by Spillman in order to , (4) computer hardware; (5) Coverage Hours selected establish and perfect its exclusive ownership rights. by Customer, or (6) violation of the restrictions set forth Customer shall not assert any right, title, or interest in in Section 4.4 of this Agreement. suchworls, except for the non-exclusive right d use granted to Customer at the time of its delivery or on -site 7.2 Spillman shall invoice Customer for amuai Support development. Customer agrees to provide Spillman Fees at the beginning of each contract yea. In the with copies of such woks upon request. event that additional billable w ork is performed, all billable charges and expenses ill be invoiced to Customer at the beginning of the month follow ing the Section 9: Disclaimer of Warranty & month in w hch they accrued orwere incurred. Limitation of Liability Custorrer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid 9 IXCEPT AS IXPRESSLY SET FORTH IN THIS within thirty (30) days arts the invoice date shall bear AGREEMENT, SPILLMAN DISCLAIMS ANY AND ALL interest at the lesser d eighteen (18) percent per yea WARRANTIES CONCERNING THE LICENSED or the highest rate atoned by applicable law. PROGRAM, RELEASES, AND THE SERVICES TO BE • 7.3 Customer shall be res for and ogees to pay RENDERED HEREUNDER, WHETHER EXPRESS OR thefees andchages incurred for pouring , installing, IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY and maintaining all equipment, telephone lines, WARRANTY OF MERCHANTABILITY OR FITNESS modems, communications interfaces, networks and • FORA PARTICULAR PURPOSE OR USE other products necessary to operate the Licensed 9.2 IN NO EVENT SHALL SPILLMAN BE LIABLE FOR Software. ANY INDIRECT, CONSEQUENTIAL, SPECIAL, • • 7.4 Customer agrees to pay additional charges according PUNITIVE, IXEMPLARY, OR INCIDENTAL to the Spillman Fee Schedule for all work required by DAMAGES WHATEVER HOWEVER CAUSED, EVEN ., Customer and performed outside of Coverage Hours. IF SPILLMAN HAS BEEN ADVISED OF THE These charges are applicable for any work performed POSSIBILITY fSpi OF SUCH DAMAGES. The cumulative outside d the Coverage Hours, REGARDLESS OF liability of Spillman to Customer for all not exceed in THE CAUSE, even if the requestedwork was reported connection tal fees h this Agreement shall not exceed the • and /or initiated during normal Coverage Hours. total fees and charges paid to Spillman by Customer under this Ageemeritw ithin the most recent 12 -month 7.5 Should Customer request orsite support services, period from the date the cause d action arose. Customer shall reimburse Spillman for all labor, travel, 9 No action, w hether based on contract, strict liability; or and related expenses incurred by Spillman in providing tort, including any action based on negligence, arising such support services. out of the performance d services under this 7.6 Additional Support Fees are also due ( there is a Agreement, may be brought by either party more than significant increase in Customer's sizew ith respect to three (3) yeas after such cause d action occurred. use d the Licensed Rogram. An increase in size may How ever, action for nonpayrrent may bebroughtwithin • arise either out of Customer's internal gav th or out of a two (2) yeas the date of the last payment was received Host Agency /Shared Agency arrangement as described by Spillman. in Section 2.5 and Attachment d the License • - • Agreement. Relevant factors include number of employees, nurrber of dispatchers and /a number d jail beds. Payment of such additional Support Fees is due within thirty (30) days d the date d the invoice for such fees. Such fees ill be prorated, based uponw hen Confidential Information Spillman Support Agreement Sp1�111aI1 PROPRIETARY Section 10: Termination Agreement w ithout the prior written consent of the other party, except to a successor of all or substantially all of . 10.1 This Agreement shall automatically terminate its business and assets: immediately upon termination of the License Agreement 11.4 The w aiver by either party d any term or provision d fa any reason. this Agreement shall not be deemed to constitute a • -10.2 Ether party may terminate this Agreement continuing waiver thereof nor d any father a additional right that such party may hold under this Ageerrient. 10.2.1 If either Spillman or Customer provides awritten 11.5 This Agreement will be governed by the Taws of the notice to the other party, at least 90 days prior state of Florida, not including conflict d laws to the end d the then-current Term, d its intent provbions. The parties hereby submit to the exclusive to terminate the'Agreement at the end a' such jurisdiction and venue d Lake County, Florida courts • Term: or with respect to any ation between the parties relating 10.2.2 Upon 30 days prior Written notice, .f the other to this Agreement. In any such xtion, the prevailing 30s materially breached any party shall be entitled to an award d its reasonable party y ny provision of costs and attorneys' fees from the other party. this Agreement and the offending party has not cured such brexhw ithin the 30-day notice 11.6 Any notices required or permitted under this Agreement period. - shall be in writing and delivered in person a sent by registered or certfied mail, return receipt requested, 10.3 Follow ing termination of this Agreement, Spillman shall with proper postage alfued, or sent by commercial immediately invoice Customer for all accrued fees, overnight delivery servbe with provisions for a receipt. charges, and reimbursable expenses; and Customer shall pay the undsputed invosed amountw ithin thirty (30) days upon receipt d such invoice. The License IN WITNESS WHEREOF, the parties have caused this Agreement shall automatically terminate at the same Agreement to be executed by their duly authorized time as termination of this Agreement, and Customer representatives as set forth below. • shall prorrptly return to Spillman the Licensed Program and all related documentation and materials, including at Releases, work and materials provided by Spillman hereunder. Section 12: Signatures Accepted and Approved: • Section 11: Miscellaneous Cus - 11.1 Spillman and Customer acknow ledge that they have By: read this Agreement in its entirety and understand and ,,/ / agree to be bound by its terms and provsions. Print Name: /42 no id .5, /u f V I IIt. • Spillman and Customer further agree that the / Agreement is the complete and exclusive statement d Title: 1° m rA 0•0 ( j P r yrsA /1 - T agreement of the patiesw ith respect b the subject (� 7� matter hereof and that this Agreement supersedes and pate: 1"'(' U ( 15 r?-1 an � v merges all.prior proposals, understandings, aid I agreements, whether oral or written, between Spillren and Custorrerw ith respect to the subject matter hereof. Spillman Technologies, Inc. This Agreement may not be di except a written instrurrent duly executete by the by hepaties hereto. By: • 11.2 In the event that any term orprovis ion d this Print Name: Lance Clark Agreement is held invalid, illegal, or unenforceable, it shall be severed and the remaining terns and Title: President provisions shall be enforced to the maxinumextent I - permitted by applicable law. Date: t1 Z V 7,01 p 11.3 Neither party may assign its rights a duties under the • Confidential Information . jl • Spilkn an Su Agreement sp. an• PROPRIETARY • • IeiiaEie i6S i,'iorl l'ati A I AL s i. 4625 West Lake Park Blvd, 1 1 1 1 1 1 ��_ technologies, inc. Salt Lake City, UT 84120 Reliable Innovation fax (801) 902-1200 � (e01) 902-1210 • • SALES QUOTE / PURCHASE AGREEMENT Clermont Police Department Phone: 352 - 394-5588 865 W Montrose Sneer Agreement Preparation Dare: 01/25/10 Clermont, EL 34711 Expiration Date: 07/25/10 - Operating System Server: Windowz Contact: Chief Steve Gmhnm Quote Number: 10 -125 Salesman: Tyler Jensen This Sales Quote / Purchase Agreement ("Agreement") is made and entered mac this day of , 2010 by and between the Customer and Spillmmn'Technologies, Inc. ( "Spillman "), 4625 West lake Park Blvd ._Salt Lake City, UT 84120. Section 1: Quote Summary Spillman Software 242,334 Spillman Professional Services 36,291 3rd Party Products & Services 31,934 Total Purchase Price $ - 310,559 Approved and Accepted by: I hive read this Agreement in is entirety and hereby approve and accept the mans and conditions of this Agreement as contained herein. te Signature of Authorized /k?rnld '). jZrvlJle4, Print Name of Authorised Rcprese talive - 1)AQ c' r- , le.r vw on�- Tel. of Autluayed Represe l F}uoiu5-i- a�4 1 act n Date • CONIIDENTI. \I. AND PROPRIETARY INIOIUTATION OII SI'ILL\t\N • • (c) 20055ya]mvYTuloolaynq Inc .ip EON. want R.ge I oC3Pages. • Section 2: Spillman Software Description 1 Ptiee System Core (l-1U13) 40,238 Law Records 22.792 State Link (PCIC /NCIC) 12,302 Imaging 8,707 Traffic Information - 3,896 Florida UCIt - 12,698 Pin Mnpp g - 3,889 Evidence Management with Bar Coding & Bat Coding Hardware _ 8,067 Alarm 'Tracking & Billing 5,432 Vehicle Impound - 3 ,549 Accident & Citation Repotting Interface (APS) 7,154 _ Personnel Management 4,464 Equipment Maintenance • 1 3,837 Mobile Data (421.icenses) 28,802 Mobile A VI, & Mapping (42 Licenses) 18,165 Mobile State Link (42 Licenses) 7,227 Mobile Voiceless CAD (42 Licenses) 15,640 Law Offense /Incident /Case form (42 Licenses) 14,711 Field Interview Form (42 License) 14,711 Drivers License Scanning Interface (42 Licenses) 6,053 Spillman Software Total: $ 242,334 • Section 3: Spillman Professional Services Description 36,291 • Installation and Implementation Management included -Pre Implementation Electing - Software Installation & Testing - Custom Programming - Interface Installation & Testing 1 - Training included - Assistance in data entry standards and code tables -Administrative and syst. m configuration assistance - On Sire Ueobasc (Mapping) Training -On Sitc Project Team Training -On Site End User Training (up to 16 attendees per class) - -On Site Go Live Assistance - End User 1' raining Classes Est. Hours IIUB 4 36 Incident Management 3 10 Fl & Intelligence 3 6 - Wanted Person &Traffic 4 4 Criminal History 6 Case Management 2 Evidence & Bar Coding 2 Florida Uai 4 Personnel 8 Itnagir_g 2 Equipment 1 Impound 1 Mobile , 14 Services Total: $. 36,291 Section 4: 3rd Party Products & Services Description - Price Advanced Public Safety 31,934 -24 QuickCrash with QuickExpart -5 PrcketCrash with PacketEsport -24 SmarSwipe (DL Scanning Software) -24 E-Seek Magstripe and 2D Reader Combo (U518 Driven License Scanners) • - Pmjecr Management from APS • 3rd Parry Products & Services Total: $ 31,934 - TOTAL PURCHASE PRICE: $ 310,559 CONFIDENTIAL AND PROPRIETARY INFORMATION OF SPI1.IAIAN (d 2005 T¢clmlag,q Inc. All rightsma.-cd. Page 2 of3 Pages Section 5: Second Year Maintenance - Second year maintenance lees r1.7 nnundudnl in to Purchase Price of this Agreement and is provided here as re ferenceintorcatiou only. Second-year rr.aimennncefea am charged beginning 12 months after the execution of Purchase Agre.cnmq regardless of to dais on which Customs actual use of the Spillman Software began, except to the vnrcm any delay in such use is due to the fault of Spillman Tedmologirs. Description I Esc Price • Estimated 2nd Year Support &Maintenance 34,825 Second Year Maintenance Total: $ 34,825 Section 6: Payment Terms PAYMENT PAYMENT PAYMENT AS SECEION DESCRIPTION CATEGORY UPON UPON SERVICES PAYMENT TOTALS CONTRACT INSTALL PROVIDED OTHER SIGNING 2 Software 242,334 121,167 121,167 3 Services 36,291 36,291 4 Hardware & 3rd Partv 31,934 23,950 7,984 Price Totals: I 310,559 I 145,117 I 129,151 I 36,291 Total Purchase Price: $ 310,559 SALES QUOTE / PURCHASE AGREEMENT Section 8: Agreement Terms 1. This Agreement only covers the products and services listed herein. 2. Customer agrees to pay all invoices within thirty (30) days of invoice date.. 3. Customer agrees to pay Spillman the Agreement Purchase Price according to the payment trans stared in Section 6, The Agreement Purchase Price is valid only through is expiration dare indicated and only if all listed products and services are purchased as a complete package ("Purchase Price" does not include second year maintenance C .) 4. Customer is solely responsible for the payment of any and all taxes resulting f,om the acceptance of this Agreement and purchase of the products and services described herein. 5. When signed by an authorized Customer representative this Agreement serves as the Purchase Agreement between Customer and Spillman. 6. This Agreement is subject to all turns and conditions in the corresponding, valid Computer Software End -User License Agreement (the "License Agreement ") and the related Maintenance Agreement between Customer and Spillman. 7. Any of the following events shall constitute a "default" under this Agreement: a. Customer's failure to pay Spillman any charges, costs, or other payment accruing herein, if such failure has not been corrected within thirty (30) calendar days after Spillman has given Customer written notice of such failure; or b. Customer's failure m perform any other obligation set forth in this Agreement, including any au of repudiation or wrongful rejection of the product, if such failure has nor been corrected within thirty (30) days after Spillman has given Customer written notice of sues failure. c. Spillman's failure to pet6nn any obligations set forth in this Agreement, if such failure has not been corrected within thirty (30) days after Customer has given Spillman written notice of such failure. 8. Upon occurrence of a default, the non -defaulting party may: a. terminate this Agreement and invoke all rights the parry possesses up to termination, including, in Spillman's case, repossession of the Product, and b. If Customer remains liable for any monetary obligations created under this Agreement, Spillman may accelerate and declare all obligations of ,Customer created under this Agreement to be immediately due and payable by Customer as ahquidaced sum and proceed against Customer in any lawful way for satisfaction of such sum; and C. In addition ro the forgoing, seek any other remedies that may he available at law or in equity. 9. Customer acknowledges that the monetary obhgadons of the Customer to Spillman under this Agreement constitute a commercial account_ Customer shall pay, in addition to all other amounts owed to Spillman, interest calculated at one andonc -half percent (1.5%) per month on all amounts that have not heen paid to Spillman pursuant to the terms of this Agreement, Or the highest rare permitted by law, whichever is Ices. Custo,ne2 shall also be Gable for all costs of collection, including reasonable attorney's fees whether or not a suit instituted. Any delay or _ failure of either party in exercising any right hereunder, or any partial exercise thereof, shall not be deemed to constitute a waiver of any right granted hereunder or at law. 10. This Agreement constitutes the entire Purchase Agreement between the parties, with aspect to the products and services listed herein, and no amendment ro this Agreement shall be binding on either parry unless such amendment is in writing and executed by authorized representatives ofboth parties. The parries understand that the License Agreetnent and the Support Agreement shall be considered with this Agreement as an integrated Agreement and t,5 the complete and exclusive statement of is pares obligations and responsibilities, with respect to the products and services listed herein and therein, except as otherwise provided by law. • CONFIDENTIAL AND PROPRIETARY INFORM1IAl toN OF SPIll.h1.\N P) 2005 Spillmm Technologies, Inc. All right, row,d page] of] Pages.