90-14 New World Systems3270 W. BiS Beaver Rd. Suite 300 Troy, Mi 48084 (313) 649-7100
ADDITIONAL SOFTW~{~F~ LICENSE AG{~{~IENT
lvir. l~ry l~e
Kodiak Is~nd Boron~h
710 Mill Bay Road
Kodiak, AK 99615
Dear l~. Page:
New World Systems is plensed to license yon additional software per your request.
The attached pages (Exhibit A) are to be reviewed and approved by you and/or your
authorized ~m~mtutive. They describe the additional software and/or services you
have requested along with the rela~ fees.
Other than for the purposes of internal review, we ask that you treat our fees as
confidential information. This is due to the competitive nature of our business.
The General Terms and Conditions from our original Agreement will also continue to
apply.
Your signature is all that is necessary to begin work. We look forward to working on
this project with you.
Sincerely,
NEW ,WORLD SYS~mlVlS~CORPO~RATION
President
Accepted:
LICIENSIi:D STANDARD SOWI'WARK PACKAGES
KODIAK Y~L~dqD BOROUGI-I fCUSTOMER~
IBM AS/400 MODEL D4S
A. LICI~ISl~D STkND~RD SOFI'WkRI~
APPLICATION
1. Enhanced Revenue Accounting
TOTAL LICI~SED STANDARD SOI~I~VARK COST:
COST
$6,000
TI~ ABOVE PACKAGE COSTS ARE V,~LTB THROUGI~ APRIL 2. 1991
EXHIBIT A / LICENSI~ STANDARD SOFTWARE PACK,__~ES
Continued
B. PA~ SCHEDULE
- DOWNPA~
(40% of Exhibit A Cost - Invoiced upon
receipt of signed Licensing Agmemen0
$2.400
- INSTALLATION PAYMENT
(50% of Exhibit A Cost - Invoiced upon
installation of each software pack~e
on your computer, normally within 15 days
from equipment awil~bility)
(10% of Exhibit A Cost - Invoiced 90 days
after ins~llation of each software
$6OO
- TOTAL LICENSED STANDARD SOFTWARE PAYMENTS DUE $~,000
NE~WORLD sYSTEMS CORPORATION-
GO¥~K~-~ENT soFTWARE LICENSE AGREF/4ENT
FOR
IBM AS/400
THE ATTACHED EXHIBITS ARE TO BE USED TO LICENSE
GOVERNMENT soFTWARE PACKAGES AND PURCHASE SUPPORT
SERVICES FRoM NEW WORLD sYSTEMS. NWS AGREES TO
LICENSE TO cUSTOMER THE soFTWARE/MODULES DESCRIBED
IN THE ATTACHED EXHIBIT A AND cUSTOMER AGREES TO
pURCHASE FROM NWS THE SUPPORTING SERVICES OUTLINED
IN EXHIBITS B AND C, ALL sUBJECT TO THE GENERAL
TERMS AND cONDITIONS SET FORTH IN EXHIBIT D.
1. EXHIBIT A - sTANDARD GOVERNMENT SOFTWARE
PACKAGES
2. EXHIBIT B
SUPPORT SERVICES AND FEES
AUTHORIZATION
EXHIBIT C - sTANDARD soFTWARE MAINTENANCE
AGREEMENT
4 EXHIBIT D - GENERAL TERMS AND CONDITIONS
· cOVERING SOFTWARE AND SERVICES
APPROVED: KODIAK ISLAND BOROUGH ALASKA
Name:
Title:
signature:
Date:
APPROVED: NEW WORLD SysTEMS cORPORATION
Name: Larr D. Leinweber
Title: Pres' ent
Signature: _~,
Date:
06-20-90
CONFIDENTIAL
FROM:
EXHIBIT A
STANDARD GoVERI~MENT soFTWARE PACKAGE~
NEW woRLD SYSTEMS cORPORATION (NWS)
~OROUGH ALASKA (cuSTOMER)
CONCERNING: LICENSING AND INSTALLATION OF APPLICATION soFTWARE
FOR LOCAL GOVEP/~MENTS uSING IBM AS/400 MODEL 45
A. standard software Packages
Please consider this your authorization to plan the
installation of the government application software
packages checked below.
COS~ MoNTH/YEAR REQUESTED_
APPLICATION $ 57,600 _When equipment avail.
1. Financial Software
- General Ledger Module
ud etary Accounting Module
? ~_~ u,,a~ Processing Module
Annu~
- Purchasing and Encun~rance Control Module
_ Requisition Processing Module
Accounts payable Module
evenue Accounting/Cash Receipts Module
~roject/Grant Accounting Module Module
- Municipal Billing and Receivable
- Fixed Assets Module
_ investment Tracking Module
18,000 When e~uipment avail.
2. payroll/Personnel Software --
- payroll with Base Personnel Module
- Advanced Personnel Module
33,600 When ecruipment avail~
3. Tax and Assessment software
- Geo property Master ModUle
- Assessment Roll Processing Module
- Tax Billing Module..
Tax Receivables Mo~u£e . ~_~.~
..... ~ ~ro~erty Assessln~
cONFIDENTIAL
EXHIBIT A
Page 2
APPLICATION
COST
4. Geo-Based Land $ 11,200
Management Software
Permits, Licensing, and Inspection Module
5. utility Billing Software 16,000
sUBTOTAL $136,400
6. Application source code (10%) 13,640
MONTH/YEAR REQUESTED
When ec~/ipment avail=
When ecruipment avail.
When equipment avail.
SOFTWARE cOST
LESS: cURRENT soFTWARE REBATE
TOTAL cOST OF APPLICATION SOFTWARE
$150,040
(45,000)*
$105,040'*
The above costs are contingent upon receipt of a signed Software License
Agreement on or before June 30, 1990.
* subject to verification by NWS receiving copies of Customer invoices
for previous software purchase.
** This figure is used for the cost basis of the Standard software
Maintenance Agreement. Refer to Exhibit C, page 2.
cONFIDENTIAL
· EXHIBIT A
Page 3
B. Payments on Standard Software
~(4~ of Exhibit A Cost - Invoiced upon
receipt of signed Licensing Agreement)
INSTALLATION PAYMENT
(~(~ of Exhibit A Cost - Invoiced upon
0installation of each software package
on your computer, normally within 15 days
from equipment availability)
- FINAL pAYMEIqT
(10% of Exhibit A Cost - Invoiced 90 days
after installation of each software
package)
$ 10~504
- STANDARD SO~"i~ARE PAYMENTS DUB
$ 105~040
NOTE: ALL PAYMENTS ARE DUE wITHIN TEN DAYS FROM RECEIPT OF INVOICE.
CONFIDENTIAL
EXHIBIT B
SUPPORT SERVICES AND F~FS AUTHORIZATIO~
Hours of Assistance Required
We recommend allocating adequate support hours per application on
standard software packages to provide:
- installation of Standard Software
- User Education and Training
other Technical assistance may be required including:
- Modifications to Standard Software
- Custom Design and Programming
- File Conversion Assistance
- Consultation of Customer Technical Staff
Based on the standard software licensed on Exhibit A, we suggest
that 550 hours of support services be scheduled. Actual usage
may b~--~her or lower based on Customer's use of support.
Avoiding or minimizing custom or modified features is beneficial.
Service Fees Estimat~
The above hours and any additional support
at the rate of $ 65.00 per hour. This rate is protected
one year from the date NW~ signs this Agreement.
Based on the hours listed above, the support service cost
estimated at $ 35,750 · *
· Plus travel at actual cost divided proportionately between
Customers visited on a trip.
services are available
for
is
e
Use of Time
The above time will be largely spent on Customer premises and
does not include travel time in excess of 4 hours per Customer
visitation. If substantial modifications, custom software, or
file conversion work is requested, NWS may schedule employees to
perform this type of work at N-WS facilities. This is to enhance
employee productivity and to save travel time and cost. Customer
shall be notified in advance should this occur.
palanents for Services and Travel Costs
All hours for services and travel costs will be billed weekly for
the previous calendar week. payments are due within fifteen (15)
days from receipt of invoice.
CONFIDENTIAL
EXHIBIT C
sTANDARD sOFTWARE MAINTEI~ANCE AGRE~
1. Service Period
maintenance agreement between New World Systems (NWS) an~
ware maintenance and other supporu .Je ...... ~
This agreement will remain in effect for a period of three (3) years
beginning 90 days after software installation (start date) to three
· Customer
ears after the start dat~! prov}ded, h~e~ i notice, whereupon
(~! Y inate tnls sSMA upon ~u ~ that the
az=er year 1, may term year'S fee shall be refunded. A
a prorated portion of the current
termination of services on either Exhibits B or C shall not terminate
Customer'S license to use the software described on Exhibit A.
2. Services Include~
The following services or features are included or available in the
standard software maintenance agreement:
(a) new releases of standard software including enhancements.
Previous releases are supported no longer than nine (9)
months after a new release is announced by NWS.
(b) program updates for problems or malfunctions to standard
software only (temporary fixes).
(c) updates to standard software user documentation.
(d) reasonable telephone support for standard software on
Monday through Friday from 8:00 a.m. to 7:00 p.m.
(Eastern Time Zone).
(e) participation in user group meetings.
(f) additional support services are available as requested by
Customer using (then) current hourly rates. Exhibit B has
a description of support services. Custom software is
supported using Exhibit B services and fees.
cUSTOMERS SHOULD BE AWARE THAT IF THEY HAVE REQUESTED cHANGES TO
STANDARD SO~"fWARE, THAT THESE cHANGES (NO HATTERWHoMAKES THE
cm, , zs) ST rOARX sorrwAR MO Z DIFF CW-,T TO
IN. IT ONAL OtmLY iNCtma
ANY cHANGES OR MODIFICATIONS REQUESTED BY CUSTOMER.
Items (a), (b) and (c) above will be distributed to Customer on
magnetic media as appropriate. Customer is to return the magnetic
media sent by NWS.
If used, additional support services (see Exhibit B) will be billed
at {then) current hourly rates. Travel expenses are billed at actual
cost. CONFIDENTIAL
Standard Software Ma~tenance Agreement
(cont.) Page 2
3. Software Packages Covered For IBM AS/400 Model 45
For the above services, 2a through 2e, Customer shall be billed, as
defined below, fifteen (15%) per cent of the Exhibit A cost per
module per year. At Customer request, NWS shall pro-rate the charges
for the first partial year of maintenance so as to permit the
Customer to coordinate payment on a fiscal year basis billing as of
July i of each year thereafter.
Annual
Application/Module Maintenance Cost
(3-Year Plan)
1. Financial Software (11 modules)
2. Payroll/Personnel Software (2 Modules)
3. Tax and Assessment Software (6 modules)
4. Geo-Based Land Management Software (1 module)
5. utility Billing Software (1 module)
6. Application Source Code
TOTAL: $ 105,040 $ 15,756
4. Billing
The total annual maintenance cost will be billed annually as
follows. This cost includes items 2a, 2b, 2e, 2d, and 2e from the
previous page.
For Period
Selected
Annual
Amount Billed
3 Year Plan $ 15,756
Billing Date
First day of the month
on the third month
following software
installation and
annually thereafter.
If used, support service hours (and travel costs) will be billed
weekly for the previous calendar week. All invoices are due fifteen
(15) days from receipt of invoice.
5. Ad~{tions of Software to Maintenance Agreement
Except when Exhibit C has been terminated by Customer, additional
standard software modules licensed from NWS will be added to the
maintenance agreement. Costs for the additional maintenance will be
billed to Customer prorata for the remainder of the maintenance year
and on a full year basis thereafter.
CONFIDENTIAL
EXHIBIT D
GENERAL TERMS AND CONDITIONS
1. Personnel
During the entire duration of this Agreement and for twelve (12)
months thereafter, each party agrees not to solicit or hire
current or former employees of the other without the other's
prior written consent.
NWS shall exercise its best efforts to furnish competent
employees for fulfillment of these Agreement obligations. NWS
shall require employees (when on Customer's premises) to comply
with all Customer's requlations and policies and shall promptly
remove those who do not comply. Given adequate cause, NWS shall
dismiss immediately from the project upon receipt of
notification, employees who are unsatisfactory for the services
to be performed hereunder. Such personnel shall be replaced with
individuals satisfactory to Customer as soon as possible.
2. Training and Installation Support Services
At Customer's request, NWS shall (as described on Exhibit B) make
available to Customer qualified representative(s) who will
provide training and other support services for each application
licensed. The training and support services shall include
software overviews and detail reviews by software module
licensed. The parties shall mutually agree to the time for
training and support services.
3. Correction and Software Maintenance on Standard Software
Packages
For 90 days after the software installation, NWS provides program
corrections and maintenance to standard software at no charge.
As part of this Agre.ement, Customer is also obtaining a NWS
Standard Software Maintenance Agreement (SSMA). The SSMA
provides a continuation of standard software maintenance and
other support services after the ninety (90) day period has
passed. The sSMA (see Exhibit C) shall begin on the following
date:
- 90 days after the software is installed.
The procedure for requesting standard software correction service
will be as follows:
a) Customer personnel will be required to document in writing
(with examples) each feature and/or report they believe to be
in error. Ail documentation will be forwarded to the Customer
liaison for review and control.
Page 2
b) The Customer liaison and a NWS Customer Support Manager will
review as may be required the software correction requests.
Invalid requests will not be serviced, valid requests will be
serviced at no charge. Requests for features and/or reports
that were not in the original software will be billed (if
approved) to the Customer. A valid request will be:
- when a feature and/or report is not working as designed
An invalid request will be:
the feature and/or report is working as designed
- a new feature and/or report is requested
This correction procedure does not apply to the following:
- situations where the software (programs) has/have been
changed by anyone other than NWS personnel.
situations where user operations error causes incorrect
information or reports to be generated.
4. Confidential information
subject to the requirements of the Freedom of Information Act
(FOIA) and/or any comparable state laws, each party shall treat
as confidential such information as the other may expressly
designate as confidential. In furtherance of this duty, each
party shall treat the other's confidential information as it
treats its own confidential information. Each party shall
instruct its employees not to divulge such information to third
parties without the consent of the other and shall take such
measures as may be reasonably requested by the other to preserve
the confidential nature of such designated information. In the
event any information is provided under the FOIA, notice and
copies of the information divulged must be sent to the other
party.
5. Utilization of Software and Software Documentation
a) General Provisions.
Both parties recognize that NWS owns all software licensed
under this Agreement. Upon availability of equipment, NWS
shall deliver to Customer one copy of the user manual and one
copy of the ~inary code of the software (in machine readable
form compatible with the system configuration selected - on
storage media supplied by Customer). With the payment of
licensing fees for source code, Customer shall have the right
to use, enhance, or modify all software for Customer's own use
as desired.
Page 3
The Customer (both through his own employees and/or through
other contractors/service organizations) agrees not to
distribute copies of programs or documentation in any form,
including magnetic media - to any parties, individuals, or
organizations outside of Customer's physical premises where
Customer's computer is located.
The effect of this provision is to provide Customer a single
use license that is limited to the original (or upgraded
model) IBM AS/400 processors (serial number) that is installed
at the Customer location.
er encv processing needs caused by fire,
In the event of ~..~_ ~ Customer's employees shal~ be
flood, or powe~_~=~o~~ and/or
=~ow~d to £=mu~ ~. = ....... ~=11 also D~
to keep a co~y oz p~u~z ..... ~--=~on with access llmltea
as they are locked ina secu&= ~u~
Customer liaison person.
The Customer agrees to provide for the enforcement of the
above provisions by the appropriate use of Non-Disclosure
Agreements that are to be reviewed with employees and/or
contractors/service organization that have access to the
programs and/or documentation.
b) ~ es on AS 400 Model Chan es difference
will P Y ~rPereSent AS/400
Customer a at the time of upgrade the
between the standard software charges ~o~ for
A) and the stanaar
model (see Exhibit o a charges
the upgraded AS/400 model. Software maintenance charges (see
Exhibit C) will be increased on the next annual billing date
after the upgrade occurs.
Customer agrees to immediately notify NWS when AS/400 models
will be upgraded and to pay promptly when invoiced.
c) Usa e of Non-Standard Software and intellectual Pro err of any
The license to use the programs or those portions
programs which are developed by NWS specifically for the
addition to the standard software
Customer is included in
license. NWS shall have the right to use any data processing
ideas, techniques, concepts, and/or know-how acquired by it in
the performance of services under this Agreement for the
advancement of its own technical expertise and the performance
of other service agreements; and that NWS shall have, without
restriction, the right to use all programs, procedures,
information, and techniques that are publicly available,
Page 4
obtained or obtainable from third parties and/or developed
~ndependently by NWS without specific reference to Customer's
organization. Under no circumstances shall the Customer be
allowed to sell, copy, or distribute any programs or
documentation developed for Customer by NWS - to any other
computer users.
d) Integration with U.S. Copyright Act
In addition to all provisions and restrictions provided under
this Agreement, Customer further agrees to be bound by and to
comply with any and all provisions of the U.S. Copyright Act.
In the event any provision of the U.S. Copyright Act and a
provision of this Agreement conflict, the more restrictive of
the two applies. In the event it cannot be determined which
is the more restrictive, then the provision within the
Agreement applies.
In the event of a termination of this Agreement by either party,
the Terms and Conditions of this Paragraph shall remain in effect
for both parties after the termination.
Insurance Requirements
NWS shall not coherence work under this Agreement until it has
obtained the insurance required under this paragraph.
a) Workers' compensation Insurance. NWS shall procure and
maintain during the life of this contract, Workers'
Compensation Insurance for all of its employees who engage in
the work to be performed; and, in case any such work is
sublet, if the contractor, shall require the subcontractor to
provide similar insurance for all of the latter's employees
who engage in the work.
b) Liabilit an ..... ~---~ the life of this contract,
shall procure and maintain uu~,,w .
Liability and Property Damage Insurance in an amount not less
than $500,000 on account of each accident; and in an amount
not less than $500,000 for each accident for damage to
property.
NWS will procure and
c) Automobile %iab!~it¥.=~ns%~an~'~s contract, Hired and Non-
n ~ne ~ze oz ~ .
maintain durl g ....... ~:~_ ~,~,~ and Property Da~.age
Ownership ~otor venl~e_f~u~o -~a~$300,000 for injuries,
· ,~,,v~nme in an amoun= nuu ~o- - . --~ ~ub4ect to
~ ...... U- . ..... ~ m.~ tO each person,
including acqlu~9==~ =~ .... in an amount not less tnan
the same llml ..... . ~_~ 4, an amount not less than
$300.000 for each accluenk; ="~3~ =-- m~-~-e to property.
~300]000 on account for each accluenu ~u~ .....
Page 5
7. Liabilities
NWS is an independent contractor. The personnel of one party
shall not in any way be considered agents or employees of the
other. As provided by law, each party shall be responsible for
the acts of its employees.
Each party shall be responsible for Workers' Compensation
coverage for its own personnel Each party shall indemnify and
hold the other harmless with respect to any claims or liabilities
arising out of its own acts of omissions or those of its
officers, employees, and/or agents.
8. Disclaimer, Release and Limitation of Liabilities
NWS specifically warrants that our standard software will perform
as represented in user manuals (based on then current release of
software).
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF NWS AND THE RIGHTS
AND REMEDIES OF CUSTOMER SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HF~FRy WAIVES,
RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS,
REPRESENTATIONS AND LIABILITIES OF NWS NOT SPECIFICALLY WARRANTED
HEREIN, TOGETHER WITH ALL RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER
AGAINST NWS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO ANY NON-CONFORMANCE OR IMPERFECTION IN ANY
SOFTWARE LICENSED HEREUNDER, INCLUDING BUT NOT LIMITED TO:
a) ANY IMPLIED WARP~tNTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE;
b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE;
c) ANY OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMedIES
(i) FOR LOSS OF USE, REVENUE OR PROFIT; AND/OR
(ii)
FOR ANY OTHER DIRECT, INCIDENTAL AND/OR CONSEQUENTIAL
DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OF
CUSTOMER TO THIRD PARTY.
CUSTOMER'S DAMAGES RECOVERABLE HEREUNDER ARE LIMITED TO THE
SO='~WARE COST LISTED ON EXHIBIT A. IN THE EVENT THAT, FOR
WHATEVER REASON, IT IS D~£'~MINED A LIMITATION OF P~24EDY
CONTAINED HEREIN, IF ANY, FAILS OF ITS ESSENTIAL PURPOSE, THEN
THE PARTIES AGREE THAT THE EXCLUSION OF INCIDENTAL AND/OR
CONSEQUENTIAL DAMAGES IS STILL EFFECTIVE. IT IS AGREED THAT NWS
MAKES ABSOLUTELY NO WARRANTY, UNDERTAKING OR REPRESENTATION OTHER
THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT, AND THAT CUSTOMER
IS NOT RELYING ON ANY OTHER REPRESEI~TATIONS OR STATEMENTS MADE BY
OR ON BEHALF OF NWS.
Page 6
Customer Responsibility
The Customer will be responsible for direct payment to IBM or
other parties for the purchase, lease, or rental of the equipment
components of this service.
The Customer must provide the management interface and support
necessary to successfully complete the installation of software.
This includes policy and procedure reviews, priority setting, and
timely involvement in supporting change in an envirorunent where
systems are being restructured and the organization is being
modified.
Customer shall assign a responsible person to act as liaison
between the Customer and NWS for the duration of the software
installation. The person shall: (i) be responsible for
obtaining responses to all of NWS's requests for information;
(ii) have authority to sign for and obligate Customer to any
changes relating to design, costs or delivery times; and (iii)
have authority to sign acceptance test documents evidencing
Customer's acceptance of each software deliverable pursuant to
the provisions of the applicable systems test procedures
specified in Paragraph 16.
The Customer must provide timely participation in systems
definition, detail design, and direction of user data collection
where appropriate.
The Customer must approve the overall system design according to
the implementation plan.
The Customer must edit and control the master file data - this is
required for accurate systems performance.
The Customer must provide qualified personnel to learn the
operations of the system(s) and to use the output from the
applications to be implemented.
Customer shall have appropriate personnel available for training
at the times scheduled, upon reasonable notice.
Customer shall make available at no charge to NWS adequate access
to reasonable office and desk space for NWS employees.
This Agreement for the license and installation of application
software requires the cooperation of both NWS and the Customer.
To the extent the Customer imposes additional requirements on NWS
for services other than expressly provided for in this Agreement,
NWS retains the right to make additional price adjustments and/or
any other adjustments that may be necessitated. To the extent
the Customer refuses to cooperate with B-WS as provided for .in
this paragraph or elsewhere in this Agreement, NWS may, at
Page 7
option, rightfully terminate any further performance on this
Agreement, retaining all moneys collected to that date, any
unpaid moneys due NWS and hold Customer liable for moneys then
due but not yet paid.
10. Arbitration
Except for matters which relate to Customer's failure to pay
promptly, or matters which are enforceable by injunction and/or
other equitable remedies, or are related to the employee,
confidentiality and/or non-disclosure paragraphs (paragraphs 1,
2, 5, and 13 of Exhibit D) any controversy or claim arising out
of or relating to this Agreement, or breach thereof, shall be
settled in arbitration in accordance with the rules then
prevailing of the American Arbitration Association. Judgment
upon any award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof.
As a condition precedent to arbitration, the parties agree that
before beginning an arbitration preceding, the management of both
parties shall have met at least two times in face-to-face
meetings in an effort to resolve any dispute or controversy
through normal business management practices. A minimum of one
meeting shall take place at each party's offices or other
mutually agreeable location.
11. Patents and Trademark Indemnification
12.
NWS agrees to indemnify and save the Customer harmless from and
against any and all judgments, suits, costs, and expenses
resulting from any alleged infringement or any patent or
copyright arising from the sale of software pursuant to this
Agreement and covenants that NWS will, defend or assist in the
defense of any alleged infringement of any patent or copyrights
provided that the Customer notifies NWS in writing of such
allegation within thirty (30) days of the date upon which the
Customer first receives notice thereof. Failure of the Customer
to give such notice shall relieve NWS of all obligations to
indemnify the Customer under this paragraph.
Billing
The Exhibit(s)
be allocated.
or Letter.
or Letter describing Fees explains how Fees will
Payment shall be due as defined in the Exhibit(s)
Page 8
13. Non-disclosure and Securit A reement on software
a) No unauthorized copies - in any form - will be made of New
world Systems property, including the following:
- Program libraries, whether source or object
Operating control language
- Test Data or sample files
- Program Listings
- Record Layouts
- All written documentation, such as user manuals and/or
systems manuals.
The only authorized copies allowed for this Agreement are
copies to be used for backup - which may be stored offsite if
kept in a locked area that has restricted access. All other
copies are unauthorized unless the Customer receives written
permission from New World prior to copying.
b) No use of the programs or documentation (noted above} will be
allowed other than processing the records of the end user who
originally licensed the software.
c) A failure by Customer (or third parties with access to the
software) to comply with the above restrictions will entitle
N-WS to any legal remedies available to NWS.
d) Customer agrees that third parties with access to the software
will be required to sign a Non-disclosure Agreement that
includes all of the terms in this Paragraph 13. Customer must
obtain and provide NWS a signed Non-Disclosure Agreement from
any third party before the third party is given access to
the software.
In the event of a termination of this Agreement by either party,
the Terms and Conditions of this Paragraph shall remain in effect
for both parties after the termination.
14. Termination
a) Termination - By Customer
vent NWS does not satisfactorily complete the
In t~ .e ~ --~,J~ in accordance with the terms of this
instal£atlon o~ ~u~_,~v~ ~ o~tion notify NWS of Customer'S
Agreement, Customer max =~ ~- =
intention to cancel or terminate this Agreement at any time
upon written notice to NWS. such notice shall provide a
detailed documentation and definition (with examples) of any
NWS shall have ninety (90) days from
to
deficiencies claimed. . '
receipt of said notice ~o correct deficlency in order
satisfy the terms of this Agreement. Customer agrees to
cooperate with B'WS at all times and shall use best efforts to
apply sound management practices to the resolution of any
claimed deficiencies - including reassignment of personnel by
Page 9
both parties if necessary to improve working relationships.
After installation of the software on Exhibit A, and
conditioned upon full payment of all amounts due NWS under
Exhibits A, B, or year ~ oJf Exhibit C; Customer, except for
paragraphs 1, 5, and 1 Exhibit D, shall be able to
terminate this agreement upon 90 days written notice to NWS.
Prior to termination, Customer agrees to have non-disclosure
agreements signed by Borough employees and/or third' parties
involved in maintaining the software.
b)
Termination - BY NW~
NWS shall be allowed to terminate
the following reasons:
(ii)
In
to
termination date and the Customer
and charges as provided in Exhibits A, B,
this Agreement for either of
Failure of Customer to make prompt payments for software
installed and/or installed and accepted.
Failure of Customer to fulfill his responsibilities as
outlined in Exhibit D, paragraph 9, of this Agreement.
Except for Customer's failure to make prompt payments, NWS
shall not be allowed to terminate during the first 180 days of
this Agreement. After 180 days, NWS may, for the reasons
stated above at its option, notify Customer of NWS's intention
to cancel or terminate this Agreement at 'any time upon written
notice to Customer. Such notice shall provide a detailed
documentation and definition of any deficiencies claimed.
Customer shall have ninety (90) days from receipt of said
notice to correct deficiencies that are related to Exhibit D,
paragraph 9, responsibilities - and Customer shall have ten
(10) days from receipt of said notice to correct deficiencies
that are related to failure to make prompt payment.
the event of termination by either party, NWS shall continue
provide its services, as previously scheduled, through the
shall continue to pay all fees
and C.
15. Notices
Notices to Customer shall be deemed effective when sent by
Registered or Certified U.S. Mail to the business address of the
Customer. Notices to NWS shall be deemed effective when sent by
registered or certified U.S. Mail to the following address:
New World System Corporation
3270 West Big Beaver, suite 300
Troy, Michigan 48084
Attention: President
16.
Software Acceptance Tests
Successful systems performance will be
the following acceptance criteria:
determined by either of
Page 10
Acceptance Criteria 1:
- The successful entry and editing of at least 100
transactions concurrently entered from multiple terminals
using the established procedures and controls.
- The successful processing of at least 50 file maintenance
transactions for the master files.
- The successful generation of standard output reports using
the established procedures and controls.
Customer's acceptance of NWS software and products shall occur
upon successful completion of the systems test procedure as
specified above. NWS and Customer shall mutually agree on the
test date of each software product deliverable - and Customer
shall not unreasonably delay the system test procedure. Both
parties shall jointly conduct the systems test procedure for each
software product. In the event that NWS and Customer cannot
agree on a test date and if NWS has notified the Customer of the
test date o~ a software product and Customer delays the start of
the systems est procedure for more than fourteen (14) calendar
days, then acceptance shall be deemed to have occurred for that
software product deliverable.
17.
Acceptance Criteria ~
Customer's acceptance of the software products shall occur based
on Customer using the software products to produce data or output
which is distributed for actual use and/or otherwise utilized as
"live data" (e.g. payroll checks, water bills, tax bills, general
ledger reports, data base searches and/or inquiries, police
reports, fire reports, etc.)
Performance Bond Requirement
In those situations where Customer requests NWS .to provide a
Performance Bond, NWS shall provide a Performance Bond for the
software on Exhibit A. Customer shall pay for the cost of the
Performance Bond. Customer also agrees to pay promptly for the
Performance Bond when invoiced by NWS.
18.
Genera%
nt is the entire Agreement between the parties
This Agreeme ...... ~tt-n or oral, between
the parties ~ modified only in writing s~gned Dy no
it may be amended or ~ .~ = ....... -~ by the laws of the
parties. -~-nl~ ~w~ ..... _ ~, =_ ~.~,~ ~n the successors an~
~tate of Alaska and .it sna_lt_ u~_~ ~adings which appear
' he artles. ~n= w=~ ~. =
~:~Sar°ef ~clu~2d solely for convenience and shall not be used
in the interpretation of this Agreement.