Loading...
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.