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<br />.'i! <br />l <br />, <br /> <br />e.-IJO. '1-Y UJOg-iZ <br /> <br />TRUE AUTOMATION MASTER LICENSE AND SERVICES AGREEMENT <br /> <br />This Master License and Services Agreement (this "Agreemenr) is made and entered into effective this ("Effective Date") by and between <br />True Automation, Inc., a Texas corporation ("TRUE AUTOMATION") FID # 75-2737469 and Kodiak Island Borough, Alaska ("Licensee"). <br /> <br />1. PURCHASE ORDERS. <br />1.1. Licensee may issue to TRUE AUTOMATION written <br />purchase orders identifying the Licensed Software (as defined <br />below) and services Licensee desires to obtain from TRUE <br />AUTOMATION. Such purchase orders shall be consistent with <br />the terms and conditions of this Agreement. It is the parties' <br />intent that the initial version of each purchase order shall be <br />generated by TRUE AUTOMATION. TRUE AUTOMATION shall <br />accept any mutually agreeable purchase orders or alterations <br />thereto which do not establish new or conflicting terms and <br />conditions from those set forth in this Agreement and the <br />exhibit(s) attached hereto or entered into pursuant to the terms <br />of this Agreement. In the event of a conflict between the terms <br />of this Agreement and a purchase order, the applicable terms of <br />this Agreement shall prevail over the conflicting terms of such <br />purchase order. TRUE AUTOMATION may reject a purchase <br />order that does not meet the conditions described above by <br />promptly providing to Licensee a written explanation of the <br />reasons for such rejection. In order to be valid, all purchase <br />orders submitted by Licensee must be substantially in the form of <br />Purchase Order 1 attached hereto and shall be executed by <br />authorized representatives of each party prior to taking effect. <br />Purchase orders or alterations thereto accepted in accordance <br />with this Section are referred to herein as "Purchase Orders." <br />Each executed Purchase Order shall be attached hereto and <br />incorporated herein as Purchase Order 1, 2, et seq. <br /> <br />2. LICENSE. <br />2.1. Grant of License. Subject to the terms of this <br />Agreement and any applicable Purchase Order, TRUE <br />AUTOMATION hereby grants to Licensee a non-exclusive, non- <br />transferable, non-sublicenseable, restricted license to use for <br />intemal purposes (the "License") during the license term <br />specified in such Purchase Orders (the "License Period"), the <br />object code for the TRUE AUTOMATION Property Appraisal and <br />Collections System ("PACS") software (the "Licensed <br />Software"). The Licensed Software may be used only by <br />Licensee during the applicable License Period. The License <br />permits named users designated by Licensee in Purchase <br />Orders ("Authorized Users") to use the Licensed Software. <br /> <br />2.2. Prohibited Uses. Licensee may not (i) transfer all or <br />any portion of the Licensed Software to a different computer <br />configuration or permit use by third parties or other functionally <br />independent business units affiliated with Licensee or Affiliates of <br />Licensee, (ii) reinstall or use the Licensed Software or <br />documentation following the expiration or termination of this <br />Agreement unless it enters into an additional license agreement <br />with TRUE AUTOMATION, (Hi) attempt to circumvent any <br />technical devices of the License Software that are directed at, or <br />have the effect of, enforcing the terms of this Agreement, (iv) <br />make copies of the Licensed Software, or (v) modify, create <br />derivative works, translate, decompile or create or attempt to <br />create, by reverse engineering or otherwise, the source code <br />from the object code supplied to Licensee. Licensee may not <br />remove, modify or obscure any copyright, trade secret, <br />confidentiality, trademark, service mark or other proprietary <br />rights, notice or legend on any copy of the licensed Software, <br />the media on which it is contained, or related data, <br />documentation or other materials. An "Affiliate" shall mean any <br />person or entity that controls, is controlled by, or is under <br />common control with another (with "control" meaning ownership <br />of 50% or more of the voting control of any person or entity). <br /> <br />2.3 Desianated Hardware. The Licensed Software may be <br />used only on the Designated Hardware referenced in any <br />Purchase Order or attachment thereto, at the location(s) specified <br />in such Purchase. Order <br /> <br />3. Services. <br />3.1. Professional Services. TRUE AUTOMATION shall <br />provide professional services ("Services") as described in <br />Purchase Orders to assist with data conversion, system <br />implementation and configuration, customization, and installation, <br />or in connection with other activities as may be described in <br />Purchase Orders. Subject to the mutual agreement of the parties <br />in a Purchase Order, TRUE AUTOMATION personnel will perform <br />these Services at the rate and charges set forth in such Purchase <br />Order, plus applicable travel, meal and lodging expenses. <br /> <br />3.2. Maintenance and Support Services. True Automation <br />shall provide maintenance and support services ("Maintenance") <br />as described in Purchase Orders to (i) maintain the Licensed <br />Software in conformance with its documentation., (ii) provide to <br />Licensee all bug fixes, updates, upgrades and patches for the <br />Licensed Software that are generally released to TRUE <br />AUTOMATION's Maintenance customers, and (Hi) to provide <br />technical phone support and other services as described in <br />Purchase Orders. The fees for Maintenance shown in Purchase <br />Orders include one year of Maintenance, and shall be invoiced to <br />Licensee upon completion of the final implementation of the <br />Licensed Software. Thereafter, unless terminated by Licensee <br />upon sixty (60) days written notice, the fees for Maintenance shall <br />be invoiced at the same rate as the previous Maintenance term, <br />subject to annual increases not to exceed 10%. In the event <br />Licensee fails to renew Maintenance for two consecutive years, the <br />License will terminate in accordance with Section 7 herein. If <br />Licensee ceases paying for Maintenance as described herein, <br />TRUE AUTOMATION shall continue to provide support for the <br />Licensed Software for up to (1) one year (the "Grace Period"), but <br />will not provide to Licensee any updates or enhancements to the <br />Licensed Software during such Grace Period. In the event <br />Licensee does not pay for all outstanding and accrued fees for <br />Maintenance after the Grace Period, the License and Maintenance <br />will terminate, and TRUE AUTOMATION will have no further <br />obligation to provide such Maintenance services. Licensee <br />understands and agrees that if Licensee discontinues and then <br />resumes the use of Maintenance, licensee will be required to pay <br />TRUE AUTOMATION the entire Maintenance fees for the period of <br />discontinuance, plus the Maintenance fees then commencing. <br />Unless otherwise set forth in an applicable Purchase Order, <br />support calls for Maintenance will be provided during normal <br />business hours, and will be responded to in a maximum of 2 hours <br />from the time the call was placed. <br /> <br />3.3. Insurance. During the term of this Agreement, TRUE <br />AUTOMATION shall, at its sole cost and expense, secure and <br />maintain workers' compensation insurance in amounts as required <br />by the applicable statutes, employer's liability insurance in a <br />minimum amount of $500,000; commercial general liability <br />insurance in a minimum amount of $1,000,000; and professional <br />liability (errors and omissions) insurance in an amount not less <br />than $1,000,000. TRUE AUTOMATION shall furnish to licensee <br />certificates of insurance reflecting policies in force as requested by <br />Licensee. <br /> <br />4. Fees and Exoenses. <br />4.1. In consideration for the License and the Services and <br />Maintenance to be provided by TRUE AUTOMATION, licensee <br /> <br />TRUEAUTOMATION,INC. <br />COMPANY CONFIDENTIAL <br />Page 1 of 16 <br />