f. Contract approval - Laserfiche WebLink

WITNESSETH: WHEREAS, Licensor is the sole owner and developer of proprietary computer software, hereinafter collectively referred to as "Developed Software", and is in the business of granting licenses for the use of "Distributed Software". Distributed Software is software that is not developed directly by Licensor; and WHEREAS, Licensee is desirous of entering into a license agreement with licensor for use of Developed and/or Distributed Software; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. License. Licensor hereby agrees to grant licensee a nonexclusive nontransferable license to use at Licensee's offices the software set out in Appendix "A" attached hereto and by this reference made a part hereof. Licensee shall pay to Licensor therefore the sums set out on said Appendix "A" in accordance with the payment schedule set out herein. 2. Term and Termination. This license shall commence on the date of installation, and is renewable each and every January 1st at the amount outlined in Appendix "B". This AGREEMENT shall renew for succeeding one year periods, subject to the right of the Licensee to terminate this AGREEMENT by non-payment of annual license fee and Licensee shall have no further obligation to Licensor. This AGREEMENT may be terminated by Licensor, after ninety (90) days notice in writing to Licensee, if Licensee breaches this AGREEMENT or Licensee fails to comply with any of the terms or conditions hereof or if any charges owed by Licensee to Licensor hereunder remain unpaid for a period of 45 days. If Licensee cures said breach within said 90-day period, Licensee shall be in good standing under this AGREEMENT and Licensor shall no longer have a right to terminate this AGREEMENT for said breach. Termination of this AGREEMENT shall not affect the sums due or paid hereunder and shall not entitle Licensee to a refund of any amounts hereunder. This AGREEMENT may be terminated by Licensee, after ninety (90) days notice in writing to Licensor, if Licensor breaches this AGREEMENT or any other agreement between Licensee and Licensor or Licensor fails to comply with any of the terms or conditions hereof. If Licensor cures said breach within said 90-day period, Licensor shall be in good standing under this AGREEMENT and Licensee shall no longer have a right to terminate this AGREEMENT for said breach. Upon termination of this AGREEMENT, Licensee shall forthwith retum all software covered hereby and all copies hereof to Licensor or Licensee shall destroy same, and certify such destruction in writing to Licensor. After the initial 1 year term, CSA may increase its annual support fees for support services once each year not to exceed 10%. 3. Support Services and Annual License Fee. During the term of this AGREEMENT, including any renewals, Licensor and Licensee agree Licensor shall provide the support services set out in Appendix "B" attached hereto and by this reference made a part hereof and Licensee shall pay to Licensor therefore the sums set out on said Appendix "B". Licensor and Licensee agree that this support AGREEMENT is cancelable by Licensee by non-payment of Annual License Fees and Licensee shall have no further obligation to Licensor. For the basic annual support fees indicated in attachment "B" CSA will provide support on one set of data files, consisting of: A. Telephone assistance, which will be available Monday through Friday during normal CSA business hours, (8:00 AM to 5:00PM) exclusive of CSA holidays. B. Diagnostic services needed to correct errors in the Software or Documentation. The customer is responsible for providing CSA with sufficient information, data and portions of the Software so as to allow CSA to reproduce the error. C. Product Alerts D. Technical Bulletins E. Documentation updates as required 4