HomeMy WebLinkAboutStandard Software License and Services Agreement
Augusta Richmond GA
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DOCUMENTTYPE A311:eWlen+
YEAR: ) qCJ <Z
BOX NUMBER: 5'
FILE NUMBER: I 0-13 '2.
NUMBER OF PAGES: 11)
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888 West Big Beaver Road Suite 1100 Troy. MI 48084 (248) 269-1000
March 2,1998
ST ANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT
This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is
between New World Systems~ Corporation ("New World"), a Michigan Corporation and Augusta, Georgia
("Customer"). This Agreement sets forth the terms and conditions under which New World will furnish the Licensed
Products and will provide certain services described herein to Customer.
The attached Exhibits include:
Exhibit A . , , , , , , . , , ., LICENSED STANDARD SOFTWARE AND FEES
Exhibit B , , . , . , . , . , .. INST ALLA nON AND TRAINING SUPPORT SERVICES AND FEES
Exhibit C..".....,.. STANDARD SOFTWARE MAINTENANCE AGREEMENT
Exhibit D"".,'.,.., NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
Exhibit E , , , , , , , . , , " DEMONSTRA nON SITE DISCOUNT
By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits,
This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters
referenced herein and replaces any prior oral or written representations or communications between us. Each
individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the
organization for which (s)he represents and that all the necessary formalities have been met.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS~ CORPORATION
(New World)
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Date:
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This Agreement is effective upon the last date as shown on this cover page.
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CONFIDENTIAL
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(Rev SSL&SA 1I/95)
AUgu5ta/Riehmond Consolidated Govenunent, Georgia
. -
1. DEFINITIONS. The following terms as defined below are used throughout this Agreement:
1. "Licensed Standard Software":
The eU:Tent version of New World standard and development applieation software paekage(s) (in maehine readable eode and, if applicable, the
related souree eode) listed on Exhibit A. "Development Software" is standard applieation software eurrently under development by New World
whieh, ifapplieable, will be eompleted and delivered to Customer as Lieensed Standard Software during the term of this Agreement
2. "Upgrades":
Any enhaneed andlor improved versions of the Lieensed Standard Software provided as Lieensed Standard Software under Exhibit C of this
Agreement and released after the exeeution of this Agreement
3. "Licensed Cusl'om Software":
Any software (programs or portions of programs) developed by New World speeifieally for Customer's own use.
4. "Licensed Software":
The Lil:ensed Standard Software (including any Development Software), Upgrades, and Lieensed Custom Software provided under this Agre-
ement
5. "Licensed Documentation":
New World User Manuals whieh includes the eurrent specifieations for the Lieensed Standard Software and other written instruetions relating
to the Lieensed Software (such as Produet Bulletins, installation instruetions, and training materials).
6. "Authorized Cupies":
Except as provided in Seetion II, subparagraph 1.3, the only authorized eopies of the Lieensed Software and Lieensed Doeumentation are the copies
of eaeh applieation software paekage defined in this Paragraph. They are:
(i) the single copy of the Lieensed Software and the related Licensed Doeumentation delivered by New World under this Agreement;
and
(ii) any additional eopies made by Customer as authorized in Seetion II, subparagraph 1.2.
7. "Licensed Products":
The Li<:ensed Software, the related Lieensed Documentation, and the Authorized Copies of the foregoing.
8. "Customer Liaison":
A Cust'Jmer employee assigned to aet as liaison between Customer and New World for the duration of this Agreement Within ten (10) days
ofexeeution of this Agreement, Customer shall notify New World of the name of the Customer Liaison.
9. "SSM A ":
The New World Standard Software Maintenanee Agreement as set forth in Exhibit C.
10."Computer":
The single IBM AS/400 model 50 proeessor, to be loeated at:
530 Greene Street
Augusta, GA 30911
Custome15hall identify in writing the serial number of the Computer within ten (10) days of reeeipt of the Computer or within ten (10) days of
exeeution of this Agreement, whiehever is later. If the Computer is to be relocated, Customer shall notify New World of the new loeation in
writing prior to the reloeation.
11. "Confidentia/lnfornuuion":
Information disclosed or obtained by one party in conneetion with, and during the term of, this Agreement and designated as "Confidential" by
the p~' claiming eonfidentiality at the time of disclosure. Confidential Information does not include any information whieh was previously known
to the other party without obligation of eon fide nee or without breaeh of this Agreement, is publicly disclosed either prior or subsequent to the other
party's reeeipt of sueh information, or is rightfully reeeived by the other party from a third party without obligation of eonfidenee.
II. GENERAL TERMS AND CONDITIONS
1.0 SINGLE USE LICENSE
1.1 In consideration of Customer's payment of the license fees specified in Exhibit A and the applicable
custom software fees, if any, New World grants Customer a nontransferable and nonexclusive license to
use the Licensed Software only on the Computer and only for its internal processing needs. Once
Customer has fully paid the license fees for the Licensed Software, Customer shall have the right and
license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the
Computer. In accordance with the payment plan(s) on the attached Exhibits, New World will deliver to
Customer one copy of each application of the Licensed Software (in machine readable form compatible
with the specified operating environment) on storage media supplied by Customer and one copy of the
related Licensed Documentation.
1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2)
back up copies on magnetic media of each application of the Licensed Software and one back up copy of
the related Licensed Documentation. These Authorized Copies may be stored off-site away from Custo-
mer's premises as specified in the Definitions so long as they are kept in a location secure from
unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute,
disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or
in part, in any form or media. This restriction on making and distributing the Licensed Products or copies
of any Licensed Product, includes without limitation, copies of the following:
(i) Program libraries, either source or object code;
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AugustalRiehmond Consolidated Government, Georgia
(ii) Operating control language;
(iii) Test Data, sample files, or file layouts;
(iv) Program Listings; and
(v) Licensed Documentation.
1.3 Upon written request by Customer, and with written permission by New World, additional Authorized
Copies may be made for Customer's internal use only.
2.0 OWNERSHIP
2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein,
remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest
in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license
to use the Licensed Products as restricted herein.
2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in
this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or
know-how acquired by it in the perfonnance of services under this Agreement including the development
of Licensed Custom Software for the advancement of its own technical expertise and the perfonnance of
other Software License and Service Agreements or any other applicable agreements. New World shall
have, without restriction, the right to use all programs, procedures, infonnation, and techniques that are
publicly available, obtained or obtainable from third parties andlor developed independently by New
World without specific reference to Customer's organization.
3.0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE
3.1 For a warranty period of ninety (90) days after the date the Licensed Standard Software is installed on
computer and during the tenn of Customer's SSMA (see Exhibit C), New World provides software
correction service and maintenance for the Licensed Standard Software. See Exhibit C for a description
of the services available, the applicable fees and procedures, and the SSMA start date.
4.0 WARRANTIES
4.1 New World warrants that the Licensed Standard Software will perfonn as specified in its user manuals
based on the then-current release of the Licensed Standard Software.
4.2 New World warrants that it possesses the necessary intellectual rights to license to Customer the Licensed
Software provided hereunder.
The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New
World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's
requir,~ments or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN TIllS
PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, ITS MERCHANTABILITY, ITS FITNESS
FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFOR-
MANCE, COURSE OF DEALING OR USAGE OF TRADE.
5.0 INSTALLATION AND TRAINING SUPPORT SERVICES
5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to
Customer qualified representative(s) who will provide installation and training support services for each
application of the Licensed Software delivered. See Exhibit B for a description of the services provided
and the applicable fees and procedures.
6.0 CUSTOMER LIAISON AND CUSTOMER RESPONSIBILITIES
The successful implementation of the Licensed Products into Customer's environment requires Customer's
commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the
following:
6.1 Customenmderstands that the Licensed Software is designed to run in a specified operating environment
which includes hardware, software and related equipment not provided by New World. Customer is
responsible for assuring that the appropriate hardware equipment, the related components and all cabling
are installed timely and are suitable for the successful installation of the Licensed Software.
6.2 Customer agrees to provide the management interface and support necessary to successfully complete the
CONFIDENTIAL
Page 3 of 8
(Rev SSL&SA 1lI95)
AugustalRiehmond Consolidated Government. Georgia
implementation of the Licensed Software. This support includes upper level priority setting and timely
involvement during and after a change in Customer's organization, Customer's operations and/or after
changes in Customer's internal policies or procedures which directly affect the software implementation.
6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the
Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond
its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is
not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison.
In addition to other duties and responsibilities, the Customer Liaison shall:
(i) provide timely answers to New World's requests for infonnation;
(ii) coordinate a mutually agreeable training schedule;
(iii) have authority to sign for and obligate Customer to any matters relating to service requests,
design documents, perfonnance test documents and/or delivery and service dates;
(iv) in situations where Customer participation is required, provide timely input for systems
definition, detail design, and use of the software system.
6.4 Customeris responsible for creating and maintaining its master files, tables and the like which includes
accurate data' entry, accurate file editing and overall file control to assure successful systems perfonnance,
6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed
Software and to interpret the output. Applying the output infonnation in Customer's environment is
Customer's sole responsibility.
7.0 BILLiNG AND AS/400 MODEL UPGRADE CHARGES
7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under
this Agreement. To the extent Customer imposes additional requirements on New World for services
other than those expressly provided in this Agreement, New World retains the right to make additional
price adjustments and/or any other adjustments which may be necessitated. Before perfonning these
additional services, New World will notify Customer that the services are subject to additional charge.
7.2 If Customer upgrades the computer model of its AS/400 Computer, at the time of the upgrade, Customer
agrees to pay the difference between the standard software charges for the present AS/400 model (see
Section I, definition number 10) and the then-current standard software charges for the upgraded AS/400
model. SSMA fees shall be increased according to the upgraded AS/400 charges on the next annual billing
date after the upgrade occurs. With said payments, the license provided in Section II, Paragraph 1.0
transfers to penn it Customer's use of the Licensed Software on the upgraded AS/400 model.
7.3 Customershall notify New World when AS/400 models will be upgraded and will pay the upgrade fees
promptly when invoiced.
8.0 NON-RECRUITMENT OF PERSONNEL
8.1 During the tenn of this Agreement and for twenty-four (24) months thereafter, each party agrees not to
solicit or hire current or former employees of the other without the other's prior written consent.
9.0 CONFIDENTIAL INFORMATION/NON-DISCLOSURE AGREEMENT
9.1 Subject to the requirements of the Freedom ofInformation Act (ForA) and/or other comparable applicable
state law, each party shall hold all Confidential Information in trust and confidence for the party claiming
confidentiality and not use such Confidential Infonnation other than for the benefit of that party. The other
party agrees not to disclose any such Confidential Infonnation, by publication or otherwise, to any other
person or organization.
9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Infonnati?n and
proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or
otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New
World's proprietary rights in the Licensed Products, including without limitation the following measures:
(i) Customer shall only pennit access to the Licensed Products to those employees who require
access and only to the extent necessary to perfonn Customer's internal processing needs.
(ii) With respect to agents or third parties, Customer shall penn it access to the Licensed Products
only after New World has received, approved and returned a fully executed Non-Disclosure
Agreement to Customer (see Exhibit D), New World reserves the right to reasonably refuse
access to a third party after it has evaluated the request. Customer agrees to provide infonnation
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(Rev SSL&SA I] 195)
Augusta/Richmond Consolidated Government, Georgia
reasonably requested by New World to assist New World in evaluating Customer's request to
permit third party access to the Licensed Products, In addition to any other remedies, New
World may recover from Customer all damages and legal fees incurred in the enforcement of
this provision on third party access;
(iii) Customershall cooperate with New World in the enforcement of the conditions set forth in the
attached Non-Disclosure Agreement or any other reasonable restrictions New World may specify
in writing in order to permit access;
(iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its
proprietary materials; and
(v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software.
9.3 Customeragrees that in addition to any other remedies that may be available at law, equity or otherwise,
New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on
Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a
condition for the relief sought.
10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES
New World's entire liability and Customer's exclusive remedies are set forth below:
10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided under
this Agreement, New World will correct the defect so that it conforms to the warranties set forth in
Section 11, subparagraph 4.1; or if after repeated attempts to correct the non-conformity, New World is
unable to correct the non-conformity, then Customer may recover its actual damages subject to the limits
set forth in subparagraph 10,2 below. For any other claim arising under or in connection with this
Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2
below.
10.2 New World's liability for damages, regardless of form of action, is limited to the recovery of direct
damages up to the Exhibit A Licensed Standard Software fees paid to New World.
10.3 In no event shall New World be liable for any damages relating to Customer's failure to perform its
responsibilities or for loss of use, revenue or profits, or for any incidental or consequential damages, even
if New World has been advised of the possibility of such damages. Ifit is determined that a limitation of
liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion
of incidental and/or consequential damages is still effective.
11.0 INTEGRATION WITH US COPYRIGHT ACT
11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and
to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976. use
Sections 101-810 (1976) as amended by 17 US e Sections 101-810 (1982)). Ifa provision of the U.S.
Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be
determined which is the more restrictive, then the provision within this Agreement shall apply.
12.0 INDEPENDENT CONTRACTOR
12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered
agents or employees of the other. To the extent provided for by law, each party shall be responsible for
the acts of its own employees,
12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel.
13,0 INSURANCE REQUIREMENTS
New ';Vorld shall not commence work under this Agreement until it has obtained the insurance required under this
paragraph. .
13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this
Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be
performed,
13.2 Liability and Property Insurance-Comprehensive Form: New World shall procure and maintain
during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than
$1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for
CONFIDENTIAL
Page 5 of 8
(Rev SSL&SA 11195)
Augusta/Riehmond Consolidated Government, Georgia
damage to property.
13.3 Automobile Liability Insurance: New World will procure and maintain during the term of this
Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in
an amount not less than $500,000 for injuries, including accidental death, to each person; and, subject to
the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount
not less than $500,000 on account for each accident for damage to property.
14.0 DISPUTE RESOLUTION PROCEDURE
14.1 Except for matters which relate to prompt payment, or which are enforceable by injunction and/or other
equitable remedies, or are related to the employee, confidentiality and/or non-disclosure paragraphs
(paragraph 9.0 and its subparagraphs therein), any dispute or controversy arising out of or relating to this
agreement, or breach thereof, shall be settled by the following procedure.
Levell: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), the
Customer shall have at least one (I) management meeting for the purpose of resolving the
dispute or controversy through nonnal business management practices, The meeting must
be held between upper-level managers of both Customer and New World. Both parties
agree to put forth their best efforts in these meetings. The meeting shall be held at
Customer's offices. The Level 1 period shall begin when one party gives notice to the
other by certified mail that it is entering into this Level 1 procedure to resolve the dispute.
Level 2: Only after the parties have completed Levell of the DRP without resolving the dispute or
controversy and before entering into Level 3 of the DRP, the Customer and New World
shall enter into a mediation process. The mediation process is defined as follows:
The parties shall select a mediator from the American Mediation Association list
to aid the parties in resolving the dispute or controversy. The mediator shall not
be an employee or former employee of either party. The hearing shall be held at
a location chosen by New World within the State of Georgia. At the hearing,
each party may present materials and/or arguments to the mediator.
Level 3: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution
of the dispute or controversy, either party may bring a legal process in U.S. District Court
in the State of Georgia, if the jurisdictional requirement is satisfied. If the party cannot
bring a suit in U. S. District Court because the jurisdictional amount is not satisfied, then
the party may raise the claim in a court within the State of Georgia having appropriate
jurisdiction. Both parties agree to submit to jurisdiction of the court elected by the
claiming party and hereby waives any objection to said Georgia jurisdiction.
15.0 TERMINATION
15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the
terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days
written notice as follows:
(i) The termination notice shall provide a detailed description (with examples) of any
warranty defects claimed;
(ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty
defects in order to satisfy the terms of this Agreement;
(iii) During the ninety day cure period, Customer shall apply sound management practices and
use its best efforts to resolve any issues or obstacles-including cooperating with New
World and reassigning personnel if necessary to improve the working relationship;
(iv) At the end of ninety (90) days unless the termination has been revoked in writing by
Customer, the Agreement terminates.
15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if
Customer fails to fulfill its responsibilities outlined in Section II, Paragraph 6.0, then New World may
at its option terminate this Agreement with written notice as follows:
(i) The termination notice shall define the reason for termination;
(ii)
If the cited reason for termination is Customer's failure to make prompt payment,
Customer shall have ten (30) days from receipt of said notice to make payment in full for
all outstanding invoiced payments due;
If the cited reason for termination is Customer's failure to fulfill its responsib'ilities,
(iii)
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AugustalRiehmond Consolidated Government. Georgia
Customer shall have ninety (90) days from receipt of said notice to correct any actual
deficiencies in order to satisfy the tenns of this Agreement;
(iv) During the applicable cure period, New World will use sound management practices and
its best efforts to resolve any issues or obstacles -- including the reassignment of personnel
if necessary to improve the working relationship;
(v) At the end of the applicable cure period, unless the tennination has been revoked in writing
by New World, the Agreement tenninates.
15.3 In the event oftennination by either party, New World shall continue to provide its services, as previously
scheduled, through the tennination date and the Customer shall continue to pay all fees and charges
incurred through the tennination date as provided in the attached Exhibits.
15.4 In the event neither party terminates this Agreement under subparagraphs 15.1 or 15.2 above, it naturally
terminates unless it is renewed at the end of the initial SSMA term as set forth in Exhibit C, except that the
restricted license to use the Licensed Software on the Computer as provided hereunder is perpetual so long
as all Exhibit A license fees and applicable Custom Software fees have been paid in full.
15.5 Upon tennination, Customer shall return to New World all copies of each application of Licensed
Software and related Licensed Documentation provided to Customer under this Agreement for which the
Exhibit A license fees and applicable Custom Software fees have not been paid in full.
15.6 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim
for damages.
15.7 The Terms and Conditions relating to non-disclosure, confidentiality and non-recruitment of personnel
survive termination.
16.0 PATENT AND TRADEMARK INDEMNIFICATION
New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits,
costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any
patem or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement,
provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date
upon which the Customer frrst receives notice thereof. New World's obligation to indemnify and save Customer
harmless under this paragraph is void if the claim of infringement arises out of or in connection with any
modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically
authorized in writing by New World.
17.0 NOTiCES
17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the
business address of the Customer.
17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the
following address (or to any other address so specified by New World):
New World Systems Corporation
888 West Big Beaver, Suite 1100
Troy, Michigan 48084.Attention: President
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18.0 GENERAL
18.1 This Agreement is the entire agreement between the parties superseding all other communications, written
or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be
amended or modified only in writing signed by both parties,
18.2 This Agreement is governed by the laws of the State of Georgia and it shall be binding on the successors
and assigns of the parties.
18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any
other provision of this Agreement.
18.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered
hereunder, may be brought by either party more than one (I) year after the cause of action has accrued,
except that an action for non-payment of fees may be brought within two (2) years of the date of the
payment was due.
18.5 The paragraph headings which appear herein are included solely for convenience and shall not be used in
the interpretation of this Agreement. Any provision of this Agreement determined to be invalid or
otherwise unenforceable shall not affect the other provisions, which other provisions remain in full force
and effect.
[F ;\BDlSKSlGEORG IA \AUGUST A.GA IPROPOSAL\2CNTRCT. T &C]
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AugustalRiehmond Consolidated Government, Georgia
EXHIBIT A
FOR LICENSED STANDARD SOFTWARE AND FEES
Application Package
A. License Fee for LICENSED STANDARD SOFTWARE and DOCUMENTATION selected bv CUSTOMER:
1. Aegis- Combined Law EnforcementfFire/EMS CAD
- L"nit Status Monitors and Unit Recommendations
- Geo-File Verification and Location Alerts
- Note Pads and Tone Alerts
- Hazardous Alerts
- Interface to Records
- Run Cards
2. Additional Aegw Software for Computer Aided Dispatch I
E-9II Interface
3. Aegis- Law Enforcement Records Software Base Package
(Singlt:-jurisdiction)
- Incident Tracking Module
- Case Processing Module
- Arrest Module
- Property Module
- PersonnellEducation Module
- Computer Aided Investigations Module
- UCR (Federal Reports) Module
- Wants and Warrants Module
- Traffic Tickets and Citations Module
- Accidents Module
- Business Registry Module
4. Additional Aegis- Law Enforcement Records Software
Field Investigations Module
Gun Permits Module
Ca~.e Management Module
Bicycles Module
Pawn Shops Module
Bookings Module
Index Cards Module
Career Criminal Apprehension Module
Geo File Verification Module
5. Logos-Utility Management Software
Water and Sewer Billing
LICENSE FEE TOTAL:
DEMONSTRATION SITE DISCOUNT
TOTAL LICENSE FEES:
Exhibit A/LICENSED STANDARD SOFTWARE AND FEES
Does not include any required third party equipment or software.
CONFIDENTIAL
(Rev S.L.&SA 11/95)
Cost
120,000
12,000
70,000
12,000
12,000
12,000
12,000
12,000
20,000
12,000
12,000
.1l..Q.Q.Q
45,000
$363,000
(363.000)
$Q
City of Augusta, Georgia
Page 2
B. License Fee Payment Schedule for Licensed Standard Software and Documentation
1. DO\VN PAYMENT $Q
(40% of the total Exhibit A cost-
Invoiced upon receipt of signed Standard
Software License and Services Agreement)
2. DELIVERY PAYMENT $Q
(50% of each application cost-
Invoiced as each Exhibit A Licensed Standard
Sofu^,are package is delivered to Customer)
3. FINAL PAYMENT $Q
(10% of each application cost-
Invo:iced 90 days after delivery of each
Licensed Standard Software package)
TOTAL LICENSED STANDARD SOFTWARE PAYMENTS DUE $Q
ALL PAYMENTS ARE DUE WITIllNFIFTEEN (15) DAYS FROM RECEIPT OF INVOICE
PRICING VALID THROUGH MARCH 31. 1998
CONFIDENTIAL
(Rev S.L.&SA 11/95)
City of Augusta, Georgia
EXHIBIT B
INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES
1. Trainine and Installation Support Hours Recommended
Allocating adt:quate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only
recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed
Standard Software listed on Exhibit A, we suggest that at least J1!! hours of New World installation and training support services
be scheduled. Actual usage may be higher or lower based on Customer's requirements and use of these support services.
Avoiding or minimizing custom or modified features will aid in keeping the support costs to the scheduled minimum. The
recommended installation and training support hours include:
(a) Project management assistance;
(b) Installation of each package of Licensed Standard Software; and
(c) Customer training on each package of Licensed Standard Software.
The installatiol1. and training support services are typically perfonned at Customer's premises but, at Customer's option, may be
provided at New World nationaL headquarters in Troy, Michigan. (Other support services often involve services performed at
New World's national headquarters.) New World reserves the right to make cost adjustments for support trips canceled by
Customer les~. than ten (10) business days before the scheduled start date to cover New World's out of pocket costs and lost
revenues.
2. Trainin~ lllOd Installation Support Service Fees Estimate
The recommended hours cited above and any additional support services are available at the rate of $115.00 per hour. This rate
is protected for one year from the date New World executes this Agreement. After one year, Customer shall pay the then-current
hourly rate for all Exhibit B support services rendered.
Based on the hours listed above, the training and installation support service cost is estimated at $13.800. (Plus all actual
and reasonable travel expenses incurred by New World divided proportionately between all New World Customers visited on
a single trip, and actual employee travel time up to but not exceeding four (4) hours per Customer visit.)
3. Additional Services Available
Other New World services may be required or requested for the following:
(a) File conversion assistance;
(b) Consulting with New World technical staff;
(c) Modifying the Licensed Standard Software;
(d) Designing and programming Custom Software;
(e) Maintaining modified Licensed Standard Software and/or Custom Software;
(t) New World Consultation with other vendors or third parties (including PC network connectivity);
(g) Software testing; and/or
(h) Assistance as Customer is going "live".
Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other
appropriate procedure mutually agreed upon by Customer and New World).
4. Payments for Services and Travel Costs
All hours for selvices and travel costs will be billed weekly for the previous calendar week. Payments are due within fifteen
(15) days from receipt of invoice.
CONFIDENTIAL
(Rev S.L.&SA 11/95)
City of Augusta, Georgia
EXHIBIT C
STANDARD SOFTWARE MAINTENANCE AGREEMENT
This Standard ~;oftware Maintenance Agreement (SSMA) between New World Systems"" Corporation (New World) and AU2usta.
Geoq~ia (Customer) sets forth the standard software maintenance support services provided by New World.
I. Service PE~riod
This SSMA shall remain in effect for a period of one (I) year beginning on January I, 1998 (start date) and ending on the same
calendar date one (I) year after the start date.
2. Services Included
The following services or features are available under this SSMA:
(a) Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software
application packages are supported no longer than nine (9) months after a new release is announced by New World);
(b) Temporary fixes to Licensed Standard Software (see paragraph 6 below);
(c) Revisions to Licensed Documentation;
(d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m.
(Eastern Time Zone);
(e) Reasonable telephone support accessible by pager (beeper) to provide 7 x 24 support for Licensed Standard Software
outside of "Standard Business Hours" for Combined CAD module; and
(f) Invitation to and participation in user group meetings.
Items a, b, and c above will be distributed to Customer on magnetic media or other means, as appropriate. After installation,
Customer shall return any magnetic media to New World.
Additional support services are available as requested by Customer using the then-current hourly rates or applicable fees. Exhibit
B has a description of support services available.
3. Maintenance for Modified Licensed Standard Software and Custom Software
Customer is advised that ifit requests or makes changes or modifications to the Licensed Standard Software, these changes
or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain.
If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at
Customer's request, then the additional New World maintenance or support services provided shall be billed at the then-current
Exhibit B hour:.y fees plus reasonable expenses.
4. Billine
Maintenance costs will be billed annually. (Any Exhibit B support or service hours and travel costs incurred are billed weekly
for the previou:; calendar week.)
5. Additions -of Software to Maintenance A2reement
Additional Licensed Standard Software licensed from New World will be added to the SSMA ninety (90) days after i~ is installed
at Customer's location. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for
the remainder (If the maintenance year and on a full year basis thereafter.
CONFIDENTIAL
(Rev S.L.&SA 111'l5)
City of Augusta, Georgia
Exhi.bit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT
Page 2
6. Requests for Software Correction on Licensed Standard Software
At any time during the SSMA period, if Customer believes that the Licensed Standard Software does not conform to the current
specifications set forth in the user manuals, Customer must notify New World in writing that there is a claimed defect and specify
which feature and/or report it believes to be defective. Before any notice is sent to New World, it must be reviewed and approved
by the Customer Liaison. Documented examples of the claimed defect must accompany each notice. New World will review
the documented notice and when a feature or report does not conform to the published specifications, New World will provide
software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this Agreement for the New
World warran-:ies provided). A non-warranty request is handled as a billable Request for Service (RFS) (see Exhibit B).
The no charge software correction service does not apply to any of the following:
(a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel;
(b) situations where Customer's use or operations error causes incorrect information or reports to be generated; and
(c) requests that go beyond the scope of the specifications set forth in the current User Manuals.
7. Maintenance Costs for Licensed Standard Software Packa~es Covered for IBM AS/400 Model 50
New World agrees to provide software maintenance at the costs listed below for the following New World Licensed Standard
Software packages installed at Customer's location:
Application Packaee - Public Safety
1. Aegis- Combined Law Enforcement/Fire/EMS CAD
2. Additional Aegis- Software for Computer Aided Dispatch
3. Aegis- Law Enforcement Records Software Base Package
4. Additional Aegis' Law Enforcement Records Software
Number of Modules
6
I
II
9
TOTAL LIST COST: $ 318.000
ANNUAL
MAINTENANCE COST: $51.660
(I-Year Plan, billed annually)
Application Plllckal!e - Utility Manaeement
Number of Modules
I. Logos- Wat(:r and Sewer Billing
TOT AL LIST COST: $ IDill!
ANNUAL
MAINTENANCE COST: $6.750
(1- Year Plan, billed annually)
ALL PAYMENTS ARE DUE FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE.
CONFIDENTIAL
(Rev S.L.&SA 11/95)
City of Augusta, Georgia
"
EXHIBIT D
NEW WORLD SYSTEMS~ CORPORA nON
NON-DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES
This Agreement, when accepted and executed by New World, grants the undersigned the pennission to use and/or have limited access
to certain New World Systems~ Corporation (New World) proprietary and/or confidential infonnation
Installed at: !:::itv of AUl!:usta. Georl!:ia
Located at: 530 Greene Street
Augusta GA 30911
Authorized Siglilature of Customer:
Name (please Print or Type)
Title
Signature
In exchange for the pennission to use or have access to New World proprietary and/or confidential infonnation, including without
limitation, New World software and/or documentation, the organization and individual whose names appear below, agree to the
following:
I. No copies in any fonn will be made of New World proprietary or confidential infonnation without the expressed written consent
of New Wo:rld' President, including without limitation, the following:
· Program Libraries, whether source code or object code;
. Operating Control Language;
. Test or Sample Files;
. Program Li~tings;
. Record Layouts;
· All written confidential or proprietary infonnation originating from New World including without limitation, documentation,
such as user manuals and/or system manuals; and/or
· All New Wurld Product Bulletins and/or other New World .product related materials.
2. New World software, New World documentation, or other proprietary or confidential infonnation shall not be used for any
purpose other than processing the records of the Customer identified above as pennitted in the Customer's Standard Software
License and Services Agreement with New World.
3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies
available to New World. If it is detennined that the money damages caused by the undersigned's failure to comply with the
foregoing temlS are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times the then-
current Lic(:nse Fees for the License Software provided to Customer under the Standard Software License and Service
Agreement bet\veen Customer and New World.
Agreed and Accepted by Third Party (Organization)
Agreed and Accepted by Third Party (Individual)
Organization:
Individual:
By:
By:
Title:
Title:
Date:
Date:
Accepted and Approved By New World Systems~ Corp.
By:
Title:
Date:
(F:\BDlSKS\G EORGIA IA UGUST A.GA IPROPOSAL\2CNTRCT.EXSI
CONFIDENTIAL
(Rev S.L.&SA I 1/95)
City of Augusta, Georgia
<
.
",
EXHIBIT E
DEMONSTRA TION SITE DISCOUNT
New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for
demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees
to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or
remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration
site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any
type of market:.ng and advertising campaign for or on behalf of New World.
Demonstration, will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the
interruption to Customer's operations. New World will provide Customer reasonable notice for preparation.
CONFIDENTIAL
(Rev S.L.&SA 11/95)
City of Augusta, Georgia