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HomeMy WebLinkAboutTraining Site Limited License Agreement Augusta Richmond GA DOCUMENT NAME: JiR.A"'''';'''J ~ ;-r~ L.'1'1 ,'-rCO Li c!,,:>J'Se "PtCjli!ClZI"IC'lJr DOCUMENT TYPE: A j ((. ~-e: ~ ~'\ YEAR: ~t>bd-- BOX NUMBER: \ <b FILE NUMBER: 1 ~ ~ ~ ~ NUMBER OF PAGES: Af~ MEDICALlPOLICE/FlRE-BASED TRAINING SITE LIMITED LICENSE AGREEMENT , MEDICAL/POLICE/FlRE CERTIFICATION TRAINING PROGRAM (& MAINTENANCE) by and between RICHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER Tel: (708) 821-1209; Fax: (708) 821-1213 attn: Monique Holman 911 4th Street Augusta, GA 30911 ("you," and/or "Contractor") and PRIORITY DISPATCH CORP. (Fe I: (801) 363-9127;fax: (801) 363-9144) attn: William H. Lloyd, E.V.P. 139 E. South Temple, Suite 500 Salt Lake City, UT 84111 ("PDC," "Consultant," and/or "MPC") DATED: 11/22/02 PURPOSE PDC and Contractor seek the mutual benefits expected to result from Contractor's licensed use ofPDC's proprietary Emergency Dispatch ("ED") Certification Training Program and related materials, together with its underlying' Priority Dispatch System ("PDS") (for training purposes only), pursuant to this Agreement. In exchange for PDC's Licensed Products and services specified to be provide by PDC to Contractor, Contractor is willing to pay PDC the fees and compensation specified herein, and PDC is willing to provide such Licensed products and services to reveal to Contractor certain of PDC's Confidential Commercial Information for the sole purpose of enhancing Contractor's performance under this Limited License Agreement; and all as provided below. In consideration of said Compensation and Fees, and of the terms and conditions of this Agreement, the parties hereby agree as follows: A INTERPRETATION Whenever used in this Agreement, the following Defmed Terms shall have the meanings specified below: A 1 Agreement This Agreement, including all attachments (Exhibits, Amendments, Addenda, etc.) which are made part of the Agreement by the mutua 1 consent of the parties to the Agreement, whether at the time the Agreement is first executed, or at any time thereafter. Any reference to the "Agreement," therefore, refers to the entire Agreement, unless a particular reference obviously excludes specific parts of the Agreement. Execution of the Agreement constitutes execution of the Attachments, whether they are separately executed or not, unless specifically provided for to the contrary, as is the case in Exhibit B (see Section B.2.a below; see also, Section C. I). A2 Approved Emergency Dispatch Trainer (Candidate) Contractor's employee or subcontractor who is (or is designated by Contractor and PDC to become) prepared and PDC-Approved through PDC's Instructor Preparation and Training Program to conduct PDC-licensed EMD , Training Courses, and who is (or is to become) an NAED-Certified EMD Instructor. Unless specified otherwise in such Approved ED Trainer's Independent Contractor Agreement with PDC, s/he may only conduct Licensed Courses under Assignment from Contractor, of the Contractor's License Rights under this Agreement, and in accordance with all applicable provisions of the Agreement. A3 CLA (& BSP) Client License Agreements and/or End User License Agreements (and their integral Basic Service Plans -- "BSP" -- consisting of Policies and Procedures for Licensed Client Service, Product Support and Maintenance by PDC), whereby PDC licenses end-users to make limited use of its Priority Dispatch System. As used in this Agreement, the term CLA refers to those Client License Agreements between Contractor and PDC which are made part of this Agreement as Exhibit C, and as specifically amended there and limited under this Agreement to Contractor's licensed use for training purposes only. A4 Confidential Commercial Information and/or CCI MPC's and PDC'S Confidential Commercial Information, as detailed and defined in Exhibit A to this Agreement. AS ED and/or E.D. Standard abbreviation for Emergency Dispatch (also, Emergency Dispatcher). A6 ED Training Course, Licensed Course(s), and/or Course PDC's basic ED Certification Training Course, Curriculum, Instructional Aids, Techniques, and Programs (including, without limitation, the PDS upon which the Licensed Course is based) these materials and programs have ED TSLLA .ClientlD>> ,,10-02 02002 PDC, SLC. UT, USA. All rights reserved. Page 2 of 42 JJgl CONFIDENTIAL been designed and developed by PDC to meet applicable Medical/PolicefFire Certification Requirements, including, without limitation, those of the NAED. A 7 Licensed Products PDC's proprietary products associated with the Priority Dispatch System and the ED Training Course(s), which are the subject of this Agreement, together with other, related products, programs and materials, etc. provided by PDC to Contractor pursuant to this Agreement. Licensed Products include, without limitation, the.Defined Terms specified above, in Section A6, together with those specified below, in Sections AS through Al I. A8 MPC Medical Priority Consultants, Inc., is now doing business as Priority Dispatch Corp., with the same contact information as Medical Priority Consultants, Inc. A9 MPDSTM FPDSTM, and PPDSTM PDC's Comprehensive Medical Priority Dispatch System, Fire Priority Dispatch System and Police Priority Dispatch System respectively, in whatever language, form or format these may exist, including, without limitation, Protocols, Cardsets and Software; together with any and all related programs for ED Training, Quality Assurance/Quality Improvement, and Risk Management. A I 0 Card sets The manual version of the PDS Protocols in whatever form, edition and/or version it may exist, printed on cards and provided with a flip file. See also, Exhibit C.l. All PD and PDS PD and PDS are standard abbreviations for Priority Dispatch (Corp.) and Priority Dispatch System. Al2 PDC Software including, but not limited to MPDS, PPDS, FPDS and/or ProQA TM The computerized version of the PDS Protocols (including additional Quality Assurance Modules), in whatever form, edition and/or version in which they may exist, and consisting of software programs on whatever media and in whatever code they may be encoded. See also, Exhibit C.2. Al3 PDS Protocols PDC's organized system of ED Protocols for Case Entry, Key Questions, Response Determinants, Treatment Sequences, Pre-Arrival Instructions, Post-Dispatch Instructions and related Additional Information for use by trained and certified EDs. Al4 NAED The National Academies of Emergency Dispatch. B EXHIBITS The following Exhibits will be referred to herein as indicated immediately below. They are applicable to this Agreement, and they are attached to and made part of it by this reference: BI Exhibit A Confidentiality Agreement between Contractor and PDC; B2 Exhibit B Approved EMD Trainer Prerequisites & Agreements with PDC: a Exhibit E.l Prerequisites for Becoming Eligible for NAED-Certification as an ED Instructor; and b Exhibit E.2 Independent Contractor Agreement for PDC-Approved and Authorized ED Trainer Candidate(s). EO TSLLA .ClientID>> r.10-02 C 2002 POC, SLC, UT. USA. All rights reserved. Page 3 of 42 i.lgl CONFIDENTIAL B3 Exhibit C PDS Cardset License between Contractor and PDC, as amended to allow only for instructional and demonstration use under this Agreement. C NON-EXCLUSIVE LIMITED LICENSE In consideration of the Compensation and Fees to be paid by Contractor to PDC hereunder, and of the work and services to be performed by Contractor (all as part of this Agreement), PDC hereby grants to Contractor a non-exclusive, limited license to use -- as provided for in this Agreement, and as Licensee -- the Licensed Products specified in this Agreement. Without limiting the generality of the foregoing, all aspects of Contractor's use of the PDS are additionally and specifically governed by the CLA in Exhibit C. Rights to use the Licensed Products which are not specifically granted to Contractor by PDC in this Agreement are reserved to PDC, the Licensor. Cl Execution of the CDA and of the CLA The agreements in Exhibits A and C may include (but do not require) separate execution by the parties to this Agreement. As part of the Agreement at the time of its execution, the CDA in Exhibit A, and the CLA (as amended) in Exhibit C are fully applicable as part of this Agreement, whether separately executed or not. a Amended CLA PDC's standard CLA has been specifically amended, as part of this Agreement, to License Contractor to use the PDS Cardsets for the so Ie purpose of ED Certification Training hereunder, but not for any actual Emergency Dispatch operations whatsoever. See also, Exhibit C. b Previous CLAs Any CLAs which may have previously been entered into between Contractor and PDC relative to ED Training Courses and Programs specifically covered by this Agreement (but not any CLAs s for actual, on-line ED use), are hereby superseded and replaced by the applicable CLA of (and as amended in) Exhibit C. c Previous CDAs Any CDA which may have previously been entered into between the parties is hereby superseded and replaced by the CDA in Exhibit A. D TRAINING, MATERIALS, CERTIFICATION & COSTS The license(s) granted to Contractor under this Agreement include the right for Contractor to offer and conduct specific ED Training Courses at Contractor's appropriately equipped facilities in accordance with the specific terms and conditions of this Agreement. D 1 Restricted Market Area The Market Area in which Contractor may offer Licensed Courses is confmed to the counties which are contiguous to, and including the county where Contractor's address specified at the beginning of this Agreement is located. This restriction applies only to Course-specific direct mail or telemarketing of such Course offerings. It prohibits Contractor's active solicitation of Course registrants from outside this specified Market Area by such methods. It does not, however, prohibit Contractor from registering and training registrants from outside said Market Area who may be attracted by other, more general offerings (e.g., normal distributions of general catalogs of courses, etc.). D2 Limited Enrollment Enrollment in such Licensed Courses shall be limited to a maximum of30 trainees each; D3 Costs & Fees a Trainee Registration Fee In connection with each student to be trained at Licensed Courses, Contractor shall pay to POC with the Pre- Registration of each Licensed Course, PDC's then-current Trainee Registration Fee. In order to process such registrations and provide materials without avoidable extra charges for express shipping, Contractor must complete such Pre-Registration at least 1 a-business days prior to the commencement of any Licensed Course. The Trainee Registration Fee includes all PDC processing, Trainee Materials, (non-express) shipping and handling, and NAEO ED TSLLA e<ClientlD. r. J 0-02 02002 POC, SLC, UT. USA. All rights reserved. Page 4 of 42 J.1g1 CONFIDEN77AL Certification-testing and processing. The Fees specified in this Agreement to be paid by Contractor to PDC also include applicable License Fees for use of the PDS for training purposes. At the time of execution of this Agreement, PDC's Trainee Registration Fee for courses under this Agreement is $220 per trainee. b ED Course Manual(s) & NAED Registration Fees Each trainee to be trained at Licensed Courses is required to have their own copy ofPDC's current ED Course Manual and must complete and submit the official NAED Certification Application provided in each such manual. Copies of the ED Course Manual must be advance-ordered at the time the Course and its trainees are re-registered. Payment of the Manual Fee and NAED Registration Fee is included in the Trainee Registration Fee specified above. c Course Text Each trainee must also either acquire or be given access (from Contractor's lending library) the then current, appropriate textbook for said Course. See also Section EA of this Agreement, entitled "Licensed ED Instructional Materials." d Changes in Fees & Costs PDC shall give Contractor 60-days advance written notice of any change to the training-related costs and Fees specified in this Agreement. e Payment of per-trainee Fees Any per-trainee costs and Fees which have not previously been pre-paid as specified above, are to be collected by Contractor by the first day of a Licensed Course and paid to PDC immediately upon Course completion. D4 Course Requisites in connection with each such Licensed Course: a Course Registration No less than lO-days prior to the commencement of any ED training course(s) to be offered by Contractor, Contractor shall provide written notice and registration of any such training to PDC. b NAED Certification Testing Contractor agrees that it shall administer the NAED Final Certification Examination to each trainee enrolled in all its Course(s) and that such examinations shall be submitted to the NAED within one-week of the conclusion of each such Course. NAED will provide notification of the test results to all properly registered and fee-paid trainees from Licensed Courses provided under this Agreement. c ED Course Instruction All such Courses shall be instructed by an Approved MedicallPolice/F!re Trainer, as provided for in this Agreement, or by separate arrangement between Contractor, PDC and any member of PDC's National Faculty of Certified ED Instructors. Contractor is authorized and licensed to provide Courses only through Assignment of its License Rights hereunder to such Approved Trainers and/or Instructors. Under no circumstances are Contractor or Contractor's Approved Trainers to provide any other functional ED training in MedicallPolicelFire without the express, prior, written consent of PDC. d Financial Responsibility Contractor shall be responsible for all costs and expenses pertaining to offering, marketing and/or providing such Licensed Courses, including, without limitation, materials and fee costs payable to PDC under this Agreement, and for all costs and expenses of and for the trainers of such Licensed Courses. E APPROVED TRAINER DEVELOPMENT, MATERIALS & COSTS El Approved Trainer Candidates Contractor and PDC shall mutually agree on the number, identity and qualifications of Contractor's Approved ED Trainer Candidates to be enrolled for training and preparation by PDC. ED TSLLA <<OienllD>> r.10-1l2 o 2002 PDC, SLC, UT, USA. All rights reserved. Page 5 of 42 1.lgl CONFIDEN77AL E2 Instructor Agreements and Preparation for Certification a Instructor Agreements Qualified Candidates for Approved ED Trainer (see Exhibit B) selected and fee-paid by Contractor, shall be accepted by PDC for such training and preparations in the specified field and protocols, upon the individual execution by each such Candidate of a separate Instructor Agreement with PDC. Such Instructor Agreements with PDC shall be substantially in the fonn of the blank Independent Contractor/Instructor Agreement for Approved Trainer Candidates, which is part of Exhibit B to this Agreement. Upon full and proper execution, each such Instructor Agreement shall be attached to and made part of Exhibit B to the Agreement. b Trainer Preparation PDC shall provide specialized instruction for NAED Instructor certification eligibility, to Approved Trainer Candidates who are under such a contract with PDC; who meet NAED's prerequisites; and who have successfully completed PDC's standard MedicallPolicelFire Certification Course and become NAED-Certified. Such preparations for such authorization and certification shall be as specified in Exhibit B, and shall conclude by such Candidate's passing an evaluation by a NAED-Certified National Faculty Instructor observing each Candidate's teaching of a MedicallPolicelFire Licensed Course and attesting to such Candidate's competency and suitability for authorization and certification. . E3 Costs of Instructor Preparation and of Maintenance, Service & Support of the Training Program Contractor shall be responsible for any and all costs and expenses of having Contractor's Approved Trainer Candidates prepared for NAED Instructor Certification in each protocol and field of candidacy, including, without limitation, the following: a NAED Certification All costs required to meet the pre-requisite qualifications for NAED Instructor Certification application (on and off- site -- see Exhibit B), including, without limitation, tuition, materials and testing to become NAED-Certified in each protocol and field; b Training & Preparation Fee PDC's then-current Approved Trainer Preparation and Training Fee shall be payable by Contractor to PDC at the time of execution of each Approved EMD Trainer Candidate's Agreement with PDC (at the time of execution of this Agreement, this Fee is $1,200.00 per field and protocol; c Final Approval The actual, direct costs required to have a National Faculty Instructor c:ome -- to observe and attest to the Candidate's competency and suitability for authorization and certification -- at a Certification Training Course presented by Candidate, prior to final PDC Trainer Approval and NAED Instructor Certification; and d Maintenance Responsibilities In consideration of the Approved Trainer Preparation and Training Fees and the Instructor Materials License Fees specified herein (the "Initial Fees"), PDC shall waive tuition fees for certain PDC-provided Trainer Certification and instructional activities, and shall provide timely updates for all PDS training materials and pedagogy to Contractor's Approved Trainers for a period oftwelve (12) months following initial trainer certification. Thereafter, training materials updates shall continue to be provided for subsequent I-year periods to such Approved Trainers, in consideration of Contractor's pre-payment to PDC of subsequent Annual Maintenance Fees (in the amount of 15% of the Initial Fees) per field and protocol. Such Approved Trainers must also apply for and meet NAED's standard requirements for Instructor Re-certification, be re-certified as MedicallPolicelFire Instructors by the NAED, and maintain their MedicallPolicelFire Instructor Agreements with PDC current. Contractor is responsible for all costs and expenses of such maintenance and re-certification of Contractor Approved Trainers. E4 Licensed Instructional Materials Pursuant to this Agreement, when Contractor has its first Candidate become prepared as an Approved Trainer, ED TSLLA .ClientlD. r.10-02 02002 POC, SLC, UT. USA All rights reserved. Page 6 of 42 J.lgl CONFIDENTIAL .1 Contractor shall pay to PDC, PDC's then-current License Fee for (and PDC shall furnish Contractor with), a single set of the Instructional Materials for each specified protocol, as follows: Retail Instructor Materials For each License Fee Dsct.for: set each set i-Master Instruction Course CD-Set @$i,500 i-Master Instruction Course Audio-Video Tape-set @$i,500 24-Special Instructor PDS Card-sets @$50 each i-Set of 35-mm Priority Card Slides @$650 i-Sample Case Entry Protocol Pad Set (5 pads) @$i5 i-Sample QA Guide (included with Card License) @$i 0 $1,500 1,500 1,200 650 15 10 TOTAL $4,875 US $3,500 US a Additional Instructor Materials Additional Instructor Materials and/or sets may, from time to time, be added to this list and provided by PDC to Contractor, by the. mutual agreement of Contractor and PDC. b Return in any event of Termination In any event of termination of this Agreement, these and any and all other Instructional Materials, Licensed Products and CCI furnished by PDC to Contractor must be returned in good condition to PDC by Contractor within ten (10) days from the date that the Agreement is terminated. c Cost of any Un-returned Instructor Materials In the event of such requirement for return, if Contractor fails to return any of the above-specified Instructor Materials to PDC in good condition, then Contractor agrees to pay PDC (in addition to such licensed user Fees as may have already been paid under this Agreement) the Retail Value of any such materials which are not so returned in good condition. F ASSIGNMENT & SUBCONTRACTING Contractor acknowledges that the services to be rendered by Contractor under this Limited License and Agreement are unique, and agrees that it shall not subcontract or assign to any person or entity not explicitly specified in this Agreement, to undertake any of Contractor's duties, rights or privileges hereunder, without the express, prior, written consent of PDC. Fl Approved Trainers Contractor may Assign and/or subcontract its licensed training rights and privileges under this Agreement to any MedicallPoliceIFire Approved Trainer approved and certified hereunder in the appropriate field and protocol who has maintained their ED Instructor Certification current with the NAED and their Instructor Agreement current with PDC. F2 PDC's National Faculty Instructors Both Contractor and PDC may assign and/or subcontract their training and/or supervisory duties hereunder to any member ofPDC's National Faculty ofNAED-Certified Instructors for the appropriate field and protocol who is current in their NAED Certification and in their Independent Contractor Agreement with PDC at the time any such duties are subcontracted, assigned and/or performed. F3 Successor to PDC This Agreement shall be binding upon and inure to the benefit of any successor of PDC and any such successor shall be deemed substituted for PDC under the terms of this Agreement. As used herein, the term "successor" shall ED TSLLA .ClientID>> r. J 0-02 02002 POC, SLe, UT, USA All rights reserved. Page 7 of 42 J.Igl CONFIDENTIAL include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets of business ofPDC. F4 Other No other subcontract or assignment by either party hereto of any of its rights or obligations hereunder which is not specifically provided for in this Agreement shall be allowed or valid without the express, prior, written consent of the other party. G OWNERSIDP, CONFIDENTIALITY & NON-COMPETITION G 1 Confidential Commercial Information Contractor acknowledges that pursuant to this Agreement, PDC will reveal and entrust to Contractor (verbally, in writing, and/or otherwise) certain proprietary infonnation, intellectual properties, and trade secrets which are valuable, special and unique assets ofPDC, and which could, ifnot restricted, be used against PDC's interests and to PDC's detriment. Such infonnation and properties include, but are not limited to, those specified in Exhibit A, and shall generally be referred to herein as the "Confidential Commercial Information," and/or the "CCl." Disclosure of the CCI shall be governed by the provisions of this Agreement, specifically including, without limitation, Exhibit A. G2 Ownership Rights All ownership rights and intellectual property rights in and to the Licensed Products (specifically including, without limitation, systems, protocols, programs, curricula, manuals, fonns, derivatives, translations and development work related in any way to or fonning part of the PDS and ofPDC's ED Certification Training Program(s) and Materials), and in and to the CCI, generally, are and shall remain proprietary to, and the sole and exclusive property of, PDC. Contractor acknowledges that it is, under this Agreement, a limited licensee of same, without any such ownership interests. As further specified in Exhibit A, nothing in this License or Agreement shall be interpreted to mean that PDC transfers ownership in or to any of its proprietary information or intellectual property to Contractor, or to derogate its exclusive ownership rights in any way. G3 Disclosure, Reproduction, Modification or Distribution Except in accordance with the License granted herein, during the term of this Agreement -- and indefmitely thereafter -- Contractor shall not (either directly or indirectly or personally or through any other person or entity, for any reason or purpose whatsoever), without PDC's express, prior written consent, copy, reproduce or modify in any way, any Licensed Product or any of the CCI, or make any derivative product therefrom, or encumber, disclose, transfer, distribute or assign them by any means to any other party. Contractor further agrees to not disclose to any other party, details of the concepts, systems, protocols, programs, manuals, fonns, software, derivatives (including translations) or development work pertaining to the Licensed Products .and/or t() the CCI, without the express, prior written consent of PDC 04 Non-Competition During the Term ofthis Agreement (except in specific fulfillment of Contractor's limited licensed duties under the Agreement), and for a period of five years following any tennination of the Agreement, Contractor shall not, without PDC's prior, written consent, which consent shall not be unreasonably withheld, engage in any of the following activities, which the parties hereby agree would place Contractor in direct competition with PDC: Offering or teaching any other ED training courses, or any training based upon the PDS; and/or Working for or with any client or competitor ofPDC's on ED or Computer-Aided Dispatch matters. Furthermore, Contractor shall neither use nor make unauthorized disclosure of any of P DC's Confidential Commercial Information, Licensed Products or copyrighted materials or trademarks, to benefit any competition with PDC in any way. a. Exception: In the event that Contractor is required by any authority having jurisdiction over Contractor to meet any ED training standard for its ED trainees which the Licensed Products and Programs fail to meet as licensed to be used hereunder, and if Contractor gives fonnal written notice of any such failure to PDC and ifPDC fails, within 90-days ofPDC's receipt of any such notice to modify the Licensed Products and Programs so that, as I icensed to be used hereunder, they reasonably meet such ED training standard - then Contractor shall be relieved of any requirement hereunder to obtain PDC's written consent before offering or teaching any other ED training which meets said standard. ED TSLLA <<CtientID>> r.IO-02 02002 POCo SLC, UT. USA All rights reserved. Page 8 of 42 J.lgt CONFIDEN77AL G5 Restraint, in Event of Breach In any event afCantractar's breach ar threatened breach afthis Sectian G afthe Agreement, and/ar afExhibits A ar C af this Agreement, then PDC shall be entitled (withaut pasting any band) to. abtain fram any caurt af apprapriate jurisdictian, a temparary restraining arder, preliminary injunctian, ar permanent injunctian to. restrain Cantractar fram further engagement in such activities. Nathing herein shall be canstrued as prahibiting POC fram pursuing any ather remedies available to. PDC far any such breach ar threatened breach by Cantractar, including, withaut limitatian, recavery af damages fram Cantractar. G6 Hold Harmless Cantractar agrees to. hald PDC hannless against any damages to. POC which may arise fram any breach af Cantractar's abligatians under this Sectian G afthe Agreement. G7 Legal Costs In the event that POC requires legal actian to. enfarce the pravisians af, ar to. pratect its rights under this Sectian G af the Agreement and/ar af and under Exhibits A ar C to. this Agreement, then Cantractar agrees to. reimburse PDC's reasanable legal casts and expenses in any such actians. G8 Cumulative Provisions The pravisians specified abave in this Sectian G afthe Agreement are in additian to., nat in the place af, similar pravisians elsewhere in the Agreement, including, with aut limitatian, in Exhibits A and C. H TERM & TERMINATION The term afthis Agreement shall cammence as afthe date specified an its first page, and shall cantinue indefinitely afterward unless and until terminated by ane afthe acts ar events afterminatian specified belaw. Any terminatian afthis Agreement simultaneausly terminates any and all Cantractar License rights under the Agreement, including and with aut limitatian, the CLA in Exhibit C. Certain provisians afthe Agreement survive terminatian, as specified in thase pravisians. HI Termination of Agreement Without Cause Either party to. this Agreement may terminate the Agreement far any reasan, after 60-days advance written natice to. the ather party. H2 Termination of Agreement for Cause a By either party If either party to. this Agreement shall, in a material way and due to. that party's (the "First Party's") negligence ar any cause that is clearly within the First Party's cantral, fail to. fulfill the First Party's material abligatians under the Agreement in a timely and praper manner, and to. the reasanable satisfactian afthe ather party to. this Agreement (the "Secand Party"), ar materially vialate any pravisians afthe Agreement, then the Secand Party shall have the right to. give written natice to. the First Party afthe Secand Party's intent to. exercise its right to. terminate the Agreement far cause. Any such written notice shall specify the cause(s) for such termination and the First Party shall have 20 warking days fram receipt afany such natice to. reasanably remedy the Secand Party's camplaint. The First Party's failure to. sa remedy the Secand Party's camplaint, shall result in the Secand Party's right to. terminate this Agreement for cause after the end of such 20-day period. b In the event of Contractor Breach of Confidentiality and/or Competition Provisions In the event Cantractar fails ar refuses to. abide by the caven ants afthe Canfidentiality and Nan-Campetitian as provided abave, in Sectian G, and/ar in Exhibits A ar C afthis Agreement, then POC shall have the right to. immediately terminate this Agreement far cause after five (5) warking days to. Cantractar afPDC's right to. terminate hereunder. Such natice shall be as pravided immediately above, in Subsectian H.7.2 and Cantractar shall have five (5) warking days fram receipt thereafta reasanably respand to. PDC's camplaint. Failure to. do. sa, shall result in POC's right to. terminate hereunder after the canclusian af said natice periad. ED TSLLA <<ClientlD>> r.1 0-02 02002 PDC. SLC, UT. USA. All rights reserved. Page 9 of 42 1.lgl CONFIDEN77AL ., H3 Automatic Termination. a Upon Insolvency and/or Cessation This Agreement shall automatically terminate upon the insolvency or bankruptcy of either party hereto, or in the event of assignment of substantially all the assets of either party to a creditor or creditors. If either party (or any permitted Successor or Assignee) ceases to continue its business operations which pertain to this Agreement, as a going concern for any reason or in any manner, then this Agreement shall effectively terminate on the same date such party ceases such operations, without incrementalliability thereafter, of either of the parties hereto. b Upon Contractor's Cessation of Licensed ED Training Capability Any failure of <;:ontractor to maintain in its employ at least one Approved ED Trainer with current NAED Instructor Certification, and who is current in its Instructor Agreement with PDC (or at least one Approved ED Trainer Candidate who is under current contract with PDC), shall also allow, at PDC's option, for the automatic termination of the Agreement. H4 In Any Event of Termination ofthis Agreement. a Return of Instructional Materials Contractor hereby agrees to return to PDC within IO-days of any termination of this Agreement, any and all materials, Licensed Products, CCI, etc., which have been provided to Contractor by PDC under the Agreement, together with any copies, reproductions, or derivatives made from same (whether approved or not). Contractor acknowledges that all such materials are, arid shall remain, the sole property ofPDC, and that Contractor has no right, title, or interest in or to any such materials except pursuant to the Limited License granted to Contractor pursuant this Agreement. b Compensationfor Works in Progress Both parties shall be entitled to equitable Compensation for work and services reasonably and satisfactorily completed hereunder and for Fees earned under or pursuant to this Agreement prior to termination, and rights in and to such earned Compensation and Fees shall survive any termination and remain fully due and payable per the terms of this Agreement. I PDC DISCLAIMER It is expressly understood and agreed by Contractor that PDC does not guarantee or indemnify, nor shall PDC hold harmless either the Contractor, the Contractor's Approved ED Trainers, or the Contractor's ED Trainees, relative to any use whatsoever by the Contractor, its employees, its Approved ED Trainers, or its ED trainees and/or their employers, of any of the Licensed Products. PDC shall not be held to any liability or expense for any damages suffered or incurred by Contractor including general, special, or consequential damages or lost profits that may arise from Contractor's use of any ofPDC's systems, programs, materials, Licensed Products, and/or the CCI. J SOLE REMEDY & ALLOCATION OF RISK Contractor's and PDC's sole and exclusive remedy and sole and exclusive liability are only as specifically set forth in this Agreement. The terms and conditions contained herein define a mutually agreed-upon allocation of risk. The exchange of License and Licensed Products for Compensation and Fees to be actually paid hereunder and/or received pursuant hereto, reflect such allocation of risk. K GENERAL PROVISIONS Kl Due Diligence & Timely Best Efforts The parties to this Agreement understand and agree that time is of the essence in the performance of their respective obligations under the Agreement, and each agrees to exercise its best efforts to fulfill such obligations with all due diligence and with their highest degree of profess iona 1 skill and competence. K2 Execution, Counterparts, & Authority This Agreement may be executed in any number of identical duplicate originals with the same effect; any such ED TSLLA .ClientID. r.1 0-02 02002 POC, SLC, lIT, USA. All rights reserved. Page 10 of 42 J.181 CONFIDENTIAL signed counterpart shall be deemed to be original; and any and all such signed duplicate originals shall constitute one and the same agreement. The persons executing this Agreement each warrant, by their signatures, that they have been duly authorized to enter into this Agreement on behalf of the party for whom they are signing and that entering into this Agreement shall not, to their knowledge, violate any other agreement or binding legal obligation to which said party is subject. See also, Section C 1, above. K3 Severability The provisions of this Agreement are each separate and severable, and should any such provision be (for any reason) found to be void, voidable, unenforceable, illegal or invalid in any respect, that problem shall not affect any other provision of the Agreement, and such problem provision shall be construed, narrowed, or eliminated to the extent necessary to remove any such invalidity, illegality, voidability or unenforceability with respect to applicable law as it shall then be applied. K4 Modification of the Agreement No alteration, amendment, or modification of this Agreement shall be effective or binding unless it is in writing and signed by each of the parties hereto. K5 Reasonable Documentation & Construction Each party hereby agrees to furnish the other with such additional documentation, agreements and undertakings as may reasonably be required to effectuate the intent of the Agreement. This Agreement represents the wording selected by the parties to define their agreement, and no rule of strict construction shall apply against any party. K6 Entire Agreement: a Consolidation of all Agreements on Subject Any preceding arrangements which may have existed between the parties pertaining to the subject matter of this Agreement (whether written, oral, or otherwise), are hereby merged into and superseded by this Agreement. b No Other Agreements on Subject This Agreement, inclusive of all written Exhibits, amendments, addenda, and/or pennissions or consents which are or may become part of it by the mutual written consent of the parties hereto, constitutes the sole and entire agreement and understanding between the parties with respect to the matters covered hereby. The parties acknowledge that there are no other valid or binding promises, agreements, representations, warranties, statements, and/or understandings between them with respect to these matters, which are not expressly set forth in this Agreement. c Invalidity of Other, Unilateral Documents on Subject No representation or statement that is not part of this written Agreemel)t shall be valid or binding upon the parties to this Agreement, unless it is agreed upon in writing by said parties (e.g., no purchase order from one party, which contains provisions in addition or contrary to the provisions of this Agreement, shall have any binding effect). K7 Waiver of Breach No waiver or consent by any party to this Agreement of any breach or default of any kind or character (whether direct or implied) of any of the tenns or provisions hereof, shall be effective or be binding upon such party unless the same shall be in writing and signed by or on behalf of the waiving party. No such written waiver of any particular breach for any particular period of time shall be construed as a waiver of any similar or other breach, or at any other time. No failure to act in response to any such breach or default mayor shall be construed as a waiver or consent. K8 Notices & Addresses Any party to this Agreement shall have the right to specify, in writing to the other part (ies), changes in the mailing address to which written notices to it shall be given. Otherwise, the Notice Address for each party is as specified at the beginning of the Agreement. Any notice or consent required and/or given pursuant to this Agreement shall be duly given in writing, as of the date hand-delivered or as of the deposit date acknowledged by the U.S. Postal Service (or equivalent), properly addressed and with appropriate delivery charges prepaid by the sender. K9 Cumulative Remedies The several rights and remedies herein shall be construed as cumulative, and none of them shall be exclusive of, or in lieu or limitation of any other right, remedy, or priority allowed by law. The parties hereto shall be entitled to pursue any and all available legal remedies without thereby excluding the use of any other. ED TSLLA .ClientID. r.1 0-02 02002 POC, SLC, UT, USA. All rights reserved. Page II of42 J.lgl CONFIDEN77AL KIO Law, Forum & Enforcement This Agreement shall be governed by and enforced in accordance with the laws of the State of Utah and of the United States of America. Any litigation between the parties relating to this Agreement shall be filed and pursued in Salt Lake City, Utah, and the parties hereby consent and submit to such jurisdiction and venue. In addition to specific provisions in connection with Section G and Exhibits A and C, if it becomes necessary for PDC to enforce the terms of this Agreement more generally, and ifPDC successfully establishes that Contractor has violated this Agreement in a court having jurisdiction, then Contractor agree to pay all attorney's fees and costs of PDC which may arise out of or are incident to such enforcement by PDC of the provisions of this Agreement. KII Survivability Any un-met obligations hereunder, and all representations.and warranties made by the parti.es herein, shall survive any termination or expiration of this Agreement. In addition, certain provisions of the Agreement which specify and require their survival of termination, shall also survive any termination or expiration of this Agreement, as provided in those provisions and for the periods required therein. K12 Binding Agreement This Agreement shall be binding upon and shall inure to the benefit of the duly authorized and permitted successors, heirs, legal representatives, assigns and/or successors in interest of the respective parties hereto. K13 Offer When presented complete with PDC's signature, this document represents an offer from PDC which shall, if not fully executed and returned to PDC within 3D-days of the date specified on the tirst page hereof, be withdrawn. If this offer is so withdrawn, PDC's signature below, together with this offer and document, shall be rendered null, void, and of no force or effect. In witness of their understanding of, and commitment to be bound by the above points of this Agreement, the parties hereto, by their duly authorized representatives, have executed and entered into this Agreement as of the date specified on the cover page hereof, which is the Effective Date and beginning of the term of this Agreement. PDC, CONSULTANT, AND/OR MPC: Medical Priority Consultants, Inc., dba Priority Dispatch Corp. CONTRACTOR: Richmond County, Augusta 911 Communication Center By: By: Its: ED TSLLA .ClienIID. r.l 0-02 02002 POC, SLC, lIT, USA AD righu reserved. Page 12 of 42 J.lgl CONFIDENTIAL EXHIBIT A CONFIDENTIALITY AGREEMENT attached to and made part of and applicable to that certain LIMITED LICENSE AGREEMENT DATED 11/22/02 (the "Agreement," and/or the 'LLA") by and between RICHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER ("Contractor," and/or "you") and PRIORITY DISPATCH CORP. ("PDC," "Consultant," and/or "MPC") (please see attached) ED TSLLA .Clicnt!D" r.1 0-02 02002 POC, SLC. UT, USA. All rights reserved. Page 13 of 42 J.lgl CONFIDENTIAL CONFIDENTIALITY AGREEMENT dated 11/22/02, By and Between: Medical Priority Consultants, Inc., dba and Priority Dispatch Corp. (Tel: (801) 363-9127; Fax: (801) 363-9144) 139 E. South Temple, Suite 500 Salt Lake City, Utah, 84111-1103 ("PDC," "Consultant," and/or "MPC") Richmond County, Augusta 911 Communication Center Tel: (708) 821-1209; Fax: (708) 821-1213 911 4th Street Augusta, GA 30911 ("Contractor") PURPOSE In order to explore the mutual advantages which are expected to come from joint endeavors between PDC and Contractor, Contractor wishes to become acquainted with and evaluate certain intellectual properties of PDC's, and PDC wishes to enable Contractor to do so, in connection with contractual arrangements between them. Therefore, in consideration of the provisions detailed below, PDC hereby agrees to furnish Contractor with certain Confidential Commercial Information of PDC's (as this term is more precisely defined in Section ], below), and Contractor hereby agrees to accept and use such information in accordance with the terms and conditions of this Confidentiality Agreement. Confidential Commercial Information ("CCI") This Agreement sets forth the terms and conditions agreed to between the Parties hereto, whereby PDC does and shall reveal and entrust to Contractor (verbally, in writing, and/or otherwise) certain proprietary information, intellectual properties and trade secrets which are valuable, special and unique assets ofPDC, and which could, ifnot restricted, be used against PDC's interests and to PDC's detriment (herein: the "Confidential Commercial Information," or "CCI"). Such information and properties include, but are not limited to, the following: PDC's Priority Dispatch concept and protocol systems, including, without limitation, pre-arrival and post-dispatch telephone instructions and quality management programs for the following Public Safety and/or Managed Health Care Priority Dispatch and/or Access Systems ("PDS''): Priority Access Management System ("PAMS''); Medical Priority Dispatch System ("MPDS"); Police Priority Dispatch System ("PPDS''); and Fire Priority Dispatch System ("FPDS''); together with all their related intellectual property rights, patents, copyrights, trade and/or service marks and/or symbols, research projects and related formulas, technologies, logic systems, processes, concepts, devices, development plans, models, price lists, marketing plans, implementation plans, quality assurance processes, and/or related commercial information, trade secrets and intellectual properties. Also, and pertaining to the above: PDC's proprietary manual systems and computer systems and software programs (in any form, format or edition in which they may exist, including, without limitation, source and object form, together with their logic pathways, texts, systems and concepts); proprietary concepts, designs and methods of designing systems and programs, hardware configurations and devices, software, and passwords; proprietary flip-card reference files, publications, curricula, lesson plans, instructional aids, plans, models, processes, drawings, lists, proposals, designs, product developments, techniques, improvements, procedures, specifications, and research and development ideas and concepts; confidential sales, distribution, purchasing and market research data and information used, developed and proven by PDC; PDC's business plans and practices, modes of operating, tax and accounting procedures, financial arrangements and information, contract and licensing relationships, information about business opportunities, and its supplier, distributor and customer and prospective customer lists, mailing lists, etc., together with confidential information of any such third parties provided to P DC in confidence. In addition, concepts, systems, technologies, materials and products originated by MPC and/or Jeff 1. Clawson, MD. and others under contract with MPC, in which MPC has proprietary information rights and/or intellectual property rights (including, without limitation, MPC's Computer-Aided Dispatch Systems, Quality Assurance/Quality Improvement and Management Systems, Administrative Information Management Systems, Emergency Medical Dispatch ["EMD") Treatment Sequence Protocols and Systems, Dispatch Life Support ["DLS"} ED TSLLA <<ClicntID. r.1(}'()2 o 2002 POC, SLC, UT, USA. All rights reserved. Page 14 of 42 l.lgl CONFIDENTIAL Protocols and Systems, and technology related to all the above-specified systems, protocols and concepts, in whatever form, edition or version in which they may exist). 2 Use & Ownership of the CCI The Parties understand and agree that a primary purpose of this Agreement is to govern Contractor's access to and use of the CCI. Contract~r acknowledges and agrees that the CCI is and shall remain the sole and exclusive property of Consultant, and that nothing herein shall be interpreted to derogate such exclusive ownership rights of Consultant. Contractor shall neither claim nor attempt to record any of Consultant's trademarks, servicemarks or copyrights. PDC's entrustment of any of the CCI to Contractor pursuant to this Agreement is for the I imited purpose of assisting Contractor to evaluate the CCI. Any use of the CCI not provided for in this Confidentiality Agreement may be authorized by a separate written Licensing Agreement between the parties (See Section 3.c, below). Entrustment by PDC to Contractor under this Confidentiality Agreement is not (and shall not be construed to be) a sale, lease, license or transfer of any of the CCI; nor an offer, invitation or permit for Contractor to copy or modify any part of the CCI in any way, or to create any derivative work based upon the CCI, or to keep or use the CCI beyond the limits of this Agreement; nor to transfer by any means, directly or indirectly, any of the CCI to any third party, other than to the extent it is necessary to make such disclosure to employees of Contractor, and Contractor hereby agrees to inform said employees of the confidentiality of the CCI and agrees to indemnify and save PDC harmless against any damages to PDC which may arise from the unauthorized disclosure of the CCI by Contractor or by said employees. 3 Term, Termination, & Amendment The term of this Agreement shall commence as of the date specified at the beginning hereof and shall continue as-is, until earlier termination or amendment by of any of the following acts: a By Contractor:' Contractor may terminate this Agreement at any time by exercising Contractor's option to return any and all copies of the CCI in its possession to PDC (at the above-specified address, or at such other address as PDC may specify in writing to Contractor), pursuant to the terms of this Agreement; or b By Consultant: Termination for any reason by Consultant, upon ten days advance written notice by Consultant to Contractor (at the above-specified address, or at such other address as Contractor may specify in writing to PDC); or c Amendment: This Agreement may be amended by the Parties entering into any longer-tenn Agreement which supersedes certain parts of this Agreement by licensing Contractor to specified, limited use of specified parts of the CCI. d Return of the CCl upon any Termination: In any event of termination, Contractor agrees to return to POC all writings, models, drawings, photographs, computer programs, software or other tangible documentation and/or copies or derivatives thereof in possession of Contractor and/or originating with Contractor at time of termination. 4 Obligations of Non-Disclosure During the term of this Agreement, and for a period of five years following any termination thereof, Contractor shall not otherwise disclose any of the CCI to any party or entity which is not specified in writing and agreed to in advance by POC, nor shall Contractor use any of PDC's CCI or trademarks or copyrighted patented materials, etc. for Contractor's own benefit, or for the benefit of others, or to compete with POC in any way. 5 Breach In the event of Contractor's breach or threatened breach ofthis Agreement, POC shall be entitled, without posting any bond, to obtain from any court of appropriate jurisdiction a temporary restraining order, preliminary injunction or permanent injunction to restrain Contractor from further engagement in any unlicensed use, copying or distribution of any of the CCI in any way not specifically authorized by POC in writing. Nothing herein shall be construed as prohibiting POC from pursuing any other remedies available to POC for any such breach or threatened breach by Contractor, including, without limitation, recovery of damages from Contractor. ED TSLLA .ClientlD>> r.1 0-02 02002 POC, SLC, UT, USA. All rights reserved. Page 15 of 42 J,lgl CONFlDEN77AL 6 Law, Forum & Enforcement This Agreement shall be governed by and enforced in accordance with the laws of the State of Utah and of the United States of America. Any litigation between the parties relating to this Agreement shall be filed and pursued in Salt Lake City, Utah, and the parties hereby consent and submit to such jurisdiction and venue. If it becomes necessary for Cons.ultant to enforce the terms of this Agreement, then Contractor agree to pay all attorney's fees and costs ofPDC which may arise out of or are incident to such enforcement by Consultant of the provisions of this Agreement. 7 Assignment Contractor's rights pursuant to this Agreement shall not be assignable. The tenns, conditions, and other provisions of this Agreement shall inure to the benefit of upon Consultant's successors and assigns. 8 Extension The Parties understand and agree that this Agreement fonnalizes their relationship as to the disclosure between the Parties of any infonnation relating to the CCI. This Agreement thereby extends to all infonnation concerning said CCl which may have been disclosed to the Contractor prior to the execution of this fonnal Agreement. This Agreement shall not, however, be construed to prevent the Contractor from the legal and proper authorized use of any products acquired or licensed from Consultant for consideration, or ofinfonnation which is already clearly in the public domain. In witness of their understanding of, and agreement to be bound by the above-specified provisions of this Agreement, duly authorized representatives of the Parties have set their signatures hereto as of the date at the top of the first page of this Agreement MPCIPDC: Medical Priority Consultants, Inc., dba Priority Dispatch Corp. Contractor: Richmond County, Augusta 911 Communication Center By: William H. Lloyd, Executi By: NOTE: As acknowledged and agreed in Section C.] of the main Agreement of which this Confidentiality Agreement is Exhibit A, the parties' signatures on that main Agreement constitute execution of this Exhibit A, which may - but need not - be separately executed, to be infullforce and effectfollowing the parties' execution of the main Agreement. ED TSLLA .C1ientlD. r. I 0-02 02002 POC, SLC, UT, USA. All righlS reserved. Page 160f42 l.181 CONFIDENTIAL EXHIBIT B APPROVED Medica1lPolicelFire TRAINER PRE-REQUISITES & lliDEPENDENTCONTRACTOR AGREEMENT attached to and part of LIMITED LICENSE AGREEMENT DATED 11/22/02 (the "Agreement," and/or the 'LLA") by and between RICHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER ("Contractor," and/or "you") and PRIORITY DISPATCH CORP. ("PDC," "Consultant," and/or "MPC") (please see attached) ED TSLLA .ClientlD>> r. 10-02 02002 POC, SLC, UT, USA All rights reserved. Page 17 of 42 J.lgl CONFIDENTIAL PRE-REQUISITES FOR BECOlv1ING AN NAED-CERTIFIED MEDICAUPOLICFJFIRE INSTRUCTOR ATTACHMENT-l attached to and made part of and applicable to that certain EXHIBIT B TO 11/22/02 LIMITED LICENSE AGREEMENT (the "Agreement," and/or the 'LLA") by and between RlCHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER ("Contractor," and/or "you") and PRIORITY DISPATCH CORP. ("PDC," "Consultant," and/or "MPC") (please see attached) ED TSLLA <<ClienlIO. r.IO-02 02002 PDC, SLC, UT, USA. All rights reserved. Page 18 of42 J.lgl CONFIDENTIAL PRE-REQUISITES FOR BECOMING AN NAED-CERTIFIED MEDICALPOLICF./FIRE INSTRUCTOR A. EMD QUALIFICATIONS 1. ALS certification Previous training, experience, and certification or licensure as an ALS-Ievel medical practitioner, preferably as a Paramedic, EMS nurse, or EMS physician. Five years of active field medic experience is preferred. 2. Instructional education Previous training in disciplines of adult learning theory, adult education, and instructional technology. Significant classroom instructional experience is preferred. 3. Personnel training Previous experience in EMS/prehospital care personnel training, preferably at the ALS-level. Five years experience is preferred. 4. Medical dispatching Previous work with medical dispatching and communication center operations. On-line experience in a system utilizing the Advanced MPDS is preferred. B. PREREQUISITES 1. EMD Certification Full attendance and completion of a basic 24-hour EMD course with Academy certification (Course 1). Photocopy of certificate. Passing examination grade of 85% or higher is preferred. 2. Recommendation Submit three (3) letters offormal recommendation with one each from primary employer, training agency management, and physician medical director. Recommendations that discuss a candidate's teaching abilities are preferred. 3. Application and Curriculum Vitae Submit Curriculum Vitae (formal resume) with a completed EMD Instructor Application. Include previous work experience and references, as well as personal contact information. C. PROCESS FOR CERTIFICATION ELIGIBILITY After written contract approval from the Academy-authorized training entity that initiated the candidate's EMD Instructor training and having fulfilled all qualifications and prerequisites, the candidate will successfully complete the following: 1. Trial training course Candidate Instruction of a complete 24-hour EMD certification course with in-person evaluation by an Academy- approved senior national faculty instructor (Course 5). National faculty instructor may minimally assist in teaching the course as necessary. 2. Evaluation Formal positive written evaluation and recommendation for EMD Instructor certification by an Academy senior national faculty instructor is required. Highest recommendation is preferred. ED TSLLA .ClientiD>> r.10-02 Q 2002 PDC, SLC. UT, USA. All right> reserved. Pagel9of42 ].Igl CONFIDEN'flAL 3. Executive and EMD-Q Certification When appropriate and available, full attendance and completion of both a 12-hour EMD-Q Certification Course and a 8-hour National Executive Certification Course is recommended. 4. Certification-Eligible (provisional Status) Once an instructor-candidate has successfully completed the previous qualifications, prerequisites, and processes, they will be granted the status ofEMD Instructor certification-eligible. Unlike basic EMD Certification, EMD Instructor Certification is based on regular attendance at a formallnstructor Update Seminar, as well as the candidate being employed and assigned by an Academy-authorized training entity. Should the EMD Instructor become unaffiliated (no contract) with a training entity, their certification status will revert to that of certification-eligible until another formal affiliation can be made. 5. Instructor Update Seminar Full attendance and completion of an Instructor Update Seminar is required. These are normally offered twice each year in or near Academy headquarters, and occasionally at various internationallocations. Subsequent seminar attendance every two years is required to maintain eligibility (see page 4). D. EMD INSTRUCTOR CERTIFICATION Complete EMD Instructor Certification shall be awarded once the candidate has attended an Instructor Update Seminar and is officially employed by an Academy-authorized training entity. There are no free agent instructors not officially connected to a training entity. Control of the instructor's teaching schedule, updating, and re-certification are the responsibility of the employing training entity. Academy Instructor Certification is awarded in one of the following categories: 1. National Faculty Instructor Those instructors who have demonstrated exceptional interpersonal skills and teaching ability are at the so Ie discretion of the Academy awarded this distinctive status directly with the Academy's training management agency to teach nationally on a limited independent contractor basis. 2. In-house Trainer Those instructors employed by an EMS agency Accredited by the Academy as a Center of Excellence will be granted limited In-house Trainer status to teach for that agency. 3. Site Trainer Those instructors employed by an Academy-authorized educational institution or EMS training site will be granted limited Site-Trainer status to teach in their surrounding area, region, or educational sphere of influence, under the terms of a Licensed Training Site contract. E. EMD INSTRUCTOR RECERTIFICATION In order to maintain current Academy Certification, every two (2) years the EMD Instructor shall complete the following requirements: 1. Instructor Update Seminar Attend a complete Instructor Update Seminar at least once during the previous two-year certification period. 2. Application and Verification Submit a completed, formal, Instructor Re-certification application that verifies personal contact information and at least four EMD Courses being taught during the past two years (or alternately, teaching involvement in at least two courses, plus teaching 48 hours of CDE). 3. Code of Ethics Agree to abide by the Academy's Code of Ethics and professional practice standards (see below). 4. Payment of Fees Submit payment of $90 to the Academy, covering $45 for basic EMD re-certification processing, plus an additional $45 for Instructor certification. This fee is usually included in the tuition cost of the Instructor Update Seminar. ED TSLLA <<ClientlD. r.l ~2 02002 POC, SLC, UT, USA. All rights reserved. Page 20 of 42 JJgI CONFIDENTIAL F. EMD INSTRUCTOR DECERTIFICATION Academy EMD Instructor Certification and other recognition is a privilege, not a right. Whenever a questionable situation should arise, the Academy will review the causes or concerns and may choose to deny, suspend, or revoke certification or any other recognition for a period of time where the facts submitted justify such action. Readmission requirements (if any) shall be determined by the Academy. Code of Ethics The Academy encourages, advocates, and supports the proposition that the community relies on the sound application of Priority Dispatch and imposes on the certified EMD Instructor an obligation to maintain professional standards oftechnical competence, morality and integrity. To accomplish this, the Academy's College of Fellows has unanimously adopted a Code of Ethics and other professional practice standards, which shall serve as guidelines for the Academy in determining whether initial certification and/or re-certification should be granted and in assessing grounds for a possible suspension or termination. Board of Certification Academy certification, re-certification, de-certification, accreditation, and other recognition policies, procedures, and practices are regularly reviewed by the Academy's Board of Certification and all recognition is presented and maintained solely at the discretion of the Academy. ED TSLLA <<ClienllD>> r.1 0-02 02002 POC. SLC, UT, USA. All rights reserved. Page21of42 J.lgl CONFIDEN77AL . A. EFD QUALIFICATIONS 1. CertificationjExperience Current activity with a Fire Department and one of the following: ~ NFP A Fire Service Instructor I certification ~ NFP A Officer I certification ~ Five years as a full time/paid firefighter, or ten years as a part time/volunteer firefighter, with a minimum of 3 years or more as a company line officer. 2. Instructional Education Previous training in disciplines of adult learning theory, adult education, and instructional technology. Significant classroom instruction experience is preferred. 3. Personnel Training Previous experience in fire-rescue personnel training. Five years experience is preferred. 4. Fire Dispatching Previous work with tire dispatching and communication center operations. On-line experience in a system utilizing the Advanced FPDSTM is preferred. 5. Computer Knowledge Previous experience and knowledge of personal computers. Capable of demonstrating the basic operating functions of a personal computer. Experience in Microsoft PowerPoint@ presentation software is preferred. B. PREREQUISITES 1. EFD Certification Full attendance and completion of a basic 24-hour EFD course with Academy certification (Course 1). Photocopy of certificate. Passing examination grade of 85% or higher is preferred. 2. Recommendation Submit three (3) letters of formal recommendation with one each from primary employer, training agency management, and Fire Chief. Recommendations that discuss a candidate's teaching abilities are preferred. 3. Application and Curriculum Vitae Submit Curriculum Vitae (formal resume) with a completed EFD Instructor Application. Include previous work experience and references, as well as personal contact information. 4. Presentation Style Video Upon request, applicant must submit a 1 O-minute video of him/herself instructing a class. C. PROCESS FOR CERTIFICATION ELIGIBILITY After written contract approval from the Academy-authorized training entity that initiated the candidate's EFD Instructor training and having fultilled all qualifications and prerequisites, the candidate will successfully complete the following: ED TSLLA .ClientID. '.10-02 02002 poc, SLC, UT, USA. All rights ,e=ved. Page 22 of 42 i.lgl CONFIDENTIAL ~ 1. Instructor Orientation Process The instructor candidate (IC) will begin the instructor certification process by attending and participating in an instructor orientation course which is taught by an Academy-approved instructor trainer with expertise in the curriculum and presentation of the three-day EFD course. The goal of the orientation course is to provide the new IC with the teaching tools, background information, and insight on how to successfully present the three-day EFD course. The IC will also be assigned an instructor-trainer who will act as a mentor to the IC throughout and after the instructor orientation process. During this orientation process the IC will be given teaching assignments for future courses in which the IC will team-teach wither with the assigned mentor or other senior national or international faculty instructors. 2. Course Team-Teach Team teaching at two additional basic 24-hour EFD certification courses taught by Academy-approved senior national or international faculty instructors. (Courses 2 & 3). The IC will be responsible for presenting the course material that was assigned during the orientation course (minimum). 3. Trial Training Course Completion ofa three-day EFD certification course (Course 4) as the lead instructor with an in-person evaluation by an Academy-approved senior national or international faculty instructor or instructor-trainer (preferred). The senior instructor or instructor-trainer may minimally assist in teaching the course as necessary. 4. Evaluation Formal positive written evaluation and recommendation for EFD Instructor certification by an Academy senior national or international faculty instructor is required (Course 4). Highest recommendation is preferred. 5. Executive and EFD-Q Certification When appropriate and available, full attendance and completion of an EFD-Q Certification Course and an EFD Leader Seminar is recommended. 6. Certification-Eligible (provisional Status) Once an instructor-candidate has successfully completed the previous qualifications, prerequisites, and processes, they will be granted the status ofEFD Instructor "certification-eligible." Unlike basic EFD Certification, EFD Instructor Certification is based on regular attendance at a formal Instructor Update Seminar, as well as the candidate being employed and assigned by an Academy-authorized training entity. Should the EFD Instructor become unaffiliated (no contract) with a training entity, their certification status will revert to that of "certification-eligible" until another formal affiliation can be made. Should the training entity not achieve or lose their Academy-authorized status (ie., fail to accredit, re-accredit, or incur a change in their training status that does not then meet the training site qualification criteria, the affiliated EFD Instructor's certification status will revert to "certification eligible" until the entity's status is corrected or the EFD Instructor is approved for affiliation with another Academy-authorized training entity. 7. Instructor Update Seminar Full attendance and completion of an Instructor Update Seminar is required. These are normally offered twice each year in or near Academy headquarters, and occasionally at various international locations. Subsequent seminar attendance every two years is required to maintain eligibility (See El on next page). D. EFD INSTRUCTOR CERTIFICATION Complete EFD Instructor Certification shall be awarded once the candidate has attended an Instructor Update Seminar and is officially employed by an Academy-authorized training entity. There are no "free agent" instructors not officially connected to an approved training entity. Control of the instructor's teaching schedule, updating, and recertification are the responsibility of the employing training entity. Academy Instructor Certification is awarded in one of the following categories: 1. National Instructor-Trainer Senior National Faculty Instructor who have expertise in both the EFD curriculum and protocols and have also demonstrated "excellence" in presentation skills in the three-day EFD certification course. They are active in ED TSLLA .aienllO. r.l 0-02 02002 POC. SLC. UT. USA. All righu reserved. Page 23 of 42 J.l81 CONFIDEN77AL .' teaching as a National Faculty Instructor on a national and/or international basis and are active members on one or more of the National Academy Boards or Councils. 2. National Faculty Instructor Those instructors who have demonstrated exceptional interpersonal skills and teaching ability are at the sole discretion of the Academy awarded this distinctive status directly with the Academy's training management agency to teach nationally and/or internationally on a limited independent contractor basis. 3. In-House Trainer Those instructors employed by a Fire Agency Accredited by the Academy as a "Center of Excellence" will be granted limited In-House Trainer status to teach for that agency. (If the agency is currently an EMD Accredited Center, it will be acceptable for one year after application to allow for process of EFD Accreditation.) 4. Site Trainer Those instructors employed by an Academy-authorized educational institution or public safety training site will be granted limited Site-Trainer status to teach in their surrounding area, region, or educational sphere of influence, under the terms of a Licensed Training Site contract. E. EFD INSTRUcrOR RECERTIFICATION In order to maintain current Academy Certification, every two (2) years the EFD Instructor shall complete the following requirements: 1. Instructor Update Seminar Attend a complete Instructor Update Seminar at least once during the previous two-year certification period. 2. Application and Verification Submit a completed, formal Instructor Recertification application that verifies personal contact information and at least four EFD Courses being taught during the past two years (or alternately, teaching involvement in at least two courses, plus teaching 48 hours of CDE). 3. Code of Ethics Agree to abide by the Academy's Code of Ethics and professional practice standards (see below). 4. Payment of Fees Submit payment of$90 to the Academy, covering $45 for basic EFD recertification processing, plus an additional $45 for Instructor certification. This fee is usually included in the tuition cost of the Instructor Update Seminar. F. EFD INSTRUCTOR DECERTIFICATION Academy EFD Instructor Certification and other recognition is a privilege, not a right. Whenever a questionable situation should arise, the Academy will review the causes or concerns and may choose to deny, suspend, or revoke certification or any other recognition for a period oftime where the facts submitted justify such action. Readmission requirements (if any) shall be determined by the Academy. Code of Ethics The Academy encourages, advocates, and supports the proposition that "The community relies on the sound application of Priority Dispatch and imposes on the certified EFD Instructor an obligation to maintain professional standards of technical competence, morality and integrity." To accomplish this, the Academy's College of Fellows has unanimously adopted a Code of Ethics and other professional practice standards, which shall serve as guidelines for the Academy in determining whether initial certification and/or recertification should be granted and in assessing grounds for possible certification suspension or termination. ED TSLLA uClientlD)) r.1 0-02 02002 PDC. SLC. UT. USA. All rights reserved. Page 24 of 42 J.lgl CONFIDENTIAL Board of Certification Academy certification, recertification, decertification, accreditation, and other recognition policies, procedures, and practices are regularly reviewed by the Academy's Board of Certification and all recognition is presented and maintained solely at the discretion of the Academy. ED TSLLA .ClientID. r.l 0-02 02002 PDC, SLC, lTf, USA. All rights reserved. Page 25 of 42 1.lgl CONFIDEN77AL A. EPD QUALIFICATIONS 1. Certification/Experience Five years as a full-time police officer. Ranking police officer certification, or ranking police officer certification with responsibility for the communications center is preferred. 2. Instructional Education Previous training in disciplines of adult learning theory, adult education, and instructional technology. Significant classroom instruction experience is preferred. 3. Personnel Training Previous experience in police personnel training. Five years experience is preferred. 4. Police Dispatching Previous work with police dispatching and communication center operations. Experience in a system utilizing the Advanced PPDSTM is preferred. 5. Computer Knowledge Previous experience and knowledge of personal computers. Capable of demonstrating the basic operating functions of a personal computer. Experience in Microsoft PowerPoil)t@ presentation software is preferred. B. PREREQillSITES 1. EPD Certification Full attendance and completion of a basic 24-hour EPD course with Academy certification (Course 1). Photocopy of certificate. Passing examination grade of 85% or higher is preferred. 2. Recommendation Submit three (3) letters offormal recommendation with one each from primary employer, training agency management, and Police Chief. Recommendations that discuss a candidate's teaching abilities are preferred. 3. Application and Curriculum Vitae Submit Curriculum Vitae (formal resume) with a completed EPD Instructor Application. Include previous work experience and references, as well as personal contact information. 4. Presentation Style Video Upon request, applicant must submit a IO-minute video of himlherself instructing a class or teaching a concept. C. PROCESS FOR CERTIFICATION ELIGIBILITY After written contract approval from the Academy-authorized training entity that initiated the candidate's EPD lnstructor training and having fulfilled all qualifications and prerequisites, the candidate will successfully complete the following: 1. Instructor Orientation Process The instructor candidate (lC) will begin the instructor certification process by attending and participating in an instructor orientation course which is taught by an Academy-approved instructor trainer with expertise in the curriculum and presentation of the three-day EPD course. The goal of the orientation course is to provide the new IC with the teaching tools, background information, and insight on how to successfully present the three-day EPD course. The IC will also be assigned an instructor-trainer who will act as a mentor to the IC throughout and after the instructor orientation process. During this orientation process the IC will be given teaching assignments for future courses in which the lC will team-teach either with the assigned mentor or other senior national or international faculty instructors. ED TSLLA .ClientlD. r.1 0..02 Q 2002 PDC. SLC. UT. USA All rights reserved. Page 26 of 42 1.181 CONFIDENT7AL 2. Course team-teach Team teaching at two additional basic 24-hour EPD certification courses taught by Academy-approved senior national or international faculty instructors (Courses 2 & 3). The IC will be responsible for presenting the course material that was assigned during the orientation course (minimum). 3. Trial training course Completion ofa three-day EPD certification course (Course 4) as the lead instructor with an in-person evaluation by an Academy-approved senior national or international faculty instructor or instructor-trainer (preferred). The senior instructor or instructor-trainer may minimally assist in teaching the course as necessary. 4. Evaluation Formal positive written evaluation and recommendation for EPD Instructor certification by an Academy senior national or international faculty instructor is required. Highest recommendation is preferred. 5. Executive and EPD-Q Certification When appropriate and available, full attendance and completion of an EPD-Q Certification Course and an EPD Leader Seminar is recommended. 6. Certification-Eligible (Provisional Status) Once an instructor-candidate has successfully completed the previous qualifications, prerequisites, and processes, they will be granted the status ofEPD Instructor "certification-eligible." Unlike basic EPD Certification, EPD Instructor Certification is based on regular attendance at a formal Instructor Update Seminar, as well as the candidate being employed and assigned by an Academy-authorized training entity. Should the EPD Instructor become unaffiliated (no contract) with a training entity, their certification status will revert to that of "certification-eligible" until another formal affiliation can be made. Should the training entity not achieve or lose their Academy-authorized status (Le., fail to accredit, re-accredit, or incur a change in their training status that does not then meet the training site qualification criteria), the affiliated EPD Instructor's certification status will revert to "certification eligible" until the entity's status is corrected or the EPD Instructor is approved for affiliation with another Academy- authorized training entity. 7. Instructor Update Seminar Full attendance and completion of an Instructor Update Seminar is required. These are normally offered twice each year in or near Academy headquarters, and occasionally at various international locations. Subsequent seminar attendance every two years is required to maintain eligibility (See El on next page). D. EPD INSTRUCTOR CERTIFICATION Complete EPD Instructor Certification shall be awarded once the candidate has attended an Instructor Update Seminar and is officially employed by an Academy-authorized training entity. There are no "free agent" instructors not officially connected to an approved training entity. Control of the instructor's teaching schedule, updating, and recertification are the responsibility of the employing training entity. Academy Instructor Certification is awarded in one of the following categories: 1. N ational Instructor-Trainer Senior National Faculty Instructor who have expertise in both the EPD curriculum and protocols and have also demonstrated "excellence" in presentation skills in the three-day EPD certification course. They are active in teaching as a National Faculty Instructor on a national and/or international basis and are active members on one or more of the Academy Boards or Councils. 2. National Faculty Instructor Those instructors who have demonstrated exceptional interpersonal skills and teaching ability are at the sole discretion of the Academy awarded this distinctive status directly with the Academy's training management agency to teach nationally on a limited independent contractor basis. 3. In-House Trainer Those instructors employed by a Police agency Accredited by the Academy as a "Center of Excellence" will be granted limited In-House Trainer status to teach for that agency. ED TSLLA .ClientlD" r.1 ()'()2 02002 POC, SLC, UT, USA. All rights reserved. Page 27 of 42 J.lgJ CONFIDENTIAL 4. Site Trainer Those instructors employed by an Academy-authorized educational institution or public safety training site will be granted limited Site-Trainer status to teach in their surrounding area, region, or educational sphere of influence, under the terms of a Licensed Training Site contract. E. EPD INSTRUCTOR RECERTIFICATION In order to maintain current Academy Certification, every two (2) years the EPD Instructor shall complete the following requirements: 1. Instructor Update Seminar Anend a complete Instructor Update Seminar at least once during the previous two-year certification period. 2. Application and Verification Submit a completed, formal Instructor Recertification Application that verifies personal contact information and at least four EPD Courses being taught during the past two years (or alternately, teaching involvement in at least two courses, pIus teaching 48 hours of CD E). 3. Code of Ethics Agree to abide by the Academy's Code of Ethics and professional practice standards (see below). 4. Payment of Fees Submit payment of $90 to the Academy, covering $45 for basic EPD recertification processing, plus an additional $45 for Instructor certification. This fee is usually included in the tuition cost of the Instructor Update Seminar. F. EPD INSTRUCTOR DECERTIFICATION Academy EPD Instructor Certification and other recognition is a privilege, not a right. Whenever a questionable situation should arise, the Academy will review the causes or concerns and may choose to deny, suspend, or revoke certification or any other recognition for a period oftime where the faces submitted justifY such action. Readmission requirements (if any) shall be determined by the Academy. Code of Ethics The Academy encourages, advocates, and supports the proposition that "The community relies on the sound application of Priority Dispatch and imposes on the certified EPD Instructor an obligation to maintain professional standards oftechnical'competence, morality and integrity." To accomplish this, the Academy's College of Fellows has unanimously adopted a Code of Ethics and other professional practice standards, which shall serve as guidelines for the Academy in determining whether initial certification and/or recertification should be granted and in assessing grounds for possible certification suspension or termination. Board of Certification Tbe Academy's Board of Certification regularly reviews Academy certification, recertification, decertification, accreditation, and other recognition policies, procedures, and practices and all recognition is presented and maintained solely at the discretion oftbe Academy. ED TSLLA .ClientlD>> r.10-02 02002 POC, SLC, UT, USA All rights reserved. Page 28 of 42 1.lgl CONFIDENTIAL INDEPENDENT CONTRACTOR AGREEMENT BYand BETWEEN APPROVED ED TRAINER (8) AND PDC A TT ACHMENT-2 attached to and made part of and applicable to that certain EXHIBIT B TO 11/22/02 LIMITED LICENSE AGREEMENT (the "Agreement," and the "LLA") by and between RICHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER ("Contractor," and "you") and PRIORITY DISPATCH CORP. ("PDC," "Consultant," and/or "MPC") (please see attached) ED TSLLA .ClientlD>> L10-02 C 2002 PDC, SLC, UT, USA All ri81m reserved. Page 29 of 42 1.181 CONFIDENTIAL INDEPENDENT CONTRACTOR/lNSTRUCTOR AGREEMENT Non-Disclosure/Non-Competition/Contractor Invention Covenants of Authorized EMD Trainer Candidate with PDC dated 11/22/01, By and Between: Medical Priority Consultants, Inc., dba and Priority Dispatch Corp. (I'el: (801) 363-9127;fax: (801) 363-9144) 139 E. South Temple, Suite 500 Salt Lake City, Utah, 84111-1103 ("MPC," "PDC," and/or the "Company") Tanja H. Mims ("Mims") Tel: (708) 821-1209; Fax: (708) 821-1213 c/o Richmond County, Augusta 911 Communication Center 911 4th Street Augusta, GA 30911 PURPOSE PDC has entered into that certain 11/22/02 Training Site Limited License Agreement (the "LLA") with Mims's Employer, Richmond County, Augusta 911 Communication Center ("Employer," and/or "Contractor"). Under the LLA, Employer is Licensed by PDC to provide PDC's proprietary MedicalIPolicelFire-Certification Training Course(s) and Program(s) and to use the copyrighted instructional and training materials specified in the LLA, all as Licensed Products. Employer is further authorized under the LLA to Assign certain License Rights to instruct such Course(s), to PDC-Approved ED Trainers in the respective ED fields, who have been prepared for and contracted to such status by PDC, as provided for in the LLA. Mims has accepted Employer's appointment as a Candidate to become such a PDC-Approved EMD Trainer under the LLA. PDC requires such Candidates to enter into an Independent Contractor/Instructor Agreement such as this with PDC, as part of the process of becoming such a PDC-Approved EMD Trainer. This Agreement specifies the terms, conditions and provisions under which Mims and PDC agree that Mims will be granted such Approved EMD Trainer status and operate as an EMD Trainer for Employer in instructing such Licensed Courses, but only under Assignment by Employer pursuant to the LLA. This Agreement is to be attached to and made part of the LLA (as part of Exhibit B to the LLA), and as such, is further subject to applicable provisions of the LLA, relative to such Assignments, etc. RECITALS Whereas, Mims is willing to prepare and qualify for PDC Approval as such an Approved EMD Trainer in connection with the LLA; Whereas, as such, Mims shall be bound to honor and uphold Mims's Employer, as Contractor under the LLA; Whereas, Mims understands and agrees that the Company's proprietary systems and confidential commercial information constitute trade secrets that are unique, special and valuable intellectual properties of the Company which are essential to PDC's future viability and which must be carefully guarded and treated confidentially by Consultant and by Contractor's ED Instructors, etc. Such proprietary and confidential commercial information, ED TSLLA uClientID>> r.1 0-02 02002 POC. SLC, UT, USA All rights reserved. Page 30 of 42 1.lgl CONFIDEN77AL secrets and properties are understood and agreed by the parties to this Agreement to specifically include, without being limited to, the following: PDC's Priority Dispatch concept and protocol systems, including, without limitation, pre-arrival and post-dispatch telephone instructions and quality management programs for the following Public Safety and/or Managed Health Care Priority Dispatch and/or Access Systems ("PDS''): Priority Access Management System ("PAMS''); Medical Priority Dispatch System ("MPDS''); Police Priority Dispatch System (HPPDS''); and Fire Priority Dispatch System (HFPDS''); together with all their related intellectual property rights, patents, copyrights, trade and/or service marks and/or symbols, research projects and related formulas, technologies, logic systems, processes, concepts, devices, development plans, models, price lists, marketing plans, implementation plans, quality assurance processes, and/or related commercial information, trade secrets and intellectual properties. Also, and pertaining to the above: PDC 's proprietary manual systems and computer systems and software programs (in any form, format or edition in which they may exist, including, without limitation, source and object form, together with their logic pathways, texts, systems and concepts); proprietary concepts, designs and methods of designing systems and programs, hardware configurations and devices, software, and passwords; proprietary flip-card reference files, publications, curricula, lesson plans, instructional aids, plans, models, processes, drawings, lists, proposals, designs, product developments, techniques, improvements, procedures, specifications, and research and development ideas and concepts; confidential sales, distribution, purchasing and market research data and information used, developed and proven by PDC; PDC's business plans and practices, modes of operating, tax and accounting procedures, financial arrangements and information, contract and licensing relationships, information about business opportunities, and its supplier, distributor and customer and prospective customer lists, mailing lists, etc., together with confidential information of any such third parties provided to PDC in confidence. In addition, concepts, systems, technologies, materials and products originated by MPC and/or Jeff J. Clawson, MD. and others under contract with MPc, in which MPC has proprietary information rights and/or intellectual property rights (including, without limitation, MPC's Computer-Aided Dispatch Systems, Quality Assurance/Quality Improvement and Management Systems, Administrative Information Management Systems, Emergency Medical Dispatch ["EMD"] Treatment Sequence Protocols and Systems, Dispatch Life Support ["DLS"] Protocols and Systems, and technology related to all the above-specified systems, protocols and concepts, in whatever form, edition or version in which they may exist). All the foregoing collectively to be referred to below as the "Confidential Commercial Information," or "CCI;" Whereas, PDC, from the inception of its business, has developed confidential, special and valuable expertise; manual and computer systems, software, plans, drawings, proposals, designs, product developments; confidential purchasing and market research information; and other, similar confidential information, all of which are also included in the defined term CCI, and which are critical to PDC's continued success; Whereas, it has taken PDC substantial time and expense to develop the aforesaid CCI, together with its lists of suppliers and customers, etc., and their patronage and goodwill; Whereas, Mims understands that the success ofPDC depends, in part, on maintaining the confidentiality & proprietary nature ofPDC's Confidential Commercial Information, proprietary systems and intellectual properties; Whereas, in an effort to promote PDC's success and to properly service its customers expeditiously and economically, PDC has made, or intends to make portions of its CCI, etc. known to Mims; Whereas, Mims understands and agrees that protecting and preserving the confidentiality ofPDC's CCI is essential to PDC's future viability, and that said CCl consists oftrade secrets and intellectual properties which must be treated as confidential by PDC and by its independent contractors; Whereas, Mims understands and agrees that Mims may obtain knowledge of other, similarly confidential information belonging to customers and suppliers ofPDC and to other third parties in contractual relationships with PDC who have entrusted their information to PDC in confidence; and that all copies of'such information and material are and shall remain the property of PDC, and that Mims shall have no ownership interest in them or rights to use them, other than as provided for in this Agreement; ED TSLLA <<ClientlD>> r.l 0-02 02002 POC, SLC, lIT, USA. All rights reserved. Page31of42 l.ISI CONFIDEN77AL Whereas, it is an important intention and purpose of this Agreement to protect and preserve the confidentially of all such Confidential Commercial Information, etc.; and Whereas, this Agreement shall conclude and incorporate into it any and all previous verbal or written or other agreements between the parties as to the subject matter hereof, and it shall be incorporated into any other written agreements between the parties hereto, and without agreeing to terms hereof, Mims would not be permitted or authorized by PDC to be engaged by Mims's Employer in connection with the LLA. Now, therefore, for and in consideration of the above recitals of the premises, and any subsequent approval of and Assignment to Mims in connection with the LLA, PDC hereby agrees to furnish Mims with Confidential Commercial Information, etc., and Mims hereby agrees to accept and use said information subject to the terms and conditions specified below: Purpose & Recitals All the above provisions in the "Purpose" and "Recitals" sections of this Agreement are incorporated herein and by reference made a part hereof. 2 Term This Agreement shall commence on the date specified at the beginning hereof, and (except for those provisions which specifically survive any termination hereof) thereafter, the term of this Agreement shall coincide with the term of the LLA, so 10ng as Mims is employed by said Employer, and for the periods of time thereafter, as set forth in this Agreement and in any such LLA, unless terminated earlier, as provided below. a. Notwithstanding the date of the beginning of the term of this Agreement, Mims shall not be authorized to teach any licensed Courses under this Agreement on assignment from Mims's Employer (pursuant to said Employer's LLA, to which this Independent Contractor Agreement is an Exhibit), until Mims has been Certified as a EMD Instructor by the NAEO and authorized by POC to Instruct hereunder. At such time as these prerequisites to actual EO- Certification teaching hereunder have been met, Mims and POC shall execute an Addendum which shall be attached to and made part of this Agreement, so authorizing Mims to accept such assignments from Mims's Employer and to provide such EMO Certification Training hereunder. 3 Termination a. Either party hereto may terminate this Agreement at any time and for any reason by giving the other 30-days advance written notice of its intent to do so. b. In the event of any material breach of this Agreement by either party (the "First Party"), the Other Party may give 10-days advance written notice of intent to terminate the Agreement for cause, and may so terminate at the end of such notice period if the First Party fails to reasonably satisfy the Other Party, within such 1 O-day notice period, that any such breach is either cured or does not exist. c. In any event of termination of this Agreement, Mims shall immediately return to POC any and all materials pertaining to the CCI which have been provided to Mims by POC, together with any copies, reproductions or derivatives made from same to which Mims has access (see also, the Section entitled "Property of Company," below). 4 Confidential Commercial Information ("CCI") This Agreement sets forth the terms and conditions agreed to between the parties hereto, whereby POC may reveal and entrust to Mims (verbally, in writing or otherwise) certain proprietary information, intellectual properties and trade secrets which are valuable, special and unique assets ofPOC; which must be carefully guarded and treated confidentially by POC and by any independent contractors working with POC; and which could, if not restricted, be used against the company's interests and to POC's detriment. Such information and properties include, but are not limited to, those defined as the CCI throughout the recitals. ED TSLLA .C1icntlD. r.1 0-02 02002 PDC, SLC, trr, USA. All righu reserved. Page32 of 42 ].Igl CONFIDENTIAL 5 Use of the CCI The parties understand and agree that a primary purpose of this Agreement is to govern Mims's access to and use of the CCl. Mims understands and agrees that the CCI is and shall remain the sole and exclusive property of POC, and that nothing herein shall be interpreted to derogate such exclusive ownership rights ofPOC. Mims shall neither claim any of POC's intellectual property rights nor attempt to claim or record any ofPDC's trademarks, service marks, symbols, copyrights, or patents. POC's entrustment of any of the CCI to Mims pursuant to this Agreement is for the sole and strictly limited purpose of assisting Mims to fulfill Mims's direct, personal duties in connection with the LLA of which this Agreement is to become part. Such entrustment is not (and shall not be construed to be) a sale, lease, license or transfer of any of the CCI, nor is such entrustment an offer, invitation or pernlit for Mims to copy or modify in any way, any part of the CCl. Nor does such entrustment authorize Mims to disclose or transfer by any means, directly or indirectly, or personally or through any other person or entity, any of the CCI to any third party not authorized in writing by POC, nor to create any derivative work based upon the CCI, or to keep or use the CCI beyond the limits of this Agreement (or of any other agreement of which this Agreement may become part) without the express, written, prior consent ofPOC. Furthermore, Mims agrees to hold PDC harmless against any damages to POC which may arise from Mims's unauthorized disclosure, modification or mis-use of the CCI in violation of this Agreement. 6 Non-Disclosure Mims shall not, at any time during the term of this Agreement, or thereafter, following any termination of this Agreement (except in specific fulfillment ofMims's direct, personal duties in connection with the LLA), do any of the following without the express, prior written approval of POC: a Disclose any secret, confidential, technical, planning, policy or operating matter relating to any aspects of the CCI or to POC's business; or b Disclose any trade names, trademarks, patents, copyrights, products, mailing or customer lists, designs, systems, formulae, product composition, label, or label design, package or packaging method used by, or contemplated for use by POC; or c Directly or indirectly make use of any ofPOC's secret and confidential methods and techniques of its business, including, without limitation, its Confidential Commercial Information, etc., either to POC's detriment or for Mims's own benefit or for the benefit of third parties engaged in business in competition with PDC, or for others who intend to enter into PDC's business. Furthermore, Mims shall not divulge any of same to any person, firm or institution, either by statement, deposition or as a witness, except upon direct written authority of the Company, and POC shall be entitled to an injunction by a competent court to enjoin and restrain the unauthorized disclosure of such information as more fully set out hereinafter; or d Otherwise disclose any of the CCI to any third party not specified by POC in writing, or use any of the CCI to benefit any competition with PDC in any way. 7 Non-Competition The parties acknowledge and agree that POC's proprietary systems have substantially contributed to international ED and OLS standards, and that POC is now marketing these systems and related products and services - and seeking to preserve and protect its intellectual property rights - throughout the world. Consequently, they further understand and agree that there is no appropriate geographic area limitation applicable to this Non-Competition provision: For the specific period of time from the date of this Agreement until five years after any termination thereof, without the express, prior written consent of PDC (which shall not be unreasonably withheld), Mims shall not (either directly, or indirectly, through any third party), for any reason or purpose whatever, engage in any of the following activities, which the parties understand and agree would place Mims in direct competition with PDC: a Be employed by, under contract with, participate in, or be connected in any significant manner with the ownership, management, operation or control of any business, public or private agency or governmental unit or group having professional or business dealings with PDC, or which develops, sells or distributes products or provides services which are comparable to those ofPOC during the term ofMims's work with POC in connection with the LLA; b Use or disclose in any way, any ofPOC's CCI to benefit any party that is in competition with POC; c Teach operational training courses in Emergency Dispatch, to functionally train Emergency Dispatchers; ED TSLLA .ClientlD)) ,.10-02 02002 POC, SLC, UT, USA. All rightJ ,eserved. Page 33 of 42 i.181 CONFIDENTIAL .;. d Consult with or advise ED personnel or others involved in or with ED, Computer-Aided Dispatch, or Dispatch Life Support matters; e Work with or for any client or competitor ofPDC's, or with or for any entity (whether governmental, public, non- profit or private) on ED, Computer-Aided Dispatch, or Dispatch Life Support matters; or f Advise, consult, help or otherwise be involved with any ED-related activity, work, committee, task group, or other entity. Mims may, however, without violating the tenns of this Agreement, engage in any other type or fonn of business, provided that Mims's services are wholly and totally unrelated to the business ofPDC, and that no use is made, directly or indirectly, ofPDC's Confidential Commercial Infonnation. 8 Remedy In the event of actual, planned or threatened breach of the Sections of this Agreement entitled "Non-Disclosure," or "Non-Competition: " a PDC shall be entitled, without posting any bond, to obtain from any Court of appropriate jurisdiction, an injunction, restraining Mims from continued or anticipated commission of such breach. b Nothing herein shall be construed as prohibiting PDC from pursuing any other remedies available to PDC for any such breach or threatened breach by Mims, including, without limitation, recovery of damages from Mims. 9 Discoveries & Improvements a. Mims will disclose promptly to Company, and hereby does assign and agree to assign to PDC, free from any obligation to Mims, all ofMims's right, title, and interest in and to any and all inventions, discoveries, improvements, extensions or advancements (collectively, "Developments") made, conceived, devised, developed or perfected by Mims,which: 1. Result in whole or in part from work perfonned by Mims pursuant to the LLA; or ii. Derive from the CCI or from PDC's actual or demonstrable research, development or business; or Ill. Use equipment, supplies, facilities, CCI or trade secrets ofPDC; and IV. Which have not been commissioned or approved in advance by PDC to be created for PDC, for a fee. Pertaining to any such Developments, Mims agrees to sign all instruments necessary for filing and prosecution of any PDC application for registration of trademarks, servicemarks, copyrights or for patents or Letters Patent of the United States or any other country, or of the renewing of any of the aforesaid. Furthennore, Mims hereby agrees to properly execute all instruments necessary for filing and prosecution of any continued, divisional and reissue documentation pertaining thereto which may be necessary to render them in full force and legal effect. b. Relative to any Development by Mims which may be derived, developed or perfected from any unauthorized use of PDC's proprietary systems, intellectual properties, trade secrets, CCI, etc., the provisions of this Section 9 survive any tennination of this Agreement, 10 Property of Company Upon any tennination of this Agreement, Mims shall immediately provide to PDC or, at PDC's option, to Employer, any and all materials containing or pertaining to the Confidential Commercial Infonnation (including all copies and derivatives thereof), together with like materials, relating to the business of PDC, its affiliates, or its customers that are available to Mims. Furthennore, Mims acknowledges and agrees that all such materials are and shall remain the property ofPDC solely, and that Mims has no right, title, or other interest in or to such materials. ED TSLLA <<ClicnlID>> r.1 ~2 02002 PDC, SLC, UT. USA. All rights reserved. Page34 of 42 1.181 CONFIDENTIAL ;, 11 Successors This Agreement shall be binding upon and inure to the benefit of any successor ofPDC, and any such successor shall be deemed substituted for PDC under the terms of this Agreement. As used herein, the term "successor" shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or otherwise, acquires control over all or substantially all of the assets of business ofPDC. Muns's rights hereunder are not assignable. 12 Extension The parties understand and agree that this Agreement formalizes their relationship as to the disclosure between the parties of any information relating to the CC1 and to Mims's engagement to work hereunder, in connection with the LLA. This Agreement thereby extends to all information concerning said CCI which may have been disclosed to Mims prior to the execution of this formal Agreement. This Agreement shall not, however, be construed to prevent Mims from the legal and proper use of any intellectual properties ofPDC pursuant to other, separate license agreements, etc., or of information which is c1early and unquestionably in the public domain. 13 Independent Contractor & Compensation Mims is an independent contractor to PDC under this Agreement, and nothing in this Agreement implies or is to be construed to imply an employee-employer relationship between Mims and PDC. Mims is an employee of the Employer specified in the recitals to this Agreement, with whom PDC has entered into the LLA. This Independent Contractor Agreement between PDC and Mims is to allow Mims, as Contractor's employee, to represent Contractor in Contractor's licensed use of the Licensed Products under the LLA. All Mims's costs and expenses and compensation pertaining to said licenses use under the LLA are to be settled between Mims and Mims's Employer, without involving PDC. a. Mims is an Independent Contractor (HIC") to PDC under this Agreement. Nothing in this Agreement implies or shall be construed to imply an employee-employer relationship between Mims and PDC. As an IC to PDC, Mims is not entitled to any benefits, worker's compensation or other obligatory or discretionary rights or privileges of an employee ofPDC. In any event that Mims's status as an Independent Contractor for PDC is disallowed by the U.S. Internal Revenue Service (and/or equivalent authority, domestic or foreign), and Mims's services under this agreement were considered to be those of an employee of PDC, Mims would be entitled only to minimum statutory employee benefits as such, and would not be entitled to any benefit from or inclusion in any ofPDC's Discretionary Employee Benefits which may vest in other employees of POC. Mims hereby waives any right to or interest in or to any such Discretionary Employee Benefits Mims might have enjoyed during the term of this Agreement had Mims been hired by PDC as an employee, rather than as an IC under this Agreement. Mims and PDC understand and agree that Mims is not and shall not be entitled to any such Discretionary Employee Benefits unless and until Mims and PDC were to enter into a written employment agreement to replace this Independent Contractor Agreement and to specify any such granting by PDC of any Discretionary Employee Benefits to Mims thereunder. 14 Enforcement Costs If PDC requires legal counselor action (including, without limitation, litigation), to enforce the provisions ofthis Agreement and to protect its intellectual property rights against unauthorized disclosure, use or competition, etc., by Mims, then Mims hereby agrees to reimburse the necessary legal costs and expenses incurred by PDC in doing so - in addition to paying any damage awards or settlements which PDC may win through any such actions. 15 Reasonable Restriction Mims understands the restrictions in this Agreement and agrees that they are reasonable and necessary for the proper protection of the business interests ofPDC - and that they do not deprive Mims of the means or opportunity for suitably supporting and maintaining Mims's self and family or for obtaining employment, whether during the term of, or following any termination of this Agreement. 16 General Provisions a Due Diligence & Timely Best Efforts The parties to this Agreement understand and agree that time is of the essence in the performance of their respective obligations under the Agreement, and each agrees to exercise its timely best efforts to fulfill such obligations with all due diligence, and with their highest degree of professional skill and competence. ED TSLLA .CliontiD>> r.1 0-02 02002 POC, SLC, UT, USA All rights reserved. Page 35 of 42 l.IS' CONFIDENTIAL b Execution, Counterparts & Authority This Agreement may be executed in any number of identical duplicate originals with the same effect; any such signed counterpart shall be deemed to be original; and all such signed duplicate originals shall constitute one and the same agreement. The persons executing this Agreement each warrant, by their signatures, that they have been duly authorized to enter into this Agreement on behalf of the party for whom they are signing, and that entering into this Agreement shall not, to their knowledge, violate any other agreement or binding legal obligation to which said party is subject. 1. Relative to the Authorization Addendum anticipated to this Agreement (see Subsection 2.a., above), PDC will provide duplicate originals of this Agreement, including such an Addendum, for execution by Mims. PDC's duly- authorized signature will already be on the Independent Contractor Agreement, but not on the Addendum. Mims shall sign and return one fully-executed duplicate original of the ICA to PDC, together with both duplicate originals of the Addendum, also executed by Mims, before undertaking Instructor preparations offered by PDC. At such time as Mims has successfully completed the Instructor preparation prerequisites and has been certified by the NAED as an course specific ED Instructor, PDC will indicate its approval by executing the Addendum and returning one fully-executed duplicate original to Mims. Thereafter, Mims will be authorized to teach course specific ED Certification Courses hereunder, by assignment under Muns's Employer's Training Site License. c Severability The provisions of this Agreement are each separate and severable, and should any such provision be (for any reason) void, voidable, unenforceable, illegal, or invalid in any respect, that problem shall not affect any other provision of the Agreement, and such problem provision shall be construed, narrowed or eliminated to the extent necessary to remove any such invalidity, illegality, voidability or unenforceability with respect to applicable law as it shall then be applied. d Modification of the Agreement No alteration, amendment, or modification of this Agreement shall be effective or binding unless it is in writing and signed by each of the parties hereto. e Reasonable Documentation & Construction Each party hereby agrees to furnish the other with such additional documentation, agreements and undertakings as may reasonably be required to effectuate the intent of the Agreement. This Agreement represents the wording selected by the parties to defme their agreement, and no rule of strict construction shall apply against any party. f Entire Agreement: Consolidation of all Agreements on Subject Any preceding arrangements which may have existed between the .parties pertaining to the subject matter of this Agreement (whether written, oral, or otherwise), are hereby merged into and superseded by this Agreement. ii No Other Agreements on Subject This Agreement, inclusive of all written Exhibits, amendments, addenda and permissions or consents which are or may become part of it by the mutual written consent of the parties hereto, constitutes the sole and entire agreement and understanding between the parties with respect to the matters covered hereby. The parties acknowledge that there are no other valid or binding promises, agreements, representations, warranties, statements or understandings between them, with respect to these matters, which are not expressly set forth in this Agreement. III Invalidity of Other, Unilateral Documents on Subject. No representation or statement that is not part of this written Agreement shall be valid or binding upon the parties to this Agreement, unless it is agreed upon in writing by said parties. g Waiver of Breach No waiver or consent by any party to this Agreement of any breach or default of any kind or character (whether direct or implied) of any of the terms or provisions hereof, shall be effective or be binding upon such party unless the same shall be in writing and signed by or on behalf of the waiving party. No such \vritten waiver of any particular breach for any particular period of time shall be construed as a waiver of any similar or other breach, or at any other time. No failure to act in response to any such breach or default mayor shall be construed as a waiver or consent. ED TSlLA "ClientlD>> ..10-02 02002 POC. SLC, UT, USA. All rights reserved. Page 36 of 42 l.1gl CONFIDENl7AL . h Notices & Addresses Any party to this Agreement shall have the right to specify, in writing to the other part(ies), changes in the mailing address to which written notices to it shall be given. Otherwise, the Notice Address for each party is as specified at the beginning of the Agreement. Any notice or consent required or given pursuant to this Agreement shall be duly given in writing, as of the date hand delivered -- or the deposit date acknowledged by the U.S. Postal Service (or equivalent), properly addressed and with appropriate delivery charges prepaid by the sender. Cumulative Remedies The several rights and remedies herein shall be construed as cumulative, and none of them shall be exclusive of, or in lieu or limitation of any other right, remedy, or priority allowed by law. The parties hereto shall be entitled to pursue any and all available legal remedies without thereby excluding the use of any other. j Law & Forum This Agreement shall be governed by and enforced in accordance with the laws of the State of Utah and of the United States of America. Any litigation between the parties relating to this Agreement shall be filed and pursued in Salt Lake City, Utah, and the parties hereby consent and submit to such jurisdiction and venue. . k Survivability . Any un-met obligations hereunder, and all representations and warranties made by the parties herein, shall survive any termination or expiration of this Agreement. In addition, certain provisions of the Agreement which specify and require their survival of termination, shall also survive any termination or expiration of this Agreement, as provided in those provisions and for the periods required therein. Binding Agreement This Agreement shall be binding upon and shall inure to the benefit of the duly authorized and permitted successors, heirs, legal representatives, assigns and successors in interest of the respective parties hereto. m Offer When presented complete with PDC's signature, this document represents an offer from PDC which shall, ifnot fully executed and returned to PDC within 3D-days of the date specified on the first page hereof, be withdrawn. If this offer is so withdrawn, PDC's signature below, together with this offer and document, shall be rendered null, void, and of no force or effect. In witness of their understanding of, and commitment to be bound by the provisions of this Agreement, by their duly authorized representatives, the parties hereto have executed and entered into this Agreement as the date specified at the beginning hereof, which is the Effective Date and beginning of the term of the Agreement. Tanja H. Mims ED TSLLA .ClienllD" r.10-02 02002 POC, SLC, \Jr, USA. AU rights reserved. Page 37 of 42 J.lg1 CONFIDENTIAL ~ . ADDENDUM (tltis "Addendum'~ to Independent Contractor Agreement dated: 11/22/01 (tlte "ICA'~ by and between: Mims, ("Mims'~, and Priority Dispatch Corp. ("PDC'~ ADDENDUM TO ICA DATED 11/22/01 WHEREBY PDC AUTHORIZES Mims, AS AUTHORIZED IN-HOUSE EMD TRAINER, TO USE PDC's LICENSED EMD TRAINING PROGRAM & MATERIALS UNDER THE ICA AND UNDER Augusta 911'S TRAINING LICENSE This Addendum to the rCA is to be executed after Mims and Augusta 911 have completed their training license pre-requisites as specified in that certain Limited Training Site License Agreement between PDC and Augusta 911, dated 11/22/02 (the "LLA"), and in the rCA of which this Addendum is part. These agreements also specify certain Limited License Rights which are thereafter to be granted to Mims by Augusta 911 as authorized by PDC. The ICA is an Exhibit to the LLA. This Addendum, when executed by both PDC and Mims, shall authorize Mims to receive Assignments from Augusta 911 pursuant to Augusta 911's Licensed Training Rights under the LLA. Such assignment shall be for Mims to provide PDC's standard EMDCertification Course(s) (the "Course(s)") to EMD trainees, using PDC's standard ED Training Materials for said EMD, all as provided for in the LLA and the rCA, but only in accordance with the following additional terms and conditions of this Addendum to the ICA (the "Assigned Instruction"). Now, therefore, the provisions of this Addendum to the rCA between the parties are as follows: A. Mims may provide such Assigned rnstruction only to such trainees as are provided for and authorized in the LLA and in the ICA, and shall assure that each such trainee shall be provided by Augusta 911 with the following: 1. NAED registration for ED Training, Testing and Certification (with all applicable fees pre-paid by Augusta ~11 through PDC, at NAED's then-current rates); and 2. PDC's ED EMDManual (pre-paid by Augusta 911 at PDC's then-current catalog price). B. Under the rCA, Mims is an independent contractor to PDC. Consequently, PDC bears no financial obligation or liability whatever to Mims or to Augusta 911 for the Assigned Instruction or related activities, and/or for the use of any ofPDC's Licensed Training Materials, Programs, etc. pursuant to the rCA and to this Addendum. C. As an employee of Augusta 911 (or of one of its Affiliated Agencies, if this is provided for in the LLA {"Mims's Employer"}), Mims shall look solely to and receive any and all compensation from ED TSLLA .ClienIID. r.lO-02 02002 POC, SLC, UT. USA All righu reserved. Page 38 of 42 1.lgl CONFIDENT/AL ~ Mims's Employer f~r the Assigned Instruction and any related activities of Mims as may be licensed and/or authorized by the LLA, by the lCA and/or by this Addendum. D. Mims's License to use the Licensed Materials and Program provided under the LLA, and to provide the course specific Assigned Instruction, may only be exercised while all the following-specified conditions are then-current: 1. Mims, as a full-time regular employee ofMims's Employer, and as Augusta 911's Authorized In-House EMD Trainer, remains current with PDC (and through PDC, with the NAED, as applicable) in all Mims's still-applicable contractual obligations with PDC (and/or the NAED), including, without limitation, those in connection with: a. Mims's status as an PDC-Authorized Trainer and as an NAED-Certified EMD Instructor; and b. Mims's proper legal status as an Independent Contractor ofPDC, with an lCA which both Mims and PDC agree is maintained current and in full force and effect; and 2. Augusta 911 remains current with PDC (and with the NAED, as applicable) in all Augusta 9ll's still-applicable contractual obligations with PDC (and/or the NAED), including, without limitation, those in connection with Augusta 91l's status as a currently licensed and maintained user ofPDC's Licensed EMD Training Materials and Program and related Licensed Products and Services; and This License and all related authorizations granted in this Addendum shall terminate automatically, in the event that anyone of the above conditions is not met and kept current. NOTE: There will be some costs and expenses required to maintain current status in the particulars specified above. While Augusta 911 may agree with Mims to be responsible for all or part of these obligations, Mims acknowledges that no such costs or expenses shall be P DC's responsibility. E. Mims shall follow PDC's standard EMD Course Curriculum and use PDC's standard Course Instructional Materials in connection with any Assigned Instruction hereunder, and PDC may exercise reasonable quality control measures to assure that such instructional performance by Mims is satisfactory and consistent with the Course's purposes and specifications. F. Mims is not licensed or authorized by PDC under either this Addendum or the lCA to use PDC's Confidential Information ("CCI") and related materials (including, without limitation, PDC's standard Licensed EMD Course Curriculum and/or related Licensed Training Materials), for any other instruction or related training whatever, without the express, prior written consent of PDC. G. Upon any termination of the LLA, Mims shall immediately identify and return to PDC any and all Course Instructional Materials, etc., which may have been provided by PDC for Mims's licensed use in connection with the lCA or the LLA (together with any copies of same which are available to Mims), including, without limitation, any and all materials containing and/or pertaining to the CCl. ED TSLLA .C1ientiD>> r.1 0-02 02002 POC, SLC, UT. USA. All rights reserved. Page39 of 42 1.181 CONFIDENTIAL .. . ; . Upon any termination of the lCA which may be survived by the LLA, Mims shall immediately identify and return to Mims's Employer any of the same materials specified immediately above. Mims acknowledges that all such materials are and shall remain the property of PDC solely, that PDC has loaned them under the LLA to its Licensee, and that Mims has no right, title, or other interest in or to any such materials. Understood, agreed and accepted by and for the undersigned parties to this Addendum and the lCA, as of the date specified on the first page of this Addendum. PDC, Company, and/or MDC: Medical Priority Consultants, Inc., dba Priority Dispatch Corp. Tanja H. Mims By: William H. Lloyd, Executive Vice President (date of execution: ) ED TSLLA <<CI;enl1O>> r.l 0-02 o 2002 POC, SLC, UT. USA. NI righ15 reserved. Page 40 of 42 l.lgl CONFIDENT7AL ... EXHIBIT C AMENDED CLIENT LICENSE AGREEMENT ("CLA") FOR Medical/Police/Fire CARDS attached to and made part of and applicable to that certain LIMITED LICENSE AGREEMENT DATED 11/22/02 (the "Agreement," and/or the 'LLA") by and between RICHMOND COUNTY, AUGUSTA 911 COMMUNICATION CENTER("Contractor," and/or "you") and PRIORITY DISPATCH CORP. ("PDC," "Consultant," and/or "MPC") (please see attached) ED TSLLA .ClientlD" r.1 0-02 02002 POC, SLC, lIT, USA. All rights reserved. Page 41 of42 J.lgl CONFIDENTIAL . . .. AMENDMENT TO TRAINING VERSION OF PDS CLIENT LICENSE AGREEMENT ("TeLA") Amended Hereby To Allow Contractor's Limited Use FOR DEMONSTRATION & INSTRUCTIONAL PURPOSES ONLY under the Agreement 1. The attached TCLA(s), as amended hereby and in the agreement of which this Exhibit C is part (the "Agreement"), specify the terms and conditions of Contractor's limited licensed rights to use PDC's Priority Dispatch Systems ("PDS") for demonstration and instructional purposes only, and (unless PDC's prior written consent is obtained for each exception) only in connection with Contractor's Emergency Dispatch ("ED") Certification Training Courses offered and presented pursuant to the Agreement. 2. Inasmuch as the purpose of the Agreement is limited to ED training and instructional purposes only (and not for any actual Emergency Dispatching whatsoever), the Training License granted in the Agreement and in the TCLA is strictly limited to such demonstration and instructional usage of said PDS in connection with Contractor's ED Certification Courses offered and presented under the Agreement. No actual, on-line Emergency Dispatching use of the PDS is permitted under this limited Training License, and the provisions of the accompanying printed TCLA forms are hereby amended in every applicable way to accomplish this strict limitation on the use of such training PDS. 3. Consequently, no representations or warranties and/or liabilities are appropriate as to the PDS covered by this TCLA for such strictly limited use, and PDC makes none. Nor shall PDC bear any liability whatsoever for Contractor's training use of the PDS under this Agreement. The provisions of the accompanying printed TCLA form is hereby amended in every applicable way to remove and nullify any PDC representations, warranties and/or liabilities contained therein. 4. Any inconsistency between the accompanying printed TCLA form and this Amendment or the Agreement will be resolved in favor of the Agreement and this Amendment. 5. The parties' signatures on the Agreement constitute execution of this amendment and of the attached TCLA, which may - but need not - be separately executed, to be in full force and effect (as amended), following the parties' execution of the Agreement. 6. The accompanying printed TCLA form is amended as provided above, but no further. In witness of their understanding of, and agreement to be bound by the above-specified provisions of this Agreement, duly authorized representatives of the Parties have set their signatures hereto as of the date at the top of the first page of this Agreement ED TSLLA "ClientlD" r.lO-02 C 2002 POC, SLC, trr, USA. All rights reselVed. Contractor: Richmond County, Augusta 911 Communication Center ~;,: 1td:t~6 Page 42 of 42 1.lgl CONFIDENT/AL