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HomeMy WebLinkAboutJack Henry & Associates, Inc. Professional Services Agreement - 2008 10 22-^ City of Winter Springs PROFESSIONAL SERVICES AGREEMENT (Automated Payment Processing and Electronic Deposit System) THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into this 3rd day of October, 2008, by and between JACK HENRY & ASSOCIATES, INC., acting through its ProfitStars Division, a Delaware corporation ("Contractor"), whose principal mailing address is 663 West Highway 60, P.O. Box 807, Monett, Missouri 65708, and the CITY OF WINTER SPRINGS, a Florida municipal corporation, ("City"), whose principal mailing address is 1126 East State Road 434, Winter Springs, Florida, 32708. WITNESSETH: WHEREAS, the City desires to purchase from Contractor an automated payment processing and electronic deposit system; and WHEREAS, the City's purchase would include Contractor's provision of its software products and services and related installation of the system and training City employees to operate the system; and WHEREAS, the City and Contractor desire to memorialize the terms and conditions of the services to be provided as set forth in this Agreement; and IN CONSIDERATION of the mutual covenants and provisions hereof, and other good and valuable consideration, the receipt and sufficiency all of which is hereby acknowledged, the parties desiring to be legally bound do hereby agree as follows: 1.0 Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by this reference. 2.0 Definitions. For purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. Agreement shall mean tlus Professional Services Agreement, as may be modified, which shall constitute authorization for the Contractor to provide the Services stated herein to the City. City means the City of Winter Springs, Florida, a Florida municipal corporation. Contractor shall mean Jack Henry & Associates, Inc., acting through its ProfitStars Division, a Delaware corporation, and its agents, employees and contractors thereof. PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page 1 ~5' Effective date shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. Pa~blic Record is as described in section 119.011(11), Florida Statutes. Services shall mean the performance of the Services outlined in Section 5.0 of this Agreement. Solution shall mean Contractor's RemitPlus Suite Licensed Software products and services identified in "Exhibit B" of this Agreement. 3.0 En~aQement. The City hereby engages the Contractor and the Contractor agrees to deliver the Solution and perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any party hereto unless incorporated in this Agreement. 4.0 Term; Termination. 4.1 Terra. This Agreement shall become effective upon execution by both parties hereto and shall remain in effect until Contractor completes the Services outlined herein in Section ~.0 to the satisfaction of the City. 4.2 Termination. 4.2.1 For convenience. The City, in whole or in part, may terminate the performance of the Services under this Agreement whenever the City determines that termination is in the City's best interest. Any such termination shall be effected by the delivery to the Contractor of a written notice of termination at least fifteen (15) days prior to the date of termination. The City shall pay all reasonable costs incurred by Contractor up to the date of termination. Contractor will not be reimbursed for any anticipator} profits that have not been earned to the date of termination. 4.22 For cause. If either party fails to fulfill its obligations under this Agreement properly and on time, or otherwise violates any provision of this Agreement and fails to correct the breach within thirty (30) days following receipt of written notice of such breach from the other party, the other party may terminate this Agreement by written notice to the breaching party. The notice shall specify the acts or omissions relied upon as cause for termination. If this Agreement is terminated due to Contractor's breach, all finished or unfinished work provided by Contractor shall, at the City's option, become the City's property. The City shall pay Contractor fair and equitable compensation for satisfactory performance prior to receipt of Notice of Termination less the amount of damages caused by Contractor's breach. If the PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page 2 damages are more than the compensation payable to Contractor, Contractor will remain liable after termination and the City may affirmatively collect damages. 5.0 Scope of Services. Contractor agrees to provide the Services outlined in the "Scope of Work" letter dated September 4, ?008, attached hereto as "Exhibit A," and fully incorporated herein by this reference. 6.0 Compensation. 6.1 For the performance and full completion of the Services specified herein, City agrees to pay Contractor a sum not to exceed Eleven Thousand Seven Hundred Eighty Dollars and no/100 ($11,780.00), inclusive of all reasonable and necessary direct expenses as described in "Composite Exhibit B," attached hereto and fully incorporated herein by this reference. There shall be no other compensation due Contractor for the Services provided under this Agreement, unless specifically agreed to by the City and Contractor in writing, pursuant to Section 17 of this Agreement. Consultant agrees that following Consultant's installation of the software and training of the City's employees consistent with the Scope of Work, it shall submit an invoice to the City with documentation substantiating the work performed and invoiced . Upon acceptance by the City of a proper invoice, the City shall make payment within thirty (30) days of said acceptance. 6.2 City acknowledges and agrees that the compensation set forth in subsection 6.1 to be paid to Contractor includes the Solution software license fees and services subscription fee due for one (1) year covering the software products and services and the license configurations identified in "Exhibit C," attached hereto and incorporated herein by this reference, and that subsequent Solution software license fees and services subscription fees will be assessed on an annual basis. Contractor agrees to invoice the City for the subsequent Solution fees on an annual basis. Upon receipt by the City of a proper invoice, the City shall make payment within thirty (30) days of said receipt. 7.0 Professionalism. Contractor shall perform all Services required by this Agreement in a manner and with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 8.0 Warranty of Professional Services. The Contractor hereby warrants unto the City that it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct the Services, using its skill and attention and shall enforce strict discipline and good order among its employees and agents. The Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on performance of the Services. The Contractor shall PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfttStars Page 3 pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. 9.0 Services is a Private Undertaking. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and Contractor is such that the Contractor is an independent contractor and is neither an agent nor employee ofthe City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Contractor, on the other hand, during or after the performance of the Services under this Agreement. 10.0 Protection of Persons and Property: Insurance. 10.1 Coverage requirements. Upon the Effective Date of this Agreement, Contractor shall provide proof of the following: 10.1.1 YVorkel•'s compensation ir~sza•ance in accordance with the applicable provisions of Florida law. 10.1.2 Contractaral liability insirr•ance with a combined single limit of $2,000,000 for each occurrence and $2,000,000 in the aggregate. 10.1.3 Commercial general liability inszu•ance with a combined single limit of $2,000,000 for each occurrence and $2,000,000 in the aggregate. 101.4 Automobile liability insurance in an amount not less than $1,000,000 for injuries to any one (1) person, $1,000,000 on account of any one (1) accident, and in an amount of not less than $1,000,0000 for property damages. 10.1.E Employer's liability in an amount adequate to cover related assets. 10.2 General requirements. Contractor is solely responsible for procuring and maintaining the insurance coverage required by this Section at its own expense and with insurance companies authorized to do business in the State of Florida and as long as reasonably available in the standard marketplace. The insurance coverage required by this Section shall include the liability and coverage provided herein, or as required by law, whatever requirements afford greater coverage. All of the policies of insurance so required to be purchased and maintained for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled until at least thirty (30) days prior written notice has been given to the City and the Contractor by mail. All such insurance shall remain in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies as "additional insured," PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page except with regard to the professional liability coverage. The Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. For all claims that arise in connection with this contract, Contractor will pay any insurance deductible for such claim. For all Services performed pursuant to this Agreement, Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this Section. In the event Contractor fails to maintain said insurance, City, at its option, may elect to terminate this Agreement without penalty by written notice to Contractor. 11.0 Indemnification and Hold Harmless. For all Services performed pursuant to this Agreement, Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the City and its employee, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death) or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, resulting from Contractor's performance of any Services provided pursuant to this Agreement. 12.0 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be Orlando, Florida. 13.0 Contractor's Representative. The Contractor shall designate an individual to act as a representative for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the Contractor's contract administrator. The Contractor may, from time to time, designate other individuals or delete individuals with the authority to act for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 14.0 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. Except as provided below, all notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: PROFES51ONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page ~ To City: Michelle Greco, Finance Director City of Winter Springs 1126 East S.R. 434 Winter Springs, FL 32708 (407)327-5970(Phone) w/copy to: Anthony A. Garganese, City Attorney Brown, Garganese, Weiss, & D'Agresta, P.A. P.O. Box 2873 Orlando, FL 32802-2873 (407) 425-9566 (Phone) (407) 425-9596 (Fax) To Contractor: Bob Durrin, Regional Sales Manager Jack Henry & Associates, Inc. 1025 Central Expressway South Allen, TX 75013 (972) 649-2505 (Phone) (972) 239-0844 (Fax) With a copy to: Jack Henry & Associates, Inc. 663 West Highway 60 Monett, MO 65708 Attention: Legal Department Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Notices relating to breach or termination of this Agreement shall be delivered solely by US Postal Service certified mail, return receipt requested, or by express mail courier (e.g. Federal Express), with proof of delivery retained. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 15.0 Public Record. It is hereby specifically agreed that any record, document, computerized, information and program, audio or video tape, photograph, or other writing of the Contractor related, directly or indirectly, to this Agreement and the Services provided hereunder, may be deemed to be a PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page 6 Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of the Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 16.0 Interpretation. Both the City and the Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 17.0 Modification of Agreement. This Agreement shall not be modified or amended except by written agreement duly executed by both parties hereto (or their successors or assigns) and approved by the City. 18.0 Severability. If a word, sentence, phrase, clause or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, phrase, clause or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, please, clause or paragraph did not exist. 19.0 Additional Assurances. The Contractor certifies that: 19.1 No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any Services required by this Agreement by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; 19.2 No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and 19.3 No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 20.0 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. PROFESSIONAL SERVICES AGREEMENT City of Winter Springs / ProfitStars Page 7 21.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, orAgreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 22.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 23.0 Assignment. Neither party hereto may assign, convey, or otherwise transfer any of its rights, obligations or interest herein without the prior written consent of the other party. 24.0 Supplemental Terms and Conditions. The ProfitStars Standard Terms and Conditions attached to this Agreement as Exhibit C shall apply to the Contractor's software products licensed and services acquired by the City and associated maintenance support of the software and services provided by the Contractor to the City in consideration of the annual fee paid by the City to the Contractor. In the event of any conflict between the provisions of this Agreement and the provisions of "Exhibit C," the provisions of this Agreement shall govern and control. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. Contractor: JACK HENRY & ASSOCIATES, INC. ProfitStars Division By: Print N Title PROFESSIONAL SERVICES AGREEMENT City of Winter Springs /ProfitStars Page 8 C~ ~ 4 ~-F r-a`~ 5 Y IQ 1~.~/ ProFitStars SLA-Govt StdTC--US rev 1008 city: CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation. n By: /rte ~~ ~ ~,-~ ~ ~;:,~=~ Ronald McLemore, City Manager ~~ September 4, 2008 City of Winter Springs Attn: Michelle Greco 1126 East SR 434 Winter Springs, FL 32708 Re: Scope of Work Dear Michelle: Thank you so much for your interest in our RemitPlus remittance products. It has been brought to my attention that we need to outline a basic scope of work to accompany the pricing quote given to you by our city utility representative, Robert Durrin. ProfitStars, a division of Jack Henry & Associates, with more than 3800 employees and working with more than 8800 customers, does have a standard contract we use with our non-government companies. It has been our experience, especially in the last three years that all governments prefer to use their own contracts or make many changes to ours. That being said, we now have a policy of either taking yours that is approved by your legal department, or not issuing contracts for governments at all. Since we require no money down, are a publicly traded, audited by the FDIC company with hundreds and hundreds of government contracts, we no longer require governments to sign our contract, just our standard quote. That being said, I am going to outline a Scope of Work to be added to our standard quote that has been presented to you: • Within a week of the signing of the quote, one of our 10 installers will be assigned to your installation and will make contact with your department to send you out a seven page pre-install questionnaire. That questionnaire will ask for samples of your remittance, details on your bank, and volume fluctuations among other things. • Within two weeks receiving that information a job will be built by the installer, test files will be sent to your bank and account system, and an installation date will be set that you agree with. All of this is done with your approval from the actual installer assigned to your case. • A week before installation a scanner will be shipped to your location, if on quote. • An installer will come to your location for a Z-3 day installation, setup the hardware and software, train your staff on how to run your processing the most efficiently (if onsite installation is elected on quote). • We have more than 7 support personnel that answer the 800 number from 7a to 7p CST, M-F observing bank holiday with maximum response time of less than four hours. • We offer 100% money back guarantee should there be any problems what so ever, and depot service on the scanners if purchased from us. Please feel free to call or email me as we look forward to serving and support you. If necessary we can issue a standard contract, we are trying to help our government customer not have to work them through their own legal department. Sincerely, Fred Campos Jr. National Remittance Sales Manager 972-239-4486x561377 fcam q osCa~ profs tsta rs. co m [Type text] ~V" 1V E1 P P. O F I T S T .~ R S C O ~1 EXHIBIT a r~ _ _ _ - ~ ..nc.~ !.-,.n ra:a Pater RemitPlus Product Suite Date: 8/18//2008 City of Winter Springs Michelle Greco 1126 E S.R. 434 Winter Springs, FL 32708 ship to City of Winter Springs Michelle Greco 1126 E S.R. 434 Winter Springs, FL 32708 Prepared By: Bob Durrin Regional Sales Manager 1025 Central Expressway South Allen, TX 75013 bdurrin@profitstars. com (972) 239-4486 Investment Summary Total Total Software $7,480.00 Total Installation and Training $2 22D.00 Totai Hardware 0.00 Image Investment $9,700.00 Annual Software Fees $2,080.00 Total Investment 11 780.00 A roved B : Date: Note: Please sign, date and fax back fo 977-Z39 1511 fo begin the order process. City of Winter Springs Schedule A -Detail Pricing RemitPlus Suite Licensed Software: ,Qty Unit Total RemitPlus -Gov Up to 100,000 items/yr. 1 $5,560.D0 $5,560.00 CAR/LAR -Character Recognition Module 1 $1,120.00 $1,120.00 Form Xtra -Regular Up to 10,000 items/yr. 0 $400.00 $D.00 Multi-User Upgrade 0 $800.00 $0.00 Additional Jobs 0 $2,500.00 $0.00 Lock Box Executive Edition 0 $10,000.00 $0.00 Electronic Deposit 1 $800.00 $800.00 SgnForm 0 $0.00 $0.00 Convene Checks 0 $400.00 $0.00 Convene Forms 0 $1.80 per 1000 $0.00 Otherl 0 $0.00 $0.00 Other2 0 $0.00 30 00 Total Software Terms: Software billed after install $7,480.00 Installation and Training RemitPlus Installation and Training 1 $720.00 $720.00 Estimated Travel (Not to Exceed) 1 $1 500 00 $1 500 00 Total Installation and Training Terms: Installation billed after install $2,22D.00 Note: Additional (ravel and lodging expenses billed to customer at actual cost added to the above Gom Iete RemitPlus Suite investment $9,700 00 Annual Software License and Maintenance Fees RemitPlus Annual Fee 1 $1,120.00 $1,120.00 CAR/LAR -Annual Fee 1 $800.00 $800.00 Form Xtra -Annual Fee 0 $200.00 $0.00 Multi-User Upgrade -Annual Fee D $160.00 $0.00 Additional Jobs -Annual Fee 0 $500.00 $0.00 Lock Box Executive Edition -Annual Fee 0 $2,000.00 $0.00 Electronic Deposit -Annual Fee 1 $160.00 $160.00 Convene Checks -Annual Fee 0 $400.00 $0.00 Convene Forms -Annual Fee 0 $1.80 per 1000 $0.00 Otheri -Annual Fee (if applicable) 0 $D.00 $0.00 Other2 -Annual Fee (if applicable) 0 $0 00 $0 00 Total Annual Software License Fees Terms: Annual Fee due after install, and annually $2,080.00 Annual Software License Cost $2,080 00 page 2 preparetl on 8I26f2008 This proposal is prophetary and contfdenbal inlormaGon provided by PmftStars and intended eapusively torMe bank named aDOm. EXHIBIT C Profit ProfitStars Standard Terms and Conditions jGovernment Customers) DEFINITIONS 1.1 "Customer" means the government customer identified in the Customer Agreement. releases issued by ]HA to correct Errors reported in the Software programs or Services as part of standard Maintenance. Once installed by Customer, Updates become an integrated part of the Software or Services, as applicable. 1.2 "Customer Agreement" means the procurement agreement or purchase order document issued by Customer to JHA for the acquisition of Licenses and/or Services and associated Maintenance and Professionai Services from JHA, including any written modification or addenda to the Customer Agreement which references the Customer Agreement and is executed by both parties. 1.3 "Documentation" means all installation, operating instruction and end user manuals, in hard copy or electronic form, provided by JHA with the Software programs to support the use and operation of the Software programs. 1.4 "Enhancements" mean new Software program or Services features or functions provided by ]HA to Customer and other JHA customers as part of Maintenance which are not licensed or sold by JHA separately for an additional Software license or Services subscription fee payable by Its customers generally. Once installed by Customer, Enhancements become an integrated part of the Software or Services, as applicable. 1.5 "Error" means any material defect or malfunction of a Software product or Services that causes the Software or Services not to operate in accordance with the Documentation. 1.6 "JHA" means Jack Henry & Associates, Inc, and/or its subsidiary companies who have executed the Customer Agreement and provide the Solution, Maintenance and Professional Services to Customer under the Customer Agreement 1.7 "Maintenance" means the standard Software maintenance support deliverables provided by ]HA to Customer as further specified in these Standard Terms and Conditions. 1.6 "Professional Services" means any Software installation, conversion, customization, consulting, training or other services performed by JHA to assist in Customer's implementation of the Software. 1.9 "Services" means any solution-based service offering other than Professional Services which is identified in the Customer Agreement and is owned by )HA. 1.10 "Software" means the ]HA software programs identified in the Customer Agreement; Documentation accompanying the software programs; and all Enhancements, Updates, Upgrades, customizations, modifications of the software programs and Documentation. 1.11 "Solution" means any combination of Software, Third Party Software, Services, and Third Party Services which are provided by )HA to Customer under the Customer Agreement. 1.12 "Third Party Services" shall mean any service offering which is identified as a Third Party Services offering in the Customer Agreement and is owned by a party other than )HA. 1.13 "Third Party Software" means any software program and accompanying documentation that is identified as a Third Party Software product in the Customer Agreement and is owned and licensed by a party other than )HA. 1.14 "Updates" means periodic program fixes, patches and 1.15 "Upgrades" means new versions of the Software or Services issued by ]HA which include major new features and functionality for which ]HA requires the payment of a separate Software license or Services subscription fee from its customers generally. SCOPE OF AGREEMENT 2.1 These Standard Terms and Conditions pertain to Software licensed and Services acquired by Customer from JHA and associated Maintenance and Professional Services that may be acquired by Customer from ]HA with respect to installation and implementation of the Software and Services. Each License or Services transaction will be identified in the Customer Agreement with which these Standard Terms and Conditions are incorporated. 2.2 With respect to Third Parry Software licensed or Third Party Services acquired by Customer from JHA, the third party owner's software license agreement or services agreement accompanying the Third Party Software or Third Party Services will govern Customer's use. For a particular Software or Services offering, a supplemental exhibit or addendum document may be included with the Customer Agreement or these Standard Terms and Conditions that provides supplemental terms and conditions applicable specifically to that Third Party Software or Third Party Services offering. 2.3 JHA may offer for sale to Customer certain third party hardware for Customer's use with the Software or Services. All hardware and any related installation services provided by JHA to Customer shall be documented in accordance with a separate Customer Agreement relating specifically to hardware which is executed between the parties. 3. FEES 3.1 Customer shall pay to ]HA the fees and expenses identifed in the Customer Agreement for the Solution, Maintenance and Professional Services delivered by ]HA to Customer which conform to the Customer Agreement. 3.2 Customer shall promptly reimburse ]HA for all actual, reasonable out-of-pocket expenses incurred by ]HA's personnel traveling to and from Customer's site to perform Professionai Services. If the Customer Agreement Indicates anot-to-exceed amount for these reimbursable expenses, ]HA will limit Its billing of its reimbursable expenses to the agreed limit. JHA will incur these expenses in accordance with ]HA's corporate travel policies and procedures and will invoice these expenses to Customer on a monthly basis as incurred. With its invoices, )HA will provide documentation of all reimbursable travel expenses charged to Customer. 3.3 The parties recognize that Customer is a government entity and as a result JHA will not invoice Customer for sales or use taxes pertaining to the transactions identified in the Customer Agreement on the basis of Customer's status as atax-exempt entity. If however Customer is not exempt from the obligation [o pay such taxes for the items or services provided by ]HA to Customer under the Customer Agreement, ]HA will invoice Customer and Customer shall be solely responsible to pay all such taxes imposed by another government entity on the transactions completed under the Customer Agreement, except for taxes based ProfirStars 5[.A-Govt 5[d7C--US rev 1008 on JHA's revenue or income. GRANT OF LICENSES AND RIGHTS 4.1 Software Licenses. In consideration of Customer's payment of the Software license fees identified in the Customer Agreement, ]HA grants to Customer anon-transferable (except as authorized herein) and non-exclusive license to install the Software internally and access and use the Software solely for its internal operations, in accordance with the scope, configuration and quantity of the Software licenses identified in the Customer Agreement and pursuant to these Standard Terms and Conditions. For Software designated as server-based Software, Customer shall be entitled to install, access and use the Software programs on a single server computer located at Customer's site listed in the Customer Agreement. Customer may transfer the Installation of the Software programs to another server at Customer's site by giving JHA prior written notice and the full installation details of the new Customer site of the installation. For Software designated as being workstation-based Software, Customer may install the Software programs on the number of Customer-owned client workstations and access the Software programs up to the maximum limit of the authorized users shown in the Customer Agreement for the workstation licenses purchased by Customer. If the Software license has an annual license term, the annual Software license fee includes standard Maintenance provided by JHA for the Software products. 4.2 U.5 Government Rights. If Customer is a U.S. government entity, the Software products and/or Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is sub)ect to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. 4.3 ~ Software License Term: (a) License Term Commencement: For all Software licensed under the Customer Agreement, the term of the Software license granted to Customer shall be for the period specified in the Customer Agreement, commencing on the following date as applicable (the "Commencement Date"): (1) if Customer has contracted with JHA to install the Software at Customer's location, then the effective date of the initial annual license shall be the date that the Software has been installed and tested by ]HA and is first made available to Customer for use in Its production environment. (2) if Customer has not contracted with JHA to install the Software at Customer's location, then the effective date of this initial license of the Software shall be the date of ]HA's delivery of the Software to Customer. If no Software license term is specified in the Customer Agreement, then the license term period for the Software shall be deemed to be an annual term. (b) Annual Term Licenses. For annual Software licenses, after completion of the initial annual term of the Software license, the Software license may be renewed by Customer for additional terms of one (1) year each as follows: (i) JHA will provide Customer with a quotation or invoice of the annual Software license fees due for the next following annual license period for the Software then licensed by Customer. ]HA shall provide this written quotation or invoice to Customer no later than sixty (60) days prior to the Software license renewal anniversary date. The annual Software license fee will not be increased by ]HA by more than ten percent (10%) over the preceding annual Software license fee for the same scope and confguration of the Software licenses, except as provided in Section 4.5 below. If JHA does not notify Customer of an increase in the annual Software license fees, Chen the renewal annual License fees shall be the same as the annual Software license fees paid by Customer for the annual period preceding the renewal annual period (2) Customer may contract for the annual Software license renewal by issuing a purchase order to ]HA prior to the next renewal anniversary date for the Software license, which indicates an annual Software license renewal for the Software products, or paying the invoice received from JHA for the renewal annual license term no later than the renewal anniversary date. Notwithstanding the foregoing, JHA may withdraw the availability of the annual term licenses of the Software products covered by the licenses, by giving Customer written notice of non-renewal of the licenses at least one hundred eighty (180) days prior to the next renewal anniversary date. (c) Prorated Initial Annual Renewal Term: After completion of the Flrst annual Software license term, JHA may elect to prorate the annual term so chat is will expire on the next following June 30 and each annual renewal term will commence on July 1 thereafter. In this instance, )HA will issue a partial year invoice to Customer covering this prorated annual term, and issue regular annual renewal term invoices to Customer thereafter. 4.4 Services Subscription Term: For Services acquired under the Customer Agreement, the subscription term of the Services granted to Customer shall be far the period specified in the Customer Agreement, commencing on [he date that the Services have been installed and tested by JHA and are first made available to Customer for use in its production environment (the "Commencement Date"). If no Services subscription term is specified in the Customer Agreement and the Services are being acquired by Customer for use with Software licensed under the Customer Agreement, then the Initial subscription term for the Services shall be coterminous with the term of the Software license- 4.5 Additional Software or Services fees will be due and payable by Customer to ]HA for using the Software or Services to process the data or requirements of entities other than Customer; for an Increase in the scope, configuration or quantity of its existing Software licenses or Services; or for licensing or acquiring additional Software products or Services. The Software and Services are licensed for use in Customer's production environment. If Customer wishes to utilize the Software or Services in its nonproduction environments, such as development, testing, or disaster recovery, additional Software license or Services fees may be charged by JHA for such use. 4.6 Except as authorized by law or in these Standard Terms and Conditions, the Software licensed or Services acquired by Customer may not be assigned, sublicensed, or otherwise transferred or copied in any manner by Customer to any other entity without the prior written consent of ]HA. The Software or Services may not be used by Customer in a timesharing, rental, ASP/hosted or service bureau environment to provide access to the Software or Services to a third party, without the prior written consent of JHA. Customer shall be authorized to make copies of the Software for its archival or back-up purposes only. Customer may print a reasonable number of hard copies of the online Documentation for the sole reference and use by individual users of the Software within Customer's organization. All authorized copies of the Software programs or Documentation made by Customer shall include all of the proprietary notices and legends included by JHA or its licensors on the original Software programs and Documentation. 4.7 Customer shall not disassemble, reverse engineer, decompile or perform any other action to determine the source code of the Solution unless such action Is authorized by applicable law, or create any derivative works from the Solution. Customer shall not remove or alter proprietary notices or legends placed by JHA or its licensors on any of the Solution or on other materials associated with the Solution. 4.8 If Customer wishes to provide access to any features or functions performed by the Software or Services to any third party provider in order to establish interoperability between ]HA's Software or Services and the third party's products or services, Customer will first require the third party provider to sign JHA's standard confidentiality agreement provided by JHA for this Profit5[ars SLA-Govt StdTC--US rev 1008 purpose, authorizing the third party provider's use of and access to the Software or Services. 4.9 Customer covenants and warrants to ]HA that ail third parties granted access to or use of the Software or Services by Customer shall abide by and be bound to comply with the provisions of the Customer Agreement and these Standard Terms and Conditions as though they were the Customer. Customer accepts full responsibility and liability to JHA for any breach of the Customer Agreement or these Standard Terms and Conditions committed by the third party who is granted access to the Software by Customer. A breach of the Customer Agreement or these Standard Terms and Conditions committed by a third party granted access to the Software by Customer shalt be deemed to be a breach committed by Customer. ]HA and its licensors shall be deemed to be intended third party benefciaries of any written agreement between Customer and a third party to whom Customer has granted access to the Software or Services, to enable ]HA and its licensors at their election to enforce the terms of the Customer Agreement or these Standard Terms and Conditions and protect their rights to the Software and Services directly against the third party. 4.10 For any Third Party Software or Third Party Services identified in the Customer Agreement, the licenses and rights granted to Customer for use of the Third Party Software or Third Party Services will be specified in and governed by one of the following: (a) Supplemental terms and conditions appended to the Customer Agreement or these Standard Terms and Conditions which apply solely to the Third Party Software or Third Party Services involved; or (b) a separate software license agreement or services agreement provided by the owner of the Third Party Software or Third Party Services which the owner requires to be signed or acknowledged by Customer prior to being granted access to the Third Parry Software or Third Party Services. Each owner of Third Party Software or Third Party Services shall be deemed to be a third party beneficiary of the Customer Agreement and these Standard Terms and Conditions, for the purpose of enforcing its rights and protecting its proprietary interests in and to the Third Party Software or Third Party Services, as applicable. JHA makes no separate grant of licenses or rights or extends any product or services warranties, indemnities and liabilities for Third Party Software or Third Party Services to Customer. Any warranties or Indemnities provided by the owner of the Third Party Software or Third Party Services in its standard software end-user license agreement or services agreement shall exclusively apply to the product or services. To the extent authorized by the owner of the Third Party Software or Third Party Services, JHA shall pass through to Customer for Customer's benefit all end-user software warranties and indemnities that the owner of the Third Party Software or Third Party Services provides directly to JHA. 4.11 Not more than once each calendar year during the term of the Customer Agreement, ]HA or its audit representatives may at JHA's expense conduct an audit at Customer's site upon at least fifteen (15) days prior written notice to verify that Customer's use of the Solution conforms to the terms of the Customer Agreement and these Standard Terms and Conditions. If an audit uncovers wrongful use or copying of the Solution by Customer, Customer shall pay to JHA the then-current fees due for the additional copying and usage of the Software or Services. Further, if the additional fees associated with Customer's wrongful copying or usage of the Solution exceeds 120% of the fees paid by Customer for its licensed Solution installation, Customer shall reimburse JHA for its reasonable costs of performing the audit. WARRANTIES 5.1 ]HA warrants to Customer that: (a) for a period of ninety (90) days following ]HA's Initial delivery of the Software or Services to Customer (the "Warranty Period"), the unmodified Software programs or Services will operate in accordance with the Documentation in effect at the time of delivery. If Customer has contracted for ]HA to perform the Software or Services installation, the Warranty Period will commence on the date that the Software or Services have been installed and tested by ]HA and first made available to Customer for use in its product(on environment. Under this warranty, ]HA will apply commercially reasonable efforts to correct Errors in the Software or Services reported by Customer during the Warranty Period at no extra charge to Customer. If ]HA does not correct the Errors reported by Customer within thirty (30) days following the expiration of the Warranty Period, Customer may terminate this Agreement and receive a full refund of all fees paid by Customer to JHA for the affected Solution components under this Agreement. Errors reported by Customer after expiration of the Warranty Period will be addressed by JHA solely In accordance with the provisions of Section 6 (Maintenance) below. JHA does not warrant that the Solution is Error-free or will operate in an uninterrupted manner. (b) The Software and Services shall be provided by ]HA free and clear of all Ilens and encumbrances. ]HA further warrants that i[ has full power and authority to license and provide the Solution to Customer without the consent of any other person, or in the event such consent is required JHA has obtained all required consents. (c) ]HA will utilize commercially available virus protection software in order to ensure that the Software and Services will be free from known viruses, bombs and other destructive elements which negatively affect Customer's use and operation of the Software and Services. (d) Maintenance of the Software and Services will be provided to Customer in a timely and professional manner consistent with technology Industry standards for maintenance support of commercial software products and services comparable to the Software licensed and Services acquired by Customer under the Customer Agreement. (e) The Professional Services provided by JHA to Customer under the Customer Agreement will be performed in a timely and professional manner consistent with technology industry standards and in accordance with the requirements and specifications identified in the Customer Agreement or a separate Statement of Work or services order executed between the parties (whichever is applicable). 5.2 THE WARRANTIES STATED IN THIS SECTION 5 ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JHA MAKES NO WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE ERROR FEE OR WILL OPERATE IN AN UNINTERRUPTED MANNER. MAINTENANCE 6.1 During the term of the Customer Agreement, in consideration of Customer's payment of the annual license or maintenance support fees For the Software and/or the Services subscription Fees, JHA will provide Customer with the following standard Maintenance for the Software and Services: (a) Updates and Enhancements of the Software or Services which are provided by )HA to other then-current maintenance support customers of the Software or Services. (c) Customer support help-desk, for the reporting, handling and resolution of Software product errors discovered by Customer. lHA's standard customer support help desk hours are 8:30 am through 5:30 pm, Central US time zone, Monday through Friday, excluding standard US holidays published by the Federal Reserve System. (d) Correction of Errors which prevent normal operation and use of the Software or Services, including the delivery of program error fix releases or PTF'S. 6.2 Customer, at its expense, will provide JHA with remote VPN communication access (or comparable remote access technology) Co its server on which the Software or Services have been installed to enable JHA to perform remote diagnosis and troubleshooting activities relating to the reported Error. If remote ProfitStars Sl1~-Govt StdTC--US rev 1008 dial up access is provided, Customer shall initiate the call for the remote support session. JHA shall comply with all 1T system access and security policies and procedures communicated by Customer regarding authorized access to its Cf systems. 6.3 JHA's provision of standard Maintenance shall apply only to the then-current release of the Software or Services and the immediately preceding release of the Software or Services. Support, if any, offered by ]HA for older releases of the Software or Services shall be provided under a separate professional services order. 6.4 JHA will not perform Maintenance for any problems caused or contributed to by the following: (a) a Software program or service which was not originally provided by JHA, or (b) an unauthorized alteration or revision to the Software or Services, or (c) Errors that were previously corrected by JHA and delivered to Customer in an update release of the Software or Services which has not been installed by Customer, or (d) any problems with data on tape, disk or diskettes which have been caused by defects by hardware manufacturers programming, or (e) failure of Customer to load hardware manufacturers operational/system software new Releases and/or Program Temporary Fixes (PTFs), or (f) Errors or problems which are [he result of improper operator handling or use. (g) As part of its provision of standard Maintenance, ]HA will not provide retrofitting, reintegration, and recoding of any customization(s) which have been made to the Software or Services in order for [he customizations to work with any then-current release version of the Software or Services. Any Professional Services to perform those activities which are agreed between ]HA and Customer shall be documented in the Customer Agreement or a Statement of Work or services order executed between JHA and Customer which includes the project details, scope of services deliverables, and services fees applicable to the Professional Services. OWNERSHIP 7.1 All Software and Services and other intellectual property provided by JHA to Customer shall be and remain the exclusive property of JHA and its licensors, subject Co the licenses and rights granted to the Customer as defined in the Customer Agreement and these Standard Terms and Conditions. Customer acknowledges that the Software and Services incorporates trade secrets of ]HA and its licensors, and as such is protected by civil and criminal law, is very valuable to JHA and its licensors, and that use of and access to the Software and Services must be carefully and continuously controlled. All Software provided by JHA to Customer under the Customer Agreement is licensed and not sold. 7.2 All software programs, data, technology and any other intellectual property owned by Customer and its licensors and provided or made accessible to ]HA under this Agreement shall be and remain the exclusive property of Customer and its licensors. 8. CONFIDENTIAL INFORMATION 8.1 All Information communicated by one party to the other party regardless of whether marked as conFldential or not, including the terms and conditions of this Agreement ("ConFldential Information"), whether before the effective date or during the term of this Agreement, shall be received in strict confidence and shall be used only for the purposes of this Agreement. ConFldential Information shall not be disclosed by the recipient party, its agents or employees without prior written consent of the disclosing party. Each party agrees to take all reasonable precautions to prevent the disclosure to third parties of such information, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of ]HA or Customer, as the case may be. The receiving party shall apply the same standard of care with respect to the disclosing party's ConFdential Information that it applies to Its own Confidential Information of like nature and importance, but in no event with less than a reasonable standard of care. If Third Party Software or Third Party Services are specified in the Customer Agreement, then ]HA shall be authorized to disclose the terms and conditions of the Customer Agreement to the owner of the Third Party Software or Third Party Services to fulfill its contract reporting obligations [o the third party owner. 8.2 The receiving party shall be under no obligation with respect to Confidential Information which (a) was in the public domain prior to the receipt of the information by the receiving party, or subsequently becomes part of the public domain by publication or otherwise, except disclosure by or the wrongful act of the receiving party, its owners, officers, directors, employees, agents or representatives; (b) was in the lawful possession of the receiving party prior to its receipt from the disclosing party and was not acquired by the receiving party directly or indirectly from the disclosing party or any of disclosing party's Customers, and the sources of such information had not obtained the information wrongfully and had no obligations of confidentiality or secrecy with respect thereto; (c) was Independently developed by the receiving party without access to the Confidential Information; (d) is provided by the disclosing party to another person or party without being subject to an obligation of confidentiality by the other person or party with respect to the information; or (e) is disclosed by the receiving party pursuant to a government or court order requiring such disclosure, provided that the receiving party has first notified the disclosing party of its receipt of the government or court order to disclose the disclosing party's Confidential Information and has given the disclosing party an opportunity to seek a protective order limiting such disclosure without confidentiality obligations. The receiving party has the burden of proving that the Confidential Information was subject to one or more of the above listed exceptions. 8.3 All information and materials disclosed to Customer at ]HA's User Group conferences shall be treated as JHA's Confidential Information. Nothing in this Section shall 6e interpreted to preclude or impede Customer's participation in any User Group conference. DATA PRIVACY AND SECURITY 9.1 In accordance with data privacy laws and regulations applicable to this Agreement, which may include but not be limited to the Gramm-Leach-Bliley Act ("GLBA") and the Health Insurance Portability and Accountability Act ("HIPAA"), ]HA shall not disclose or permit access to or use of the non-public personal information of Customer or its consumers made available by Customer to ]HA for any purposes other than those specifically required to fulfill JHA's contractual obligations with Customer. JHA shall not sell the information regarding Customer's consumers for any reason. In connection with providing services to Customer, JHA shall take all commercially reasonable steps to ensure the privacy and security of Customer's and its consumers' information and protect against anticipated threats and hazards to the security of such information. JHA shall take all commercially reasonable steps to prevent unauthorized access to or use of such Information that could result in substantial harm or inconvenience to Customer or Its consumers. ]HA has implemented policies and procedures to ensure the proper disposal of consumer information in accordance with applicable Federal and State requirements. In the event any court or regulatory agency seeks to compel disclosure of the information, ]HA shall, if legally permissible, promptly notify Customer of the disclosure requirement and will cooperate so that Customer may at its expense seek to legally prevent this disclosure of the information. 9.2 JHA has separately published its data privacy and security compliance commitment to its customers, which corresponds at a minimum to the provisions of this Section 9 as of the effective date of this Agreement. To the extent that additional commitments by ]HA are reflected in future published versions of this policy, these additional commitments shall be incorporated as part of this ProfitStars SLA-Govt StdTC--US rev 1008 Agreement without further actions by the parties. In no event shall a future published data privacy and security compliance statement issued by JHA lessen or eliminate any of the commitments by ]HA stated in this Section 9. 9.3 If a breach of security results in an unauthorized intrusion into JHA's systems which directly and materially affects Customer or its consumers, ]HA will take appropriate measures to stop the intrusion; report on the intrusion to Customer within a reasonable time after discovery of the intrusion; subsequently report the corrective action taken by JHA in response to the intrusion; and provide reasonable assistance to Customer to support any mandatory disclosures about the intrusion by Customer to its consumers required by law. If JHA has notified law enforcement agencies about the Intrusion, JHA may delay Its notification of the intrusion to Customer until authorized to do so by the law enforcement agencies. 10. DELIVERY If Customer has not contracted with JHA to install the Software or Services at Customer's location, delivery of the Software or Services to Customer shall occur within thirty (30) days following (a) the execution of the Customer Agreement, with respect to the Software or Services initially licensed or acquired under the Customer Agreement, and (b) the execution of any follow-on addendum to the Customer Agreement, with respect to additional Software or Services licensed or acquired under the Customer Agreement. PROFESSIONAL SERVICES 11.1 Installation Services. If Customer has contracted for JHA to install the Solution at Customer's location, ]HA will Install the Solution at Customer's designated data processing center or JHA's data processing or hosted service data center (as applicable) so that the Solution w(II properly operate as specifed in the Customer Agreement. Prior to commencement of the project, JHA and Customer may enter into a separate Statement of Work document which describes the project details and the specifications and requirements applicable to JHA's professional services delivery. Customer shall be responsible for providing all hardware, other third party software, and internet/network/Infrastructure components necessary to install and operate the Solution in its production environment, which shall be installed by Customer and operational as of the scheduled commencement date of the Solution installation project. Customer will furnish data needed and requested by JHA, and will co-operate with and assist JHA personnel in the installation and testing of the Solution. 11.2 Training Services. If Customer has contracted for JHA to perform training of Customer's personnel in the use and operation of the Solution, JHA will perform the training at the site indicated in the Customer Agreement. The training session will be scheduled to occur on a mutually agreeable date. If the training is to be conducted at Customer's location, Customer will provide JHA with the necessary space, equipment and a suitable training environment in which to perform the training session. For the training fee quoted to Customer, up to twelve (12) of Customer's personnel may attend a single training session conducted at Customer's location. 12. INVOICING AND PAYMENT TERMS 12.1 Unless different payment terms are specified in the Customer Agreement, ]HA will invoice Customer for the Solution and Professional Services upon delivery, and Customer shall pay JHA for all amounts due under the Customer Agreement within thirty (30) days from the date of receipt of ]HA's correct and valid invoice. 12.2 To the extent such charges are permitted under applicable law, if Customer becomes delinquent in the timely payment of a correct and valid invoice received from JHA, Customer will become liable to pay JHA an additional amount equal to the lower of (a) 1.5% interest per month (18% annually) or (b) the highest interest rate chargeable by applicable law, to be charged until the delinquent amount has been fully paid. ]HA reserves the right to halt the delivery of any Solution, Maintenance or Professional Services if Customer becomes delinquent in the payment of any amounts due ]HA, except where such amounts are legitimately in dispute. 13. LIMITATION OF LIABILITY 13.1 Neither party shall be liable to the other party or to any other person, firm or company, for failure to fulfill its obligations hereunder due to the occurrence of an event beyond its reasonable control, including but not limited to acts of God, public disaster, fire, flood, riot, war, terrorism, labor strikes/disputes involving its suppliers, judicial orders/decrees, government laws/regulations, or interruptions of communications, transportation or electricity. 13.2 Any liability of JHA for any loss, damage, or cost hereunder shall be limited to actual direct damages Incurred by Customer, but in no event shall the aggregate of JHA's liability under the Customer Agreement exceed the cumulative amount of Software license fees, Services subscription fees and annual maintenance fees paid by Customer to ]HA under the Customer Agreement during the preceding three (3) year period, nor shall any amount of the liability include any Indirect, consequential, punitive or special damages incurred by Customer, to the extent that such limitation or exclusion of damages is permitted by applicable law. 14. TERMINATION 14.1 IF Customer or ]HA elects not to renew the license term of the Software or the subscription term of the Services as provided in Section 4.3 or 4.4 above, the Customer Agreement shall automatically terminate at the expiration of the then-current license or subscription term, without further notice required by either party. Services term, 14.2 Either party may terminate the Customer Agreement far cause by written notice to the other party, upon the occurrence of a breach of this Agreement which has not been cured by the other party following thirty (30) days prior written notice of such breach. If the breach is due to Customer's failure to pay a correct and valid invoice when due without legitimate dispute, this cure period shall be reduced to ten (10) days following receipt of notice of the delinquency from JHA. 14.3 Either party may terminate the Customer Agreement for cause upon written notice to the other party, in the event that the other party undergoes voluntary or Involuntary bankruptcy. 14.4 Within ten (10) business days following the effective date of termination of the Customer Agreement, Customer shall cease using the Software and Services, uninstall the Software and Services from all locations, and return the Software copies to )HA or destroy the Software copies and certify this destruction to JHA in writing by an official or senior manager of Customer. 15. GENERAL PROVISIONS 15.1 Any notice under the Customer Agreement shall be in writing and shall be deemed delivered when actually received, or five days after it is sent by United States Postal Service certified mail, return receipt requested, or by overnight express mail, with proof of delivery retained, when addressed to the other party at its address shown in the Customer Agreement, which may be changed by written notice. A copy of any written notice of breach or termination of the Customer Agreement given by Customer to JHA shall be delivered to the attention of JHA's Legal Department at the same address referenced above. 15.2 No action arising out of the Customer Agreement may be brought by Customer or ]HA more than two (2) years after the cause of action has accrued and the injured party has actual knowledge of the accrual. To the extent permitted by applicable law, the prevailing party in any litigation conducted in relation to the Customer Agreement shall be entitled to recover its reasonable attorneys fees from the other party. 15.3 The Customer Agreement and these Standard Terms and Conditions contain the entire agreement between the parties with respect to the transactions contained herein. The Customer ProfitStars SLA-Govt StdTC--US rev 1008 Agreement and these Standard Terms and Conditions shall be modified or altered only by a written instrument signed by authorized representatives of both parties. 15.4 The Customer Agreement shall be binding upon and inure to the benefit of the parties and their respective assigns and successors. 15.5 The Customer Agreement shall not be transferable or assignable by either party to a third party without the prior written consent by the nonassigning party. ]HA may assign the Customer Agreement in Its entirety to a successor entity which has acquired controlling ownership interest in )HA and is contractually bound to enjoy all of the rights and perform all of the liabilities and responsibilities of ]HA under the Customer Agreement. 15.6 The Customer Agreement and these Standard Terms and Conditions shall be governed by and construed in accordance with the laws of the home state of Customer, without reference to its conflict of laws provisions, and applicable U.S. federal laws and regulations. 15.7 The provisions of Sections S, 7, 8, 9, 12, 13, 14 and 15 shall survive the expiration or termination of [he Customer Agreement. 15.8 If any of the provisions of the Customer Agreement or these Standard Terms and Conditions are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. Such omission does not change the intent or binding nature of any or all of [he rest of the Customer Agreement or these Standard Terms and Conditions. 15.9 In the event of any conflict between a provision in these Standard Terms and Conditions and a provision of the Customer Agreement, the provision of the Customer Agreement will govern. <End of Standard Terms and Conditlons> ProFitStars SLA-Govt SrdTC--US rev 1008 October 17, 2008 Attn: Michelle Greco City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Dear Michelle: Enclosed for your records, please find your fully executed contract. We thank you for your continued business. If have any questions or require further assistance, please do not hesitate to contact your Sales Consultant. Sincerely, Racene King Admin Sales Support Rep ProfitStars- A Jack Henry Company Enclosure(s) ~.; `Profitstars A JACK HENRY C O M P A N Y W W W. M A N A G E F O R P E R F O R M A N C E C O M