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C"AMCS
<br />Software License and Services Agreement
<br />AMCS Business System
<br />THIS SOFTWAR AND SERVICES AGREEMENT (the "Agreement") Is made and entered
<br />rL
<br />Into as of this day of MX 10 h , 20ID(the "Effective Date"),
<br />by and between AMCS Group, Inc., a Pennsylvania corporation, with a principal business
<br />address of at 119 S. Fifth Street, Oxford, PA 19363 ("AMCS") and
<br />("CLIENT'),
<br />with a principal business address of
<br />This Agreement the Software Proposal and any Supplemental Schedule (the Software
<br />Proposal and any Supplemental Schedule are Incorporated herein by this reference) shall be
<br />construed as a single document and are part of a single transaction. For purposes of
<br />contractual interpretation only, In the event of a conflict between the terms and contlitions of
<br />the Software Proposal, Supplemental Schedule and this Agreement or any other agreement
<br />between AMCS and CLIENT, the terms and conditions of this Agreement shall control.
<br />PART I. DEFINITIONS
<br />"AgreemenC shall mean this Agreement together with each of the Supplemental Schedules
<br />and exhibits attached hereto or added by the parties after the date hereof.
<br />"Concurrent License" or "Concurrent Licenses" shall mean the right to use the Software
<br />by a maximum limited number of simultaneous users on Licensed Computers via an Internet
<br />or network based application delivery system. If applicable, the number of Concurrent
<br />Licenses purchased by CLIENT shall be set forth on the Software Proposal.
<br />"Confidential Information" shall mean any and all information, documentation, trade
<br />secrets or proprietary information exclusively owned or licensed to AMCS or CLIENT, and not
<br />and, licensed or transferred in any manner In whole or part to the other, but exchanged
<br />between AMCS and CLIENT for the purpose of enabling AMCS to install, modify, access and
<br />amend or otherwise enable use of the Software, Documentation and program concepts in
<br />accordance with the terms of this Agreement which Is not considered In the public domain.
<br />"Designated Locations" shall mean CLIENTS locations set forth In the Software Proposal
<br />where CLIENTS servers or other hardware containing the Software are located and other
<br />locations of CLIENT where CLIENT and its employees will use the Software by means of an
<br />Internet or network based application delivery system.
<br />"Documentation" shall mean all materials containing Information about the Software,
<br />Including, but not limited to, writings, drawings, graphs, charts, photographs, and other data
<br />compilations In any media whatever. _
<br />"Licensed Computer" shall mean the serves, computers or workstations on which the
<br />Software Is installed supported by AMCS and Identified In the Software Proposal at the
<br />locations described In that schedule and the computers and other work station on which the
<br />Client's employees or agents may simultaneously access the Software by means of an
<br />Internet or network based application or other delivery system.
<br />"Licensing Fees" shall mean the fees for the Software as set forth in the Software
<br />Proposal.
<br />"Seat" or "Seats" shall mean the right to simultaneously use the Software on a Licensed
<br />Computers based upon the number of licenses purchased by CLIENT.
<br />"Software" shall over: (Q the software products of AMCS identified In the Software
<br />Proposal; (II) the related documentation; (iii) the related Updates and Upgrades to such
<br />Software products and documentation; (rv) any and all modifications and Improvements of
<br />such software products, documentation, Updates and Upgrades, and (v) all copies of the
<br />foregoing.
<br />"Software Proposal" means proposal delivered to CLIENT by AMCS relating to Software
<br />dated
<br />"Subscription" shall mean the payment of the Software Fees on a monthly basis.
<br />"Supplemental Schedule(s)" shall have the meaning set forth in Section 24 of this
<br />Agreement.
<br />"Support Fees" shall mean the fees for the Software support as set forth in the Software
<br />Proposal.
<br />"Third Party Licensor" shall mean the Licensor of any of the Third Party Packages.
<br />"Third Party Packages" shall mean a third parry software product which AMCS has the
<br />right M distribute and license to clients of AMCS. Certain Software products developed by
<br />Third Parry Licensor and made available hereunder may be referred to herein or In the
<br />Software Proposal as "Third Parry Software".
<br />"Updates" shall mean error corrections and maintenance releases to the Software tom
<br />Ume to time developed and made available by AMCS In the ordinary course of business.
<br />"Upgrades" shall mean Software enhancements, from Ume to time, developed by AMCS
<br />that accomplish Incidental, structural, functional, and performance Improvements which do
<br />not expand or add to the functionality or functions of the Software, as the Software is
<br />designed and functions at the Execution Date.
<br />PART II. SOFTWARE
<br />1. Grant of License. In consideration of and subject to CLIENTS payment of the
<br />Software Fees and Support Fees, AMCS hereby grants to CLIENT subject to the terms and
<br />conditions herein, a limited, non-exclusive, non -transferable, non -Licensable and non -
<br />assignable, license to use the Software at the Designated Locations In conformance with the
<br />terms and conditions set forth herein (the "License). Use of the Software pursuant to this
<br />License shall be limited (9 In the use of the Software by the Licensed Computers or by
<br />means of an Internet or network based application delivery system at the Designated
<br />Locations and (II) so that the number of simultaneous users of the Software will not exceed
<br />the number of Seats acquired by CLIENT to use the Software or the number of Concurrent
<br />Licenses purchased by talent as set forth In the Software Proposal. Unless otherwise
<br />specifled In writing, CLIENT shall mn the Software only network operating systems and
<br />hardware that meet the requirements set forth on the "Help/About and "General Help"
<br />screens set forth on AMCS website. The continued validity of the Ucense and CLIENTS legal
<br />right to use the Software Is conditioned upon p) the payment of the Software Fees and
<br />Support Foes when due and the full and complete performance of any and all covenants and
<br />agreements contained herein; and (li) CLIENT'S adherence to all restrictions, limitations,
<br />conditions and obligations, express or Implied, in the separate end -user third party license
<br />agreements constituting any part of the Software. AMCS shall have the right (CLIENT shall
<br />grant access), either upon the Initial delivery of the Software or at any time during the term
<br />of this Agreement, to install copy protection mechanisms in the Software, or to deliver and
<br />Install, or require CLIENT to install, IAN metering or policing systems, or other software
<br />Items designed to limit CLIENTS copying and use of the Software in ways Inconsistent with
<br />this Agreement
<br />2. Restrictions.
<br />CLIENT may not sell, make any copies of the Software; reverse engineer, disassemble,
<br />decompile or network the Software; make any alterations to the Software or the
<br />Documentation or any parts thereof, including but not limited to sub -routines, functions,
<br />libraries or other binary code segments of the Software; or rent, sub -license, lease, ban,
<br />distribute, or grant other rights ta the Software or the Documentation to others. If CLIENT
<br />violates any of the restrictions, any warranty provided by AMCS under this Agreement shall,
<br />at the sole option of AMCS be immediately void and shall no force or effect. Upon any such
<br />termination, all Software shall be Immediately removed from the Licensed Computers and
<br />returned to AMCS. Notwithstanding the foregoing, for the purposes of disaster recovery,
<br />Client may make one (1) may of the Software W be kept at a single Designated location
<br />3. Ownership and Reservation of Rights. Title and all ownership and proprietary
<br />rights to the Software, Program Concepts and Documentation, including, but not limited to,
<br />any derivative works and CLIENT -specific enhancements and modifications shall remain in
<br />AMCS and are protected by copyright, patent and trade secret laws. CLIENT hereby assigns
<br />to AMCS and hereby does assign to AMCS any and all rights it has obtained or may obtain In
<br />the Software and Documentation, or In derivative works thereof and hereby Irrevocably
<br />appoints AMCS as Its attorney -In -fact for the limited purpose of effectuating the foregoing.
<br />4. Protection of Proprietary fights and Confidential Information. CLIENT
<br />acknowledges that the Software, Documentation and matters relating thereto contain trade
<br />secrets, confidential information and other valuable proprietary information owned by AMCS.
<br />CLIENT shall not, without AMCS's prior written consent, disclose, provide or make available
<br />any aspect or portion of the Confidential Information In any form to any person, except to
<br />employees or consultants of the other party whose access is necessary to enable CLIENT or
<br />AMCS W exercise Its rights under this license, and who are under a legally binding obligation
<br />W CLIENT or AMCS to maintain the strict Confidently of such Information.
<br />CLIENT agrees to immediately notify AMCS in writing of any misuse, misappropriation, or
<br />unauthorized disclosure, display, or copying of the Confidential Information that may come
<br />to CLIENTS allenUon
<br />S. Fees and Payment Terms CLIENT shall pay W AMCS the Ucensing Fees and the
<br />Support Fees set forth in the Software Proposal (collectively, the "Software fees') as
<br />required In the Software Proposal or, if no date Is specified, upon receiving an Invoice for the
<br />same. Should CLIENT apt to pay the Software Fees by Subscription (as set forth in the
<br />Software Proposal), CLIENT shall be Invoked in advance with payment due at the first (P)
<br />of each month. Notwithstanding anything contained herein to the contrary, If CLIENT opts
<br />to pay Software Fees by Subscription (as set forth In the Software Proposal), after the first
<br />('-h anniversary from the Effective Date, AMCS reserves the right, in its discretion, to
<br />Increase any Software Fees by providing 15 days notice W CLIENT thereof. CLIENT is
<br />responsible for and agrees to pay all applicable sales and use tax required on the
<br />transactions described herein.
<br />6. AMCS Audit of CLIENT'S use of Software. At any time after the date hereof
<br />while the CLIENT Is using the Software, AMCS may audit and Inspect CLIENT's use of the
<br />Software W ensure compliance with the terms and conditions of this Agreement (the
<br />"Audit ). The Audit may Include, but shall not be limited to, a review of the number of
<br />CLIENTS employees that are using the Software, the locations in which the Software is being
<br />used by CLIENT and the number of servers or hardware on which the Software Is Installed as
<br />compared to the number of Seats or Concurrent Licenses acquired by CLIENT as set forth in
<br />the Software Proposal.
<br />7. Professional Services and Support
<br />7.1. Professional Services. AMCS agrees to perform and CLIENT agrees to pay AMCS
<br />for professional services as described in the Software Proposal and referred to as therein as
<br />the "Profess'wnal Services" as may be supplemented or added In from time to time after the
<br />date hereof by the mutual execution and delivery of a Supplemental Schedule by the parties.
<br />Professional Services may be performed at either the CLIENT site or local AMCS facility, or
<br />both.
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