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�AMCS
<br />Software License and Services Agreement
<br />AMCS Business System
<br />related to the provision of, or failure to provide, software, documentation, data, routing
<br />services, support services, or training.
<br />10. Indemnifrratian. CLIENT shall Indemnify, defend, and hold harmless AMCS, its
<br />officers, directors, agents, and employees from and against any losses, liability, claims,
<br />damages, penalties, casts, fees or expenses (Including reasonable attorney's fees) arising
<br />from or In connection with any action, proceeding or claim made or brought against AMCS
<br />by any third party caused by or arising from any negligent act or omission or willful
<br />misconduct of CLIENT pursuant to this Agreement including, but not limited to, those claims
<br />based upon or In any way related to an end user license granted by a Third Party Licensor
<br />for use of software or data that constitutes a portion of the Software or Is used In
<br />conjunction with the Software, or claims based on or in any way heated to the operation of
<br />trucks routed by AMCS.
<br />11. Non -Waiver. No waiver by either parry of any breach by the other party of any
<br />provision hereof shall be deemed to be a waiver of any other breach thereof or as a waiver
<br />of any such or other provisions of this Agreement.
<br />12 Arbitration. Arbitration. This Agreement Is made and executed with the intention
<br />that the construction, Interpretation, validity, and enforcement hereof shall be determined In
<br />accordance with, and governed by, the laws of the State of Indiana, exclusive of Its choice of
<br />law provisions. Any dispute arising between the parties under this Agreement shall be
<br />submitted to and finally settled by arbitration In the State of Indiana, in accordance with the
<br />then pertaining rules for commercial arbitration of the American Arbitration Association. The
<br />decision of the arbitrators shall be final and the successful party In such arbitration shall have
<br />the right to procure the entry of judgment on the arbitration award in any court of
<br />competent jurisdiction.
<br />13. Remedies. Except as otherwise provided for herein, no remedy conferred by the
<br />Agreement Is Intended to be exclusive of any other remedy, and each and every remedy
<br />shall be cumulative and shall be in addition to every other remedy given hereunder, now or
<br />hereafter existing at law, In equity, by statute or otherwise. The election of any one or more
<br />remedies shall not constitute a waiver of the right to pursue other available remedles.
<br />14. Force Majeure. AMCS shall not be In default nor liable for any failure in
<br />performance or loss or damage under this Agreement due to any rouse beyond Its control.
<br />15. Legal Fear and Costs. If ether party brings any legal actlon to these Agreements
<br />regarding their subject matter, the prevailing party shall be entitled to recover, in addition to
<br />any other relief, reasonable attorneys' fees and costs.
<br />16. Notices and Other Communications. Any notices or other communication
<br />required or contemplated under this Agreement shall be in writing and will be deemed given
<br />upon the eadier of either actual receipt, or fifteen (15) after sending to the party's Notice
<br />Address by first class mall, postage prepaid.
<br />17. Assignment CLIENT shall Trot assign any of its rights or obligations hereunder
<br />without AMCS's written consent, which consent shall not be unreasonably withheld;
<br />provided, however, CLIENT shall not have arty right to sub -Toone the rights licensed by this
<br />Agreement without the prior written consent of AMCS, which consent shall be at AMCS's sole
<br />discretion.
<br />18. Modiflrations, Amendments or Waivers. No modifications or amendments to the
<br />Agreement, and no waiver of any provisions hereof shall be valid unless in writing signed by
<br />duty authorized representatives of the parties.
<br />19. Binding Effect. This Agreement shall be binding upon and Inure to the benefit of
<br />the parties hereto and their respective successors and permitted assigns.
<br />20. Severability. If any term, provision or part of this Agreement Is to any extent held
<br />Invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this
<br />Agreement shall not be Impaired or affected thereby, and each term, provision, and part
<br />shall continue in full force and effect, and shall be Interpreted in a manner conslstent with
<br />the Intent of the parties.
<br />21. Section Headings. The Section headings throughout this Agreement are for
<br />reference purposes only, and the words contained therein shall in no way be held to explain,
<br />modify, amplify or aid in the Interpretation, construction or meaning of the prodslons of the
<br />Agreement.
<br />22. Survival. The provisions of this Agreement relating to protection, preservation and
<br />rights of the parties to Confidentlal Information shall survive expiration or termination of this
<br />Agreement.
<br />23. Entire Agreement. This Agreement constitutes the entire understanding and
<br />agreement of the parties hereto with respect to the specific subject matter of this
<br />Agreement, and supersedes all poor agreements or understandings, written or oral, between
<br />the parties hereto with respect to the specific subject matter of this Agreement This
<br />Agreement may not be amended except by a written Instrument signed by the parties
<br />hereto.
<br />24. Supplemental Schedules. From time to time after to the date hereof, CLIENT and
<br />AMCS the Software, Professional Services or Support Services provided for hereunder may
<br />be added to, modified or amended by the mutually execution and delivery of one or more
<br />supplemental schedules to this Agreement (the -Supplemental Schedule'1 which when
<br />executed by both parties are referred to and Incorporated herein by reference.
<br />*Signatures Appear on the Following Page*
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