Loading...
HomeMy WebLinkAboutESO Solutions/FIRE/2200/Master Service AgreementESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation 443.515.02; P.O. 424743 Contract Not To Exceed S2,200.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and ESO Solutions, Inc. an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreements terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the 'Goods and Services") from Vendor using City budget appropriation number 43-515.02 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3, PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Two Thousand Two Hundred Dollars ($2,200.00) (the °Estimate'). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor warrants that the Services will be delivered in a timely, good and workmanlike manner. In the event that the Vendor breaches this Services warranty, and the City so notifies Vendor within 30 days of receipt of invoice for the applicable services, the City's remedy shall be that Vendor will re -perform the services which were deficient in a manner so as to conform with the foregoing warranty, at no additional cost to the City. Although Vendor will take commercially reasonable steps to provide error -free and continuous service, Vendor does not represent, warrant or guarantee that the service will be uninterrupted or error -free. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ('Effective Date'), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. Cannel FDOtM' ..u, TOO. Co) atn.n-nrasAsmara fmn. 0 o1qw. mpeeaen a, caw ,n n am' ESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation #43-515.02; P.O. #24743 Contract Not To Exceed 52,200.00 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly fumish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written waming and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. _ 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendors agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, , and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for physical injury or death to any person or tangible personal property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement. In no other situation, including but not limited to those described in other exhibits or attachments to this Agreement, shall either Vendor or City indemnify the other. These indemnification obligations shall survive the termination of this Agreement. ICA, VMVOIIO II C.uul FWOIYMII pyJ TE{Q.COI NCMI. Pude[ Aymou Fan..J claims al@W Q. VI VA1114 JJ A41 2 ESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation #43-515.02; P.O. #24743 Contract Not To Exceed $2,200.00 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. —E -VERIFY Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E -Verify Law'), Vendor is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as Exhibit D affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E - Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Vedfy law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E - Verify Law. The requirements of this paragraph shall not apply should the E -Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON -ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and govemed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 17. SEVERABILITY: frV. WSIWIIW0:CW,v11i1WIIVN1, Yyy NSD C. MCI NW¢Ap¢np ran •, I,y,p saved 4t VlYAI• In al AMI 3 ESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation 1143-515.02: P.O. P24743 Contract Not To Exceed $2,200.00 If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of taw, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, retum receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C. Haney, City Attomey One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square Carmel, Indiana 46032 If to Vendor: ESO Solutions, Inc Attn: Legal 9020 N. Capital of Texas Hwy Building 2, Suite 300 Austin, Texas 78759 Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless he parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. IC,) WetQaIYKnt Camel Ifl'N i4Road NEW Cm) e(Cnrtl• Nock cApnnN Pom...J chap =VS ,n It AMI 4 ESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation 043-515.02; P.O. 024743 Contract Not To Exceed $2,200.00 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2015 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 27. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IC v MW I WW2 CY6I19.1111•0914 Rent A6O. CO ✓Cw+l. WO,it .• • dy emfoxpedert.y,yn,l In 214,61) 5 ESO Solutions, Inc. Carmel Fire Department - 2015 Appropriation 1143.515.02; P.O. 1124743 Contract Not To Exceed $2,200.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: rof?r>ec + James Brainard, Presiding Officer uthorized Signature late:_ - -- --- - - ie�� Printed Name Ma- Ann : , rke, Members. Date: 11 LC- Lori S.IW Date: t ATTEST: Diana Cordray, IAMC, Irk- asurer: Date: 1 / l0 1 5 C Title FID/TIN: C j -c, L a o t Last Four of SSN if Sole Proprietor: Date: Si ( to l 1 S I201‘,91 Camel Dia !MAU Rayed ii50-Cm) altsrawl. Pet Apenacti rm. 0 11191.11seceirkel*C a ,v,01, le t) Mil 6 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (Ihc "USA") is made and entered into as of (-Storeahe Dale"), by and between ISO Solution, Inc. a Texas corporation ("Company') and Carmel Fire Department ("Curierne/') (collectively the' Par$es). I. TERMS OF PIE AGREEMENT. This Agreement (as defined below) shall commence on the Effective Dale and continue until terminated in accordance with this Agreement (Ihc "Agreement Period"). Customer dcslms to rent, subscribe, license or purchase from Company and Company desires to rent. subscribe, license or sell to Customer the pmducu, equipment soflwmc, licenses, subscription ("Protium!') and/or services ( "Services") identified on the Addenda to the Agreement which arc attached hereto and incorporated heroin by this reference (collectively. "Addenda"). The Products and/or Services purchased by Customer for Ihc Agreement Period and Ihc costs of such Pmduct and/or Service are set forth in o separate Addenda attached hereto. Check All That Amity Addendum A_Billing or Dispatch Software Licence Agreement Addendum!): erCR, Fire, or PM Subscription Agreement 0 Addendum C: 0 2. ADDENDA. The Parties anticipate that alter the Effective Date, from time to time. Customer may wont to purchase from Company and Company may desire to sell to Customer additional Products and/or Services. In which east, the Penin shall cxemne a separate Addendum referencing this MSA and incorporating it by reference. 3. CONFLICT. In the event any provision of o fully executed Addendum conflicts with this MSA, the MSA shall control. Otherwise, the most recently executed Addendum shall control. 4. ENTIRE AGREEMENT. This MSA, which includes any and all Addenda, shall be collectively referred to herein as the "Agreement' and constitutes the final expression of and contain the entire agrccncnl between the Panics with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. 5. AGREEMENT SCOPE. The Products and/or Services constitute Ihc scope of services and products anticipated to be provided to Customer by Company as of the Effective Dale of the Agreement as applicable ("Agreement Scope"). Customer acknowledges That the Fcc (as defined below) is based on the Agreement Scope. If Company determines that the Agreement Scope may be or has been increased anytime during the Agreement Period, Company reserves the right to increase the Fee to compensate for the unanticipated or additional services. 6. PAYMENT; LATE FEE, INTEREST, DISPUTE.. For purposes of the Agreement, the price of the Products and/or Services set forth on the Addenda and any other applicable cost or f c under the Agreement shall be collectively mfemcd to herein as Ibe "Pee." Unless othen'dse expressly provided in the Addenda, Customer shall pay the entire amount of the Fee within thirty (30) days of the dale of the Company's invoice. Paymentsshall be made to: ESO Solations, Inc. P.O. (lox 670324 Dallas, TX 75267-0124 In the even) Customer disputes any portion of an invoice. Customer shall timely pay the full invoiced amount and provide Company, within thirty (30) days of such payment, a written statement explaining such disputa which contains all supporting documentation. Company shall thereafter determine, in its good faith business judgment whether such invoiee L erroneous and may issue an appropriate credit to Customer. Any sum owed by Customer to Company shall bear interest al a rale of one percent (I.5%) per month or the maximum talc allowed by kw (whichever is lugs) from the date said sum was first due until he dote it is paid in full. Some Products and/or Services may he chmgai basad en o Time and Materials basis. The term "77me'shal l refer to any Product or Service billed at the applicable hourly rates ("27me Rare') of Company in effect at the time such Product and/or Service is provided. Time Rates will be billed in minimum Increments of one-quarter (I/4) of an hour. Trowel time will be billed up to a maximum charge of eight (8) hours per day. The term "Materials" shall refer to the out of pocket expenses reasonably Incurred by Company in providing the Product and/or Service to Customer, including, but not limited to, any travel expenses, and telephone line, media or shipping charges. 7. TAXES AND FEES. This Agreement is exclusive of all taxes and fees. Customer ogre= to pay any and all federal, state. county. local or governmental taxa (including. but not limited to, sales recess, but excluding any taxes based solely on EXHIBIT A (oriel Company's net income), duties, fees and amounts in lieu thereof, now or hereafter applied to or based on (a) amounts payable to Company pursuant to No Agreement, including, without limitation, any licenses or subscription granted pursuant to any Addendum ofthc Agreement; or (b) Customer's production. starose, transportation, import, export, or um ofony license. software or equipment purchased pursuant to the Agreement Any such amounts, including interest and penalties thereon, paid or payable at any time by Company, shall promptly be reimbursed lo Company by Customer. K. ESTIMATES. If Company provides Customer with any wwuen estimate of the Fee or an estimated delivery data (collectively. "Estimate"), Company shall exercise commercially reasonable efforts to provide such Products and/or Services within such estimate; provided that all Company estimates arc based, in pan, upon information supplied to Company by Customer and upon conditions as they arc known by Company prior to providing such Estimate. I1 is agreed That circumstances or conditions may arise that effect the Fee which could not have been reasonably expected or foreseen despite the exercise a f due cars. Therefore. die pee set forth in any Estimate is not intended to be a fixed price or a "not to exceed" price. Customer shall notify Company if Customer becomes aware of any changes in such inlbr mallon or conditions, and Company shall roti& Customer if Company determines that the Fee set forth in on Estimate may be exceeded. Customer acknowledges that Customer shall be obligated to pay for the entire Fee owed to Company even If the amount of such Fre exceeds the amount of any Estimate. All Estimates arc (a) subject to change and may be revoked by Company without prior notice to Customer (unless otherwise staled in an Estimate signed by an authorized representative of Company); (b) subject to Company's approval of Customer's credit; and (c) based on and subject to the leans and conditions of the Agreement including any Addenda as applicable. 9. TERMINATION. Except as otherwise expressly provided in the Addenda, either Party may terminate the Agreement or any Addenda with or without cause, by delivering written notice of termination to the other Party not later than thirty (30) days prior to the effective date of termination set forth in such notice. In the event Customer has breeched any provision of the Agreement or any Addenda, Company may immediately terminate the Agreement or any Addenda, as applicable, and shell provide notice of such termination to Customer. Upon termination, Company will invoice Customer for any Foes and costs incuned by Company and Customer shall pay the full invoice amount within thirty (30) days after receipt of Company's invoice whether such Fees ale due before or after termination, except for any Time and Materials fees for any services to be pmvided under the Agreement but not ycl performed. In the event any Addenda or the Agreement is terminated by (a) Cutworm for any reason, or (b) Company due to Customer's breach of or pursuant to any Addenda or the Agreement, Then Customer shall be obligated to pay Company for nny and all costs and expenses paid by Company prior to such termination andtor incurred by Company during the Agreement Period. Customer and Company shall have any and all rights of termination and non -renewal of cath Addendum to the Agreement as specified In such Addendum. Termination of an Addendum to the Agreement, as permitted by this Section or any such Addendum, will not terminate the balance of the Agreement or any other Addenda still In force. Upon Ile termination of the Agreement, all Addenda shall also automatically terminate. All provisions of the Agreernennt conmming payment of Fees, confidentiality, limitation of liability, disclaimer of warranty, and indemnification shall survive the termination of the Agreement 10. RIGIIT TO SUSPEND PERFORMANCE. Without prejudice to Company's right to laminate pursuant to Section 9 above, Company has the right to immediately suspend all or any portion of its performance under the Agreement or any Addenda. without notice to Customer. if Company determines, in its sole and absolute discretion, that Customer has breeched any provision of the Agreement or any Addenda. In such event, prior to resuming Its performance, Company may require Customer to pay any and all financial obligations in full and/or perform any and all obligations owing hereunder. Customer shall pay Company for all Services completed to de date of such suspension plus any reasonable or necessary costs incurred by Company as a result thereat. 11. CUSTOMER'S GENERAL RESPONSIBILITIES; CUSTOMER ACKNOWLEDGMENT. During the Agreement Period, in addition to the obligations set forth on the Addenda, Customer is responsible for the following: (a) ensuring Mal Customer, its employees and contractors properly identify and comply with laws and regulations applicable to Customer's adrift= and (b) providing any and all documents and information required by Company to provide the Products and/or Services Customer acknowledges that Company's NII, accurate and timely performance under the Agreement and/or any Addenda Is materially dependent upon Customer's reasonable cooperation and assistance. Customer thriller acknowledges that the Agreement Scope and Fee presume a reasonable amount of coopentlon and assistance from Customer, such as Customer's timely provision of relevant information, documentation and personnel, including any of the foregoing, as requested by Company. Customer shall promptly report any difficulties it experiences with its use of any Products and/or Services to Company in accordance with any procedures reasonably established by Company, or set forth in the Agreement or any Addenda or any documents provided to Customer by Company during the Agreement Period. Company has explained Its requirements in this regard to Customer and Customer agrees to meal these requirements. 12. FURTHER ASSISTANCE Upon request of the other Parry, Company or Customer shall execute and deliver additional instruments and take additional actions as may be necessary or appropriate to perform the Agreement. 13. CONFIDENTIALITY. Customer understands and acknowledges that it may be grunted access to certain Confidential Information (as defined below) of the Company in the course of performing its obligations under the Agreement. "Confidential Information" includes all oral and written information Customer receives from Company which, al the time of transmittal, has not been made public or Is not generally available Dom public sources. By way of illustration and not limitation, Confidential FSO Sdwan], Inc Mala Scrvkc Agreement 20141202 Page 2 of 10 EXHIBIT A Information includes trade secrets, technology, comma programa, business pmcesscs, methods, operational techniques. work product or documentation produced by Company hereunder, the Agreement (including the Addenda). any otter agreement entered into between the Parties pursuant to the Agreement. source code object code and specifications for Company's software provided under d,© Agreement, any other information capable of being a trade secret under appllabk !my, financial infonnntion and data and other records regarding the Company. Its customers and other third panic. Customer hereby (a) acknowledges and agrees that all Confidential Information is confidential and proprietary; (b) agrees to hold the Confidential Information in confidence and protect Confidential Information from unauthorized use or disclosure, using a high level of caro according to the stenderds of tha high 'ethnology industry; (e) agrees to limit access to its employees and/or contractors who haw a "need to know"; and (d) Rather agrees not to disclose the Confidential Information. or any portion thereof. to third persons without the prior written anent of the Company except: (i) to the =tent necessary, to comply with any law, rule or regulation, or the valid order of any governmental agency or any court of any gmernmental agency or any court ofcompetentjurisdiction; (Ii) as pan ofach Party's normal reporting or revimv procedure, to its auditors and/or its attorneys; or (til) u necessary to enforce such Pany's rights and perform its agreements and obligation under the Agreement The Parties hereby agree that monetary damages would not be an adequate remedy for the broach of this Section 13 and either Party shall have the right to sock injunctive relief or similnrcquilobk remedies to enforce such Partys rights under this confidentiality provision. - ` - -14T —HIPA'A-The Ponies ogres that to the -extent they ore requited to -comply with'IlIPA'A; This Section' 14'shall apply. -The - Panics apse that this is a Business Associate Contract as defined under the Health Insurance Portability and Accountability Act of 1996, P. L 104-191 (the "Aar), and without limitation to its other requirements under the Act or other federal, stale and local laws and regulations, the Parties agree to comply with the Act, the privacy standards set forth in 45 C.E.R. Parts 160 and 164 (the "Privacy Rule"), the security standards set forth in 45 C.P.R. Parts 160, 162, and 164 (the "Sewn& Rule', and the Health Information Technology for Economic Clinical I lenith Act, Title XIII of Division A and Title IV of Division D of Pub. L 111.5 ("HITECH") and all of the rota and regulations implemented thereunder. The Act, the Privacy Rule, the Security Rule, end HITECH am collectively refemxl to as "H/PAA." Accordingly, Company agrees to safeguard Customers protect health information ("PHI") by (o) using and disclosing PHI only: (1) to fulfill Company's dries and responsibilitiesunder the Agreement including in pan disclosure to its directors, officers, employees, agents and subcontractors, including panics with whom it may contract far any of the staffing service (ii) for Company's proper management and administration; and (iii) to provide data aggregation services relating to Customer and its health ate operations; b) not using or disclosing Customer's P111 unless permitted or required by Insv, (c) using appmpnnto safeguards That reasonably and appropriately protect the confidentiality, integrity, and availability of the Customer's PHI and prevent the use or disclosure of Customer's P111 other Than as provided for by the Agreement (d) Immediately notifying Customer, whether intimal or external, of any use or disclnsure of the Information not provided for by this Agreement including, without limitation, Security Incidents related 10 the Cusomcr's PHI, or as required by kw or regulation; (e) making an accounting of disclosure of Customer's PHI available to it in accordance with applicable regulations; (f) making Customer's Pill ovaltable fbr amendment and Incorporate any amendments to such PI 11 in accordance with applicable regulations; (g) providing the information required to provide an accounting of any disclosures of Customer's P111 in accordance with applicable regulation including, in pant, its internal practices, books and records relating to the use and disclosure of PHI received from, or seated, or received by It on behalf of Customer available to the Secretary of the Department of I lalth and Human Service for purposes of determining the Customer's compliance with HIPAA and its rules and regulations, (h) immediately begin to collect and develop and forward to Customer any information required to be in any notice ofa branch under HITECH and any other laws and regulation: (i) at termination of Iho Agreement return or destroy all PI 11 received (mm. or created, or received by it on behalf of Customer that it still maintains In any form; or if not Partible, extend the protections a MU Agreement to the intonation and limit [lather uses and disclosures to those purposes that make the return or destruction of the information infeasible; and (j) to the extent that Company carries out one or mom obligation of Customer under Subpar E of 45 CPR Pan 164, comply with the requirements of Subpar E that apply 10 Customer in the performance of such obligation. Customer authorizes Company to de -identify PHI it natives from Customer. Defined terms undcr HIPAA shall hove the same meaning in this Agreement, and are incorporated herein by mfcrcnce. 15. GOVERNING LAW; LEGAL COSTS; CAUSES OF ACTION. The Agreement shall be governed by and construed in accordance with the Iowa of the State of Texas. Venue for any proceeding relating to the Agreement shall be In Travis County, Texas, Any cause ofaetion Customer may have with respect to the Agreement (including, without limitation, the Products and/or Services) or any other relationship of the Parties must be commenced within ono (1) year after the claim or cause of action arises, odmcrwisc such claim or cause °faction is barred. 16. INDEMNIFICATION. a. Customer shall indemnify, defend (wish counsel selected by Company in its sole and absolute discretion) and hold harmless Company, its employees, agents, representatives and consultants, from and against any and all claims, liabilities, demands, damages, losses, costs and expense, including. but not !What to, amoneys' fees and costs (collectively, the "Lthb!Il0") caused by die performance of the Agreement (including, svithout limitation, the Products and/or Services); provided, however. that Customer shall Imvc no obligation under this Section for any Liability caused by (a) any breach or default by Company of any of ESO Solutions. Inc. Maur Unita Agreement 201/1202 Page Iona EXHIBIT , ITrn- its obligations under the Agreement; or (b) the negligent acts. errors, omissions or willful misconduct of Company. its agents, subcontractors or employees. Company shall indemnify, defend path counsel selected by Company in ib sole and absolute discretion) and hold harmless Customer, its directors, oficcm. employees, agents, representatives and contractors, from and against any Liability caused by (a) any breach or default by Company of any of hie obligations under the Agreement; or (b) the negligent acts. errors, omissions or wilifLl misconduct of Company, Its agents subcontractors or employees. b. In the event of a claim, suit, or proceeding against Company, alleging that any Customer has infringed any copyright patent, trademark, nude secret, or other intellectual property right of a third party. Cuslomcr shall, al its sole cost and expense, defend and indemnify Company, or at its option, settle such claim, suit, or proceeding. Customer has no obligation to defend and indemnify Company pursuant to this provision for any gross negligence or willful misconduct of Company, or if such infringement is solely caused by an act of Company. Customer agrees to pay any settlement or final judgment entered against Company on such issue In any such claim, suit, or proceeding defended by Customer, provided that Company shall select, in its sole and absolute discretion, iu defense counsel arta must promptly notify Customer in writing of any such claire. suit, or proceeding and must fully cooperate with Customer in. Customer's' defense thereof. In the event of a claim, suit or proceeding against Customer alleging that the Licensed Software (as defined in any Addenda) infringes any copyright patent, trademark, trade secret, or other intellectual property right of any third party, Company shall, al its sole cost and expense, defend and indemnify Customer or at its option, settle such claim, suit, orproceeding. Company shall select, in its sole and absolute discretion, Customer's defense counsel. Customer must promptly notify Company in writing of any such claim, suit, or proceeding. and must fully cooperate with Company In Company's defense thereof. Company hu no obffgatfon to"dcfbnd and Indemnify Customer pursuant `-'- -- lo this provision for any gross negligence or willful misconduct of Customer, or if such infringement is caused by an act of Customer. 17. LIMITATION OP LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE TYPE 01' ACTION, TI IE AGGREGATE LIABILITY OF COMPANY TO CUSTOMER SHALL NOT EXCEED TIIE SUM PAID TO COMPANY BY CUSTOMER UNDER THE APPLICABLE ADDENDA ATTACHED HERETO. IN NO EVENT SHALL COMPANY DE LIABLE/ FOR ANY REMOTE, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL OR INCIDILNTAL DAMAGES. INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOSS OF DATA, LOST OR IMPUTED PROFITS OR ROYALITIES, BUSINESS INTERRUPTION, OR THE COST OF COVER FOR PROCUREMENT OP SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION SHALL API'LY EVEN IF COMPANY IIAS BEEN ADVISED BY CUSTOMER 01' THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THE AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. 18. DISCLAIMER 01? OTHER WARRANTIES. THE PRODUCTS AND SERVICES TO ni: DELIVERED UNDER ANY ADDENDA ARE PROVIDED "AS IS" OR "AS AVAILABLE." UNLESS OTHERWISE SPECIFIED HEREIN, COMPANY MAKES NO REPRESENTATION OR WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO TIIE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE. OF ANY PRODUCT OR SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTIIER MATTER (INCLUDING WITHOUT LIMITATION THAT THERE WILL BE 140 IMPAIRMENT OF DATA OR THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE), ALL OF WHICH WARRANTIES BY COMPANY ARE HERMIT EXCLUDED AND DISCLAIMED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 19. REMEDIES. In the event that Customer breaches any provision of this Agrcenant, including, without limitation, the failure to pay any sum to Company when due under the Agreement, Company may exercise any and all rights and legal remedies availahle to 11, including, without limitation, any remedies as a secured creditor, without prejudice, against Customer for such breach. If Customer's financial ability becomes impaired or inadequate to meet Customer's obligations under the Agreement as dclttmined by Company in its sole and absolute discretion, or if Customer fails to make any payment to Company in accordance with the terms end provisions of the Agreement, the terms of any credit provided by Company to Customer may be modified or terminated by Company, In Company's sole and absolute discretion, and/or Company may require an advance cash payment ore satisfactory security interest 20. MODIFICATION; INTERPRETRATION, SEVERABILITY; CONSTRUCTION. No modification to any provision of the Agreement (including, without limitation, the Addenda) shall be valid, unless executed In writing by both Parties. Neither the course of conduct between Panics, nor trade practices shall act to modify any provision oflhc Agreement. Irony term, provision, covenant or condition ofthc Agreanenl is herd to b: invalid or otherwise unenforceable, the rest of the Agreement shall remain in full force and clTect and shalt in no way be a(fcclyd, impaired or invalidated. Company shall have the full power and authority to interpret, construe and administer the Agreement and Company'sdetermination shall be binding and conclusive on the Parties for all purposes The headings preceding each section and subsection of the Agreement arc solely for the convenience of reference only. are not pan of the Agreement, and shall be disregarded in the interpretation of any portion of the Agreement. Whenever required by the contest of the Agreement the singular shall include the plural and the masculine shall include the feminine and vice vena. The Agreement shall not be construed as ilii had been prepared by one ofthe Panics, but rather as if both ISO Salute's; Inc. Master Services Agreement 20141202 Rae 4 of 10 EXHIBIT ,A la+e -rso Panics had prepared the same. Unless otherwise indicated. all references to paragraphs, section, subpamgmphs and subsections arc to the Agreement. 21. TIME IS OF TIIE ESSENCE;DATES. When construing this Agreement, both Parties agmc that time is 0 (the cssencc. In the event that any date specified in the Agreement falls on Saturday, Sunday or other day on which public agencies and major banks are not open for business (each a "Non -ulnen Day"), such dale shall be deemed to be the succeeding business day. For purposes of the Agreement, o "business day" shall mean a day other than u Non -Business Day. 22. WAIVER. Either Party's failum at any time to =force any default or right reserved to t1, ur to require performance of any of the Agreement's tenni covenants, or provisions. by the other Party at the time designated, shall not be o \valva of any such default or right to which such Party is entitled, nor shall it in any way affect the right of the Pony to enforce such provisions thercater. 23. FORCE MAJEURE. No Party shall be liable for any delay, failure in performance or interruption duc to events outside such Party's reasonable control, including, without limitation, acts of God, the other Parry or any third party, acts or order of governmental authorities, acts of civil or military authorities. shortages of supplies, labor disputa, catastrophes or other cinmmstances beyond Its reasonable control, except circumstances caused by financial lames (collectively, o "Force Majeure Ewan, and such nonperformance will not be a default hereunder. In the event Ihas a Pony is unable to perform any of its obligations under the Agreement or to cnjoy any of the benefits provided thereby bemuse of a Forts Majeure Event, such Party shall immediately provide written notice to the other Party and make diligent efforts to resume perfommnae. Upon a Party's receipt of the notice described in this Section, the delivery date foray Product and/or Service delayed as a result of Force Majeure Event shall aromatically be extended for a period equal to the duration of Force Majeure Event. 24. BINDING. Neither the Agreement, nor any modification of, amendment to the Agreement, nor any Waiver of rights by Company under the Agreement. will be binding on either Party unless it is signed by an officer or member of the Company. The Agreement shall be binding not only upon the Partin, but also upon their heirs, personal mprescnlatives, permitted assigns and other successors in imerest Company and Customer hereby approve of the Imes and conditions set forth herein. 25. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall be construed to create: (i) a partnership joint venture or other joint business relationship between the Ponies or any of their affiliates; or (ii) a relationship of employer and employee be sten the Panics. Company is an independent contractor and not an agent of Customer. 26. NOTICES. All notices under the Agreement must be in writing, directed to the Party's address set forth below such Pony's signature in the Agreement and shall be deemed to be received in accordance with the following: (a) in the case of personal delivery, on the date of such delivery; (b) in the ease ofovemight courier, on the second business day following the day such notice was sent, with receipt confirmed by the courier. (c) in the cast of mailing by first class certified mail, postage prepaid. return receipt requested, on the fifth business day following such mailing; (d) in the one of electronic moil on the date the email is sent A Party may change the address stated In the Agreement by giving written notice to the other Party. 27. COUNTERPARTS; EXECUTION. This Agreement, any Addenda, or amendments hereto may be executed by the Panics individually or in any combination, in one or mom coanterparis, caul of svhiat shall be an original and all of which shall together constitute one and the same agreement. Execution and delivery of this Agreement and any amendments by the Penia shall be legally valid and effective through: 0) executing and delivering the paper copy of the document. (11) tronsmilting the manned paper copy of the documents by facsimile transmission or electronic mall In "portable document forme' (".pdf) or other cleamnially scanned format, or (111) creating, generating, sending. receiving or storing by electronic mans this Agreement and any amendments, the execution of which Is accomplished through use of an electronic process and executed or adopted by a Party with the intent to execute this Agreemant (i.e. "electronic signature" through a process such as DocuSign®). In making proof of this Agreement, it shall not be necessary to produce or account for more Than one such counterpart executed by the Party against whom enforcement of This Agreement is sought FSO Sdwin Inc Mase Sm Ica Agmmcn120141202 Ave S of 10 EXHIBIT A IN IVITNhSS WI IERII:OY, the undersigned expressly agree and wortant Jul they ore authorized to sign and enter into this Agreement on behalfofthe Pony for which they sign and have executed this Agreement on the Effective Dale first written above. ESO SourrioNs. INC. CliSToatf.R: !Signature] ]Signature] (Primed Naiad 9020 N. Capital of rens Hwy. Building 11-300 Austin, TX 78759 Phone: (866) 766.9471 Emoll: A' gtltei4'm,:01! n [Printed NannJ Address: I'honc: Erma ISO Solutions, Inc. Muter Service, Agreement 20141202 Pose 6of10 EXHIBIT A ADDENDUM A SOFTWARE LICENSE. AGREEMENT THIS ADDENDUM A is effective as ofthc Effective Dale of the Agreement Thc provisions of this Addendum A arc hereby incorporated into the Agreement MI capitalized terms not otherwise defined in this Addendum A arc defined by the tern of the Agreement By signing this Addendum, Customer agrees to not use the software until Customer agrees with the tern and conditions delivered with the software. I. LICENSE. a Subject to the teens and conditionsof this Agreement, Company hereby grants Customer and Cuaomer hereby accepts a non-exclusive, non -transferable, non -assignable, revocable license to use all of the following (ns defined below): (i) the standard, off-the-shelf modules orCompany's software identified in Exhibit N 1 to this Addendum (the "Bare Sof ware"): (B) Thos certain documents prepared by Company and provided to Customer (hal explain the installation and use of the Ilasc Software (the "Documentation"); and (iii) any modifications made to the Base Software for Customer (the "Modifications") (collectively, the "License") during the Term. Thc License includes the object code and any and ell executable code. Thc Bos Software, Doeumentalion,-any Modifications shall collectively be referred to as the "Licensed Software." Customer may use the Licensed Software only at Customer's location. A separate license is required for us of copies of the licensed Software at any other locations not authorized by this Agreement b. Company's Licensed Software may incorporate software and other technology owme d and controlled by third parties ("Third Parry Technology"). Company Is licensed to distribute Third Pany Technology. All Third Party Technology fold under the scope of this Agnxment. By signing and accepting the anus and conditions of this Agreement Customer accepts any third party end user license agreement Moreover, Company neither accepts liability, nor warrants the functionality. reliability or accuracy of Third Party Technology, including but not limited third party mapping programs. Ml third parties am o beneficiary of this Agreement with respect to Third Party Technology, and as such, relevant tams and conditions are enforceable by the Third Pany. 2. SOFTWARE DELIVERY. Company shall deliver to Customer at the address set forth in the Agreement the (Inc Software as soon as possible after the Agreement is signed and returned. 3. ANNUAL LICENSE. PEES. Customer shall pay to Company all of the fees set forth below (collectively, the "Annual License Fees") and fully detailed in Exhibit NI Product Schedule. Custom= acknowledges that the Licensed Software is priced based on Customer's conceit annual volume as listed in Exhibit NI Product Schedule. Therefore, an increase in Customer's annual volume for the applicable product beyond the volume range listed in Exhibit N1 Product Schedule may cause an increase in Customer's Annual License Pecs. 4. TERM. The tens of this Addendum A shall Ix: for a one (1) year period commencing on the ERcetise Dale. Each year thereafter, the Tenn of this Addendum A shall automatically renew for an additional one (1) year Tenn (each one (1) year term shall be referred to herein as the "Term"), unless (a) Customer fails to pay dm Annual License Pas when due; (b) This Addendum is terminated by a Pasty as provided for herein; or (c) the Agreement is terminated. 5. TERMINATION. Upon termination, Customer shall (a) delete, destroy, or otherwise make permanently unusable the original and all copies in Customer's possession or control of the Licensed Software, except that Customer may retain one (1) archive copy thereof if required by law or n governmental regulation; and (b) discontinue its use, copying, and/or modification of the Licensed Software. Customer shall not be entitled to any reimbursement of the Annual License Pees or any portion thereof if (a) Customer terminates this Addendum A; or (b) Company terminates this Addendum A pursuant to or beaus Customer has violated a provision of this Addendum A and/or the Agreement. Annual License Pees and any appliablc termination fee shall be deemed to be fully earned when due and ore non-refundable. Upon Company's request an officer or director of Customer shall sign a certification providing that Customer has complied with the requirements of this Section 5. 6. SERVICES. During the Term, Company shall provide to Customer for the Annual License Fees (as defined below) the fallowing support and services (collcctivel), "Support Services"): a. Company shall make Error Corrections (as hereinafter defined) to ger Base Software. An 'Error"' is a failure of the Base Software to materially conform to the published specifications or a failure of the Modifications to materially conform to the specifications prepared by Company for Customer. An "Error Correction" is a service provided by Company under this Addendum A pursuant to which Company shall correct an Error, provided That such Error an be duplicated on a consistent basis and has not resulted from (i) the misuse of Customer (including, without limitation. any user) of the Licensed Software; or (ii) any change in the coding of sucis software; or (iii) a hardware Issue. PSO gduaaro. Inc Master Services Agreement 20141202 Pagel a1'10 EXHIBIT 4 b. Company shall respond. as Company deems appropriate and in its sole discretion, to Customer's written request to correct a suspected Error (e "Correction RequaC) within a reasonable amount of time, based on the severity of such Error, after reviving such request, c. Company shall answer Customer's questions regarding its use of the Licensed Software and assist Customer in identifying suspected Errors over the telephone ("Tdephone Supper() Monday through Friday from the hours of 7:00 a.m. to 7:00 p.m. Central lime Zone ("Normal Business Hours'). d. Company shall maintain facilities capable of remotely accessing the Licensed Software. e. Company shall maintain on staff a technical consultant familiar with the Modifications, if any. f If Customer is authorimd by Company to use the Licensed Software at more then one (I) Licensed Site identifad in Exhibit AI (fir "LleensedShell Company shall make available to Customer, for each Licensed Site, the same Liter Corrections. g. Company shall maintain a mooed of Customer's Correction Requests and, upon request, will provide Customer with a status report of each Correction Request. h. Customer shall revive a reduced rate. In the amount determined by Company in Its sole and absolutediscretion, for services provided on a Time and Materials basis pursuant to o separate written agreement. 7. LIMITATIONS. Company will not be responsible for any Error Correction unless Company son rcpliate such Error, an its own software and equipment or through remote access to Customer's software and equipment. Emma and Error Correction ' do not include and do not apply to any of the following circumstances: (i) Customer repairs, maintenance. or modifications to off- the-shelf configurations; (ii) any third party software: (iii) domagc due to the fault ofany person or entity other Than Company; (iv) Customer's material Wench of the Agmemcnt or (v) hardware problems R. ADDITIONAL PROFESSIONAL SERVICES Any other services of Company not provided herein may be provided to Customer, in Company's sole and absolute discretion, on a lime and Materials basis pursuant to a separate written agnxment between the Partes. Customer acknowledges drat all such additional servicparc subject to a separate Time and Materials charge, and includes, without limitation, the following services: (a) Correction Requests after Normal Business !lours, (b) Telephone Support alter Nomad Business hours, and (c) except for timer Conecliens, any consulting services, which arc requested and approved in advance by both Parties In response too Correction Request or another request b) Customer. Company may assist Customer by seeking appropriate services from third ponies, and such assistance will be billed on a Time and Materials basis. 9. PERMITTED USES. Contingent upon the timely and complete payment of the Annual License Fees in accordance with the Agreement and provided That Customer is not in breach of the Agreement or any Addenda, Customer shall be permitted to do all of the following: a Install the Licensed Software at on authorized Customer site; b. Use the Licensed Software for thc processing of data owned by Customer. provided Mot Customer shall not use the Licensed Software to provide outsourcing services or net as a semis bureau, with thc exception ofa bulling company That has purchased a Billing Company License; a. Temporarily use the Licensed Software on another server of Customer (nolo Licensed Site) only in the event the Licensed Server is malfunctioning, provided that Customer immediately provides written notice to Company of such temporary use; d. Make backup copies of the Licensed Software In a machine readable farm solely for archival purposes, provided that Customer reproduces all proprietary notices on each archival copy made; and c. Make no more than five (5) copies of the Documentation for Customer's internal use at a Licensed Site or another Customer site supported by to Licensed Server, provided that Customer reproduces all proprietary notices on each such copy. 10. UNAUTHORIZED USES. The following uses by Customer (or any third parry with Customer's permission or knowledge), orCustonrcr's failure to comply with the restrictions sol forth herein and in the Agreement. will result in the immediate termination of this Addendum A without notice thereof. Any such action also constitutes copyright Infringement and may be punishable in a federal criminal action. Customer agrees not to do any of the following unless expressly nllowed under this Addendum A: a. Use, access, copy, duplicate or modify the Licensed Software in any way; b. Decompilc, reverse engineer ordisassembk the Licensed Software: c. Rent, sell, sublicense, lease, distribute, assign, or othcnvlec convey or transfer thc Licensed Software; d. Translate or adapt the License Software forony purpose; or e. Create derivative works based on the Licensed Software. 11. OIVNERSIIIP. Title to Wo Licensed Software, all proprietary and intellectual property rights in the Licensed Software (including, without (imitation, patents, trade secrets, copyrights, and trademarks), and lido to any copy of the Licensed Software made by or for Customer shall be held solely by Company. The Licensed Software is copyrighted and is protected by United Stales ISO Solutions Inc. Master Services Agreement 20141202 Page 9 of 10 EXHIBIT A and international copyright laws. Customer hereby acknowledges end agrees that nothing in the Agreement or this Addendum A shall sit Customer ony right, title or interest in any ownership of the Licensed Software. Customer agrees to notify Company immediately in the event Customer becomes aware ofuny unauthorized access to, use, or copying or the License Software by any 12. WARRANTY. Company warrants That it has the right to grant the License to Customer. In the event of a breach or Threatened breach of this warranty, Customer's sole comedy is for Company to either. (I) procure, at Company's expense, the right lo use the Software or (ii) replace the Software or any pan thereof that is in breach and replace it with Software of congarable functionality that does not cause a breach. 1]. CUSTOMER RESPONSIBILITIES Customer shall provide Company with reasonable access to Customer's equipment, software, data and personnel, as requested by Company. Company shall haw access to the Licensed Software via a high-speed Internet connection which shall be made available to Company before loading Ibo Licensed Software. Customer is solely responsible for the selection of hardware used by Customer and Company shall not be responsible for the sizing, speed, or performance of such hardware even if Company makes recommendations regarding the sane During the Term, Customer shall al all lima acquire and install the most current or next-Io-most•Wrrcnt server °panting system software and system release levels: provided that upon notice to Customer, Company may require prompt installation of the most current operating .system release level prior to Company performing any work regarding the Licensed Software. Customer shall notify Company in writing b`cfom" any changes to Customer's hardware system are made. Customer is responsible, at its sole cost and expanse, for keeping its permnncl properly trained in the operation and use of the Licensed Software. Upon the Addendum A Effective Date, Customer shall provide Company with the contact information of o person who is to serve as Customer's primary contact with Company. Customer shall promptly capon any difficulties It experiences using the Licensed Software 10 Company in accordance with any current Company procedures reasonably established by Company. Customer must purchase and Install a high speed Internet across at the Licensed Site on the Licensed Server in accordance with the Agreement IN WITNESS WHEREOF, the Panics have executed this Addendum as set forth below. ESO SoumoNs, INC. [SigiianaeJ [Printed Nance[ CUSTOMER: [Signature[ [Printed Nana] ESO Solutions. Inc. Master Service+ Agreanent 20141202 Page 9 of 10 EXHIBIT A EXHIBIT el — PRODUCT SCHEDULE This Product Schedule ("Sche d ") is subject to the terms and conditions of the Agreement entered into bciwccn the Panics. The Agreement is incorporated into this Schedule by this reference. P1Od'�:'1`fY<t.�y t2mtfAy t tki tLy Tmq P;lci Wo 1Wi10nio_rde 77r1:12:47; . 1s: W rii7A71.477. Softwore Chapala Soave 100 PAYMENT TERMS: 1 O 50.00 SI,100 00 Amos* nroarha BZ.g aorlaere nWdawxa for up to 500 dam/month 50.00 S1.100.00 Annuely ramdna Dispatch macro trans -co /or up to 500 rvi Mntn Grand trxal 52202 00 Customer agrees to pay the Annual License Fees annually In advance commencing upon excallon of this Addendum. When number oftransports or claims increases above 500 per month for more than three months in o row, maintenance costs may increase accordingly and an additional Annual License Fee will become due Until all payments are male in full a temporary license code is installed and a Trial vcnion of the software is installed. Whcn all payments have been made on time a permanent license code Is issued and the software's permanent license code is activated. license is not valid until all payments arc made even if live transactions have bccn processed using the temporary license code. ISO Solutions. Inc. Master Scrvtcn Agreemrnt 10141202 Doge 10 of 10 EXHIBIT A