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Contract Guardian Software Licensing Agreement

WHEREAS, CG has licensed a SaaS based application software program, Contract Guardian and related services to be used by Licensee for the purpose of managing contracts and via a secure web browser. ("Program");

WHEREAS, CG intends to make this Program available to clients via the Internet at the CG Site by licensing such use;

WHEREAS, Licensee is desirous of using the CG Program, services and other Third-Party Programs available at the CG Site and wishes to enter into a license agreement;

IT IS THEREFORE AGREED AS FOLLOWS:

1. Grant of License. CG hereby grants to Licensee access to its web site and a license to use the Program providedbat the CG Site subject to all of the terms and conditions of this Agreement. The access and license shall bebrevoked if Licensee does not comply with these terms and conditions.

1.1 CG grants Licensee a non-exclusive, non-transferable license to access the CG Site and from the Site to use the Program, which is described on Schedule 1 and the custom prepared CG Order Form, including any documentation files accompanying the Program ("Documentation") to enter Licensee’s data and to produce reports based on the entered data for Licensee’s own internal business purposes.

1.2 Licensee may not, without CG’s express written consent, use, merge, adopt, display, copy, modify, execute, distribute, translate or transfer the Program, except as expressly provided in this Agreement.

1.3 Licensee may not decompile, disassemble, or otherwise reverse engineer the Program or defeat protection methods used for preventing unauthorized use of or access to the Program.

1.4 CG will provide Licensee with passwords to permit access to the CG Site and the Program and to any other Third-Party Programs available at the CG site.

1.5 CG provides timely and persistent support/follow-up no matter where the cause.

2. Fees and Payments. CG agrees to provide the access and the Program as well as the necessary licenses to use other Third-Party Programs to Licensee for the Processing Fee set forth in signed and counter-signed order form. This fee is based upon the base level of service agreed upon and additionally requested services as set forth in CG proposals and order form. Any changes in the above areas may alter the Monthly Processing Fee. In the event that the estimated activity parameters set forth in the quotation and order form are exceeded by > 10%, CG may make an appropriate price adjustment on a semi-annual basis.

2.1 Payment for Services. Charges for the Application Service Provider (hereinafter referred to as “ASP”) Contract Guardian services provided under this Agreement will normally be invoiced quarterly in advance. All payments are due upon Licensee’s receipt of invoice.

2.2 Payment for Planning, Training and Installation. Licensee agrees to compensate CG for any Planning, Training, and Installation based upon the actual hours expended by CG employees; said amounts are estimated on the order form which may include pre-paid blocks of support hours. All payments are due within thirty (30) days of Licensee’s receipt of invoice.

2.3 Fee Changes. Fee Schedules which is described on the order form are fixed for the term of the Agreement unless usage parameters set forth on the order form are exceeded by > 10%.

2.4 Payment for Expenses. Licensee agrees to reimburse CG for all reasonable and necessary out of pocket expenses. Such expenses may include, but are not limited to, airfare, hotel, meals, media, telephone/modem charges, etc. Such expenses will be billed as incurred and shall be payable upon presentation of invoice.

2.5 Termination. Upon termination by CG the Licensee will have thirty (30) days to work out issues of payment.

3. Ownership of Program. The Program is copyrighted by Contract Guardian, Inc. as the author of the Program. The Licensee may not copy or otherwise reproduce the Program or any part of it except as expressly permitted in this Agreement, and the Licensee shall not remove any copyright notices or other proprietary notices from the Program. Nothing in this Agreement shall be construed to grant Licensee any ownership rights in the Program.

4. Data. All data pertaining to Licensee by or stored in the Program shall be and remain the property of Licensee. CG has exercised reasonable care for the protection of such data and shall maintain reasonable data integrity safeguards against the deletion or alteration of such data. CG will provide original data within 30 days if requested at termination. CG will then notify you once your data has been deleted.

5. Licensee Responsibilities.

(a) Licensee will obtain, and maintain, at its sole expense, equipment and appropriate telephone service, including server software, telecommunication software, security software and any other software or hardware that are necessary to operate and maintain Licensee’s connection with the CG Web Site and to operate interactively with the Program.

(b) Licensee is responsible for the accuracy and adequacy of the data which it submits or transmits for processing or storage, for the use of the output which it obtains, and for maintaining procedures external to the Program and any other Third-Party Programs for reconstruction of lost data, and for satisfying Licensee’s requirements for the accuracy of the output of the Program or any other Third-Party Programs.

(c) Upon the termination of this Agreement, CG may dispose of the Licensee’s information and existing data in a confidential manner it deems appropriate unless Licensee provides written instructions to CG, prior to such termination, for the disposition of such data at the Licensee’s expense and has paid all amounts due CG. Backup and transfer of such data will be made available free of charge during the life of the agreement and upon termination.

6. Non-Disclosure. Licensee agrees not to disclose or otherwise make available the Program or any other Third-Party Programs, in any form, to any person for any purpose other than is necessary to the Licensee’s use of the Program and/or other Third-Party Programs as authorized herein. Licensee is solely responsible for maintaining the confidentiality of its passwords.

7. Hiring of Employees. CG and Licensee agree not to hire employees away from the other party unless approved by the other party in writing. In the event that Licensee employs any of CG’s employees within 36 months of the contract date, Licensee agrees to pay CG 60% of the persons annualized salary. In the event that CG employs any of the Licensee employees within 36 months of the contract date, CG agrees to pay Licensee 60% of the persons annualized salary.

8. Term of this Agreement. This agreement and quote are based on a term of three years, beginning and commencing on the first of the month following – pro-rated for partial days beginning upon CG providing licensee with access. After the initial term, This Agreement will automatically renew for a one (1) year term on the anniversary until terminated. Pricing will remain as per attached quote for 3 years and then may increase thereafter. Notice of an increase should be provided 60 days prior to a year renewal. After the initial term, both parties may terminate for no cause with sixty (60) days’ notice prior to the auto renewal. CG may terminate this Agreement with thirty (30) days’ notice in the event that timely payment by Licensee is not made for any unreasonable business practices conducted by the Licensee.

9. Limited Warranty. CG warrants that its service will perform substantially as specified in the documentation. This warranty applies only to failures to meet the warranty that are reported to CG in writing within thirty (30) days after the date of the failure. Licensee will cooperate fully and provide such information as is necessary for CG to verify the failure. If any failure that is attributed to CG is not corrected within a reasonable period of time, CG’s sole obligation and Licensee’s exclusive remedy shall be the charges paid by the Licensee over the previous 12 months for the particular service affected by the failure and a credit will be issued to the Licensee.

NO OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO THE SERVICE. CG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS, WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUMES THE RISK OF SUCH OCCURRENCES. CG DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION OF MATERIALS ACCESSED BY USE OF THE SERVICE. LICENSEE IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY ITS PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE FOR THE RECONSTRUCTION OF ANY LOST DATA.

10. General. CG will hold all information that may be accessed by it in the course of business in the strictest of confidence. Continued use of the service constitutes continuing of these terms and conditions. Both parties will hold each other, their officers and directors and suppliers harmless against any liability, costs or damages arising out of claims or suits that are attributable to errors or omissions of the other party.

11. References. CG and their affiliates reserve the right to publish our Licensee’ company names in electronic and/or print publications. No other information will be published or disseminated in any form without prior written consent from our Licensees.

12. Taxes. All fees mentioned in this Agreement are exclusive of any State or local sales or use taxes, or any duties or assessments in the nature of sales or use taxes, all of which shall be the sole liability of and shall be paid by Licensee, unless otherwise required by applicable law.

13. Governing Law. This Agreement shall be governed by the laws of the State of Ohio.

14. Entire Agreement. Licensee and CG acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and conditions. Further, Licensee agrees that this Agreement is the complete and exclusive statement of the Agreement between the parties, which supersedes all other proposals or prior Agreements, oral or written, and all other communication between the parties relating to the subject matter of this Agreement.

15. SCHEDULE 1

Contract Guardian Software Program

I. Available Contract Guardian Software Functions Include:
a. Administrative (full rights) and Users as indicated on Order Form
b. Number of Contracts as indicated on Order Form and unlimited attachments
c. Unlimited contract types
d. Unlimited user defined fields
e. Unlimited locations
f. Unlimited contract templates
g. Unlimited standard documents
h. Multiple organizations
i. Work flow assignments (tasks)
j. Role based security
k. Notification center
l. Calendar view of assignments
m. Automatic email alerts and milestones
n. Full text search of all fields, agreements and attachments
o. Mobile interface
p. Autofill (Document Generation)
q. Risk Engine (Autoreviewer)
r. Configurable Dashboard
s. Contract Editing Power Grid
t. Two Factor Authentication
u. Document Retention Policies
v. Ad hoc reporting
i. Advanced filters
ii. Drag and drop
iii. Export Excel
w. Roles and permissions (security control)
x. Audit journal
y. Workflow Module (Optional)
z. Electronic Signature Interface Module (Optional)
II. Planning, Training and Installation:
a. Training Session Cost as Indicated on Order Form
b. Conversion Assistance To Be Determined
III. Data Center & Security
a. General features of the facility include
i. 12,000 Square Feet of Raised Floor
ii. Subfloor Cable Management and Power Distribution
iii. Conditioned AC Power
iv. 24/7/365 Network Operations Center Add
b. Security systems
i. Biometric fingerprint readers
ii. Card and pin access
iii. Combination lock access for cabinets
iv. 24/7/365 Video Surveillance
c. Environmental controls/redundancy
i. Redundant backup power via multiple UPSs and generators
ii. 2.4 MW generating capacity
iii. Multiple liebert CRAC units
iv. Controlled temperature and humidity via HVAC units
v. Clean agent fire suppression system
d. Internet/Access
i. Burstable up to 100 Mbps or more
ii. Diverse fiber entry points – OC-12 up to OC-192
iii. Internet network access options – DS-1, DS-3 or OC-X Connectivity
iv. Native LAN at 10 Mbps, 100 Mbps to Gbps Ethernet connectivity
v. ATM, FRAMEe relay ISDN (BRI, PRI)
vi. Redundant Internet with multiple tier 1 providers
vii. Multi carrier loop access – Cincinnati Bell, TW Telecom
viii. Metro Ethernet at 10 Mbps, 100 Mbps, 1 Gbps

e. Antivirus - Antivirus Service (“Antivirus Service”) provides customer with gateway virus, greyware, adware and spyware control and removal from its locations to and from the Internet. Antivirus Service utilizes signature and rule based blocking. The Antivirus Service operates bidirectionally and will detect and quarantine viruses, greyware and spyware traversing the security enforcement point. Antivirus Service protocols include POP3, SMTP, IMAP, HTTP, FTP and IM. Encrypted communications such as SSL, HTTPS, IPSec, L2TP etc. are not supported by the Antivirus Service. Antivirus compressed file filtering supports the following types - ZIP, RAR, and CAB.

f. Web filtering - Web Filtering (“Web Filtering”) Service provides customer with web client usage control from its locations to and from the Internet. The Web Filtering Service operates bidirectionally. The customer can select the categories of content they wish to allow for their web clients use. The Web Filtering service supports HTTP and HTTPS.

g. Firewall service - Firewall Service (“Firewall Service”) delivers granular “allow / deny” statements as it pertains to all network communications through our Security Enforcement Point. The Firewall Service operates bi-directionally. Firewall service provides Stateful Multi-Layered Inspection access control and enforcement. Firewall Service operates in a NAT / Route mode, providing additional anti-spoofing capabilities. Firewall Service supports custom rule sets for each location.

h. Intrusion prevention service - Intrusion Prevention Service (“Intrusion Prevention Service”) provides customer with signature and anomaly attack prevention to and from the Internet. The Intrusion Prevention Service operates bi-directionally. Intrusion Prevention Service includes features which prevent DoS/DDoS attacks. Intrusion Prevention Service supports a minimum of 80 protocols for common application attacks. Intrusion Prevention Service supports a minimum of 1900 attack anomalies. Service supports a minimum of 1900 attack signatures.

i. SSAE 16 – Peak 10 was among the first to complete a company-wide SSAE 16 audit. The SOC 1 audit report documents Peak 10’s system of controls and attests that those controls were suitably designed and operated effectively throughout the previous year. The scope of this report includes key aspects of Peak 10’s data center services including physical and logical security, environmental security, managed hosting, network services, monitoring, infrastructure change management, provisioning and support. Copies of their most recent report are available upon request.

j. High Availability – immediate failover with the Peak 10’s data centers

IV. Disaster Recovery, Backup and Archives – CG utilizes UCG Technologies service for disaster recovery, backup and recovery to two separate data centers. Data is AES-bit 256 encrypted during transmission and at rest.

ATTACHMENT 1

Service Level Provided

Contract Guardian, Inc. provides timely and persistent support/follow-up no matter where the cause. A support number and support email group account is provided for each client. Each email request is logged and the appropriate resource will be assigned. Email notifications go out 7X24 to every member of the support team.

Normal Primary Coverage Hours
8:30 AM – 5:30 PM EST
Severity Definition P1 Critical
Hardware of software problem resulting in service outage
P2 High
Hardware or software problem affecting Quality of Service
P2 Low
Hardware or software problem not affecting Quality of Service
Initial Contact Within 1 Hour Within 4 Hours Within 24 Hours
Status Update Every Hour to Client’s management team or individual Every Business Day to Client’s management team or individual Every 4 Business Days to Client’s management team or individual