VPCI Purchase Agreement r1p C,
PURCHASE AGREEMENT
This agreement is made and entered into this 24th day of June, 2008 by and between:
VP Consulting, Inc , an Oregon Corporation
2295 Coburg Road, Suite 203
Eugene, OR 97401 herein referred to as "Seller";
And
City of Tigard herein referred to as "Buyer."
WITNESSETH
WHEREFORE, in consideration of the mutual covenants herein contained, and other
valuable consideration, the receipt of which is acknowledged, the parties agree as follows:
1. Agreement to Sell and Purchase: Seller hereby agrees to sell to Buyer, and Buyer agrees
to purchase from Seller those software products, services, maintenance agreements, and
upgrades, as more particularly described in VPCI Invoice numbers TigP1 mo andTigardS3
attached hereto as Exhibit "A" and incorporated by reference.
2. License Aqreement: It is specifically agreed and acknowledged that the software products
sold by Seller to Buyer as described in Section 1 hereinabove, are being sold subject to the
restrictions, duties and obligations of Seller pursuant to License Agreements with Compulink
Management Center, Inc. (Laserfiche Products), a copy of which is attached as Exhibit "B"
and incorporated by reference.. Buyer, by its execution of this agreement, agrees to fully
abide by the terms and conditions of such License Agreement, and further agrees to fully
indemnify, protect, and hold Seller harmless from any claims, suits, actions, liabilities,
damages (including all legal costs incurred by Seller) resulting from any violation by Buyer
under the terms thereof.
3. Purchase Price and Pavment: The purchase price for the software products being
purchased by Buyer from Seller are set forth in Invoice(s) Number TigP1 mo (Exhibit "A") and
shall be due and payable from Buyer to Seller as follows:
a. Buyer agrees to pay 50% of the total sum of the invoices, as set forth in Exhibit "A"
at the time the order is placed for the software;
b. Upon delivery and implementation of the software, pursuant to Exhibit "A," Buyer
shall pay the balance then owed, excluding the estimated services to deploy
Workflow, (which shall be paid upon completion of this specific aspect of this
project)as adjusted pursuant to the terms and conditions set forth herein;
c. It is acknowledged that certain items set forth in Exhibit "A" are based on Seller's
estimates, including the following:
i. Technical Service, including installation, design, and training at the rate of
$160.00 per hour; weekend rate is $225.00 per hour. Custom service
1 - Purchase Agreement,
agreements, with Escalated Support options, are to be negotiated, depending
on individual client needs;
ii Mileage at the rate of$ 505 per mile;
iii. Per diem (per person) at the rate of$225.00 per day; or to be negotiated.
d. It is agreed that the estimates for those items set forth in Exhibit "A" will not be
exceeded by Seller without prior written approval by Buyer. In the event that the
estimates are exceeded with approval of Buyer, then Buyer shall pay the
difference with the payment set forth in subsection (b) hereinabove. In the event
that the estimates are in excess of the actual hours or miles expended in
completion of the project, the Buyer shall either be credited said costs prior to
payment pursuant to subsection (b) hereinabove, or shall receive a refund
therefore
e. It is agreed that VPCI may need to adjust billable rates periodically, as well as
mileage and Per-Diem charges, as part of this Purchase Agreement.
f. This Purchase Agreement may be renewed each year.
4. Maintenance and Upgrade Fees: It is acknowledged that Exhibit "A" includes initial fees
for annual maintenance and upgrades for the software products sold to Buyer as more fully
described hereinabove With respect to such maintenance and upgrade fees, it is agreed as
follows:
a The sums payable by Buyer for maintenance and upgrades as described in Exhibit
"A" are in addition to being payable as set forth above, payable annually on the
anniversary of the purchase date;
b. Such sums may be subject to a price increase after payment for the initial year,
provided that, the price shall only be increased by Seller in the event that Seller's
costs therefore are increased by Compulink Management Center, Inc. or its
successor in interest.
c. Buyer shall have no legal obligation to continue paying for the maintenance and
upgrades, provided that, Seller makes no representation to Buyer regarding the
usefulness and effectiveness of the software products sold hereunder should
Buyer decline to renew the maintenance and upgrades described hereinabove.
5 Limitation: It is specifically acknowledged and agreed that all techniques, procedures and
methodologies used and implemented by Seller in the performance of its work under this
agreement are not included in the sale, and all intellectual property rights to such techniques,
procedures and methodologies shall be retained by Seller, or by such third parties with whom
Seller may contract with or have licenses through.
6. Independent Contractor: It is specifically acknowledged that Seller is an independent
contractor, and that no agent, employee, or subcontractor of Seller shall be deemed an
employee of Buyer, or be entitled to any compensation from Buyer except as specifically set
forth in this agreement
7. Prosect Manaqers. The initial Project Manager for Buyer shall be Nadine Robinson,
Administrative Services Manager. The initial Project Manager for Seller shall be Vicki Pattle.
Each party shall give the other written notification of any change in project manager. All
correspondence and notices related to this contract shall be directed to the project manager
2 - Purchase Agreement,
Yi
J
for the party to whom the correspondence or notice is intended. Whenever the contract
requires the consent of a party, the consent must be given in writing by the project manager
or the project manager's designee.
8. Confidentialitv Seller shall keep confidential all aspects of the work performed under this
contract, including but not limited to all communications regarding that work and all Buyer
data and information to which Seller obtains access in the course of performing services
under this agreement Seller shall limit internal access to information regarding work under
this contract to those members of Seller's own staff or subcontractors of Seller who are
directly involved in the work or otherwise have a need for access to the information. Unless
otherwise required by law, Seller shall not disclose the information to anyone other than the
Buyer's project manager and Seller's own staff and subcontractors without the Buyer's prior
written consent Seller shall ensure that all individuals and subcontractors engaged directly
or indirectly by Seller to provide services under this agreement are advised of and required to
comply with the forgoing confidentiality obligation.
9. Sharinq Information* Upon the Buyer's written request and authorization, Seller shall
share any project information designated by the Buyer and shall fully cooperate with all
corporations, firms, contractors, governmental entities, and persons involved in or associated
with the project and designated by the Buyer in the request. Seller shall not communicate
with representatives of any of the news media regarding work under this contract; any
communications with news media representatives regarding this contract shall be exclusively
through the Buyer.
10. Commitment and Completion: It is agreed that Seller shall commence work within 14
days of receipt by Seller from Buyer of a written authorization to proceed and shall be
completed pursuant to Exhibit "A." Notwithstanding such schedules, it is acknowledged that
delays resulting from any acts or omissions of Buyer, or circumstances beyond the control of
Seller, including, but not limited to acts of war or terror, natural disasters, material shortages,
and acts of God, shall not be deemed a breach of this agreement.
11. Insurance- At all times during the term of this agreement, Seller shall maintain insurance
policies through companies licensed to do business in the State of Oregon, as follows:
a Seller shall maintain occurrence for commercial general liability and automobile
liability insurance which shall include personal injury, bodily injury, including death,
and broad form property damage including loss of use of property, occurring in the
course of or in any way related to Seller's operations, in an amount not less than
$1,000,000 combined single limits per occurrence;
b. Seller shall maintain Workers' Compensation and Employer's liability for all
consultants' employees who are subject to Oregon's Worker's Compensation
statute either as a carrier-insured employer or as a self-insured employer as
provided by ORS 656.407.
c Seller shall maintain professional errors and omissions liability insurance for the
protection of the Seller and its employees and subcontractors, insuring against
losses arising out of or resulting from their professional acts, omissions, activities
or services, in an amount not less than $1,000,000 per claim;
d. At the request of Buyer, Seller shall furnish the Buyer with certificates evidencing
the date, amount, and type of insurance required by this contract.
12. Warrantv and Limitations: Except as otherwise set forth herein, Seller's warranty is
3 - Purchase Agreement,
specifically limited to successful completion of installation and operation of Laserfiche
software program with respect to scanning and capturing documents of Buyer as provided in
Exhibit "A", and that, except as may be available through CompuLink Management Center,
Inc., Seller gives no other warranties, express or implied. In the event the software is unable
to perform as warranted by Seller within 30 days of completion of installation, Buyer shall be
entitled to a full refund of the purchase price.
It is specifically acknowledged and agreed that Seller's warranty is limited and shall not apply
to performance by the Seller under this agreement of specifications other than those
specifically warranted above, such exclusions to include, but are not limited to: 1) the
integration of the system to be installed by Seller with existing software of Buyer; and 2) the
importation of documents into the system, due to the fact Seller currently has insufficient
knowledge of the documentation and data.
In addition, said warranties shall not apply:
a. To the extent of any problems encountered with the integration of external
databases with the software installation;
b To the extent of any problems encountered as a result of the failure of the Buyer to
install and configure the hardware necessary to operate the software in
accordance with the hardware specifications previously provided by the Seller; or
c. To the extent of any problems encountered as a result of the failure of the Buyer's
computing equipment, servers, networks or operating systems.
In no event shall Seller be responsible to Buyer for incidental, special, or consequential
damages arising from business interruption or lost profits suffered by Buyer or any third party
arising out of the breach of any warranty provided herein.
13. Finance Charges. In the event Buyer fails to make any payment when due, Buyer shall
pay a late charge equal to 5% of the delinquent payment, together with interest thereon at the
rate of 1% per month from that date thirty (30) days after the due date of any payment, until
paid.
14. Attornev's Fees In case suit, action, or arbitration is instituted to enforce or rescind any
of the rights or provisions expressed in this agreement, the party not prevailing agrees to pay
the prevailing party's costs and disbursements related to said proceedings and such sums as
the court or arbitrator, may adjudge reasonable for the attorney's fees at trial or appeal of
said suit or action
15. Governing Law This agreement shall be governed and construed under the laws of the
State of Oregon
16. Severabilitv If any provision of this-agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this agreement.
17. Complete Agreement: This represents the complete and final agreement of the parties
regarding the purchase and sale of software products and other services to be rendered by
Seller on behalf of Buyer and supersedes and replaces any oral or written agreements
heretofore made Any modification to this agreement shall only be valid if in writing and
signed by the parties hereto.
4 - Purchase Agreement,
SELLER: BUYER:
VP CONSULTING, INC , an Oregon City of Ti
Corpora ti n
By: By _ .
VICKI PAT"LE, sident �/27/Q� CRAIG4ROSSER, City Manager
U
5 - Purchase Agreement,
I xhibit A
i"
2295 Coburg Rd., Ste. 203
Eugene, OR 97401
Bill To: Ship To:
City of Tigard City of Tigard Invoice #: TigP1 mo
13125 Sw Tigard 13125 SW Hall BL
Bldg Division Tigard, OR 97223
Tigard, OR 97223
SALESPERSON P.O. # SHIP VIA SHIP DATE TERMS DATE PG.
Jim King Net 30 5/9/2008 1
QTY. DESCRIPTION PRICE DISC °/ Total
1 Laserfiche Records Management Edition Server- The core of the $25,000.00 $25,000.00
Laserfiche solution resides on a server with Microsoft Server 2000
(or later) network operating system, includes DoD5015.2 certified
records management capability.
1 Laserfiche RME Server for MSSOL Annual Software Maintenance, $350.00 $350.00
includes free software upgrades during the year,does not include
software installation.'NOTE, Budget item to be renewed each year
on the anniversary date of purchase.Prorated FOR 1 OF 13
MONTHS
3 Laserfiche Full Feature License -full feature licensed clients are able $750.00 $2,250.00
to browse, search, read, print, email, scan, append pages, re-order
pages, create/remove annotations and add/remove redactions to
documents in the repository.
3 Laserfiche Full Feature License Annual Software Maintenance, $12.50 $37.50
includes free software upgrades during the year,does not include
software installation'NOTE, Budget item to be renewed each year
on the anniversary date of purchase.Prorated FOR 1 OF 13
MONTHS.
1 Laserfiche WebLink - enables "Read Only" access to the Laserfiche $7,995.00 $7,995.00
repository through an Internet/Intranet connection. The WebLink
connection is through Internet Explorer, Firefox, or other web
browser software and requires Retrieval licenses.
1 Laserfiche WebLink Annual Software Maintenance, includes free $132.50 $132.50
software upgrades during the year, does not include software
installation. 'NOTE, Budget item to be renewed each year on the
anniversary date of purchase. Prorated FOR 1 OF 13 MONTHS
5 Laserfiche Retrieval License - read-only licensed clients are able to $300.00 100%
browse, search, read, print, and e-mail documents in the repository.
Quote valid 20 days due to prorated support SALE AMT.
FREIGHT
SALES TAX
TOTAL AMT.
An interest rate of 18% will be applied to all past due balances over 30 days PAID TODAY
BALANCE DUE
PCS''
2295 Coburg Rd., Ste, 203
Eugene, OR 97401
Bill To: Ship To:
City of Tigard City of Tigard Invoice #: TigP1 mo
13125 Sw Tigard 13125 SW Hall BL
Bldg Division Tigard, OR 97223
Tigard, OR 97223
SALESPERSON p,01 # SHIP VIA SHIP DATE TERMS DATE PG.
Jim King Net 30 5/9/2008 2
QTY. DESCRIPTION PRICE DISC °/ Total
5 Laserfiche Retrieval User License Annual Software Maintenance, $5.00 $25.00
includes free software upgrades during the year, does not include
software installation'NOTEBudget item to be renewed each year on
the anniversary date of purchase.Prorated FOR 1 OF 13 MONTHS
1 Laserfiche Workflow Module for routing documents and folders $15,000.00 $15,000.00
based upon template changes (includes 10 Workflow users)
1 Laserfiche Workflow Annual Software Maintenance, includes free $250.00 $250.00
software upgrades during the year, does not include software
installation. "NOTE, Budget item to be renewed each year on the
anniversary date of purchase.Prorated FOR 1 OF 13 MONTHS
Quote valid 20 days due to prorated support SALE AMT. $51 ,040.00
FREIGHT $0.00
SALES TAX $0.00
TOTAL AMT. $51 ,040.00
An interest rate of 18% will be applied to all past due balances over 30 days PAID TODAY $0.00
BALANCE DUE $51 ,040.00
PC,
2295 Coburg Rd., Ste. 203
Eugene, OR 97401
Bill To: Ship To:
City of Tigard City of Tigard Invoice #: TigarcIS3
13125 Sw Tigard 13125 SW Hall BL
Bldg Division Tigard, OR 97223
Tigard, OR 97223
SALESPERSON P.O. # SHIP VIA SHIP DATE TERMS DATE PG.
Jim King Net 30 5/9/2008 1
QTY. DESCRIPTION PRICE DISC °/ Total
1 Project Managerment $6,000.00 $6,000.00
Workshop registrations - 3 at $1575 included, NOTE' Does not
include Per-Diem or lodging.
1 Contract Management $500.00 $500.00
1 Laserfiche Technical Service - Installation and configuration of the $1 ,800.00 $1 ,800.00
Laserfiche server
1 Laserfiche Technical Service - Installation and configure one scan $160.00 $160.00
station Note: please review minimum workstation specifications. 2
GB RAM requirement for VRS workstations.
32 Consulting - Record Series Design $160.00 $53120.00
8 Laserfiche Records Management EditionTraining $160.00 $13280.00
8 Template, Folder, Security design for the Administrative Services $160.00 $13280.00
Department
8 Laserfiche Training - User and Scanner operator training $160.00 $1 ,280.00
2 Laserfiche Training - Administrative console -for IT $160.00 $320.00
1 Consulting - Workflow Installation and Configuration for Council $500.00 $500.00
Agenda Routing and Approval Project
4 Laserfiche Training - Workflow Admin and User $160.00 $640.00
15 Per Diem - 15 days - Phase 1 ends June 30 2008 $225.00 $3,375.00
11020 Mileage 5 round-trips of 204 miles at $.505/mi $0.50E $515. 10
Preliminary Quote SALE AMT. $22,770.10
FREIGHT $0.00
SALES TAX $0.00
TOTAL AMT. $22,770.10
An interest rate of 18% will be applied to all past due balances over 30 days PAID TODAY $0.00
BALANCE DUE $22,770.10
:xhibit B
LASERFICHE SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("License Agreement') is made between Compulink Management
Center, Inc., a California corporation doing business as Laserfiche and whose principal place of business
is in Long Beach, California ("Laserfiche"), and the party (referred to as the "Licensee"), who has
lawfully acquired the Software.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR
USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE
AGREEMENT, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO
NOT AGREE, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION
AND, IF APPLICABLE, RETURN IT TO YOUR SUPPLIER FOR A FULL REFUND.
RECITALS
A. Laserfiche has developed certain document imaging and management software programs which
it markets under the trademark Laserfiche® ("Software").
B. The Software constitutes valuable proprietary products and trade secrets of Laserfiche
embodying substantial creative efforts and confidential information, ideas, and expressions. Laserfiche
has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims
copyrights and proprietary trade secrets in the Software.
C. Licensee understands that the Software is compatible only with certain types of computers and
operating systems and that Licensee is responsible for assuring the compatibility between its computer
systems, its software solutions, if any, and the Software.
THEREFORE, in consideration of the premises and covenants contained this License Agreement,
Laserfiche and Licensee agree as follows:
TERMS OF LICENSE AGREEMENT
1 . Grant of License. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to
use all of the Software purchased by Licensee. The Software includes, without limitation express or
implied, some or all of the following types of software: (a) "Server Software" that provides document
management services to other programs, and "Client Software" that allows a computer or workstation to
access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates
on a single computer; and (c) "Plug-in Software Modules" that can be added to the previously mentioned
Software packages.
Licensee may install one copy of the Server Software to a single physical ora single virtual operating
system environment (the instance of the running Server Software shall be referred to as the "Server")-
The
Server").The maximum number of logged in Server sessions by Client Software programs that can concurrently
access the Server (referred to as "User Connections") is equal to the number of User Licenses that
Licensee has acquired and designated for use exclusively with that Server. Separate User Licenses are
required for User Connections capable of modifying a repository governed by the Server (referred to as
"Full User Licenses") and for User Connections capable of only read-only access (referred to as
"Retrieval Licenses").
The number of authorized Full User and Retrieval Licenses is shown in the Licensing File
accompanying the Software. If Licensee desires to increase the number of concurrent User Connections,
Licensee must acquire additional User Licenses. Hardware or software 'nay not be used to reduce the
number of User Connections required to access or otherwise utilize Server services (sometimes called
"multiplexing").
2. Ownership of Software. Laserfiche shall retain ownership of, and title to, the Software and
Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms
described in this License Agreement, and the Licensee acquires no other rights.
3. Protection of Software. During the term of this License Agreement and for a period of seven years
thereafter, Licensee shall not directly or indirectly, alone or in conjunction with any other person or
company, (a) attempt to write or develop software in order to discover the source code and/or the trade
secrets contained in the source code; or (b) utilize the Software, Documentation, or Laserfiche's trade
secrets or confidential information, either directly or indirectly, to sell, market or distribute any software
product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's
trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other
person or company in selling, marketing or distributing any software product which competes with the
Software; or (d) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential
information, directly or indirectly, to convert, or to assist, advise or consult with any other person or
company to convert, any end user of the Software to a software product which competes with the
Software; or (e) shall not seek to discover Laserfiche's trade secrets or confidential information by
reverse engineering, decompiling, disassembling, copying or any other technique. Licensee shall not
directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in
the Software claimed by Laserfiche. The software source code and the trade secrets therein are not
licensed to Licensee, and all modifications, additions, or deletions are strictly prohibited.
4. Other Restrictions on Use. Except as expressly authorized in this License Agreement, Licensee shall
not rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or timeshare with any
other person the Software or Documentation or any right granted by this License. All other uses of the
Licensed Software, including, without limitation, use in the business of an Application Service Provider
(ASP), or transferring, copying or other dissemination of the Licensed Software, are strictly prohibited.
5. Term and Termination. This License Agreement shall commence and terminate as follows:
A. The tern of this Agreement shall commence upon Licensee's acceptance of this License
Agreement and continue until terminated as provided in this License Agreement. Laserfiche may
terminate this License Agreement for cause immediately following a breach of this License. Laserfiche
may also terminate this License Agreement if (i) Licensee violates, infringes or compromises any
trademark, copyright, patent or Trade Secret of Laserfiche, or interferes with any relationship between
Laserfiche and any of its other Licensees or End Users of the Software; or (ii) Licensee's license to use
its Software has been terminated.
B. Upon termination of this License Agreement, Licensee shall immediately cease all use of the
Software and the Documentation and return to Laserfiche all versions and copies of the Software and the
Documentation . Licensee shall remove and uninstall all such programs and materials from all hard
drives and other devices on which the Software or the Documentation may be found.
C. The termination of this License Agreement shall not terminate Licensee's obligations under
this License Agreement, nor shall it release Licensee from the obligation to pay any monies that it may
owe Laserfiche or operate to discharge any liability that Licensee incurs before termination.
6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED
TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP
FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION.
DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH
A COPY OF THE RECEIPT TO LASERFICHE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, LASERFICHE PROVIDES THE SOFTWARE TO LICENSEE "AS IS" AND
WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LASERFICHE DOES
NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE
OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT
INTERRUPTION .
7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE
OR ITS RESELLERS, AGENTS, EMPLOYEES, CONSULTANTS, AND SUPPLIERS
(COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO LICENSEE OR ANY THIRD PARTIES
FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA, OR THE COST
OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS BY
ANY PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS
OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH
DAMAGES OR CLAIMS . NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS
REPRESENTATIVES UNDER THIS LICENSE AGREEMENT MORE THAN ONE YEAR AFTER
LICENSEE KNEW OR SHOULD HAVE KNOWN OF THE FACTS WHICH GAVE RISE TO THE
CAUSE OF ACTION .
8. DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE FOR WHICH
LASERFICHE IS LIABLE, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF
WARRANTY, OR CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON
ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE ACTUAL
AMOUNT LICENSEE PAID FOR THE SOFTWARE.
9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by
United States copyright laws and international treaty provisions. Licensee must treat the Software and
Documentation like any other copyrighted material except Licensee may install the Software and the
Documentation as expressly authorized by this License Agreement and may retain the original solely for
backup or archival purposes. Licensee may not copy the Documentation.
10. Nonwaiver. No h1iILire to exercise or delay in exercising any right, power, or privilege under this
License Agreement on the part of either party shall operate as a waiver of any right, power, or privilege
under this License Agreement. No single or partial exercise of any right, power, or privilege under this
License Agreement shall preclude further exercise thereof.
11 . Severability. If any part of this License Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, that part shall be severed from this License Agreement and
shall be deemed to have never been a part of this License Agreement and shall not affect the validity of
the remainder of this License Agreement.
12. Jurisdiction and Venue. This agreement will be governed and construed by the laws of the state
where Licensee is located . The headings are for convenience only and are not to be used to interpret this
Agreement. All disputes between Licensee and Laserfiche shall be litigated in the state and federal courts
located in the state where Licensee is located.
13 . Entire Agreement. This License Agreement is the complete and exclusive statement of the mutual
understanding of the parties, and supersedes and cancels all previous written and oral agreements and
communications relating to the subject mater of this License Agreement. No course of performance,
course of dealing, or usage of trade shall override the written terms of this License Agreement.
14. Limitation on Actions. No action or proceeding based on this License Agreement or arising out of
its performance or breach shall be instituted by Licensee more than one year after the cause of action has
accrued. Licensee waives the benefit of any statute of limitations which specifies a period longer than
one year for tiling an action.
15. U.S. Government Restricted Rights Notice. All software products provided to the United States
Government pursuant to solicitations issued prior to December 1 , 1995, are subject to restrictions as set
forth in FAR, 48 CFR 52 .227- 14 (June 1987) or FAR, 48 CFR 252.227-7013 (October 1988), as
applicable. All software products provided to the United States Government pursuant to solicitations
issued on or after December I , 1995 are provided with the commercial rights and restrictions described in
this License Agreement. Contractor/Manufacturer is Laserfiche, a division of Compulink Management
Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807.
16. Export Restrictions. The Software is subject to United States export jurisdiction. Licensee shall
comply with all applicable federal and international laws and regulations, including U.S. Export
Administration Regulations, as well as end-user, end-use and destination restrictions issued by the United
States and other governments.
17. Captions. The captions used on this License Agreement are for convenience only and shall not be a
part of this License Agreement.
Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any
reason, please write: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U . S.A.
0 Compulink Management Center, Inc. 2007