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VPCI Purchase AgreementPCI 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. Proiect 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: VP CONSULTING, INC, an Oregon Corpora iq By: VICKI PAT LE, esident 5 - Purchase Agreement, BUYER: City of Ti By CRAIG~ROSSER, City Manager ?xhibit .A w P 2295 Coburg Rd., Ste. 203 Eugene, OR 97401 Bill To: Ship To: City of Tigard City of Tigard Invoice It: 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 MSSQL 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 ‘ FTP A, PCI, 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 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 7y I} 2295 Coburg Rd., Ste. 203 Eugene, OR 97401 Bill To: Ship To: City of Tigard City of Tigard Invoice #: TigardS3 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 J3roject 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 $5,120.00 8 Laserfiche Records Management EditionTraining $160.00 $1 ,280.00 8 Template, Folder, Security design for the Administrative Services $160.00 $1 ,280.00 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 1 ,020 Mileage 5 round-trips of 204 miles at $.505/mi $0.505 $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 Lxhibit 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 I . 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 or a single virtual operating system environment (the instance of the running Server Software shall be referred to as 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 may 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 term 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 failure 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 1 l . 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 art 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 1 , 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: Lasertche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. © Compulink Management Center, Inc. 2007