HomeMy WebLinkAboutCAG2001-0443 - Original - Optio Software, Inc. - Purchase & License of Document Customization Server - 03/29/2001 OPTIO SOFTWARE,INC.
MASTER LICENSE AGREEMENT
THIS MASTER LICENSE AGREEMENT ("Agreement") between Optio Software,Inc. ("Optio").'a
Georgia corporation, and the Licensee identified below consists of this Part One: Variable Terms,and the
attached Part Two: General Terms and Conditions,and the attachments as indicated below.
NOW THEREFORE, in consideration of the background, the covenants herein contained, and
intending to be legally bound hereby,the parties agree as follows:
PART ONE: VARIABLE TERMS
1. Parties
Optio Software,Inc.("Optio") City of Kent ("Licensee)
Optio Software,Inc. City of Kent
3015 Windward Plaza 400 W.Gowe, Suite 314
Alpharetta,GA 30005 Kent, WA 98032
Contact: Mindy Weintraub Contact: Sue Lester
Telephone: 770-576-3500 Telephone: ( )
Facsimile: 770-576-3649 Facsimile: ( )
2. Software Fees
2.1 Total fees payable under this Agreement for Licensed Software and related services as
indicated on the attached Sales Agreement(s) are $54,280.00, exclusive of applicable taxes and shipping
charges. Fees are payable as follows: The total contract fees for the Licensed Software and Maintenance
will be due on the date of execution of the attached Sales Agreement. Fees for professional services
rendered hereunder will be due net thirty (30) days of invoicing for said services. If Optio becomes
entitled to terminate this Agreement for any reason, any sums then due to Optio will immediately become
payable in full. Terms on Licensee's purchase order will not override Optio's Sales Agreement.
Optio Software,Inc. 1 MLA
PART TWO:
GENERAL TERMS AND CONDITIONS
TO THE MASTER LICENSE AGREEMENT
LICENSE GENERAL TERMS AND CONDITIONS SHALL GOVERN ALL MATTERS WITH
RESPECT TO LICENSEE'S USE OF THE SOFTWARE IDENTIFIED IN PART ONE OF THIS
MASTER LICENSE AGREEMENT.
1. DEFIPIITIONS:
AFFILIATED ENTITIES: Any entity under common control and ownership of the Licensee, such
common control and ownership being defined as the direct or beneficial ownership of a voting interest of
at least fifty percent(50%)or the right or power,directly or indirectly,to elect a majority of the Board of
Directors,or the right or power to control management.
CONFIDENTIAL INFORMATION: Certain confidential technical and business information, including
without limitation,business plans and interests,the Licensed Software and associated documentation.
DISCLOSER: The party disclosing Confidential Information.
LICENSED SOFTWARE: The computer programming object code for the Licensed Software identified
in each Sales Agreement attached to this Agreement, any software updates, the media in which the
Licensed Software are delivered,and the associated documentation.
RECIPIENT: The party receiving Confidential Information.
DESIGNATED SYSTEM: A computer system as identified by a serial number or system number or
other identification as may be used by the manufacturer, which is within the possession and control of
Licensee and identified on the attached Sales Agreement.
2. GRANT OF LICENSE
2.1 Licensed Software. Subject to the terms and conditions hereof,Optio hereby grants to the
Licensee, and Licensee hereby accepts, a perpetual, non-exclusive, non-transferable license to use the
Licensed Software and the proprietary rights embodied therein, as designated on the Sales Agreement.
Licensee shall use the Licensed Software only in Licensee's internal business operations including
Affiliated Entities that control or are controlled by Licensee, and Licensee shall not permit the Licensed
Software to be used for the benefit of third parties, including without limitation, use as part of a service
bureau. The license granted hereunder for any Licensed Software shall terminate immediately in the
event that any Licensed Software is installed or run on any other system or the Designated System for
such Licensed Software ceases to be within the possession and control of the Licensee.
Licensee shall not have the right to relicense or sell the Licensed Software or to transfer or assign the
Licensed Software,except as expressly provided herein.
2.2 Ownership. Optio retains all title, copyright and other proprietary rights in the Licensed
Software. Licensee does not acquire any rights, express or implied, other than those specified in this
Agreement. Licensee agrees to secure and protect the Licensed Software in a manner consistent with
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maintaining Optio's rights therein and to take appropriate action by instruction or agreement with its
employees or agents who are permitted access to same to satisfy these obligations.
2.3 Copying. Except for purposes of creating a reasonable number of back-up copies, the
amount of which will be determined by Optio, Licensee shall not copy, duplicate, or print the Licensed
Software, in whole or in part,without the prior written consent of Optio,which shall not be unreasonably
withheld.
2.4 Modification; Disassembly. Licensee shall not modify, disassemble, decompile, reverse
engineer or otherwise attempt to derive source code from the Licensed Software for any purpose.
However, Licensee may request in writing to Optio to modify the Licensed Software only in order to
adapt the Licensed Software for use in the ordinary business activities for the Licensee provided however,
Optio maintenance and support and warranty obligations set forth in Section 4.1 of Part Two of this
Master License Agreement shall apply only to the unmodified Licensed Software and corrections,
enhancements,updates and new versions relating thereto.
2.5 Proprietary Notices. Licensee shall not alter, change or remove any proprietary notices or
confidentiality legends placed on or contained within the Licensed Software. Licensee shall include such
notices and legends as Optio may prescribe from time to time in all copies of any part of the Licensed
Software made pursuant to this Agreement.
2.6 Notice of Infringement; Misappropriation. In the event that either party becomes aware of
any action that may infringe or misappropriate the proprietary rights of the other party, such party shall
promptly notify the other party of such action.
2.7 Transfer. In instances where a hardware failure has occurred,Licensee may submit a
written request for a replacement key. Optio will provide replacement keys upon such request from
Licensees with valid paid maintenance contracts, upon payment of a transfer fee, if any.
3. CONFIDENTIALITY AND MUTUAL NONDISCLOSURE
3.1 Pursuant to this Agreement, each party may, from time to time, furnish the other party
with certain Confidential Information. The parties agree to hold each other's Confidential Information in
confidence at least to the same extent that it protects its own similar Confidential Information and will
take all reasonable precautions consistent with generally accepted standards in the data processing
industry to safeguard the confidentiality of the Licensed Software. Each party agrees to take all
reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or
agents in violation of this Agreement. The disclosure of Discloser's Confidential Information does not
grant to the Recipient any license or rights to any trade secrets or under any patents or copyrights, except
as expressly provided by the licenses granted in this Agreement.
3.2 Nothing herein shall limit either party's use or dissemination of information or data, (i)
which has properly been made public,(ii)which is in the public domain, (iii)which was revealed to others
on a non-confidential basis,(iv)pursuant to the direction of any court,or(v)which by its content and nature
would not reasonably be construed to be confidential by either party unless one party specifically requests
the other party in writing to protect the confidentiality of specific information.
3.3 The parties agree that a breach of the confidentiality obligations by Recipient shall cause
immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in
addition to all other remedies and damages.
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4. WARRANTIES AND LMTATIONS OF LIABILITY
4.1 Limited Warranty for the Licensed Software. Optio warrants that it possesses all rights and
interests in the Licensed Software necessary to enter into this Agreement. Further, for a period of ninety
(90)days from the date of execution of this Agreement,Optio warrants that the Licensed Software(i)will
conform with all material operational features and performance characteristics as described in the then
current documentation supplied by Optio, and(ii)will be free of errors and defects that materially affect
the performance of such functionality; provided, however, that (a) the Licensed Software is installed,
implemented, and operated in accordance with all written instructions supplied by Optio, (b) Licensee
notifies Optio in writing of any nonconformity, error, or defect within ten (10) days of the appearance
thereof, and (c) Licensee has promptly and properly installed all corrections and updates made available
by Optio to Licensee. If Licensee notifies Optio in writing in a timely manner of any such
nonconformity, error,or defect, Optio shall at its sole and exclusive option repair or replace the Licensed
Software. OPTIO DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET
LICENSEE'S REQUIREMENTS, THAT THE LICENSED SOFTWARE WILL OPERATE IN THE
COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, THAT THE OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL
LICENSED SOFTWARE ERRORS WILL BE CORRECTED.
4.2 Exclusions of Implied Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS
LICENSE AGREEMENT, OPTIO MAKES AND LICENSEE RECEIVES NO FURTHER
WARRANTY, EXPRESSED OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
OPTIO SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE STATED
LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF OPTIO FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR
PERFORMANCE OF THE LICENSED PRODUCT(S).
4.3 Warranty Exclusions. Notwithstanding any other provisions of this Agreement,the limited
warranty provided in Section 4.1 shall not apply to non-conformities, errors,or defects due to any of the
following: (a)misuse of the Licensed Software,(b)modification of the Licensed Software, by a party
other than Optio, (c)failure by Licensee to utilize compatible computer and networking hardware and
software,or(d)interaction with software or firmware not provided by Optio.
4.4 Infringement Indemnification. Optio, at its own expense, shall defend, indemnify, and hold
Licensee harmless for any action to the extent that it is based on (a) the lack of right or authority to
license the Licensed Software, or (b) infringement of any copyrights, trade secrets, or patents known to
Optio as a result of Licensee's use or distribution of an unmodified copy of the Licensed Software
provided that Optio is immediately notified in writing of such suit or claim, and further provided that
Licensee permits Optio to defend,compromise,or settle same,and provides all available information and
reasonable assistance to enable Optio to do so. However, Optio shall have no liability for any claims of
infringement to the extent that such claims result from the use of the Licensed Software in conjunction
with non-Optio software or other non-Optio products or upon a use of the Licensed Software in a manner
not contemplated by the System Reference Guide(s). Nothing in this provision shall be construed as a
limitation on Licensee's ability to retain legal counsel at its own expense to monitor the proceedings.The
foregoing is exclusive and states the entire liability of Optio with respect to infringements or
misappropriation of any proprietary rights by the Licensed Software.
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4.5 Limitation of Liability. WITH EXCEPTION OF INDEMNITY FOR INFRINGEMENT AS
STATED IN PARAGRAPH 4.4, OPTIO'S ENTIRE LIABILITY FOR MONETARY DAMAGES
ARISING OUT OF THIS AGREEMENT AND/OR THE LICENSING OF THE LICENSED
SOFTWARE SHALL BE LIMITED TO LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER
THIS AGREEMENT. IN NO EVENT SHALL OPTIO BE LIABLE TO LICENSEE UNDER THEORY
INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS
LIABILITY) FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTED GOODS AND
SERVICES, DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OF COMPUTER
HARDWARE, DOWNTIME, LOSS OF GOODWILL, LOSS OF BUSINESS OR COMPUTER
HARDWARE MALFUNCTION, EVEN IF OPTIO HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE LIMITATION CONTAINED IN THIS SECTION DOES NOT APPLY TO CLAIMS
FOR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW MAY PROHIBIT LIMITATION
OF LIABILITY FOR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION
OR LIMITATION ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.
4.6 Limitation on Actions. No action, regardless of form, arising out of or relating to this
Agreement may be brought by either party more than one year after the cause of action has accrued or
after the claiming party knew or should have known of the cause of action.
5. MAINTENANCE AND SUPPORT
5.1 Maintenance and Support. The maintenance fees stated on the Sales Agreement of the
Master License Agreement includes maintenance and support for the Licensed Software that are
specifically licensed by Licensee. The following services are included with maintenance and support: (i)
enhancements and designated updates to the Licensed Software to correct the applicable release(s) of
Licensed Software listed in the Sales Agreement; (ii) the opportunity to contribute enhancement
suggestions to Optio's product development efforts; (iii) phone support by Optio for fixes and
workarounds; and (iv) access to Optio's applications and technical specialists (subject to the payment of
additional charges as described below).
Optio shall only be obligated to provide support if Licensee has paid the applicable support fees and
provided Optio with all the information, documentation,technical assistance and access to the computing
device on which the Product is installed and any other equipment and personnel necessary to assist Optio.
Licensee shall pay Optio, at Optio's then current hourly rates, for Optio's services in responding to a
Licensee report of an error, malfunction, or defect, if: (a) such error, malfunction, or defect does not
exist, (b) Licensee does not assist Optio as required, including providing Optio trained or certified staff,
(c)the Licensed Software is not used in accordance with the Documentation,or(d)the error,malfunction,
or defect is not caused by the Licensed Software. Billing for annual maintenance/support services will
automatically occur every twelve(12)months,at the then-current fees specified by Optio.
5.2 Maintenance Term. Upon the execution of this Agreement, Licensee's maintenance and
support for the Licensed Software begins immediately and Licensee shall begin to pay the annual
maintenance and support fee(s). Payment of the annual maintenance and support fee(s)entitles Licensee
to receive maintenance and support as provided for herein and on the Standard Maintenance Service
Agreement, attached hereto as Exhibit A. Failure to pay the annual maintenance and support fee(s) as it
becomes due shall result in the termination of maintenance and support services by Optio and Licensee
Optio Software, Inc. 5 MLA
will be required to pay a reinitiation fee, in addition to the then-current maintenance and support fee(s), in
order to reestablish its maintenance and support services.
5.3 License Key. Upon delivery of the Licensed Software Licensee will be given a temporary
license key which will be operational for sixty(60) days. Upon payment in full in accordance with the
terms of Part One of this Master License Agreement,Licensee will be given a permanent key. If payment
is not received in full by the time the temporary license key expires, the software will not function until
Licensee is given the permanent license key.
6. OPTIONAL PROFESSIONAL SERVICE FEE
6.1 Consulting. Licensee may purchase application training and professional technical services
at Optio's current daily rates, or as outlined in the Sales Agreement. Sales Agreement rates will remain
fixed for one (1) year from the date of this Agreement. Following the initial one (1) year period, then-
current prices, terms, and conditions shall apply. The Licensee agrees to pay the charges for these
services, including one-waX billable travel time, overtime and reasonable actual expenses, in accordance
with Optio's travel and accommodation policies.
6.2 Changes to Schedule. Licensee may move the scheduled service time if Licensee notifies
Optio in writing ten (10) business days prior to the scheduled service. Licensee may not cancel service
and receive a refund of unused training/service, however the Licensee may reschedule the time at a later
date at the same rates that were purchased.
6.3 Daily Rate. ("Rates") shall refer to a standard eight(8)hour work day. Additional hours
beyond eight (8) per day, and partial workdays, to the extent material in the context of this Agreement,
shall be calculated at an hourly rate determined by dividing the Rate by eight (8). Overtime Rates for
week end and holiday work will be double the Rate.
7. TERM;TERMINATION
7.1 Term. The license term and Agreement shall commence immediately and become effective
upon acceptance and execution by Licensee and approval and execution by Optio, and shall continue in
perpetuity unless sooner terminated as provided herein.
7.2 Termination. In the event that either party defaults in any material obligation of this
Agreement, the other party may give written notice of the default and its desire to terminate, and if such
default is capable of cure and the party in default fails to cure the default within thirty (30) days of the
notice,the other party shall have the right to terminate this Agreement.
7.3 Effect of Termination. Upon termination of this Agreement for whatever reason, the license
granted under this Agreement to use the Licensed Software is immediately revoked. Within five (5)
business days after the termination of this Agreement for whatever reason,Licensee shall return to Optio all
Licensed Software including, but not limited to, all originals and copies of the Licensed Software, updates
and user manuals in Licensee's possession. In the alternative,upon request of Optio,Licensee shall destroy
all such copies of the Licensed Software, updates and user manuals and supply Optio with documentation
certifying destruction. TERMINATION SHALL NOT RELIEVE THE LICENSEE AND AUTHORIZED
USERS OF THEIR OBLIGATIONS REGARDING THE CONFIDENTIALITY OF ANY ITEMS
OUTLINED IN SECTION THREE(3)ABOVE.
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8. GENERAL
8.1 Survivability. All terms and provisions of this Agreement which contemplate
performance subsequent to the termination of this Agreement (including, but not limited to, Sections 3
and 4)shall survive such termination and continue in full force and effect.
8.2 Severability. If any provision of this Agreement is determined in any proceeding binding
upon the parties to be invalid or unenforceable, that provision shall be deemed severed from the
remainder of this Agreement, and the remaining provisions of this Agreement shall continue in full force
and effect.
8.3 Applicable Law. This Agreement shall be governed and construed in all respects in
accordance with the laws of the State of Georgia without respect to conflict of laws in Georgia. The
parties agree that this Agreement is not subject to and shall not be interpreted by the United Nations
Convention on Contracts for the International Sale of Goods.
8.4 Attorney's Fees. In the event it shall become necessary to enforce this Agreement in a court
of law,the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.
8.5 Assignment. Except as provided in this Section, this Agreement may not be assigned by
either party and any attempted assignment which does not adhere to these provisions shall be void.
However, upon advance written notice, either party may assign this Agreement in its entirety(and not in
part)to a parent subsidiary,affiliate or successor in interest to all or substantially all of the business of the
party, provided that such assignee is able to and agrees in writing to fulfill the obligations of assignor
hereunder.
8.6 Marketing; Publicity Rights. Licensee acknowledges Optio may use its name and logo
for presentation materials, references, testimonials and any other marketing material that may generate
additional sales opportunities. "
8.7 Language. Should a counterpart to this Agreement be prepared in a language other than
English,then English shall be the language of this Agreement and the English language counterpart shall
govern all disputes, performances and interpretations, and the counterpart in another language shall be
for convenience only and shall not affect the performance or interpretation of this Agreement.
8.8 Currency. All amounts stated in and payable under this Agreement shall be denominated and
payable in United States Dollars.
8.9 Audit. Optio reserves the right to audit,at Optio's expense,the Licensee's records in regards
to the device Optio's application is running on and with regards to the number of licenses sold.
8.10 Export Administration. Licensee agrees to comply with all applicable laws and regulations
of the countries in which the Licensed Software is licensed and relating in any way to Licensee's
performance under this Agreement. In the event that this Agreement provides for the exporting of any of
the Licensed Software outside of the United States, Licensee shall be solely responsible for compliance
with all applicable United States export laws,rules, and regulations. Licensee agrees to keep such books
and records and to take other action as may be required by such applicable laws, rules and regulations,
and to comply with any applicable United States export laws, rules and regulations. Licensee will
indemnify Optio for any losses, costs,and damages, including reasonable legal fees, incurred by Optio as
a result of failure by Licensee to comply with this Section.
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W
AW EXHIBIT A
0 CdC
S STANDARD MAINTENANCE SERVICE AGREEMENT P T/ 0e Terms and Conditions
COU
OPTIMIZING 7fFORDEMION
According to the Master License Agreement, Optio Software,Inc.and Customer agree as follows:
1. Telephone Services. Optio Software will provide service availability via telephone access during Optio Software's normal
business hours, Monday through Friday,8AM-8PM EST. Such services are not available on Saturdays,Sundays, or holidays
observed by Optio Software. Telephone inquiries shall be on a first in, first out basis. Optio has escalation procedures that
classify issues as either high or critical. The purpose for the escalation procedures is to provide greater levels of technician
access based on a client's need above simple first in,first out policy. Escalation determination is at Optio's sole discretion. In
responding to each service call, Optio Software shall use its best efforts to determine and solve problems related to the
licensed software program and to instruct the customer in the proper use of the licensed program. Optio Software does not
guarantee service results or represent or warrant that all errors or program defects will be corrected. Access by telephone to
Optio Software may be limited from time to time at the discretion of Optio Software for repairs or as a result of circumstances
beyond the control of Optio Software.
2. Included Services. The annual maintenance fee includes enhancements (minor revisions) and designated updates (major
releases) and upgrades (architecture level)to the licensed software system. Optio Software's version numbering system is in
the following format: x.y.z, (i.e. 6.0.7)where, x=Architecture Level, y= Major Release Version (featurestfunctionality)z=
Minor Revision(fix/enhancement).
3. Availability of Additional Products and Services. At the request of customer, Optio Software may provide additional
products and services outside of the scope of this agreement. Any such products and services shall be billed to the customer
at Optio Software's applicable time and material rates then in effect. Any third party problem resolved by Optio's technical
specialists that is requested by the customer will be subject to an additional charge to customer.
4. Taxes. All charges are exclusive of local sales, use, or personal property taxes or taxes of similar nature. Any such taxes,
which may be applicable;will be paid by the customer.
5. Billing and Payment. Payment of the initial annual charges shall be payable in two installments of 50 percent(50%) each.
The first installment is due upon execution of the Agreement and the second installment is due and payable sixty(60) days
from the date of execution of the Agreement.
S. Terms of Agreement. This agreement is effective from the date it is accepted by Optio Software and shall terminate 12
months following the date of such acceptance, unless renewed by the parties. Payment by customer shall constitute a
renewal of annual maintenance fee.
8. Purchase Order. If customer's purchase order is used in conjunction with this agreement, customer agrees that the following
statement is automatically made part of customer's purchase order: "The terms and conditions set forth in the Service
Agreement are made a part of customer's purchase order and are in lieu of all terms and conditions,express or implied,in such
purchase order." The terns and conditions set forth in the Service Agreement are applicable to all renewals of this order.
EXMIT"B"
MANUAL OF TRAVEL POLICY,
TRAVEL PROCEDURES,
AND
EXPENSE REDMURSEMENT
I. PURPOSE
This policy explains the types of business related expenses that are reimbursable and
gives guidelines for determining reasonableness of these expenses. The
responsibility to carefully observe the guidelines rests with both the traveling
employee and the employee's supervisor who by approving an expense report
certifies its conformance to these guidelines.
The same judgment and consideration apply to the expense reports as to any business
transaction. Reimbursement should be sought, and authorized, only for expenses that
contribute to Company objectives.
H. RESPONSIBILITY
This travel policy and these travel guidelines are necessary for Company cost control
and for effective reporting of financial results. They are needed to meet federal
requirements, and they help justify reimbursable expenses to company clients. In
general, the quality of travel, accommodations, entertainment and related expenses
should be governed by what is reasonable and appropriate to the business purpose
involved. The company does not require sacrifice on the part of its personnel where
comfort and convenience are concerned, nor does it,permit superfluous spending.
The Company respects the personal integrity of each employee and conducts expense
account affairs accordingly. The Company expects that expense accounts will be
completed honestly and accurately.
For the success of this policy, it is essential that all persons, who submit or approve
expense reports, conscientiously follow the policy outlined.
III. POLICY
This policy relates to expenses submitted by any employee. The Company shall
reimburse employees for reasonable and customary travel, living, and entertainment
expenses incurred in the transaction of Company business.
In addition to expenses, this policy also relates to safety while driving on Company
business. Any employee, whether driving a personal auto, Company-owned vehicle,
or rental car, should wear a seat belt and require passengers to do the same.
03/27/01
Any exception to this policy can be made only by the approval of the CEO of Optio.
IV. PROCEDURE
A. General
This policy relates to expenses submitted by all employees. The Company shall
reimburse employees for usual and customary expenses incurred in the transaction
of Company business upon receipt of the prescribed expense report. The expense
report is to be submitted weekly to the employee's manager. Any expense reports
greater than 60 days old will not be reimbursed.
B. Classifications
1. Travel Expenses - Travel expenses include expenditures incurred while
traveling away from home on official Company business, such as cost of
transportation, lodging, meals, and other expenditures necessary to such
travel. These expenses are to be recorded on an expense report. All items
should be supported by original receipts; NO COPIES of receipts. If the
receipt is unavailable or lost, appropriate explanation should be provided.
Employees will be required to submit the airline ticket itinerary or ticket
issued by travel agent, the travel authorization form, and the Res-Fax form
as part of their expense report documentation.
C. Expenses NOT paid by the Company
The following list is given only as a guide and is not necessarily a complete list:
1. Airlines or other travel insurance.
2. Baby-sitter fees.
3. Barbers and hairdressers.
4. Kennel costs for dogs and other pets.
5. Golf fees (except when a part of the customer entertainment), golf bags, and
other sporting equipment or events.
6. Annual premiums for personal property insurance or the annual card fee for
any charge card.
7. Any airline ticket for Company business, whether corporate or group travel,
not arranged by Boehm travel or requesting a flight that is not recommended
by Boehm.
8. Any unauthorized first class travel (authorization must be approved by the
CEO of Optio). The difference between the first class fare and very lowest
available at the time of ticketing will be paid for by the employee.
9. Hotel "no Show"bills.
10. Airline club fees.
11. Suitcases, fountain pens,desk lamps,pocket calculators, etc.
12. Car wash for employee-owned cars.
13. Theft of personal items.
14. Doctor bills, prescriptions, or other medical services (refer to Company
medical benefits information in the Employee Handbook).
Optio Software,Inc. Travel Policies and Procedures 2
15. Traffic and parking violations.
16. Formal dinner clothes.
17. Expenditures for transportation or hotel in connection with attending a
Company-sponsored dinner, except as authorized.
18. Toiletry articles such as toothbrush/paste and deodorant.
19. In-room hotel movie charges.
20. Personal cellular phones or their charges.
21. Alcoholic Beverages, either for yourself or for a business group.
E. Travel Expenses
1. Transportation services. All Travel arrangements (to include airline,
lodging, automobiles, etc.)must be arranged through Boehm Travel. Choice
of transportation should be based on the most efficient use of an employee's
time and cost to the company. Negotiated discounts resulting in savings the
Company can be initiated and the most-effectiveness of the agency can be
monitored,only if all company travel is conducted through this agency.
Air transportation expenses will be charged directly to a central bill. The
categories and explanation of various types of transportation are contained in
the following paragraphs:
a. Air - All business air travel will be the lowest cost available airfare,
short of endangering the reason for the trip. Where possible, all airline
reservations should be made at least seven days in advance to take
advantage of the discount airfares. If the lowest available fare is
consistent with reasonable business planning and the traveler turns
down the fare, the traveler's explanation will appear on the monthly
department travel policy exception reports issued to the Company by
the agency.
b. Taxi and Other Out-of-Town Transportation - The cost of taxis to and
from places of business, hotels, or airports in connection with business
activities is reimbursable. Use of a taxi is authorized only when more
economical services are not available, or in special cases when valid
business reasons warrants use of such transport. In all cases, receipts
should be obtained.
Taxi to and from airport in Atlanta should be explained as to why
personal car was not driven, and must be signed off by Department
Head.
Skycap tips,porters, etc. should be limited to $10.00 per entire trip.
Optio Software,Inc. Travel Policies and Procedures 3
C. Car Rental - The use of a rental must be justified as an economical
need and not as a matter of personal convenience. Any rental car
arrangements must be coordinated through Avis. All rentals should be
at the corporate rate or the lowest possible rate per day.
The use of intermediate or full-size cars is acceptable only when two
or more employees are traveling together and sharing the rental car, or
when it is necessary to have a larger vehicle for carrying clients or
equipment.
Note
(i) For personal loss due to theft involving a rental car, the Company
will not replace, nor provide reimbursement for these items. it is
suggested that the employee have these items covered under
Homeowner's Policy. On a case basis the Company may provide
assistance in covering any deductibles when a claim is made against a
policy.
(ii) Whenever possible, the traveler should fill up the gasoline tank
before returning the car to the rental company;otherwise,the traveler--
and therefore, the Company or client--will be charged a premium rate
for gasoline, in many cities as much as $3.00 per gallon.
d. Private Auto - The Company prefers travel through use of public
transportation, but an employee's automobile may be used when other
transportation is unavailable or economy can be realized. The
Company will reimburse the employee at the rate of 31 cents per mile
over and above the normal commute, plus parking and tolls, for
authorized business use of personal cars. The Company presumes that
the employee carves adequate insurance related to the operation of
his/her personal automobile on Company business. The 31 cents per
mile reimbursement by the Company to the employee for use of his/her
automobile on Company business is intended (in part)to cover the cost
of such insurance. Accordingly, and all claims related to an
automobile accident involving an employee on Company business
using his/her personable automobile are the responsibility of the
employee,not the Company.
(i) Insurance Requirements - DO NOT sign up for insurance coverage
when renting an automobile from Avis. Optio has an insurance policy
and general liability coverage through Royal Insurance.
Optio Software,Inc. Travel Policies and Procedures 4
(ii) Parking,tolls, and automobile storage at airports will be reimbursed if
properly supported by receipts. Parking reimbursements will be at the rate
in effect at the long-term parking area unless a lower rate is available.
2. Lodging - The Company will pay only actual room rental costs supported by
the hotel bill for each day that lodging away from home is required for
business reasons. Hereafter, the standard hotel will be Marriott Courtyard,
Holiday Inn, Hampton Inn, and Days Inn type lodging for all business-
related travel. Any nightly rate greater than $100.00 requires your
Department Head's approval.
3. Meals - The Company will reimburse employees for meal expenses
(breakfast, lunch, and dinner) actually incurred,providing such expenses are
reasonable, appropriate and supported by a receipt. It is not intended that the
Company will reimburse employees beyond reasonable meal limits when,
for personal reasons,they elect to visit deluxe restaurants or nightclubs. The
suggested costs below should provide a guideline to employees as to what
the Company feels is fair and reasonable:
Breakfast $ 8.00
Lunch $ 12.00
Dinner $25.00
Meals should be reported for breakfast, lunch, and dinner when incurred.
4. Entertainment - Entertainment expenses, to be reimbursable, must be an
expenditure essential to the transaction of Company business. This
entertainment should only be for clients,not of other employees.
The Internal Revenue Code requires that specific details showing names of
guests and employees entertained, cost, date and place, business purpose,
and the business relationship of individuals entertained be supplied. In this
instance,receipts should always be submitted.
5. Telephone,Telegraph or Cable.
a. Business - The Company will pay charges for local and long distance
business calls made outside a Company office. MCI credit card is
preferred over the use of the hotel's phone. It is permissible to use the
hotel phone for calls that will be billed back to the client because this
method provides a more detailed audit trail.
b. Personal -The Company will pay for personal long distance calls when
the employee is away from home for business reasons. These should
be limited to one ten-minute call a day.
C. The company does NOT reimburse personal cellular phones and their
charges.
6. Other Expenses.
Optio Software,Inc. Travel Policies and Procedures 5
a. Laundry - The Company will pay for reasonable laundry or dry
cleaning charges for employees who are traveling out of town and will
be out of town on Company business for more than ten days. In such
situations, the employee's manager determines the fair and reasonable
nature and amount of reimbursable business expenditure.
7. Spouse Travel - Travel expenses for spouse will not be reimbursable as a
business expense.
F. In-Town Expenses
When traveling within his/her headquarters city, an employee may expense
charges for local transportation if required for business purposes and when
authorized. Whenever public transportation is not used, claims for taxis, private
limousines, and personal car mileage should be separated, claimed, and explained,
showing the purpose of the trip and the itinerary. The attached Expense Report
Audit Sheet should be reviewed before turning in an Expense Report to
Accounting. This may prevent the Expense Report from being rejected.
Optio Software,Inc. Travel Policies and Procedures 6
tt �t T j a Sales Agreement
1I t` 1,�
Optio Software,Inc.
1166 Triton Drive
Suite 200
Foster City CA 94404
Phone: (650)356-1155 Fax: +1 (650)356-1193
Customer Contact:Sue Lester Phone: 253-856-4631 Date: 2/27/2001
Bill To: Sue Lester Ship To: Sue Lester EndUser: Sue Lester
City of Kent City of Kent City of Kent
400 W Gowe 400 W Gowe 400 W Gowe
Suite 314 Suite 314 Suite 314
Kent,WA 98032 Kent,WA 98032 Kent,WA 98032
MASTER LICENSE AGREEMENT#: W053 TAX EXEMPT#: ORDER#: 2356
SALESPERSON TERMS P.O.NUMBER
Craig Snyder Terms-Per Master License Agreement Pending
ITEM# QTY DESCRIPTION UNIT PRICE AMOUNT
DCS 1 Optio Document Customization Server-US $29,000.00 $29,000.00
*Single-source solution for creating and distributing customized output.
DPI 1 Optio DesignStudio-US $12,000.00 $12,000.00
• i
5X12 1 5X12 5 days per week, 12 hrs per day-US $7,380.00 $7,380.00
Normal phone,email,fax support for purchased products. 8 AM-8 PM M-
['12 month contract.)
DRP 1 OptioReprint-US $5,000.00 $5,000.00
__ * ides ability to browse andlor print m=tly submitted print Jobs-
5X12 1 5X12 5 days per week, 12 hrs per day-US $900.00 $900.00
Normal phone,email,fax support for purchased products. 8 AM-8 PM M-
P2 month contract.)
Notes: TOTAL $54480.00
-Sales Tax based on County of purchase
'Unlimited Client Licences are included
-To authorize please sign and fax to the attention of Craig Snyder at 650-356-1193
Thank you
Ac pted By:
m4yolt - -o!
CUSis MER SIGNATURE TITLE DATE
Prod and services above will be governed by terms and conditions of Optio Software's Master License Agreement.
Customer acknowledges that the pricing information contained in this Agreement is confidential and agrees not to disclose the same or any part
thereof to any third party and on the terms of this Agreement.
OPTO S'OFTWAR
E ACCEPTANCE
OPTIO SOFTWARE SIGNA44M TITLE DATE
Optio Software agrees to supply the products and services above and on Master License Agreement and on the terms of this Agreeement.
SalesAgreement;2/272001; 6:29:54PM;Pg. 1
D PTI D Sales Agreement
Optic,Software,Inc.
1166 Triton Drive
Suite 200
Foster City CA 94404
Phone: (650)356-1155 Fax: +1 (650)356-1193
Customer Contact:Sue Lester Phone: 253-856-4631 Date: 2/27/2001
Bill To: Sue Lester Ship To: Sue Lester EndUser: Sue Lester
City of Kent City of Kent City of Kent
400 W Gowe 400 W Gowe 400 W Gowe
Suite 314 Suite 314
Suite 314
Kent,WA 98032 Kent,WA 98032 Kent,WA 98032
MASTER LICENSE AGREEMENT#: W053 TAX EXEMPT#: ORDER#: 2357
SALESPERSON TERMS P.O.NUMBER
Craig Snyder Per Master License Agreement Pending
ITEM# QTY DESCRIPTION UNIT PRICE AMOUNT
PIM 1 Implementation Consulting $23,280.00 $23,280.00
*Pricing for design,project management,and implementation for up to 3
Optio documents.
DCS- 1 Introduction to DesignStudio $9,600.00 $9,600.00
DS100-O DesignStudio-based
Introduction source for Optio DCS
3 days at customer location
up to 12 students
Price does not include travel and expenses
DCS- 1 Advanced DesignStudio $9,600.00 $9,600.00
DS300-0 DesignStudio-based
Advanced course for OptioDCS
3 days at customer location
up to 12 students
Price does not include travel and expenses
Notes: TOTAL $4 9480.00
--Sales Tax based on County of purchase
*This will be the fixed price of the document solution to be implemented at the City of Kent.
Optio will not bill for any more time without the prior consent of the City of Kent. This
pricing is subject to customer compliance with the following conditions:
Standard JDE Output
No SQL Calls-all document information available on JDE data stream
1 layout per document
Layout design defined previous to engagement.
Data freeze previous to engagement
Compliance with Customer Deliverables(i.e.server and network
availability,etc)to be defined on Project Scope
-This agreement expires 3/31/01
-To authorize please sign and fax to the attention of Craig Snyder at(305)489-3351
-The City of Kent has the option to upgrade to Optio eComintegrate for$46,000 in software
license fees plus maintenance,and implementation through December 28,2001.
-The City of Kent agrees to be a reference site for Optic,solutions
Thank you
SalesAgreement;2/27/2001; 6:31:13PM;Pg.1
j Sales Agreement
D
nnrP B I Optio Software,Inc.
1166 Triton Drive
Suite 200
Foster City CA 94404
Phone: (650)356-1155 Fax: +1 (650)356-1193
Accepted By:
CUSTOMER SIG ATURE TITLE DATE
Products and servi above will be governed by terms and conditions of Optio Software's Master License Agreement.
Customer acknow,edges that the pricing information contained in this Agreement is confidential and agrees not to disclose the same or any part
thereof to any third party and on the terms of this Agreement.
OPTI070FTW4"E CCEF7ANCE
Aahw
Can G' o
OPTIO SOFTWARE SIGNATURLU TITLE bATE
Optio Software agrees to supply the products and services above and on Master License Agreement and on the terms of this Agreeement.
SalesAgreanent;2/27/2001; 6:31:13PM;Pg.l