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HomeMy WebLinkAboutCAG2001-0437 - Original - Pathlore Software Corporation - Learning Management System & Consult Services - 01/31/2001 raining/Consulting Services Voucher 2950 Customer Name. CITY OF KENT e: $ 43,695.00 Customer#: COK001 ed 01/31/01 Customer PO #: 01011201 te: 01/31/02 Issued by' Steve Gabriellini has been purchased by CITY OF KENT. This voucher, when signed by an rty, may be used as payment for your participation in any training and ice offered by Pathlore. Give this voucher number to the Pathlore employee r order. ucher for training, please follow all published procedures for registering in our tact our Training Administrator. Be aware that this voucher does not t availability, so please enroll well in advance of the dates of the desired class ervices, agreement regarding the content, location, and schedule for the e arranged with your Pathlore Account Manager. sary to return your voucher for redemption. If the value of the actual services Brent from the voucher value, then you will either be billed for the difference or ce will remain on this voucher. as no cash value and must be used prior to the expiration date noted above. of used prior to their expiration date will be forfeited. his voucher is non-transferable and may only be used by the company to whom ly issued. Pathlore- Pathlore- Master License Agreement Number DIDIJ?. Corporate Headquarters•7965 North High Street•Suite 300•Columbus,OH 43235-4631 •Telephone(614)781-0036•Fax(614)781.7200 This Master License Agreement(as amended from time to time in accordance herewith,together with all exhibits,schedules,addenda and other attachments hereto, "Agreement") is between PATHLORE SOFTWARE CORPORATION ("Pathlore") with its principal place of business located at 7965 High Street, Suite 300, Columbus,Ohio 43235-4631,and City of Kent with its pnncipal place of business located at 220 4H Ave,South,Kent,WA 98032("Customer) 1 GRANT OF LICENSE. The terms of this Agreement shall apply to each Licensed Program (hereinafter defined) to be licensed pursuant to order Forin(s) entered into by Customer and Pathlore from time to time(each an"Order Form"),and shall be deemed incorporated into each Order Form When Pathlore accepts an Order Form for a Licensed Program and delivers such Licensed Program to Customer, Pathlore grants Customer a personal, non-transferable,non-assignable, and non-exclusive license to install, use and execute the Licensed Program described in such Order Form, subject to the terms and conditions of this Agreement and such Order Form,for the term,on the equipment and at the locations set forth in such Order Form,in machine-readable object code form only. Subject only to the right and license expressly granted hereunder,all right,title,and interest in and to the Licensed Program,including all associated intellectual property rights,are and shall remain with Pathlore and its Licensors The term"Licensed Program",whether one or more, means the software program(s)or courseware described in an Order Form and all program code, user manuals, documentation, training materials, and, subject to the payment of any applicable fees, all enhancements embodying or related thereto, subsequent versions or releases of such programs which may be delivered to Customer, optional features, if any, and related materials thereto Customer shall not change, alter or modify the Licensed Program If contrary to such prohibition Customer makes any change, alteration or modification to the Licensed Program, such change, alteration and modification shall be the property of Pathlore, unless Pathlore shall have given its prior written consent Furthermore, in such event, Pathlore shall have the right to charge Customer for additional support services at Pathlore's then prevailing rates, but Pathlore shall have no obligation to provide such support Notwithstanding the foregoing, in the event Customer inserts Customer's logos, pictures or other copyrighted material owned by or licensed to Customer into the Licensed Program,such inserted materials shall not become the property of Pathlore 2 DESIGNATED ENVIRONMENT.Customer may use the"presentation component"of the Licensed Program covered by an Order Form only in the Designated Environment(hereinafter defined)of Customer,with the designated number of Users(if applicable)as set forth on such Order Form,solely for the internal operations of Customer and its majority owned subsidiaries, provided that such subsidiaries agree to comply with the terms and conditions of this Agreement and each Order Form. Customer may, if permitted by the Order Form(s), use the "authonng component" of the Licensed Program covered by the Order Form(s) only in the Designated Environment of Customer on the licensed number of servers or other items of equipment to be located at the installation site of Customer identified on the Order Form(s) The term "Designated Environment" means all applicable central processing units (CPUs), servers, associated peripheral units, local area networks,wide area networks and personal computers owned, leased,or otherwise controlled by Customer described on the Order Form(s) Except for Customer's authorized employees,and third party consultants pre-approved in writing by Pathlore and hired by Customer to operate the Licensed Program for the sole purpose of assisting Customer in Customer's internal use of the Licensed Program ("Third Party Consultants"), Customer will not permit anyone to have access to the Licensed Program Customer shall have no right to use the Licensed Program as a service bureau,facilities manager or in a similar capacity,or except as permitted by this Agreement otherwise allow any third parties to have access to or use the Licensed Program In the event Customer desires to use the Licensed Program in such manner,Customer shall be required to execute a separate agreement and pay Pathlore the applicable fees relating to such use 3. INFRINGEMENT WARRANTY: Pathlore warrants, for the sole benefit of Customer, that it can grant the license described in this Agreement and the Order Form(s)and will defend or,at its option,settle any action at law against Customer based upon a claim that Customer's use of the Licensed Program in accordance with this Agreement infringes any patent,copyright or other intellectual property right of any third party,provided that(i)such claim does not result from Customer's use of the Licensed Program outside the scope or in violation of this Agreement,or from Customer's use of the Licensed Program in combination with products not supplied by Pathlore,(u)Customer notifies Pathlore within 30 days of the infringement claim, (ni) Pathlore has sole control of the defense and all related settlement negotiations, and (iv) Customer provides Pathlore with reasonable assistance, information and authority necessary to perform Pathlore's obligations under this Section 4. YEAR 2000 WARRANTY: Pathlore warrants that the Licensed Program will be able to accurately process date data(including, but not limited to,calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the documentation provided by Pathlore,provided that all software used in combination with the Licensed Program properly exchanges date data with it In the event of any breach of the foregoing warranty,Pathlore's sole liability to Customer will be to promptly make required corrections to restore software program(s)to the same level of functionality as warranted herein at no charge to Customer,or to return the initial license fees,as set forth on the Order Form(s),at the option of Pathlore (See Attached Pages ForAdditionalImoortant Provisions Which Are Part Of This Agreement] PATHLORE SOFT E CO DRAT CUSTOMER: IT OF ENT By: r . By: C (A onzed re (Authorized n)n to ) (Type orP�n�ntN of Signing) Type orPnnt Name Person Signing) c "'e rr�CLv��t (Type or Print Tdle of Person Signing) 1131 io l (Type or not Tdleof ersm Signing) f- �`� - 1 (Date) (Date) 4 5. LIMITED WARRANTY Pathlore warrants,for the sole benefit of Customer,that the Licensed Program will operate in substantial conformity with the specifications published by Pathlore for the Licensed Program for a period of one year after delivery of such Licensed Program to Customer.Any claim based on the foregoing warranty must be submitted to Pathlore in writing within 90 days expiration of the one year period. Following Its receipt of such claim during such period,Pathlore's only responsibility will be to use commercially reasonable efforts,consistent with industry standards,to make corrections so that the Licensed Program will so operate Such warranty shall not apply if Customer has modified,changed,altered,abused,tampered with or misapplied the Licensed Program. In the event Pathlore replaces all or any component of the Licensed Program In its effort to have the Licensed Program substantially comply with such specifications,such replacement shall be warranted for the remaining one year warranty period or 90 days from the date of delivery of such replacement,whichever is longer If Pathlore is unable to cure the defect,Pathlore's sole liability to Customer shall be for a maximum amount equal to the Initial license fees,as set forth on the Order Form(s),paid to Pathlore by Customer for use of the Licensed Program The remedies set forth in this paragraph will be Customer's exclusive remedies Any warranties made by Pathlore(other than that of non-infringement)will extend and be in effect only for the period that Customer is entitled to use the Licensed Program or Courseware and for which Customer shall have paid the Customer Care Plan or Usage and Maintenance Fee,If applicable 6 WARRANTY AND LIABILITY LIMITATIONS: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ORDER FORM, NO WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), ARE MADE BY PATHLORE PATHLORE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. PATHLORE SHALL NOT BE LIABLE TO CUSTOMER FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RELATING TO THIS AGREEMENT OR ANY ORDER FORM OR THE INSTALLATION,USE,OPERATION OR SUPPORT OF THE LICENSED PROGRAM,ARISING FROM ANY CAUSE OF ACTION,INCLUDING BREACH OF CONTRACT,BREACH OF WARRANTY,STRICT LIABILITY OR NEGLIGENCE, EVEN IF PATHLORE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL NOT REDUCE PATHLORE'S LIABILITY FOR DIRECT DAMAGES UNDER THE PARAGRAPH TITLED INFRINGEMENT WARRANTY, OR PATHLORE'S LIABILITY FOR PERSONAL INJURY NO ACTION, REGARDLESS OF FORM,ARISING OUT OF THIS AGREEMENT OR AN ORDER FORM MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. EXCEPT FOR DIRECT COSTS, DAMAGES, OR LOSSES INCURRED BY CUSTOMER AS A RESULT OF AN INFRINGEMENT OR A PERSONAL INJURY ACTION, PATHLORE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR AN ORDER FORM SHALL BE LIMITED TO TWO TIMES THE AMOUNT PAID BY CUSTOMER FOR THE USE OF THE LICENSED PROGRAM 7 TITLE TO PROGRAM AND CONFIDENTIALITY:Customer acknowledges that(a)the Licensed Program(Including but not limited to any images,photographs, animations, video,audio,music,text and"applets,"incorporated into the Licensed Program by Pathlore),and all related report formats,flow charts, logic diagrams, screen displays, menu features, user manuals and other printed materials (collectively, "Proprietary Assets"), are owned or licensed by Pathlore, and (b) the Proprietary Assets constitute copyrighted works of Pathlore protected by federal and international copyright laws,and contain proprietary information,Including trade secrets,know-how,confidential information,trademarks,patents and other property rights,that are the exclusive property of Pathlore or Its licensors In no event will Customer decompile,disassemble or otherwise reverse engineer the Licensed Program Customer shall not permit any person to remove any proprietary or other legends or restrictive notices contained or Included in any materials provided by Pathlore Customer shall, and shall cause its employees, agents, Third Party Consultants and Customer's majority owned subsidiaries, to maintain the confidentiality of the Proprietary Assets and not disclose, sell, rent, lease, license, sublicense, transfer, lend, pledge, assign, publish, display, distribute, disclose or otherwise make available the Proprietary Assets, or any courseware or other product resulting from the use of the Licensed Program,to any third party,or copy,reproduce or use the Proprietary Assets except as expressly authorized by this Agreement License keys or passcodes may be Installed and enabled for use of the Licensed Program Customer may not modify or make inoperable such license keys or passcodes. The obligations of Customer under this paragraph shall forever survive any termination or expiration for any reason of this Agreement or an Order Form. 8. TAXES AND DUTIES: The amounts payable by Customer under any Order Form are exclusive of any tariffs, duties or taxes imposed or levied by any government or governmental agency including,without limitation,federal,state and local sales,use,value added and personal property taxes,and Customer agrees to pay any such tariffs,dubes or taxes(other than taxes on the income of Pathlore)upon presentation of Invoices to Customer by Pathlore. Any claimed exemption from such tariffs,duties or taxes must be supported by proper documentary evidence acceptable to Pathlore. 9. BREACH AND TERMINATION:If either party hereto breaches any term of this Agreement or any Order Form,the non-defaulting party shall give notice of such default to the other party The defaulbng party shall have 10 days after receipt of such notice to cure such default In the event it fails to cure such default within such period,the non-defaulting party shall have the right to terminate this Agreement and any Order Form Notwithstanding the foregoing,either party hereto may Immediately terminate this Agreement and any Order Form upon the occurrence of(I)Insolvency,bankruptcy or receivership proceedings initiated by or against the other party, or(n) the other party ceases doing business. In the event Pathlore terminates this Agreement due to the failure of Customer to pay when due any Invoice submitted to Customer by Pathlore, all amounts which would have become due and payable under this Agreement and the Order Form(s)will immediately become due and payable by Customer to Pathlore. Any invoice which Is not paid by Customer when due shall bear interest at the lower of(1)1%per month(or any part thereof)or(II)the maximum lawful rate,from the date due until paid. If this Agreement or an Order Form should terminate or expire for any reason,Customer shall no longer use, and shall return to Pathlore or destroy and delete from any computer libraries or storage devices, all copies or partial copies of the Licensed Program and the other Proprietary Assets,and certify to Pathlore In writing that Customer has complied with such requirement. 10. RIGHT TO COPY DOCUMENTATION: Customer may copy the documentation provided by Pathlore only to the extent reasonably necessary to ubllze the Licensed Program in accordance with this Agreement. Customer shall reproduce Pathlore's copyright and other proprietary notices on all copies of such documentation made by Customer and all copies shall be subject to all terms and conditions of this Agreement 11 DISASTER RECOVERY: In the event Customer certifies In writing to Pathlore that it has a bona fide disaster recovery plan with respect to the Licensed Program used in Its operations,Customer may copy the Licensed Program for archival purposes and use such archival copies on servers other than the designated server at a site other than the installation site identified on the Order Form(s),such other servers at such other installation site to be owned or controlled by Customer or a disaster recovery vendor of Customer upon prior written consent by Pathlore Customer shall reproduce Pathlore'I cop t notices and other proprietary notices on all copies of the Licensed Program and all copies shall be subject to all terms, conditions and obligations of this Ag a merit The use of the archival MASTER LICENSE AGREEMENT Page 2 of 4 Initial Inl ial copies shall be limited (i) for the purpose of conducting limited testing of the disaster recovery plan's procedures and effectiveness and (u) during any period subsequent to the occurrence of an actual disaster during which Customer cannot operate the Licensed Program on the designated servers at the installation site Identified on the Order Form(s) but in no event shall there be Disaster Recovery Testing performed on Customers live data and in violation of the terms and conditions of this Agreement Customer agrees to fumish such further documentation with respect to its disaster recovery plan and procedures as Pathlore may request from time to time Except for archival purposes,Customer will not make or permit others to make copies or reproduce any part of the Licensed Program in any form without the pnor wntten consent of Pathlore 12 ASSIGNMENT: This Agreement and the Order Form(s)are personal to Customer.Customer may not assign this Agreement or an Order Form,or its rights or obligations under this Agreement or an Order Form without the prior written consent of Pathlore, and any such assignment without such consent shall be void; provided that Customer may assign this Agreement to a successor-in-interest to which Customer transfers all,or substantially all,of Its business assets so long as(1) such successor-m-interest agrees to be bound by all of the terms and conditions of this Agreement and each Order Form, (u) Customer Immediately ceases all further use of the Licensed Program and the exercise of the license granted by this Agreement,(iii)the successor-in-interest operates the business as a continuation of Customer's business under which the Licensed Program is devoted to the same purposes and functions with the same number of Users,(iv)the credit rating or worthiness of the successor-in-interest is no less than that of Customer's rating or worthiness, (v)the usage of the Licensed Program by the successor-in--interest does not exceed the permitted usage by Customer, and (vi) Customer gives Pathlore prompt notice of such assignment. Pathlore may assign (I) its rights to payment under this Agreement and any Order Form to any third party or (li) any other rights under this Agreement and any Order Form to a third party which assumes the obligations of Pathlore under this Agreement This Agreement will be binding on and inure to the benefit of the parties hereto and their permitted successors and assigns 13. MARKETING PARTNERSHIP PROGRAM: In recognition of the nature of this Agreement and the relationship created hereby, Customer agrees that it will participate in the Pathlore Marketing Partnership Program The Marketing Partnership Program is a foundation for building a strategic relationship between Pathlore and Customer with respect to the License Program(s).The Program includes public relations efforts,marketing communications and the availability on a scheduled basis to serve as a reference site for media sources and other Pathlore clients or prospective clients Including the ability to offer onsite demonstrations Pathlore shall give Customer reasonable advance notice prior to any contact and the parties shall schedule for mutually agreeable time periods Such visits shall be conducted in a manner that shall not be disruptive of the ordinary conduct of the business of Customer and shall be conducted in compliance with Customer's security and safety procedures 14 FURTHER ASSURANCES: Customer shall fumish to Pathlore, upon Pathlore's written request, Information and records relating to this Agreement and each Order Form in order to verify Customer's compliance with the terms and conditions of this Agreement and such Order Form In the event such information and records are not sufficient to give Pathlore reasonable assurance of such compliance, Customer shall allow Pathlore access to Customer's facilities at such reasonable times as Pathlore may request 15. NOTICES:All notices hereunder and under the Order Form(s)shall be in writing and shall be served by personal service,first class mail,certified or registered mail, return receipt requested, telecopier/facsimile, or by a nationally recognized private express courier, and any such service shall be deemed complete upon receipt. All such notices shall be sent to the address or telecopier number of the receiving party set forth in this Agreement(or such other address or telecopier number as may be designated by such party by written notice to the other party). 16. MISCELLANEOUS: This Agreement, the Order Form(s), and the other attachments, supplements, addenda or exhibits attached to this Agreement and the Order Form(s), represent the entire agreement between Pathlore and Customer with respect to the Licensed Program, and Pathlore and Customer agree that all other agreements,proposals,purchase orders, representations,warranties,and understandings concerning the Licensed Program,whether oral or written,between the parties are superseded in their entirety by this Agreement. No alteration or modification of this Agreement,and no attachment,supplement,addendum or exhibit to this Agreement will be valid unless made in writing and signed by both parties If any provision of this Agreement is found to be unlawful, void,or unenforceable, then that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions This Agreement and all Order Form(s)shall for all purposes be deemed governed by the laws of the State of Washington,USA 17 REMEDY: The parties recognize that a breach by the Customer of any covenant of this Agreement will result in damages to Pathlore for which it can not be adequately compensated by monetary award. Accordingly,the Customer agrees that in the event of such breach, in addition to any other remedies available to Pathlore at law or in equity,it shall be entitled as a matter of right,to apply to a court of competent equitable jurisdiction for such relief by way of a restraining order, injunction,decree or otherwise,as may be appropriate to ensure compliance with the provisions of this Agreement 18. LIMITATION OF LIABILITY: Neither Customer nor Pathlore or its licensors will be liable for consequential,incidental,special,or punitive damages, or for loss of revenue or profit in connection with the performance or failure to perform this Agreement regardless of whether such liability arises from breach of contract,tort,or any other theory of liability. Pathlore will obtain and maintain,and will cause any subcontractors to obtain and maintain,during the term of this Agreement with financially reputable insurers,licensed to do business in all jurisdictions where work is performed and that are reasonably acceptable to Customer,not less than the following insurance: Worker's Compensation. Workers'Compensation as provided for under any Workers'Compensation or similar law in the jurisdiction where the Services are performed,with an Employers Liability limit of not less than$500,000 per accident or disease. Commercial General Liability. Commercial General Liability, including coverage for Contractual Liability and Products/Completed Operations Liability, with a limit of not less than $1,000,000 combined single limit per occurrence for bodily injury, personal and advertising injury and property damage liability,naming Customer as an additional insured. Business Auto Insurance. Business Auto insurance covering the ownership,maintenance or use of any owned, non-owned or hired automobile with a limit of not less than $1,000,000 combined single limit per accident for bodily injury and property damage liability, naming Customer as an additional insured. Umbrella Excess liability with limits of not less than$5,000,000 combined single limit in excess of the above-referenced plovers'Liability,Commercial General Liability and Business Auto insurance. MASTER LICENSE AGREEMENT Page 3 of 4 Initial 2�—Initial • � e `Agreement Crime Insurance. Pathlore shall maintain throughout the term of this Agreement Crime Insurance for the dishonest acts of Pathlore's employees with a maximum aggregate amount of$500,000 against Customer's tangible property while on Customer premises. 19. U.S. GOVERNMENT RESTRICTED RIGHTS: The Licensed Program(s)or Courseware and documentation are provided Nth RESTRICTED RIGHTS Use, duplication,or disclosure by the United States Government is subject to restrictions as set forth in subparagraph(c)(1)(ii)of Rights in Technical Data and Computer Software in the Department of Defense Regulations Supplement(•DFARS•)at DFARS 252 227-7013 or subparagraphs(c)(1)and(2)of the Commercial Computer Software — Restricted Rights at 48 CFR 52.227-19, as applicable, and 48 CFR 52.227-14, Rights in Data-General, including Alternative III (June 1987), as applicable. Manufacturer is Pathlore Software Corporation•7965 North High Street,Suite 300•Columbus,OH 432354631 MASTER LICENSE AGREEMENT Page 4 of 4 Initial Initial Pathlore® License Order Form Corporate Headquarters •7965 North High Street•Suite 300 •Columbus,OH 43235-4631 •Telephone(614)781.0036•Fax(614)781.7200 Customer Name: CRY of Kent Customer ID Number: Wy1w( Customer Address: 220 4s'Avenue South,Kent WA 98032 Customer PO#(drequired). Master License Agreement No.: O I DI 1 2 If Tax Exempt,Number: (attach certificate) Installation/Service Site Address(of different from above): Primary Customer Product Administrator:Trisha King-Stargel Phone: (253)859-4158 Fax: (253)813-2051 Product Administrator Address(required) 220 4th Avenue,South Kent WA 98032 Primary Customer Technical Contact(required) Phone: Fax Technical Contact Address(required) Customer Invoice Contact(required) Phone: Fax Invoice Address(required) Customer Shipping Contact(required) Phone: Fax Shipping Address(required) Technical Environment: Database Operating System Database Version Database Hardware Model WEB Hardware Modei WEB 0 ting System WEB Server Version Contract Number Authoring DeliveryI Designated Initial Invoice (To be provided by Standalone Development Administration Number Of Amount Pathlore) Licensed Pro ramsSystem(s) Servers Serves Seats sera Het of Taxes OIp�1�� Learning Management System NIA NIA NIA 1000 $62,00000 Consulbng Service Voucher NIA N/A NIA NIA $43,695 00 Credit for Product Owned(W1,102,146) NIA NIA NIA NIA $3%20000 TOTALS $66,495 00 The initial License Fee for the Licensed Program payable hereunder includes the right of Customer to obtain from Pathlore, upon written notice to Pathlore at any time prior to the first anniversary of the Effective Date and at no additional charge,any additional platform versions of the Licensed Program that (a) are generally commercially available from Pathlore as of the Effective Date or (b) become generally commercially available from Pathlore during the twelve(12)month period commencing on the Effective Date. Payment Plan(select one): ®C A License Fee("License Fee")inclusive of the ❑ P0:A payment for the limited purpose(s)set forth on the face Customer Care Plan for a 1 year period. Order Form without effecting any change in any existing License except as specifically set forth Pathlore warrants and represents that the prices set forth herein ❑ Customer Care Plan Reinstatement From_to will remain in effect for a one year period. ❑ Upgrade to environment above from _Seats to Seats Servers to Servers ❑ Services EFFECTIVE DATE OF ORDER:1119101 (See Attached Pages ForAdi idonal Important ProvisionUhArert5gaPATHLORE SOFT RE�ORP ION CUSTO By: By: Alithorized,911gnatuw- Authorized ignatLwe Type or Print Nang of Person Signing Type or Pnnt Nam of Person Signing (i�p rY1 a� Inr Type or Print Title of Person Signing ' 13�r101 Type or Print Title of Person Signing Date Date CORP-DC-ORDER FORM LEARNING SYSTEM PRODUCTS-8-00 Page 1 of 2 Terms of Agreement CUSTOMER CARE PLAN:The Customer Care Plan includes new releases, license program updates, and technical support("Customer Care Plan"). Technical support is provided to the Customer's primary Technical Contact,as identified on the reverse side of this Order Form (or such other person as may be substituted from time to time),with unlimited access to the technical support facilities of Pathlore during the period covered by the extended Customer Care Plan term. Upon expiration of the term of the Customer Care Plan included with the License Fee as Identified on the reverse side of this Order Form, Customer has the option to subscribe for the extended Customer Care Plan by entering into an annual extended Customer Care Plan term The extended Customer Care Plan also includes new releases and license program updates that are generally made available to Pathlore's clients during the period covered by the extended Customer Care Plan term. The extended Customer Care Plan does not include on-site assistance by Pathlore personnel, which may be a separate charge. RENEWALS:All renewals for the extended Customer Care Plan shall be automatic under the same terms herein unless either Pathlore or Customer shall,within thirty(30)days prior to the expiration of the license period or any renewal period,give written notice to the other party of its intention not to renew. If Customer discontinues the Customer Care Plan, reinstatement shall be subject to a reinstatement charge equal to 150%of the then-prevailing annual fee multiplied by the number of years and part thereof during which the Customer Care Plan for the Licensed Program shall have been discontinued. Pathlore may terminate its obligation to provide the Customer Care Plan if Pathlore terminates such Customer Care Plan services to Pathlore's general customer base for the Licensed Program, provided that Pathlore gives reasonable notice to Customer of such termination. SCHEDULE OF TERMS: Pathlore warrants that it has the right to distribute, License and copy the Licensed Program. The License grants the right to install one copy of the Licensed Program at a single server at the Installation Site of Customer. The Licensed Program is licensed as a single product Component parts may not be separated for installation on more than one computer at any time Customer will not permit access to the Licensed Program by any number of users in excess of the Designated Number of Users set forth on the front of this Order Form. With prior written notice to Pathlore, Customer may transfer the Licensed Program from one Computer to another Computer so long as the Licensed Program is removed from the original Computer and is used on only one Computer at a time. If Customer has multiple Licenses then it may have as many copies installed as Customer has Licenses. This License expressly prohibits electronic copying or photocopying of any component, including the printed materials. Pathlore may terminate this Order Form and Customer's right to use the Licensed Program for failure by Customer to comply with any term or condition of the Master License Agreement or this Omer Form in accordance with the"Breach of Terinination"section of the Master License Agreement Licensed Program fees and charges are payable upon receipt of invoice. UPGRADE: License designations(such as the server or Designated Number of Users limitation) may be upgraded or expanded at any time during the term of this Order Form upon prior written notice to Pathlore and the payment of applicable fees, if any. The expiration date of the term of this Order Form or the then current Customer Care Plan period for the existing license shall not change,and it shall apply to the upgraded or expanded license. All applicable upgrade fees and adjustments to the license fees and applicable Customer Care Plan fees for an upgraded or expanded license shall be determined in accordance with Pathlore's policy and prices prevailing at the time of the upgrade. TRAINING: Travel related expenses would be billed separately. Customer also agrees to pay the reasonable travel expenses of Pathlore's personnel in the course of Pathlore's performance hereunder Pathlore, in incurring any such expenses,shall conform to Pathlore's then current standard travel policies for employee travel expenses paid by Pathlore(a copy to be provided to Customer). REFERENCED LICENSE AGREEMENT: The terms and conditions of the Master License Agreement referenced by this Order Form shall apply to this Order Form. If any provision of the Master License Agreement shall contradict any provision of this Order Form, the provisions of this Order Form shall apply with respect to the Licensed Program described herein. CORP-DC-ORDER FORM LEARNING SYSTEM PRODUCTS-8-00 Page 2 of 2 Initial Initial