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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission to City Clerks Office. All
portions are to be completed, if you have questions, please contact Mary Simmons, City
Clerks Office.
Vendor Name: Vendor Number:
JD Edwards Number
Contract Number: TTO - WS - Ool
This is assigned by Mary Simmons
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Detail:
Project Name:
Contract Effective Date: l /4260 Termination Date:
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: vJ �6 p��'!P _Department: 1'h/�r �l �cc�►n�lo(�'�
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Abstract:
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Imagesoarce.. Inc
SSA —
Support Services Agreement
Annual Software Assurance
Annual Software Professional Support
Annual Hardware Maintenance
i of Kent
Locations and Notifications
Agreement Anniversary Date
Start Date: Per individual Schedule in Exhibit A
Agreement Date 4-1-2004
Licensee Physical Location
City of Kent Attention: Jim McKenney
2220 4t'Ave So Title: Sr.Systems Analyst
Kent,WA 98032-5895 Phone: 253-856-4606
Licensee Billing Information
City of Kent Attention: Jim McKenney
2220 0 Ave So Title: Sr. Systems Analyst
Kent,WA 98032-5895 Phone: 253-856-4606
Notices to ImageSource, Inc.
Written notices must be given, as required in the°General Provisions"Notice section of this Support Services
Agreement,to the following:
ImageSource, Inc. Attention: Contracts Office
612 a Avenue SW,#204 Tide. ImageSource Inc
Olympia,WA 98501 Phone: (360)943-9273
Fax (360)943-4449
Submitting Support Requests
ImageSource encourages our clients to submit support requests via our support web form The ImageSource
support web form is directly linked to our internal ProSync support tracking systems. By using the support web
form the Licensee can dramatically reduce the amount of time spent gathering fundamental information
regarding the support request. In the event that the support request form is unavailable or otherwise cannot be
accessed any of the following methods can be used to submit support requests.
Support Web Form: htto:/ioortal.imaoesourceinc.comitechsu000rtitech su000rt.asn
Support Email suonortiStimaoesourceinc.com
Dial in Support Request: 360-943-9273
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1" Annual Software Assurance
ImageSource, Inc. ("ImageSource")will provide Software Assurance for the Solution subject to Licensee's
payment of applicable Annual Software Assurance The Solution is defined as the software provided by, or
supported by ImageSource and specifically listed in this Agreement.
Software Covered Under This Agreement
ImageSource shall provide Software Assurance only on the items set forth in
Program Exhibit A—"Annual Software Assurance Coverage"
Software Assurance Services
ImageSource shall provide the following services as part of Software Assurance:
Software Assurance coverage provides software minor updates for the same major software version up to
version X 999,where"X" is the major version Software Assurance is NOT an extension of the warranty
period; rather it runs concurrently with any warranty.
Software assurance does not provide a major upgrade from version"X"to another major version"Y"except
where provided by the manufacturer. Software Assurance may provide special pricing provisions and
significant discounts for a major upgrade to version"Y"
All support services for the Licensee current on this plan are through ImageSource by the"Licensors"—
OnBase,Optika, Legato, Kofax, or Captovation, etc. These support services may include:
1. A subscription to any Licensors Technical Bulletin.
2. Access to any licensors Technical Support Knowledge Base.
3. Access to any Licensors BBS/Web site providing utilities and patches.
4. Additional services provided by ImageSource on behalf of the Licensee by the Licensor are provided only
through the ProSAM Program as defined in this Agreement. Such support will include,but not be limited to:
a. Assistance related to questions on the use of the Solution through telephone,email,or on-site
support.
b. Assistance in identifying and determining the causes of suspected errors or malfunctions in the
Solution.
c. Advice on detours or workarounds for identified errors or malfunctions,where reasonably available.
d. Information on errors previously identified by Licensee and reported to ImageSource,and detours to
these where available.
e. Advice on the completion and authorization for submission of the required form(s)for reporting
identified problems in the Solution to ImageSource.
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2. Professional Services & Maintenance ("ProSAM")
Professional Services&Maintenance(ProSAM)is a program that allows Licensees to purchase support hours
at a reduced rate for the support of their Software or Solution ImageSource will provide("ProSAM")services
for the Solution subject to Licensee's purchase of the number of hours indicated in Program Exhibit A—
"Professional Services& Maintenance".
Professional Services-Hours of Coverage
ImageSource may provide the following services as part of the ProSAM Program described later in this
section Except as otherwise provided herein, ImageSource shall provide the maintenance between the hours
of 8.30am-5:OOpm, Pacific Time, Monday through Friday, excluding ImageSource holidays as indicated in
Program Exhibit B.
All work performed outside the outlined support hours,will be billed at ImageSource most current overtime
rate,one(t)hour minimum.
Escalation Procedures,Remedies
Escalation procedures for an unsolved maintenance issue will vary according to the impact of the problem.
Minimally,when a failure has not been corrected within two(2)business days the following escalation
procedure will be followed:
t. The Support Engineer will notify ImageSource Executive Management and the call will be placed on Priority
Status
2. ImageSource Executive Management will notify Manufacturer/Software Manufacturer Executive Management
and the call will be placed on a Priority Status.
3. A Senior Support Engineer will immediately be dispatched on-site and other ImageSource Support resources
will be contacted as appropriate.
4. A conference call will be initiated between Licensee,Licensor and ImageSource to determined next
appropriate course of action.
A"system inoperable"condition or a critical operational issue will advance all bmeframes above by 24
hours.
Software Maintenance—On-line Support
ImageSource may execute on-line diagnostics from a remote ImageSource location to assist in the
identification and isolation of suspected Program errors or malfunctions. Licensee must provide equipment
as outlined in section"General Provisions"licensee Responsibilities.
Software Maintenance—On-site, email and Telephone Support
During the period of time covered by the Agreement, ImageSource will perform installation and testing of
any new Licensor minor update releases that are included in the Software Assurance Agreement.
ImageSource will provide timely telephone,email and on-site support to maintain the Solution and other
customization provided by ImageSource. Reasonable working space at the Licensee's site will be provided
to ImageSource as required.
All time used will be deducted from the relevant ProSAM balance account and are recorded in the
ImageSource ProTime incident Tracking System With a minimum on-site call being one hour,all time
will be deducted in %hour increments for all on-site(after the first hour), email, and telephone support. All
hours used will be tracked by the assigned, and/or onsite technician.
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If a problem occurs which significantly impacts Licensee's usage of the Licensed Program and remains
unidentified or unresolved either by detour or permanent correction after Licensee has taken the
ImageSource prescribed action, ImageSource will dispatch a representative to the system location during
regular Business Days and Hours, 8:30am-5:00pm, Pacific Time, Monday through Friday, excluding
ImageSource holidays which are listed on Exhibit B, ImageSource Holiday Schedule
The representative will arrive in one business day or less for all supported locations within a 100 mile
radius of any ImageSource Source office location. In addition, at this time the System Engineer will notify the
�
Professional Services Manager and the condition will be placed on Priority Status
The support provided under this program does not include(unless specifically stated in the written
agreement)duties normally associated with on-going LAN Administrator tasks, recovery of databases that
were not properly backed up, and normal data base administration tasks(reorganizing data base, running
backups, restoring data bases, reviewing logs, updating statistics, capacity planning, etc.) The licensee
will bear full responsibility for backing up the Solution according to industry standard practices. The
Licensee wall not hold ImageSource liable in any way for consequences resulting from lost data caused by
the unavailability of appropriate back up data.
ImageSource will provide or make available:
1. Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Program
2. On-site consultation on correction or detour of idenbfied errors or malfunctions
3. Advice and assistance on completion of form to report errors or malfunctions to ImageSource as specified in
the reporting procedure.
Other Professional Services Available Under ProSAM
The Licensee may request,and are encouraged that ProSAM hours be utilized for any of the following:
Consultation Reinstallation
Training Customization&Reconfiguration
Design Analysis Project Management
Minor Projects Solution Enhancements
Upgrade Installation Update Installation
WEB Development Documentation
Error and Malfunction Service
ImageSource will either:
1. Provide Licensee with detour or code correction to the program error or malfunctions Each detour or code
correction will be made available in the form of either a written correction notice or machine-readable media
and will be accompanied by a level of documentation adequate to inform Licensee of the problem resolved
and any significant operational differences resulting from the correction which is known by ImageSource;or
2. Provide Licensee with a written response describing ImageSource'then existing diagnosis of the error or
malfunction and generally outlining ImageSource'then existing plan and timetable for correcting or working
around the error or malfunction.
Software Assurance updates and Maintenance Release Services
ImageSource will provide error corrections and Maintenance releases to the Solution which has been
developed by ImageSource. ImageSource will also install Software Assurance updates as requested by
the licensee. Each Software Assurance or Maintenance release will consist of a set of programs and files
made available in the form of machine-readable media and will be accompanied by a level of
documentation adequate to inform Licensee of the problems resolved including any significant differences
resulting from the release which are known by ImageSource.
If either ImageSource or the Licensee installs updates, Licensee agrees to carefully follow release
instructions, review system operations after installation,and report any problem detected as soon as
possible.
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Travel Expense
On site support that may be required, or other on-site work performed by ImageSource employees for any
Licensee located outside of the east and south Puget Sound area from Marysville to Olympia in the State of
Washington, maybe impacted by travel and/or living expenses incurred by ImageSource Such actual
expenses will be b81ed,as they are incurred, outside the scope of this Agreement Automobile and air
travel time will be deducted from the ProSAM program at 50%of the normal rate.
Documentation/Software Media Updates
ImageSource shall provide to Licensee one copy of any revised or additional documentation describing the
Licensed Program,which ImageSource makes generally available to other entities receiving Standard
Technical Support Services from ImageSource. ImageSource shall provide upon request one copy of
updated Software Media made available to Licensor from the Software Manufacturer.
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3. Annual Hardware Maintenance
Hardware Covered Under This Agreement. ImageSource, in consideration of the annual maintenance charge
provided for herein, agrees to provide Hardware Maintenance only on the items set forth in Program Exhibit A
"Annual Hardware Maintenance Coverage"
Service Hours and Response Times
Except as otherwise provided herein, ImageSource shall provide the maintenance between the hours of
8:30am-5:00pm, Pacific Time, Monday through Friday, excluding ImageSource holidays as indicated in
Program Exhibit B.
All work performed outside the outlined support hours, will be billed at ImageSource most current
overtime rate,one(1)hour minimum.
ImageSource will use its best efforts to respond to a request for services within one(1)hour via telephone
after receipt of such inquiry. If on-site diagnosis or service is necessary, then ImageSource will use its best
efforts to arrange for such diagnosis or service to take place by a ImageSource authorized representative
within eight(8)business hours after a determination is made that it is necessary.
What is Covered
ImageSource will provide qualified representatives or authorized service providers to service your hardware
equipment. Coverage includes ail travel time, mileage, labor, and parts.
What is Not Covered
This agreement does not include furnishing or replacement of consumables. Installation of supply items
will be performed without charge if the Service Representative is present for regular service reasons. A
regular service charge will be made if a special call is requested only for the purpose of installing supply
items. Lamps,glass, print kits, paper,toner, starter toner,fuser oil,fuser rollers, imaging units(after
warranty),optical disk media, cleaning kits and drums are considered expendable supply items.
This agreement does not cover service, repairs, or parts necessary because of accident, misuse,abuse,
neglect, theft,vandalism,electrical power failure, alteration,fire,water, or other casualty, acts, or omissions
in performance or repairs or service by non-ImageSource personnel, malfunction of parts or attachments
not supplied by ImageSource, or use of supplies or spare parts not meeting ImageSource' specification.
This agreement does not cover the restoration of lost or damaged data or documents in any manner.
This Agreement does not cover periodic or automatic preventative maintenance to clean or adjust any
hardware item. Operators will be trained to perform such tasks, as required, at the time the hardware is
installed, or may request such instruction when the Technician is present or by use of the ProSAM
program for professional services.
Coverage Eligibility
The equipment must be in good working condition on the commencement date of this Agreement.
ImageSource'charges for parts and labor required to place the equipment in such condition will be invoiced
to the Licensee at ImageSource then-current rates.
This Agreement shall become effective on the date of equipment installation or, if the equipment is already
in place from a prior implementation, on the date of this Agreement.
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Relocation Service
Relocation Services are not covered under this Agreement but Professional Services from ImageSource
may be utilized for this purpose and the time may be deducted from the ProSAM time on account.
Upon receipt of at least thirty(30)days prior written notice, ImageSource will perform reinstallation service
for Equipment to be relocated by Licensee. In this case, all Travel Time to and from the ImageSource
facility in Seattle will also be deducted at 50%of the regular rate under ProSAM. Also, any expenses or
materials used by ImageSource in providing the reinstallation will be billed to the licensee. All zone and
extended maintenance uplifts,will apply during relocation
Standards
ImageSource will have the equipment maintained to conform to its published specifications and to be in
good working order. ImageSource and the Licensee agree that equipment may not be available during
periods where it requires maintenance.
It is the responsibility of the Licensee to ensure that all of its files are adequately duplicated and
documented and that the licensee conforms to the terms and conditions of all software and equipment
manufacturer licensing provisions as applicable ImageSource will not be responsible for Licensee's failure
to do so.
ImageSource is not responsible for the cost of reconstructing data stored on disk files, tapes, memories,
etc., lost during the course of any maintenance services performed pursuant to this Agreement as the
Licensee must maintain appropriate backup and duplicate back up data to mitigate such a circumstance.
ImageSource reserves the right to replace any part with new or refurbished parts of equivalent functional
specification.
Limitations of LiabiNW
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND, HOWEVER CAUSED
AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE
SERVICES OR PROGRAM OR SOLUTION PROVIDED PURSUANT TO THIS AGREEMENT,
WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS.
IMAGESOURCE EXTENDS NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, ON PARTS
SUPPLIED OR SERVICES PERFORMED UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF ANY
COMPONENT, MODULE OR EQUIPMENT FOR A PARTICULAR PURPOSE.
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General Provisions
Licensee's election not to subscribe to this Agreement or any portion has no effect on the term of this
Agreement or on the term of any license created by this Agreement. Any changes and/or modifications to
this agreement must be mutually agreed to in an Addendum,following Exhibit A&B.
Automatic Renewal
This Agreement shall renew automatically on the Anniversary Date indicated on Pagel ImageSource well
bill the Licensee for a one year renewal of all programs indicated in this Agreement Rates at renewal time
for Professional Services, Software Assurance,and Hardware Maintenance may be adjusted in
accordance with publisher and manufacturer adjustment percentage in the same rates due to any
determining factor in the publisher or manufacturer calculation methodology.
If the Licensee desires to cancel any portion of this Agreement upon the next Anniversary Date,a
notification to ImageSource at the address stipulated on Page 1 must be mailed to ImageSource pnor to 45
days from the Anniversary Date. If desired by the Licensee, ImageSource will meet with the Licensee at
any time prior to this to discuss the renewal.
Third Patties
ImageSource, Inc.does not warranty work done by unauthorized third party vendors or contractors.
ImageSource will not be held responsible for any malfunction or error resulting from third party services. In
the event that Licensee engages a third party to perform maintenance, upgrades and/or performs services
of any kind on items listed in Exhibit A the terms and conditions set forth in this agreement will be
considered null and void. ImageSource will not be responsible to refund any monies paid for services listed
in Exhibit A.
Cancellation During Term
This Agreement may not be cancelled,and refunds of any money paid will not be made for any reason
during the term of the Agreement from one Anniversary Date to the next Anniversary Date.
Use of Licensee Solution and Computer
When ImageSource performs services pursuant to this Agreement which require the use of the Licensee's
computer system(s),the Licensee agrees to make it available at reasonable times and in reasonable time
increments, and in no event will the Licensee charge the ImageSource for such system use.
If the Licensee wants to add new software to the workstations or Servers, the Licensee should contact
ImageSource to be advised if the new software will affect the performance of the system. Failure to do so
could result in billable support to the Licensee if service is required.
Licensee agrees to fumish ImageSource access to the software modules when performing service—
subject to Licensee's reasonable industrial security and safety rules. Licensee must provide the necessary
data communications equipment and operating software at its location to support remote problem diagnosis
and maintenance.
Licensee Responsibilhles
Licensee agrees to fumish ImageSource reasonable access to the Equipment when performing service
subject to Licensee's reasonable industrial security and safety rules If applicable, Licensee shall provide
the necessary data communications equipment and operating software at its location to support remote
problem diagnosis and maintenance. Upon installation of any Software or Hardware upgrades, Licensee
agrees to follow release installation instructions, review system operations after installation, and report any
problem detected as soon as possible. Reasonable storage space at the Licensee's site will be provided to
ImageSource as required.
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Severability and Waiver
If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the
whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in
the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the
parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent
and agreements of the parties herein set forth.
Either party s failure to exercise a right available to d by reason of the other partys breach shall be taken as
an isolated instance and shall not be deemed to be a permanent waiver of such right
Notice
All notices, requests and other communications permitted or required under this Agreement must be in
writing,and shall be delivered as follows with notice deemed given as indicated: (i)by personal delivery
when delivered personally;(d)by overnight courier upon written notification of receipt;(w)by certified or
registered mail, return receipt requested,five(5)days after deposit in the mail. All notices for both parties
shall be sent to the addresses set forth on Page 1 of this Agreement
Force Majeure
Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder
on account of strikes, riots, insurrections,fires,floods, storms, explosions, earthquakes,acts of God,war,
governmental action, or any other similar cause,which is beyond the reasonable control of such party If
any force majeure event occurs,the party delayed or unable to perform shall give immediate notice to the
other party.
Goveming Law
This Agreement will be governed and construed in accordance with the laws of the State of Washington as
applied to transactions taking place wholly within Washington. The courts of the State of Washington
located in the County of Thurston and the United States District Court for the State of Washington shall
have exclusive jurisdiction of any legal proceeding regarding this Agreement, and the parties expressly
submit to the jurisdiction of said courts.
No Assignment
This Agreement shall be binding upon the parties' respective successors and permitted assigns. Neither
party may assign this Agreement, or any of its rights and obligations,without the written consent of the
other party which is not to be unreasonably withheld. Any internal corporate reorganization by Licensee
that does not involve any entity other than Licensee which results in a change of name or form of legal
organization of Licensee("Reorganization")shall not be considered an assignment hereunder, and
Licensee may engage in such Reorganization without the consent of ImageSource and without affecting its
rights and obligations under this Agreement.
Any reorganization of the ImageSource which results in a change of name or ownership shall not effect this
Agreement, and upon any such change, the Licensee shall receive Services of a quality no less than
Licensee received prior to the assignment.
Entire Agreement
This Agreement,and its appendices, set forth the entire understanding between the parties hereto and
supersede all prior agreements, arrangements,and communications,whether oral or written,with respect
to the subject matter hereof. No other agreements,whether oral or written, shall be deemed to bind the
parties hereto with respect to the subject matter hereof.
This Agreement may not be modified or amended except by the mutual written agreement of the parties.
However, Program Exhibits A may be changed to reflect additional product coverage as the Licensee may
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add to the Solution or implemented additional Solutions. Exhibit B will change annually as ImageSource
Holidays and relevant dates change every year.
Countermlgnature
This Agreement is void if not countersigned and returned by ImageSource to Licensee within five(5)
business days after Licensee has signed and delivered it to ImageSource. Schedules issued subsequent
to this Agreement(and its initial Schedule(s))will be void if not countersigned within five(5)business days
after Licensee has signed and delivered it to ImageSource.
Authorization
IN WITNESS WHEREOF,the parties have executed this Agreement in duplicate counterparts, each of which
shall be deemed an original but both of which together shall constitute but one instrument.
M..5.
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Authorized Signature thonzed Signature
& o dwe',L' a:- M 4 h L+—e——
Print Name Print Name
Title 7 Title
Date Date
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PROGRAM EXHIBIT A
City Of Kent - Software Assurance Coverage-4-1-04 and 3-31-05
Optika 60 CC-101 Acorde context Concurrent 301.07 18,064.20
connections level 1
Optika site CL-101 Acorde Seat Site lic. 4,250.00 4,250.00
Optika 1 EBR-ERP- Acorde adapter for JDE 5,950.00 5,950.00
001 SW One World integration
Optika 1 EBP-LOB-001 Acorde line of business 2,550.00 2,550.00
link
Optika 1 CC-102 Acorde ERM lic 240.00 240.00
Optika 1 BA-WEB Optika SupportView 1,000.00 1,000.00
Optika 4 EX0001 extempore 1 -24 259.56 1,038.24
Concurrent users
Optika 1 EXADM Admin Licenses 110.50 110.50
Optika 1 AFT-MOD- Acorde Full Text 25KPPM 819.00 Pre-paid
025
Optika 1 AFT-OW-3o0 Acorde Full Text 279.00 Pre-paid
Overflow 300K PPC
Optika 5 AFT-CLIENT Acorde Full Text Client 18.00 Pre-paid
Optika 1 EXBASE Base extempore Server 3,570.00 3,570.00
Captovation 6 EC-ST-0021 EcScan level 1 292.00 1,752.00
Captovation 7 EC-ID-1001 Eclndex 425.00 2,975.00
Captovation 1 EC-10-1000 Ecindex OCR module 119.00 119.00
Total Annual Software Support $41,618.94
Professional Services and Maintenance —ProSAM—Hours Provided
—Coverage 4-1-04 Until used
rTOTAL
40 Purchased Support Hours, deducted at 175.00 7,000.00
$175/hr and overtime at$225/hr
r Annual Software Professional Support $7,000.00
This Support Services Agreement will auto renew yearly.
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PROGRAM EXHIBIT B
New Years Day--------------- -------------------January 1, 2004
Presidents Day--------------------_--------------------February 16, 2004
Good Friday ---------------------------------April 9, 2004
Memorial Day-- ---------May 31, 2004
Independence Day -------- ------July 4, 2004
Labor Day --------- ------September 6, 2004
Thanksgiving Day -----------November 26, 2004
Day After Thanksgiving ----November 26, 2004
Christmas Eve - ---------- -------------December 24, 2004
Christmas Day —December 25, 2004
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Addendum Authorization
Both parties have agreed to the following changes to the ImageSource Inc. standard Support Services
Agreement.
1. General Provisions Section, Sub section Automatic Renewal—be amended to read,
This Agreement shall commence on April 1, 2004 and shall end on March 31, 2005 The term of this
agreement may be renewed for successive terms of one year rf the following occurs:
• ImageSource will provide the Licensee with an invoice 30 or more days before the expiration of the
term.
• When payment is made prior to the expiration of the current term the contract renews.
• When payment is made after the expiration of the current term, the contract renews and no change
to the term is made.
• When no payment is made or when the Licensee provides written notice of termination after receipt
of the invoice and before the expiration of the current term, the contract expires
2. General Provisions Section-Sub section Governing Law. -be amended to read:
The courts of the State of Washington located in the County of King and the United States District Court for
the State of Washington shall have exclusive jurisdiction of any legal proceeding regarding this Agreement,
and the parties expressly submit to the jurisdiction of said courts.
IN WITNESS WHEREOF, the parties have executed this Addendum Agreement in duplicate counterparts, each
of which shall be deemed an original but both of which together shall constitute but one instrument.
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Authorized Signature orized Signature
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Print Name Print Name
Mel LA Or
Title Title
Date Date
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