Hart contract in plain text part 8: Exhibit C - Boulder County Warranty

["Pete Klammer" <pklammer@xxxxxxxxxxx>]

Exhibit C - Boulder County Warranty

http://coloradovoter.net/contracts/20040422/Exhibit%20C%20-%20Boulder%20Coun
ty%20Warranty%20-%2004-19-04.pdf

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CONFIDENTIAL
Agreement No. ___________ eSlate Agreement No._________
HART INTERCIVIC, INC.
eSLATE WARRANTY, SUPPORT, MAINTENANCE AND LICENSE AGREEMENT
(SIGNATURE PAGE)
This eSlate Warranty, Support, Maintenance and License Agreement
("Agreement") is entered into by and between Hart
InterCivic, Inc., a Texas corporation ("Hart"), and Boulder County
("Client"), a governmental subdivision of the State of
Colorado. This Agreement is entered into in connection with an eSlate
Agreement dated April , 2004, between Hart
and Client under which Client has purchased a New Voting Tabulation System
(System). This Agreement sets forth
terms between Hart and Client applicable to Client's ownership and use of
the System and license from Hart of Hart
Proprietary Software, including warranty, support, maintenance, license, and
other terms. Defined terms used in this
Agreement will have the meanings specified in Section 13, Definitions, or as
otherwise set forth herein.
The following Schedules are attached to this Agreement and made a part
hereof:
Schedule A, Support Contact Information
Schedule B, Hart Proprietary Software
Schedule C, Non-Hart Software
Schedule D, Initial Annual Maintenance Fee
Client acknowledges it has read and understands this Agreement (including
all Schedules) and is entering into this
Agreement only on the basis of the terms expressly set forth in this
Agreement. There are no oral agreements,
representations or warranties. The Effective Date of this Agreement is April
, 2004.
Agreed and Accepted:
Client Hart
Name: Boulder County, Colorado Hart InterCivic, Inc.
Address: 1750 33rd Street
Boulder, Colorado 80301
15500 Wells Port Drive
Austin, TX 78728
15500 Wells Port Drive
Austin, TX 78728
Attn.: Jerry Meadows,
Senior Vice President,
Elections Solutions
Primary Phone: 303-413-7710 800-223-4278
Facsimile: 303-413-7750 800-831-1485
e-mail Lsalas@xxxxxxxxxxxxxxxx tsimmonds@xxxxxxxxxx
Executed by: __________________________ __________________________
Name: Linda Salas Ted Simmonds
Title: County Clerk & Recorder Vice President/CFO
Hart InterCivic, Inc.
This Agreement is not effective until executed by both parties.
In consideration for the agreements set forth herein, the parties agree as
follows:
1. Warranty Terms
1.1 eSlate Hardware Limited Warranty. Hart warrants that during the warranty
period eSlate
Hardware (if any) by Client will be free from defects in materials and
workmanship and will substantially conform
to the performance specifications stated in the Hart Precinct Voting System
Operator's Manual for the eSlate
Hardware. The warranty period is three (3) years beginning with the
Installation Date. Hart will, at Hart's sole
discretion, replace or repair any eSlate Hardware that does not comply with
this warranty, at no additional charge to
Client. To request warranty service, Client must contact Hart in writing
within the warranty period. Hart may elect
to conduct any repairs at Client's site, Hart's facility or any other
location specified by Hart. Any replacement
eSlate Hardware provided to Client under this warranty may be new or
reconditioned. Hart may use new and
reconditioned parts in performing warranty repairs and building replacement
products. If Hart repairs or replaces
eSlate Hardware its warranty period is not extended and will terminate upon
the end of the warranty period of the
replaced or repaired eSlate Hardware. Hart owns all replaced eSlate Hardware
and all parts removed from repaired
products. Client acknowledges and agrees that this warranty is contingent
upon and subject to Client's proper use
of the eSlate Electronic Voting System and the Exclusions from Warranty,
Support and Maintenance Coverage set
forth in Section 1.3. This warranty does not cover any eSlate Hardware which
has had the original identification
marks and/or numbers removed or altered in any manner. The remedies set
forth in this Section are the full extent
of Client's remedies and Hart's obligations regarding this warranty.
1.2 Hart Proprietary Software Limited Warranty. Hart warrants that during
the term of this
Agreement the Hart Proprietary Software will perform substantially according
to the then current functional
specifications described in the BOSST, TallyT, Ballot NowT, FUSIONT, and
RallyT Operators' Manual
accompanying such Hart Proprietary Software. To request warranty service,
Client must contact Hart in writing
within the warranty period. Failure to conform to the warranty must be
reported in writing and be accompanied
with sufficient detail to enable Hart to reproduce the error and provide a
remedy or suitable work-around. Hart will
make commercially reasonable efforts to remedy or provide a suitable
work-around for defects, errors or
malfunctions covered by this warranty that have a significant adverse affect
upon operation of the Hart Proprietary
Software, at no additional charge to Client. Because not all errors or
defects can or need be corrected, Hart does not
warrant that all errors or defects will be corrected. Client acknowledges
and agrees that this warranty is contingent
upon and subject to Client's proper use of the System and the Exclusions
from Warranty, Support and Maintenance
Coverage set forth in Section 1.3. The remedies set forth in this Section
1.2 are the full extent of Client's remedies
and Hart's obligations regarding this warranty.
1.3 Exclusions from Warranty, Support and Maintenance Coverage. The
warranties under this
Section 1 and Software support and maintenance under Section 2 do not cover
defects, errors or malfunctions which
are caused by any external causes, including but not limited to any of the
following: (a) Client's failure to follow
operational, maintenance or storage instructions as set forth in applicable
documentation; (b) the use of noncompatible
media, supplies, parts or components; (c) modification or alteration of the
System, or its components, by
Client or third parties not authorized by Hart; (d) use of equipment or
software not supplied or authorized by Hart;
(e) external factors (including, without limitation, power failure, surges
or electrical damage, fire or water damage,
air conditioning failure, humidity control failure, or corrosive atmosphere
harmful to electronic circuitry); (f) failure
to maintain proper site specifications and environmental conditions; (g)
negligence, accidents, abuse, neglect,
misuse or tampering; (h) improper or abnormal use or use under abnormal
conditions; (i) use in a manner not
authorized by this Agreement or use inconsistent with Hart's specifications
and instructions; (j) use of software on
equipment that is not in good operating condition, (k) acts of Client, its
agents, servants, employees, or any third
party; (l) servicing, support or maintenance not authorized by Hart; or, (m)
Force Majeure. Hart reserves the right to
charge for repairs (on a time and materials basis at Hart's then prevailing
rates, plus expenses) and replacements (at
Hart's list prices) caused by these exclusions from warranty, support and
maintenance coverage.
1.4 Non-Hart Equipment and Non-Hart Software Excluded. HART MAKES NO
REPRESENTATIONS OR WARRANTIES AS TO NON-HART EQUIPMENT AND NON-HART
SOFTWARE,
IF ANY, PROVIDED BY HART TO CLIENT, ALL OF WHICH IS SOLD, LICENSED OR
SUBLICENSED TO
CLIENT "AS IS." HART HAS NO RESPONSIBILITY OR LIABILITY FOR NON-HART
EQUIPMENT AND
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CONFIDENTIAL
NON-HART SOFTWARE, IF ANY, PROVIDED BY HART'S DISTRIBUTORS OR OTHER THIRD
PARTIES
TO CLIENT. If Hart sells, licenses or sublicenses any Non-Hart Equipment or
Non-Hart Software to Client, Hart
will pass through to Client, on a non-exclusive basis and without recourse
to Hart, any third party manufacturer's
warranties covering the equipment or software, but only to the extent, if
any, permitted by the third-party
manufacturer. Client agrees to look solely to the warranties and remedies,
if any, provided by the manufacturer or
third party licensor.
1.5 DISCLAIMER. THE WARRANTIES IN THIS WARRANTY TERMS SECTION GIVE
CLIENT SPECIFIC LEGAL RIGHTS, AND CLIENT MAY ALSO HAVE OTHER RIGHTS THAT
VARY
FROM STATE TO STATE (OR JURISDICTION TO JURISDICTION). HART'S RESPONSIBILITY
FOR
MALFUNCTIONS AND DEFECTS IN ESLATE HARDWARE AND HART PROPRIETARY SOFTWARE IS
LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN THIS WARRANTY TERMS
SECTION. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS
LIMITED
WARRANTIES IN SECTION 1 OF THIS AGREEMENT, (A) THERE ARE NO WARRANTIES,
EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE UNDER THIS AGREEMENT OR IN
CONNECTION
WITH THE SALE OF ESLATE HARDWARE AND LICENSE OF HART PROPRIETARY SOFTWARE,
AND,
(B) HART DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED
TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,
TITLE AND NON-INFRINGEMENT FOR ALL EQUIPMENT, SOFTWARE, AND SERVICES. THE
EXPRESS
WARRANTIES EXTEND SOLELY TO CLIENT. SOME STATES (OR JURISDICTIONS) DO NOT
ALLOW
LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO
CLIENT.
2. Software Support and Maintenance Services.
2.1 Description of Support and Maintenance Services. Subject to the terms
and conditions of this
Agreement, Hart will provide Client the Software support and maintenance
services described below. Support and
maintenance under this Section 2 do not cover any of the exclusions from
warranty, support and maintenance
coverage as described under Section 1.3. Hart must not provide any
equipment, services or other items that would
cause County to incur additional costs beyond those stated in this
Agreement, without the prior written approval in
the form of a purchase order from Boulder County. If Hart receives prior
written approval in the form of a purchase
order from Boulder County to provide additional support and maintenance,
Client will pay Hart for services on a
time and materials basis at Hart's then prevailing rates, plus expenses, and
for replacements at Hart's list prices,
unless otherwise agreed in writing by Hart and Client.
2.1.1 Software Support. Software support will consist of assisting the
Client in design and
production of elections including pre-election and post-election testing and
general operation of the System
2.1.2 Software Maintenance. Software maintenance will consist of periodic
updates and any
software "bug" corrections to Software. A Software "bug" will be any
malfunction that prevents the Software from
performing substantially as described in the then-current operator's manual
for such Software. Because not all
errors or defects can or need be corrected, Hart does not warrant that all
errors or defects will be corrected. Hart
reserves the right to determine whether any reported, claimed Software
malfunction is in fact a software "bug".
Software "bugs" must be reported in writing and be accompanied with
sufficient detail to enable Hart to reproduce
the error and provide a remedy or suitable work-around. The exclusions from
warranty coverage under Section 1.3
also are exclusions from Software maintenance under this Section 2.1.2.
2.1.3 Client Suggestions and Recommendations. Client may propose, suggest or
recommend changes to the Software at any time in writing to Hart. Such
proposals, suggestions or
recommendations will become Hart's property. Hart may include any such
proposals, suggestions or
recommendations, solely at Hart's option, in subsequent periodic Software
updates. Hart is under no obligation to
change, alter or otherwise revise the Software according to Client's
proposals, suggestions or recommendations.
2.2 Support Contact Information. Support contact information is set forth on
Schedule A, Support
Contact Information.
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CONFIDENTIAL
3. Software Licenses and Sublicenses.
3.1 Licenses and Sublicenses. Subject to the terms and conditions of this
Agreement, Hart grants to
Client a personal, non-exclusive, nontransferable limited license to use the
Hart Proprietary Software and a
personal, non-exclusive, nontransferable limited sublicense to use the
Sublicensed Software. Hart will provide
Client, and Client will be permitted to use, only the run-time executable
code and associated support files of the
Software for Client's internal data processing requirements as part of the
System. The Software may be used only
in the United States at the Licensed Location specified on Schedule B on the
Equipment or other computer systems
authorized by Hart in writing. Client may temporarily transfer the Software
to a back-up computer system at an
alternative location within Client's county of operation if the Equipment or
other authorized computer system is
inoperative or the Licensed Location is temporarily unavailable, provided
Client must promptly give Hart written
notice of such temporary transfer, including a description of the back-up
computer system and the alternative
location. Client's use of the Software will be limited to the number of
users specified in Exhibits B and C. Only
Client and its authorized employees may use or access the Software. Voters
are also authorized to interact with the
Software, in a manner consistent with user instructions, for the sole
purpose of producing a cast vote record during
the course of an election. Client agrees that Hart, the licensors of
Sublicensed Software, and their representatives
may periodically inspect and conduct and/or direct an independent accounting
firm to conduct an audit, at mutually
agreed upon times during normal business hours, of the computer site,
computer systems, Equipment and
appropriate records of Client in order to verify Client's compliance with
the terms of the licenses and sublicenses
granted to Client.
3.2 Delivery and Installation. Hart will deliver and install the Software at
the Client's site on a
mutually agreed upon date during Hart's normal working hours. The Software
will be deemed accepted upon the
Installation Date.
3.3 Training and Documentation. Hart will provide standard user-level
documentation for the
Software and standard operational training prior to the first election for
which the Software will be used. Hart must
not provide any equipment, services or other items that would cause County
to incur additional costs beyond those
stated in this Agreement, without the prior written approval in the form of
a purchase order from Boulder County.
If Hart receives prior written approval in the form of a purchase order from
Boulder County to provide additional
training and/or support services, charges for additional training or support
services will be invoiced to Client at
Hart's then-current hourly rates, plus travel, communication and other
expenses. Any non-standard or additional
training or support services will be mutually agreed to by Hart and Client
in writing and documented in an
amendment to this Agreement.
3.4 Protection of Software.
(a) The eSlate Hardware (if any) and Hart Proprietary Software are designed
to be used only
with each other and the Non-Hart Software and Non-Hart Equipment in the
System provided to the County. To
protect the integrity and security of the System, without the express
written consent of Hart, (i) Client shall use the
Software and Equipment only in connection with the provided voting System,
(ii) Client shall not install or use
other software on or with the Equipment or Software or network the Equipment
or Software with any other
hardware, software, equipment or computer systems, and (iii) Client shall
not modify the Equipment or Software. If
Client does not comply with any provisions of the preceding sentence, then
(i) the Limited Warranties under section
1 will automatically terminate; (ii) Hart may terminate its obligation to
provide Support and Maintenance Services
under section 2; (iii) Hart will have no further installation obligations
under section 3.2 (Delivery and Installation),
and (iv) Hart will have no further obligations under section 3.3 (Training
and Documentation). Furthermore, if
Client uses the Software and Equipment in combination with other software
and equipment (other software or
equipment being those not provided by Hart or its designees), and the
combination infringes Hart proprietary patent
claims outside the scope of the software license granted to Client under
Section 3, Hart reserves its rights to enforce
its patents with respect to those claims.
(b) Client shall not, under any circumstances, cause or permit the
adaptation, conversion,
reverse engineering, disassembly or de-compilation of any Software. Client
shall not use any Software for
application development, modification or customization purposes, except
through Hart.
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CONFIDENTIAL
(c) Client shall not assign, transfer, sublicense, time-share or rent the
Software or use it for
facility management or as a service bureau. This restriction does not
preclude or restrict Client from contracting for
election services for other local governments located within Client's
jurisdictional boundaries. Client shall not modify,
copy or duplicate the Software; provided, during the term of the Software
licenses and sublicenses, Client may have in its
possession one copy of the Software for inactive archival or back-up
purposes. All copies of the Software, in whole or in
part, must contain all of Hart's or the third party licensor's titles,
trademarks, copyright notices and other restrictive and
proprietary notices and legends (including government restricted rights) as
they appear on the copies of the Software
provided to Client. Client shall notify Hart of the following: (i) the
location of all Software and all copies thereof, and
(ii) any circumstances known to Client regarding any unauthorized possession
or use of the Software.
(d) Upon termination of Client's license or sublicense of Software, Client
shall immediately
discontinue all use of the Software and return to Hart or destroy, at Hart's
option, the Software (and all related
documentation and Confidential and Proprietary Information) and all
archival, back-up and other copies thereof, and
provide certification to Hart of such return or destruction.
(e) Any results of benchmark tests conducted by the County on the Hart
provided System shall
be considered a confidential and proprietary record of Hart, and as such,
Client shall not publish any results of benchmark
tests run on any of the System Software.
(f) Although the Hart Proprietary Software and Sublicensed Software are
protected by copyright
and/or patents, they may be unpublished, and constitute Confidential and
Proprietary Information of Hart and the third
party licensor, respectively. Client shall maintain the Software in
confidence and comply with the terms of Section 6,
Protection of Confidential and Proprietary Information, with respect to the
Software.
(g) This Section 3.4 will survive the termination or cancellation of this
Agreement.
3.5 No Transfer of Title. This Agreement does not transfer to Client title
to any Software,
intellectual property contained in any Software, or Confidential and
Proprietary Information. Title to Hart
Proprietary Software and all copies thereof, and all associated intellectual
property rights therein, will remain in
Hart. Title to Non-Hart Software and all copies thereof, and all associated
intellectual property rights therein, will
remain in the applicable third party licensor.
3.6 Inherently Dangerous Applications. The Software is not developed or
licensed for use in any
nuclear, aviation, mass transit, or medical application or in any other
inherently dangerous applications. Client shall not
use the Software in any inherently dangerous application and agrees that
Hart and any third party licensor will not be
liable for any claims or damages arising from such use.
4. Annual Fee.
4.1 Amount of Annual Fee. The Annual Fee is a combined licensing,
sublicensing, support and
maintenance fee. Client will pay Hart an Annual Fee upon execution of this
Agreement and annually thereafter
before each Anniversary Date. The amount of the Initial Annual Maintenance
Fee, payable upon execution of this
Agreement, is the amount specified as the "Initial Annual Maintenance Fee"
on Schedule D of this document (and
in Exhibit A of the Agreement). Subsequent Annual Maintenance Fees are due
annually prior to each Anniversary
Date of this Agreement. Hart may adjust the amount of the Annual Maintenance
Fee payable on each Anniversary
Date per Section 14.3 of the Agreement, by notifying Client in writing of
any price changes with the invoice in
which the adjustment is made. Unless adjusted by Hart, each Annual
Maintenance Fee will be the same as the
immediately preceding Annual Fee.
4.2 Invoices. Hart will invoice Client annually ninety (90) calendar days
before the due date of the
Annual Maintenance Fee.
4.3 Payments. Client must pay each invoiced Annual Maintenance Fee before
the Anniversary Date
immediately following the date of invoice. If Client elects not to or fails
to timely pay an Annual Fee, this
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CONFIDENTIAL
Agreement and the licenses, sublicenses and Software support and maintenance
services will automatically
terminate on such Anniversary Date. All payments are to be made to Hart at
its principal office in Austin, Texas, as
set forth on the Signature Page or to such other location as may be
designated by Hart in a notice to Client.
4.4 Additional Charges. Hart must not provide any equipment, services or
other items that would
cause County to incur additional costs beyond those stated in this
Agreement, without the prior written approval in
the form of a purchase order from Boulder County. Hart must receive prior
written approval in the form of a
purchase order from Boulder County to provide additional services rendered
outside contracted hours or beyond
normal coverage at Client's request (e.g. travel expenses, premium and
minimum charges, etc.). Any additional
charges mutually agreed to by Hart and Client, for which prior written
approval in the form of a purchase order
from Boulder County has been received, must be documented in an amendment to
this Agreement.
4.5 Payment Disputes. If any dispute exists between the parties concerning
the amount due or due
date of any payment, Client shall promptly pay the undisputed portion. Such
payment will not constitute a waiver
by Client or Hart of any of their respective legal rights and remedies
against each other.
4.6 Taxes. If Client is tax exempt, Client will provide Hart with proof of
its tax-exempt status. If
Client is not tax-exempt, (a) Client will pay any tax Hart becomes obligated
to pay in connection with this
Agreement, exclusive of taxes based on the net income of Hart, and (b)
Client will pay all personal property and
similar taxes assessed after shipment. If Client challenges the
applicability of any such tax, Client shall pay the tax
and may thereafter seek a refund.
4.7 Suspension of Performance. If any payment due to Hart under this
Agreement is past due more
than thirty (30) days, Hart may suspend performance under this Agreement
until all amounts due are current.
5. Client Responsibilities.
5.1 Independent Determination. Client acknowledges it has independently
determined that the
System meets its requirements.
5.2 Cooperation. Client agrees to cooperate with Hart and promptly perform
Client's responsibilities
under this Agreement. Client will (a) provide adequate working and storage
space for use by Hart personnel near
Equipment, (b) provide Hart full access to the Equipment and Software and
sufficient computer time, subject to
Client's security rules, (c) follow Hart's procedures for placing warranty
service requests and determining if
warranty remedial service is required, (d) follow Hart's instructions for
obtaining support, maintenance and
warranty services, (e) provide a memory dump and additional data in machine
readable form if requested, (f)
reproduce suspected errors or malfunctions in Software, (g) provide timely
access to key Client personnel and
timely respond to Hart's questions, and (h) otherwise cooperate with Hart in
its performance under this Agreement.
5.3 Site Preparation. Client shall prepare and maintain the installation
site in accordance with
instructions provided by Hart. Client is responsible for environmental
requirements, electrical interconnections and
modifications to facilities for proper installation, in accordance with
Hart's specifications. Any delays in
preparation of the installation site will correspondingly extend Hart's
delivery and installation deadlines.
5.4 Site Maintenance; Proper Storage. Client shall maintain the appropriate
operating environment,
in accordance with Hart's specifications, for the Equipment and Software and
all communications equipment,
telephone lines, electric lines, cabling, modems, air conditioning and all
other equipment and utilities necessary for
the Equipment and Software to operate properly. Client shall properly store
the Equipment and Software when not
in use.
5.5 Use. Client is exclusively responsible for supervising, managing and
controlling its use of the
eSlate Electronic Voting System, including but not limited to, establishing
operating procedures and audit controls,
supervising its employees, making daily backups, inputting data, ensuring
the accuracy and security of data input
and data output, monitoring the accuracy of information obtained, and
managing the use of information and data
obtained. Client will ensure that its personnel are, at all times, educated
and trained in the proper use and operation
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CONFIDENTIAL
of the System and that the Equipment and Software are used in accordance
with applicable manuals, instructions
and specifications. Client shall comply with all applicable laws, rules and
regulations with respect to its use of the
System.
5.6 Backups. Client will maintain back-up data necessary to replace critical
Client data in the event
of loss or damage to data from any cause.
6. Protection of Confidential and Proprietary Information.
6.1 Confidentiality. Client will keep in confidence and protect Confidential
and Proprietary
Information from disclosure to third parties and restrict its use to uses
expressly permitted under this Agreement. Client
shall take all reasonable steps to ensure that the trade secrets and
proprietary data contained in the Equipment and
Software and the other Confidential and Proprietary Information are not
disclosed, copied, duplicated, misappropriated or
used in any manner not expressly permitted by the terms of this Agreement.
Client shall keep the Software and all tapes,
diskettes, CDs and other physical embodiments of them, and all copies
thereof, at a secure location and limit access to
those employees who must have access to enable Client to use the Software.
Client acknowledges that unauthorized
disclosure of Confidential and Proprietary Information may cause substantial
economic loss to Hart or its suppliers and
licensors. Each permitted copy of Confidential and Proprietary Information,
including its storage media, will be marked
by Client to include all notices that appear on the original. Title,
copyright and all other proprietary rights in and to the
Software at all times remains vested exclusively in Hart or, as applicable,
third-party licensors.
Notwithstanding any other provision of this Agreement to the contrary,
Client may disclose all or a portion of the
Confidential and Propriety Information to a third party under the following
circumstances: Client will notify Hart if it
receives a request from any person, as defined by C.R.S. 24-72-202(3), to
inspect, and Hart shall within 48 hours
determine whether it considers such records to be subject to non-disclosure
pursuant to C.R.S. 24-72-204(s)(a)(IV). If a
person thus denied the right to inspect any Confidential and Propriety
Information applies to the district court pursuant to
C.R.S. 24-72-204(5) for an order directing Client to show cause why he
should not be permitted the inspection of
Confidential and Propriety Information, Hart will defend, or pay all costs
incurred in defending such denial. Hart will
also defend, indemnify and hold harmless the Client from all liability,
costs and damages, including attorneys' fees,
arising out of or relating to Client's refusal to allow inspection and
copying of the Confidential and Propriety
Information. Hart acknowledges that confidentiality will not be preserved
for Confidential and Propriety Information
ordered released for inspection pursuant to court order, and such release
will not be considered a breach of this
confidentiality provision or the agreement of which it is part.
6.2 Return of Confidential and Proprietary Information. Upon termination or
cancellation of this
Agreement or, if earlier, upon termination of Client's permitted access to
or possession of Confidential and
Proprietary Information, Client shall return to Hart all copies of the
Confidential and Proprietary Information in
Client's possession (including Confidential and Proprietary Information
incorporated in software or writings).
6.3 Intellectual Properties. All ideas, concepts, know-how, data processing
techniques,
documentation, diagrams, schematics, firmware, equipment architecture,
software, improvements, bug fixes,
upgrades and trade secrets developed by Hart personnel (alone or jointly
with Client) in connection with
Confidential and Proprietary Information, eSlate Hardware (if any), and Hart
Proprietary Software will be the
exclusive property of Hart.
6.4 Support and Maintenance Materials. Client acknowledges that all support
and maintenance
materials are the property of Hart and include Confidential and Proprietary
Information of Hart. Client agrees that it
will not permit anyone other than Hart installation and maintenance
personnel and authorized County employees to
use such materials.
6.5 Client Employees. Client will inform its employees of their obligations
under this Section 6 to
ensure that such obligations are met.
6.6 License Back. If Client possesses or comes to possess a licensable or
sublicensable interest in
any issued patent with claims that read upon the provided System, its method
of operation, or any component
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CONFIDENTIAL
thereof, Client hereby grants and promises to grant an irrevocable, royalty
free, paid-up license, with right to
sublicense, of such interest to Hart permitting Hart to make, have made, use
and sell materials or services within the
scope of the patent claims.
6.7 Survival. This Section 6 will survive termination or cancellation of
this Agreement.
7. Title; Risk of Loss
7.1 Software.
(a) Hart Proprietary Software. Title to Hart Proprietary Software, all
copies thereof and all
associated intellectual proprietary rights therein will remain in Hart,
including but not limited to all patents,
copyrights, trade secrets, trademarks and other proprietary rights.
(b) Non-Hart Software. Title to Non-Hart Software, all copies thereof and
all associated
intellectual proprietary rights therein will remain in the applicable
third-party licensor, including but not limited to
all patents, copyrights, trade secrets, trademarks and other proprietary
rights.
(c) Risk of Loss. Risk of loss to Software will pass to Client upon
delivery.
7.2 Confidential and Proprietary Information. Title to Hart's Confidential
and Proprietary
Information will remain in Hart. Title to Confidential and Proprietary
Information of Hart's suppliers and licensors
will remain in the relevant suppliers and licensors.
7.3 Proprietary Rights. Client acknowledges and agrees that the design of
Hart's eSlate Electronic
Voting System and the provided System, design of the eSlate Hardware, Hart
Proprietary Software, and any and all
related patents, copyrights, trademarks, service marks, trade names,
documents, logos, software, microcode,
information and material, are the property of Hart. Client agrees that the
sale of System and license of Hart
Proprietary Software to Client does not grant to or vest in Client any
right, title or interest in such proprietary
property. All patents, trademarks, copyrights, trade secrets and other
intellectual property rights, whether now
owned or acquired by Hart with respect to the System, eSlate Hardware (if
any) and Hart Proprietary Software, are
the sole and absolute property of Hart and no interest therein is being
vested in Client by the execution of this
Agreement or the sale of the eSlate Hardware (if any) or license of the Hart
Proprietary Software to Client. Client
shall not, under any circumstances, cause or permit the adaptation,
conversion, reverse engineering, disassembly or
de-compilation of any Software or Equipment. Client will have no authority
or right to copy, reproduce, modify,
sell, license or otherwise transfer any rights in any proprietary property
of Hart. The provisions of this section 7.3
will survive the termination or cancellation of this Agreement.
8. Term of agreement; Termination.
8.1 Term. The initial term of this Agreement and the licenses granted herein
is one (1) year
commencing on the Effective Date and expiring on the first Anniversary Date.
8.2 Renewal Terms. Except as otherwise provided in this Agreement, Client
may renew this
Agreement prior to its expiration or termination by paying the Annual Fee
invoiced by Hart, as provided in Section
4.2, before the Anniversary Date immediately following the date of invoice,
as provided in Section 4.3. Each
renewal term will be a one-year (1-year) term, commencing on the expiration
of the prior term and expiring on the
immediately following Anniversary Date.
8.3 Defaults. The following events will be deemed to be defaults:
(a) A party committing a material breach of any term of this Agreement or
the System
Agreement if such breach has not been cured within thirty (30) days after
written notice of such breach has been
given by the non-defaulting party to the defaulting party;
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(b) A party filing bankruptcy, becoming insolvent, or having its business
placed in the hands
of a receiver, assignee or trustee, whether by voluntary act or otherwise;
or,
(c) A party failing to comply in any material respect with any federal,
state or local laws
applicable to a party's performance under this Agreement or the System
Agreement.
8.4 Termination.
(a) This Agreement will terminate at the end of its then current term if
Client has elected not
to extend the Agreement by requesting said extension in writing to Hart at
least sixty (60) days in advance of the
termination date or has failed to timely make full payment to Hart of the
invoiced Annual Fee required to renew the
term, as provided in Sections 4.3 and 8.2. Hart must provide Boulder County
ninety (90) days written notice of any
decision on its part to terminate the Agreement at the end of the current
term, or subsequent terms.
(b) Hart may terminate Software Support and Maintenance Services under
Section 2 on
thirty (30) days prior written notice to Client if Hart determines that any
alterations, attachments or modifications
not made by Hart or the failure to install a maintenance release will
interfere with the provision of support or
maintenance.
(c) A party may terminate this Agreement before expiration of its term for
default by the
other party. If default occurs, the parties will have all remedies provided
in this Agreement and otherwise available
by statute, law or equity.
8.5 Survival. Section 1.1 will survive the termination or expiration of this
Agreement until the end of
the warranty period stated therein. Sections 3.4(b), 3.4(c), 3.4(d), 3.4(e),
3.4(f), 6, 7.3, 8.5, 9, 11 and 12 will
survive the termination or expiration of this Agreement.
9. Limitation of Damages.
9.1 EXCLUSIVE REMEDY. HART DOES NOT ACCEPT ANY LIABILITY FOR WARRANTIES
BEYOND THE REMEDIES SET FORTH IN SECTION 1. HART'S ENTIRE LIABILITY AND
CLIENT'S
EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS CONCERNING THE ESLATE HARDWARE
PROVIDED TO CLIENT BY HART OR ITS DISTRIBUTORS, THIS AGREEMENT AND SOFTWARE
AND
SERVICES PROVIDED UNDER THIS AGREEMENT ARE SET FORTH IN THIS SECTION.
9.2. DISCLAIMER. CLIENT IS RESPONSIBLE FOR ASSURING AND MAINTAINING THE
BACK-UP OF ALL CLIENT DATA. UNDER NO CIRCUMSTANCES WILL HART BE LIABLE TO
CLIENT
OR ANY THIRD PARTY FOR THE LOSS OF OR DAMAGE TO CLIENT DATA.
9.3 LIMITATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HART, HART'S
LICENSORS AND ANY PARTY INVOLVED IN THE CREATION, MANUFACTURE OR
DISTRIBUTION OF
THE EQUIPMENT AND SOFTWARE AND THE PERFORMANCE OF SERVICES UNDER THIS
AGREEMENT WILL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT,
INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR LOST DATA
SUSTAINED OR INCURRED IN CONNECTION WITH THE EQUIPMENT, SOFTWARE, SERVICES
OR
THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
REGARDLESS OF
THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. IN
ADDITION, HART'S TOTAL LIABILITY TO CLIENT FOR DIRECT DAMAGES ARISING OUT OF
OR
RELATING TO THE EQUIPMENT, SOFTWARE, SERVICES AND THIS AGREEMENT WILL IN NO
EVENT
EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO HART UNDER THIS
AGREEMENT.
HART IS NOT LIABLE FOR DAMAGES CAUSED IN ANY PART BY CLIENT'S NEGLIGENCE OR
INTENTIONAL ACTS OR FOR ANY CLAIM AGAINST CLIENT OR ANYONE ELSE BY ANY THIRD
PARTY.
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SOME STATES (OR JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION
MAY
NOT APPLY TO CLIENT.
9.4 Referrals. Hart may direct Client to third-parties having products or
services that may be of
interest to Client for use in conjunction with the Equipment and Software.
Notwithstanding any Hart
recommendation, referral or introduction, Client will independently
investigate and test non-Hart products and
services and will have sole responsibility for determining suitability for
use of non-Hart products and services. Hart
has no liability with respect to claims relating to or arising from use of
non-Hart products and services, including,
without limitation, claims arising from failure of non-Hart products to
provide proper time and date functionality.
10. Infringement Indemnity.
10.1 Indemnity. Hart, at its own expense, will defend and indemnify Client
against claims that the
eSlate Hardware (if any) or Hart Proprietary Software infringe a United
States patent or copyright or misappropriate
trade secrets protected under United States law, provided Client (a) gives
Hart prompt written notice of such claims,
(b) permits Hart to control the defense and settlement of the claims, and
(c) provides all reasonable assistance to
Hart in defending or settling the claims.
10.2 Remedies. As to eSlate Hardware or Hart Proprietary Software which is
subject to a claim of
infringement or misappropriation, Hart may (a) obtain the right of continued
use of the eSlate Hardware or Hart
Proprietary Software for Client or (b) replace or modify the eSlate Hardware
or Hart Proprietary Software to avoid
the claim. If neither alternative is available on commercially reasonable
terms, then, at the request of Hart, any
applicable Software license and its charges will end, Client will stop using
the applicable eSlate Hardware (if any)
and Hart Proprietary Software, and Client will return to Hart all applicable
eSlate Hardware (if any) and return or
destroy all copies of the applicable Hart Proprietary Software, and will
certify in writing to Hart that such return or
destruction has been completed. Upon return or Hart's receipt of
certification of destruction, Hart will give Client a
credit for the price paid to Hart for the returned or destroyed eSlate
Hardware (if any) and Hart Proprietary
Software, less a reasonable offset for use and obsolescence.
10.3 Exclusions. Hart will not defend or indemnify Client if any claim of
infringement or
misappropriation (a) is asserted by an affiliate of Client, (b) results from
Client's design or alteration of any eSlate
Hardware (if any) or Hart Proprietary Software, (c) results from use of any
eSlate Hardware or Hart Proprietary
Software in combination with any non-Hart product, except to the extent, if
any, that such use in combination is
restricted to the System designed by Hart, (d) relates to non-Hart Software
or Non-Hart Equipment alone, or (e)
arises from Client-specified customization work undertaken by Hart or its
designees in response to changes in Hart
Proprietary Software or Non-Hart Software that are made in response to
Client specifications.
10.4 EXCLUSIVE REMEDIES. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF
HART AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT AND TRADE
SECRET
MISAPPROPRIATION.
11. Dispute Resolution.
11.1 Disputes and Demands. The parties will attempt to resolve any claim or
controversy related to
or arising out of this Agreement, whether in contract or in tort
("Dispute"), on a confidential basis according to the
following process, which either party may start by delivering to the other
party a written notice describing the
dispute and the amount involved ("Demand").
11.2 Negotiation and Meditation. After receipt of a Demand, authorized
representatives of the
parties will meet at a mutually agreed upon time and place to try to resolve
the Dispute by negotiation. If the
Dispute remains unresolved after this meeting, either party may start
mandatory non-binding mediation under the
commercial mediation rules of the American Arbitration Association ("AAA")
or such other mediation process as is
mutually acceptable to the parties.
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11.3 Injunctive Relief. Notwithstanding the other provisions of this Section
11, if either party seeks
injunctive relief, such relief may be sought in a court of competent
jurisdiction without complying with the
negotiation and mediation provisions of this Section 11.
11.4 Time Limit. Neither mediation under this section nor any legal action,
regardless of its form, related
to or arising out of this Agreement may be brought more than two (2) years
after the cause of action first accrued.
12. General Provisions.
12.1 Entire Agreement. This Agreement and the attachments, schedules and
exhibits hereto are the
entire agreement and supersede all prior negotiations and oral agreements.
Hart has made no representations or
warranties with respect to this Agreement or the System and its components
that are not included herein. Client
acknowledges and agrees that Hart has no responsibility or liability under
the eSlate Agreement except to the extent,
if any, that Hart is a party to the eSlate Agreement. This Agreement may not
be amended or waived except in
writing signed by an officer of the party to be bound thereby.
12.2 Preprinted Forms. The use of preprinted forms, such as purchase orders
or acknowledgments, in
connection with this Agreement is for convenience only and all preprinted
terms and conditions stated thereon are
void and of no effect. If any conflict exists between this Agreement and any
terms and conditions on a purchase
order, acknowledgment or other preprinted form, the terms and conditions of
this Agreement will govern and the
conflicting terms and conditions in the preprinted form will be void and of
no effect. The terms and conditions of
this Agreement, including but not limited to this Section 12.2, cannot be
amended, modified or altered by any
conflicting preprinted terms or conditions in a preprinted form.
12.3 Interpretation. This Agreement will be construed according to its fair
meaning and not for or
against either party. Headings are for reference purposes only and are not
to be used in construing the Agreement.
All words and phrases in this Agreement are to be construed to include the
singular or plural number and the
masculine, feminine, or neuter gender as the context requires.
12.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS, UNLESS
CLIENT IS
A GOVERNMENTAL SUBDIVISION OF ANOTHER STATE, IN WHICH CASE THE LAWS OF THE
STATE
IN WHICH CLIENT IS A GOVERNMENTAL SUBDIVISION WILL CONTROL.
12.5 Severability. Whenever possible, each provision of this Agreement will
be interpreted to be
effective and valid under applicable law; but if any provision is found to
be invalid, illegal or unenforceable, then
such provision or portion thereof will be modified to the extent necessary
to render it legal, valid and enforceable
and have the intent and economic effect as close as possible to the invalid,
illegal or unenforceable provision. If it is
not possible to modify the provision to render it legal, valid and
enforceable, then the provision will be severed from
the rest of the Agreement and ignored. The invalidity, illegality or
unenforceability of any provision will not affect
the validity, legality or enforceability of any other provision of this
Agreement, which will remain valid and
binding.
12.6 Delays. Hart is not responsible for failure to fulfill its obligations
when due to causes beyond its
reasonable control, including the failure of third parties to timely provide
Software, Equipment, materials or labor
contemplated herein. Hart will notify Client in writing of any such delay,
and the time for Hart's performance will
be extended for a period corresponding to the delay. Hart and Client will
determine alternative procedures to
minimize delays.
12.7 Force Majeure. "Force Majeure" means a delay encountered by a party in
the performance of its
obligations under this Agreement which is caused by an event beyond the
reasonable control of the party, but does
not include any delays in the payment of monies due by either party. Without
limiting the generality of the
foregoing, "Force Majeure" will include but is not restricted to the
following types of events: acts of God or public
enemy; acts of governmental or regulatory authorities (other than, with
respect to Client's performance, the Client
and its governing entities); fires, floods, epidemics or serious accidents;
unusually severe weather conditions;
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strikes, lockouts, or other labor disputes. If any event constituting Force
Majeure occurs, the affected party shall
notify the other party in writing, disclosing the estimated length of the
delay, and the cause of the delay. If a Force
Majeure occurs, the affected party will not be deemed to have violated its
obligations under this Agreement, and
time for performance of any obligations of that party will be extended by a
period of time necessary to overcome the
effects of the Force Majeure.
12.8 Compliance with Laws. Client and Hart shall comply with all federal,
state and local laws in the
performance of this Agreement, including those governing use of the
Equipment and Software. Equipment and
Software provided under this Agreement may be subject to U.S. and other
government export control regulations.
Client shall not export or re-export any Equipment or Software.
12.9 Assignments. Hart may assign this Agreement or its interest in any
Equipment or Software, or
may assign the right to receive payments, without Client's consent. Any such
assignment, however, will not change
the obligations of Hart to Client that are outstanding at the time of
assignment. Client will be notified in writing if
Hart makes an assignment of this Agreement. Client shall not assign this
Agreement without the express written
consent of Hart, such consent not to be unreasonably withheld. In the event
of any permitted assignment of this
Agreement, the assignee shall assume the liabilities and responsibilities of
the assignor, in writing.
12.10 Independent Contractors. Client and Hart are independent contractors
and are not agents or
partners of each other. Hart's employees, agents and subcontractors will not
be entitled to any privileges or benefits
of Client employment. Client's employees, agents and contractors will not be
entitled to any privileges or benefits
of Hart employment.
12.11 Notices. Any notice required or permitted to be given under this
Agreement by one party to the
other must be in writing and shall be given and deemed to have been given
immediately if delivered in person to the
address set forth on the Signature Page for the party to whom the notice is
given, or on the fifth business day
following mailing if placed in the United States Mail, postage prepaid, by
registered or certified mail with return
receipt requested, addressed to the party at their address set forth on the
Signature Page. Each party may change its
address for notice by giving written notice of the change to the other
party.
12.12 Trademarks. eSlateT, eSlate 3000T, Judges Booth ControllerT, JBC1000T,
Disabled Access
UnitT, DAU5000T, Mobile Ballot BoxT, Ballot Origination Software SystemT,
BOSST, TallyT, RallyT and
Ballot NowT are trademarks of Hart.
13. Definitions.
"Agreement" has the meaning set forth on the Signature Page.
"Anniversary Date" means each anniversary of the Effective Date.
"Annual Fee" means the combined annual license, sublicense, support and
maintenance fees payable by
Client to Hart as described in Section 4.
"Client" has the meaning set forth on the Signature Page.
"Confidential and Proprietary Information" means Software, firmware,
diagnostics, documentation
(including operating manuals, user documentation and environmental
specifications), designs and configurations of
Equipment, Software and firmware, trade secrets and related documentation,
and any other information confidential
to Hart or its suppliers or licensors.
"DAU" means the Disabled Access Unit (DAU5000) created by Hart as an add-on
component to an eSlate
that facilitates the performance of voting activities by disabled voters,
for example, by providing an audio ballot
presentation and/or accepting inputs from specialized switch mechanisms,
such as head switches, breath switches,
and panel switches, that facilitate interaction with disabled voters, as
needed.
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"Effective Date" has the meaning set forth in the Signature Page and
indicates the date this Agreement
becomes effective.
"Equipment" means the eSlate Hardware and Non-Hart Equipment.
"eSlate" means the eSlate 3000 created by Hart and consisting of hardware
including an electronicallyconfigurable,
network-capable voting station that permits a voter to cast votes by direct
interaction, which voting
station in its present configuration created by Hart comprises an
electronically configurable liquid crystal display
(LCD) panel for use in displaying ballot images, a rotary input device for
use in ballot navigation, and various
buttons that facilitate voter options for selecting ballot choices and
casting a ballot.
"eSlate Agreement" means the agreement, between Client and Hart or Hart's
authorized distributor of
eSlate Hardware, under which Client has purchased the eSlate Hardware. The
eSlate Agreement is identified on the
Signature Page.
"eSlate Electronic Voting System" means the Equipment and the Software.
"eSlate Hardware" means the eSlate units, JBC units, and DAU units purchased
by Client pursuant to the
eSlate Agreement.
"Force Majeure" has the meaning set forth in Section 12.7.
"Hart" means Hart InterCivic, Inc., a Texas corporation.
"Hart Proprietary Software" means the run-time executable code and
associated support files of the
Ballot Origination Software System Software (BOSS), Tally Software, Ballot
Now Software, computer code and
software resident in the eSlate Hardware and other support software
utilities as specified on Schedule B, consisting
of computer programs and computer code owned by Hart that are licensed to
Client pursuant to this Agreement, and
all updates, upgrades, versions, new releases, derivatives, revisions,
corrections, improvements, rewrites, bug fixes,
enhancements and other modifications, including any custom modifications, to
such computer programs and code
which are provided to Client, and all copies of the foregoing. Hart
Proprietary Software also includes all
documentation provided by Hart to Client with respect to these computer
programs and code and all copies of the
foregoing.
"Initial Annual Fee" means the first Annual Fee, in the amount specified as
the "Initial Annual Fee" on
Schedule D, which is payable upon execution of this Agreement.
"Installation Date" means, with respect to eSlate Hardware, the date of
delivery to Client and, with
respect to Hart Proprietary Software, the date Hart completes delivery and
installation of the Hart Proprietary
Software.
"JBC" means the Judge's Booth Controller (JBC1000) created by Hart which is
a local area network
controller capable of interacting with one or more eSlate devices or DAU
devices by transmitting and receiving
signals that manage or control an election, e.g., by opening and closing the
polls, providing or recording an audit
trail of system events during an election, storing cast ballot data, and
applying data security and integrity algorithms.
"Non-Hart Equipment" means the equipment, if any, not consisting of eSlate
Hardware that was sold to
Client by Hart or Hart's distributor for use with, and in connection with
the sale of, the eSlate Hardware.
"Non-Hart Software" means the run-time executable code and associated
support files of computer
programs owned by third parties that are identified on Schedule C and
sublicensed by Hart to Client pursuant to this
Agreement or licensed directly by the third party licensor to Client, and
all updates, upgrades, versions, new
releases, derivatives, revisions, corrections, improvements, rewrites, bug
fixes, enhancements and other
modifications to such computer programs and code which are provided to
Client, and all copies of the foregoing.
Non-Hart Software also includes all documentation provided to Client with
respect to these computer programs, and
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all copies of the foregoing.
"Software" means the Hart Proprietary Software and Non-Hart Software.
"Sublicensed Software" means Non-Hart Software that is identified on
Schedule C as being sublicensed
by Hart to Client pursuant to this Agreement.
"System" means the New Voting Tabulation System developed by Hart
InterCivic, Inc. for Boulder
County, Colorado in response to Boulder County's Request For Proposal
#4437-03 dated May 9, 2003.
SCHEDULE A
SUPPORT CONTACT INFORMATION
The following contact information is to be used by Client for submitting
Software Maintenance Service requests to Hart:
Client Support Center: 1-800-750-HART (4278)
Client Support Center Fax: 1-800-396-HART (4278)
e-mail address: hartsupport@xxxxxxxxxx
Hart InterCivic, Inc. Switchboard: 1-800-223-HART (4278)
Client Support Manager:
The following contact information is to be used by Hart for contacting
Client on Software Maintenance Service requests:
Primary Client Contact Point ("CCP"): Mike Harlan - 303-441-4537
First Alternate CCP: Tom Halicki - 303-413-7745
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SCHEDULE B
HART PROPRIETARY SOFTWARE
QUANTITY MODEL DESCRIPTION UNIT PRICE NUMBER OF
USERS
INITIAL
LICENSE FEE
One (1) BOSST Ballot Origination
Software System
$40,000.00 One (1) $40,000.00
One (1) TallyT Tabulation
Software
$40,000.00 One (1) $40,000.00
Eight (8) Ballot NowT Absentee Voting
System
$50,000.00
*$25,000 for
each license
over 4.
One (1) $300,000.00
One (1) FUSIONT Integration
Software.
$30,000.00 One (1) $30,000.00
One (1) RallyT Tabulation
Communication
Software
$10,000.00 One (1) $10,000.00
Total
Software:
$420,000.00
Licensed Location: Boulder County, Colorado.
NOTE: Hart and Client will update this Schedule as appropriate if Hart
releases new Hart Proprietary Software that
is made available to Client under this Agreement.
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SCHEDULE C
NON-HART SOFTWARE
1. Non-Hart Software Sublicensed to Client:
QUANTITY MODEL DESCRIPTION UNIT PRICE NUMBER OF
USERS
INITIAL
SUBLICENSE
FEE
One (1) Sybase Embedded
Runtime Program
Not Applicable Not
Applicable
None.
2. Non-Hart Software licensed to Client directly by Third Party Licensor:
QUANTITY MODEL DESCRIPTION UNIT PRICE NUMBER OF
USERS
TOTAL PRICE
None.
NOTE: Hart and Client will update this Schedule as appropriate if Hart
provides new or different Non-Hart
Software to Client under this Agreement.
SCHEDULE D
INITIAL ANNUAL Maintenance FEE
Initial Annual Maintenance Fee: $78,000.00
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