{"id":42028,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-law-office-information-systems-inc-and-infocon.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-law-office-information-systems-inc-and-infocon","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-law-office-information-systems-inc-and-infocon.html","title":{"rendered":"Agreement &#8211; Law Office Information Systems Inc. and Infocon International Ltd."},"content":{"rendered":"<pre>\n     Confidential treatment has been requested for portions of this exhibit. The\ncopy filed herewith omits the information subject to the confidentiality\nrequest. Omissions are designated as *. A complete version of this exhibit has\nbeen filed separately with the Securities and Exchange Commission.\n\n                                   AGREEMENT\n\n\nTHIS AGREEMENT entered into on this 1st day of July, 1998, by and between Law\nOffice Information Systems, Inc., hereinafter referred to as LOIS, and Infocon\nInternational Limited, of Bangalore, India, hereinafter referred to as INFOCON,\ndo hereby agree and covenant as follows:\n\nWHEREAS, both LOIS and INFOCON desire to enter into an agreement between\nthemselves, the subject matter of which is outlined in Purchase Order #00000208,\nattached hereto, whereby INFOCON shall produce various Electronic Materials for\nLOIS;\n\nWHEREAS, LOIS is willing to pay INFOCON for the production of certain Electronic\nMaterials, both in the conversion of Raw Materials and the formatting of\nElectronic Materials, if said materials meet or exceed certain requirements;\n\nNOW THEREFORE, for and in the consideration of the mutual promises and other\ngood and valuable consideration, the adequacy of which is herein acknowledged,\nLOIS and INFOCON do hereby agree as follows:\n\n                                       I.\n                                  DEFINITIONS\n\nThe following terms as set forth herein shall have the following meaning as the\nsame are understood within the English language:\n\n'Raw Materials' -- Raw Materials shall be understood to mean that materials used\nfor conversion into an electronic format.  Raw Materials shall generally consist\nof legal materials or legally related materials.  Raw Materials can be in the\nform of print which are usually contained within a compiled format and bound\ntogether, in the form of both soft and hard bound books, pamphlets, folders, and\nthe like.  The legal materials can also be in an electronic form in a variety of\nformats.  In such cases, the legal materials shall be handled as if they were\nprinted materials.\n\n'Electronic Materials' -- Electronic Materials shall be understood to mean Raw\nMaterials that have been keyed (or otherwise converted); formatted in accordance\nwith specified requirements; and supplied with all appropriate Coding\nInformation and Emphasis Tags as specified.\n\n'Coding Information' -- Coding Information, commonly called 'fielding' or\n'tagged data' is used to identify and separate certain sections of Electronic\nMaterials.\n\n'Quality Standards' -- Quality Standards shall mean Electronic Materials that\nare accurately converted to Ninety Nine and Nine Hundred Ninety Five Percent\n(99.995%) of the Raw materials.\n\n'Measured Quality Standards' -- Measured Quality Standards is the method used to\ndetermine Quality Standards.  Upon the receipt of Electronic Materials sent by\nINFOCON to LOIS, LOIS shall select a 100 page continuous block of information,\n(or as many 100 page blocks as LOIS desires) and compare the Raw Materials to\nthe Electronic Materials.  Accuracy of the conversion is checked by counting the\ntotal number of characters within said 100 page block(s) and the number of\noccurrences where the Raw Materials do not\n\n                                      -1-\n\n \nmatch the Electronic Materials. The total characters contained within a given\n100 page block of Electronic Materials shall then be divided by the total\ncharacters of Electronic Materials converted incorrectly to determine the\nQuality Standard. The results of the quality check shall be immediately sent to\nINFOCON if the materials do not meet Quality Standards. INFOCON shall then check\nits copy of the Electronic Materials to ascertain the veracity of said quality\ncheck. It is understood by both INFOCON and LOIS, that the accuracy level of any\n100 page block so chosen by LOIS, shall be deemed to be that of the entire\namount of Electronic Materials for that project. It shall be understood that in\nthe event that LOIS fails to make a quality check within 30 days of having\nreceived the Electronic Materials, it shall be considered that said Electronic\nMaterials have met Quality Standards.\n\nIt is understood between the parties that when Measured Quality Standards are\nbeing determined, any character which is emphasized or effected by an emphasis\ntag, (SGML character) is in fact emphasized or affected in a manner not\nconsistent with the Raw Materials, then and in that event, all characters\ncontained within the emphasized or affected characters shall be deemed not be\naccurately converted.  It is also understood, that when a character or\ncharacters are emphasized or affected in the Raw Materials but not so affected\nor emphasized in the Electronic Materials, then and in that event, all\ncharacters that should have been emphasized or affected in the Electronic\nMaterials shall be deemed not to be accurately converted.\n\n                                      II.\n                     PURCHASE ORDER AND PAYMENT PROCEDURES\n\nLOIS shall send Raw Materials to INFOCON.  Upon receipt of the Raw Materials,\nINFOCON shall provide LOIS with an inventory within 7 days of the Raw Materials\nreceived.  Upon receipt of the inventory, LOIS shall then issue a Purchase Order\nalong with an Irrevocable Standby Letter of Credit as to the Raw Materials that\nit desires INFOCON to convert into Electronic Materials.  LOIS may not require\nINFOCON to convert more than 1 billion characters of Raw Materials per month,\nand INFOCON may not require LOIS to accept more than 1 billion characters of\nElectronic Materials per month.  However, it is understood that the 1 billion\ncharacters may be composed of a single Purchase Order, or multiple Purchase\nOrders, at the sole discretion of LOIS.\n\nThe value of the Irrevocable Standby Letter of Credit shall equal the total\nvalue of converting all Raw Materials listed on the Purchase Order into\nElectronic Materials at a rate of * per one thousand characters converted into\nQuality Standards. From the date of issue of the Irrevocable Standby Letter of\nCredit, INFOCON shall then begin to convert the Raw Materials into Electronic\nMaterials at Quality Standards.\n\nUpon completion of converting all Raw Materials listed on a given Purchase\nOrder, INFOCON shall promptly send said Electronic Materials to LOIS so that\nLOIS can determine Quality Standards.  Once the Quality Standards and the timing\nof the delivery of the Electronic Materials are determined, LOIS shall inform\nits Bank, and shall pay for the materials as set forth below.\n\n.    If the Electronic Materials are: (1) delivered to LOIS at LOIS headquarters\n     before or on the 60th day after the posting of the Irrevocable Standby\n     Letter of Credit and; (2) said Electronic Materials are in compliance with\n     Quality Standards, LOIS shall pay to INFOCON in a manner set forth below an\n     amount equal to * per 1000 (one thousand) characters converted from Raw\n     Materials into Electronic Materials.\n\n.    If the Electronic Materials are: (1) delivered to LOIS at LOIS headquarters\n     between the 61st and 75th day after the posting of the Irrevocable\n     Standby Letter of Credit and; (2) said Electronic Materials\n\n* Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                      -2-\n\n \n     are in compliance with Quality Standards, LOIS shall pay to INFOCON in a\n     manner set forth below an amount equal to * per 1000 (One Thousand)\n     Characters converted from Raw Materials into Electronic Materials.\n\n.    If the Electronic Materials are (1) delivered to LOIS at LOIS headquarters\n     between the 76th and 90th day after the posting of the Irrevocable\n     Standby Letter of Credit and; (2) said Electronic Materials are in\n     compliance with Quality Standards, LOIS shall pay to INFOCON in a manner\n     set forth below an amount equal to * per 1000 (One Thousand) Characters\n     converted from Raw Materials into Electronic Materials.\n\n.    If the Electronic Materials are: (1) delivered to LOIS at LOIS headquarters\n     on the 91st day or later after the posting of the Irrevocable Standby\n     Letter of Credit and; (2) said Electronic Materials are in compliance with\n     Quality Standards, LOIS shall pay to INFOCON in a manner set forth below an\n     amount equal to * per 1000 (One Thousand) Characters converted from Raw\n     Materials into Electronic Materials. In addition, however, LOIS shall\n     charge to INFOCON a late delivery penalty and deduct from INFOCON an amount\n     of * per day first beginning on the 91st day and continuing each day until\n     the Electronic Materials are received by LOIS at LOIS headquarters and said\n     Electronic Materials meet Quality Standards. In the unlikely event that the\n     late penalty exceeds the overall value of the Electronic Materials\n     delivered, then LOIS shall deduct the remaining balance of the late\n     delivery penalty on future deliveries of Electronic Materials.\n\nIt is understood by and between the parties that after INFOCON has delivered the\nElectronic Materials to LOIS and during the time to which LOIS is determining\nQuality Standards by the utilization of Measured Quality Standards, that said\ntime period for measuring quality standards shall not count as against INFOCON.\nFor example: LOIS receives the Electronic Materials from INFOCON on day 60.  For\na period of 10 days LOIS ascertains Quality Standards and notified INFOCON on\nday 10 that Quality Standards have not been met.  INFOCON re-delivers the\nElectronic Materials 15 days later.  LOIS then ascertains that Quality Standards\nhave been met after 10 more days. Under this example the understanding of the\nparties would be that INFOCON delivered the Electronic Materials that met\nQuality Standards on day 75 and therefore would be paid * per 1000 (One\nThousand) Characters converted from Raw Materials into Electronic Materials in\nthe manner set forth below.\n\nFor every delivery of Quality Standard Electronic Materials, LOIS shall make 12\nequal payments in an amount set forth above with the first payment beginning six\n(6) months after delivery. Under no circumstances shall LOIS pay more than * per\nmonth for 12 consecutive months on any single Quality Standard Electronic\nMaterials delivery, although there may be times when subsequent Quality Standard\nElectronic Material payments are running concurrent with previous Quality\nStandard Electronic Material payments.\n\nIt is understood between the parties that if and in the event that the timing of\nthe delivery of the Electronic Materials exceeds 61 days, then LOIS may modify\nits Irrevocable Standby Letter of Credit from the total value of * per 1000\ncharacters to * per 1000 characters. If and in the event that the timing of the\ndelivery of the Electronic Materials exceeds 76 days, then LOIS may modify its\nIrrevocable Standby Letter of Credit from the total value of * per 1000\ncharacters to * per 1000 characters.\n\n* Certain information on this page has been omitted and filed separately with \nthe Securities and Exchange Commission. Confidential treatment has been \nrequested with respect to the omitted portions.\n\n                                      -3-\n\n \n                                      III.\n                            DATA CONVERSION SUMMARY\n\nData Conversion shall consist of, but not limited to, the following:\n\n.    Conversion of materials in print form into electronic form, regardless of\n     means.\n\n.    Formatting and emphasis tagging of materials shall be done as specified in\n     the instruction sheet provided with each project.\n\n.    Coding Information placed on appropriate fields as specified in the\n     instructions sheets supplied for that project.\n\n.    Reference areas shall be created and marked with Coding Information as\n     specified in the instruction sheet supplied for that project.\n\n.    Removal of Copyrighted materials, with the exception of 'appeal from'\n     areas.  The 'appeal from' areas shall be keyed (or otherwise converted) as\n     it appears in print.\n\n.    Foot notes shall be moved to the end of the appropriate section, as\n     specified in the instruction sheet provided with each project.\n\nNOTE:  The Basic Editing Guide used in the past shall be updated and supplied to\n       INFOCON. The instruction sheets provided with each project should\n       supercede the Basic Editing Guide. It shall be understood that not all\n       issues can be addressed in the instruction sheet for that project, or the\n       Basic Editing Guide. When there are issues in question or inconsistencies\n       contact LOIS for clarification. Any discussion concerning an issue shall\n       be followed by a statement in writing from INFOCON to LOIS, setting forth\n       INFOCON's understanding of how to deal with the issue or inconsistency.\n       Failure to contact LOIS regarding an issue in question shall leave the\n       interpretation of said issue solely up to LOIS. Said interpretation shall\n       apply when evaluating Quality Standards.\n\n                                      IV.\n                                OTHER WARRANTIES\n                                AND RESTRICTIONS\n\nINFOCON is an independent contractor and assumes full responsibility for the\npayment of all compensation, social security, unemployment and other taxes and\ncharges for all persons engaged by it in the performance of the work herein.\nINFOCON is not and shall not represent itself as authorized to enter into any\ncontract or other obligation on behalf of LOIS.  INFOCON shall avoid any\nconflict of interest while performing the work for LOIS, or incurring any other\nobligation which is inconsistent with INFOCON's obligation to LOIS herein.\nSpecifically, INFOCON understands and agrees that during the term of this\nAgreement that it shall not convert any Raw Materials into Electronic Materials,\nwhere the materials are of a legal nature and can be used in the United States\nof America, except for those materials authorized by LOIS to be converted.  Said\nauthorization must be in writing and signed by the President or C.E.O. of LOIS.\n\nINFOCON shall not be liable for, and is excused from, any failure to perform ,\nor delays in delivery or performance, due to causes beyond its reasonable\ncontrol, including, but not limited to, acts of nature, acts of God, civil\ndisturbances, or natural disasters provided, however, that if such cause exists\nfor more than 90\n\n                                      -4-\n\n \ndays, LOIS may terminate this Agreement and retain the work performed to that\ndate in return for a prorate payment to INFOCON for the work performed.\n\nThe amounts to be paid herein are exclusive of all taxes.  LOIS shall be\nresponsible for, and shall hold INFOCON harmless with respect to: all sales,\nuse, personal property and similar taxes, if any, imposed upon or in respect of\nthe transactions and services under this Agreement as required by the United\nStates of America, other than for taxes on INFOCON's income, if any.\n\nAcquisition and delivery of Raw Materials to INFOCON shall be the responsibility\nof LOIS.  INFOCON understands that it has absolutely no right, title, interest,\nor usage rights to, in, or with the Raw Materials or Electronic Materials so\nproduced under this Agreement.  INFOCON furthermore understands that the Raw\nMaterials or Electronic Materials so produced under this Agreement are the sole\nand separate property of LOIS.  That at any time, LOIS may request the return of\nall Raw Materials, and if so requested INFOCON shall do so, forthwith, at its'\nown expense.  That at any time, LOIS may request that INFOCON destroy any media,\nwhether in print or electronic form, that it has in its' possession in regards\nto any item, whether tangible or intangible, that it has obtained as a result of\nany past agreement with LOIS.\n\nINFOCON agrees that during the term of this Agreement, or so long as LOIS is\neither delivering Raw Materials to INFOCON to convert into Electronic Materials,\nthat it will not, nor will it allow any of its' heirs, successors, assigns, or\nsubsidiaries, to create any electronic medium of legal materials that involve\ninformation of the United States from the Courts of the United States, or the\nofficial legislative laws and proposed laws, or administrative regulations, or\nother such legal materials that are commonly found on LOIS products as of the\ndate of the signing of this Agreement, other than those created for LOIS.\nINFOCON also agrees that it will not, nor will it allow any of its' heirs,\nsuccessors, assigns, or subsidiaries, help, assist, license, grant, or give any\nother third party knowledge of, techniques used, or software used to create\nelectronic medium of legal materials.\n\nINFOCON further acknowledges that LOIS has supplied INFOCON with valuable trade\nsecrets, techniques, software and training.  INFOCON agrees that in the event\nthat this Agreement is terminated for any reason or that LOIS desires to stop\nall conversion of Electronic Materials, that it will not, nor will it allow any\nof its heirs, successors, assigns, or subsidiaries, for a period of two (2)\nyears, create any electronic medium of legal materials that involve information\nof the United States from the Courts of the United States, or the official\nlegislative laws and proposed laws, or administrative regulations, or other such\nlegal materials that are commonly found on LOIS products as of the date of\ntermination or reduction.  It is understood, however, that if LOIS desires to\ntake advantage of this non-compete clause, then LOIS must give INFOCON ninety\n(90) days notice that it is either reducing the conversion of materials or\nterminating this Agreement.\n\nNo failure to exercise, or delay in exercising, on the part of either INFOCON or\nLOIS, any right, power or privilege herein shall operate as a waiver thereof, or\nwill any single or partial exercise of any right, power or privilege herein\npreclude the further exercise of the same right or the exercise of any other\nright herein.\n\nExcept as otherwise specified, all notices or other communications given under\nthis Agreement shall be in writing and delivered in person, by mail, electronic\nmail, or by facsimile to the recipient's address set forth as follows:\n\nIn the case of post duly stamped, registered express post or airmail on the\n7th day after the date on which the notice is accepted for posting by the\nrelevant postal authority on which the postal authority in the place to which\nsuch notice or other communication is sent is open for business; or\n\n                                      -5-\n\n \nIn the case of delivery by person, electronic mail, or facsimile transmission,\nwhen delivered to the recipient at such address or phone number provided that it\nis received in complete and legible form.\n\n\nSigned to and sealed this 13th day of July, 1998.\n\n\nLAW OFFICE INFORMATION SYSTEMS, INC. (LOIS)\n\nBy:  \/s\/ Kyle D. Parker\n     ------------------------------\n\nTitle: President &amp; CEO\n       ----------------------------\n       President\n\n\nINFOCON INTERNATIONAL LIMITED (INFOCON)\nFOR INFOCON INTERNATIONAL\nBy:  \/s\/(illegible)\n     ------------------------------\n\nTitle: Director\n       ----------------------------\n       Managing Director, Bangalore\n\n                                      -6-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42028","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42028","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42028"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42028"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42028"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42028"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}