{"id":42204,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/corporate-license-and-services-agreement-verity-inc-and-law.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"corporate-license-and-services-agreement-verity-inc-and-law","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/corporate-license-and-services-agreement-verity-inc-and-law.html","title":{"rendered":"Corporate License and Services Agreement &#8211; Verity Inc. and Law Office Information Systems Inc."},"content":{"rendered":"<pre>\n                    CORPORATE LICENSE AND SERVICES AGREEMENT\n\n                                 [VERITY LOGO]\n\n\nThis Agreement is made between Verity, Inc., a Delaware Corporation, located at\n894 Ross Drive, Sunnyvale, CA 94089 ('Verity') and Law Office Information\nSystems, Inc., an Arkansas corporation, located at 105 North 28\/th\/, Van Buren,\nAR 72956 ('Customer').  The Agreement shall be effective as of February 18, 1998\n('Effective Date') and shall replace the Software License and Services Agreement\nand Amendment to Software License and Service Agreement dated April 30, 1996 in\nits entirety.  Verity is the owner of proprietary information indexing and\nretrieval software.  Verity and Customer agree that the following terms and\nconditions will apply to each license granted and all services provided under\nthis Agreement.\n\n1. PRODUCT LICENSE\n\n'Products' are the computer software owned or distributed by Verity and\nspecified in an order form ('Order Form') for which Customer is granted a\nlicense pursuant to this Agreement; and any related documentation, user guides,\ninstallation instructions and release notes ('Documentation'), and updates\nprovided by Verity to Customer. 'Application' means the resulting product\npackage including the Product coupled with the Customer's value added\napplications software and\/or database with which the Product is to be coupled.\n'Run-Time Software' means Verity's programs, in object code form, which are\nrequired for the execution of the Application.  'Subscriber' means a third party\nwho is granted access to the Application by Customer on an interactive basis.\n'On-Line Service' means any dial-up, remote access, interactive, Internet-based\nor other on-line service or World Wide Web site supported by one or more\nservers.\n\n1.1  Rights Granted\n     --------------\n\n(a)  Grant.  Verity hereby grants to Customer the non-exclusive, non-\n     -----                                                          \ntransferable, non-assignable right to: (i) use the Products solely for\nCustomer's own internal data processing operations either on the number of CPUs\nor by the number of concurrent users as defined on an Order Form or amendment\nhereto, or if not specified, by a single user on a single computer; (ii copy the\nProducts for archival or backup purposes only; (ii reproduce the Documentation\nup to the total number of Product licenses acquired by Customer, and (iv use the\nRun-Time Software as part of the Application for the purposes of making such\nApplication accessible to and usable by end users of such Application as\nSubscribers for up to the number of Subscribers permitted pursuant to Exhibit A.\n                                                                      ---------\nCustomer has no right to distribute to third parties any Products or Application\nvia an On-Line Service.\n\n(b)  Restrictions.  Customer shall not:  (i) use the Products outside of the\n     ------------                                                           \ncountry to which Verity initially delivers such Products to Customer; (ii\nreproduce or modify the Products except as allowed herein; (ii cause or allow\ndiscovery of source code in any way; (iv rent or lease the Products or their\ndirect derivatives; or (v) make or pass on any warranty on behalf of Verity to\nsuch Subscribers and shall ensure that neither it nor any of its agents or\nemployees shall make or pass on any warranty on behalf of Verify for such\nSubscribers.\n\n(c)  Title.  Title to and ownership of all proprietary rights in the Products,\n     -----                                                                    \nand in any Product development made by Verity, will at all times remain the\nproperty of Verity or its licensors. Title and ownership of all proprietary\nrights in the Application, apart from the Run-Time Software, including any\ncopyright, patent, trade secrets, trademark or other intellectual property\nrights will at all times remain the property of Customer.\n\n(d)  Proprietary Notices.  Customer agrees to reproduce the copyright, trademark\n     -------------------                                                        \nand other proprietary notices contained on or in the Products as delivered to\nCustomer on all copies of such Products and not to remove such notices.\n\n(e)  Branding.  Customer shall:  (i) include a copyright notice on an applicable\n     --------                                                                   \nweb page of the Application indicating that portions of the Application\nincluding technology used under license from Verity, Inc.; (ii) cooperate with\nand support Verity in its press release materials and provide client\ntestimonial; and (iii) include the Verity logo on any HTML document that\nincludes the search function or in the alternate on the results list provided by\nthe search. Further, Customer agrees to issue a joint and mutually agreed upon\npress release announcing the project involving the licensed Product ('Project')\nand Verity's participation and value not more than thirty (30) days from the\nEffective Date.\n\n1.2  Delivery and Acceptance.  Verity will use its best efforts to delivery\n     -----------------------                                               \nthose Products ordered by Customer within fifteen (15) days after Verity accepts\nthe Order Form for such Products.  All shipments will be made F.O.B. Verity's\nshipping location.  The Products shall be deemed accepted on delivery.\n\n1.3  Record and Report.  Customer shall keep complete and accurate records\n     -----------------                                                    \nrelating to its use of the Products and Application in accordance with standard\nbusiness practices.  Within thirty (30) days after each calendar quarter,\nCustomer shall provide Verity with a written sales report detailing, at a\nminimum, information regarding the number of aggregate Subscribers and the\nnumber of new Subscribers added during such quarter, including (i) the number of\nsuch Subscribers broken down by State of location; (ii) an accounting of the\nsublicense fees associated  such Subscribers; and (iii) maintenance and support\nfees due to Verity associated with such Subscribers.  To assure compliance with\nthe payment and reporting requirements of this Agreement, Verity or its\nindependent auditors may inspect Customer's applicable records from time to\ntime, but no more frequently than once per year.  In the event any inspection of\nCustomer's records indicates an underpayment of an amount equal to or greater\nthan five percent (5%) of any amounts due hereunder, Customer shall promptly\nreimburse Verity for all reasonable expenses associated with such inspection\nalong with the deficient amounts.\n\n2.  PRODUCT MAINTENANCE AND PROFESSIONAL SERVICES\n\nMaintenance Services shall be provided in accordance with Verity's Maintenance\nServices Program as provided in Exhibit C.  Verity will provide Maintenance\n                                ---------                                  \nServices for a Product during each period for which Customer has paid Verity's\nfee for such Maintenance Services ('Maintenance Fee').  Initial Maintenance\nServices, if purchased, begin either on the date the Products are shipped to\nCustomer, or the effective date set forth on the Order Form ('Commencement\nDate').  Verity will make available to Customer professional consulting and\ntraining services for the Product under the terms and conditions of Verity's\nthen-standard applicable services agreement in consideration for payment of\nVerity's fee for such services and reasonable out of pocket expenses.\n\nCustomer will be responsible for providing all support services required by its\nSubscribers.  Customer shall be responsible for creating and distributing\ndocumentation relating to the Products or Application for Subscribers.  Customer\nshall have the right to incorporate portions of Verity's Documentation into\nCustomer's documentation, provided the copyright and trademark provisions\n(Proprietary Notices) are complied with.  Customer agrees that no confidential\ninformation shall be made available to Subscriber.\n\n \n3.  TERM AND TERMINATION\n\nThe pricing stated on Exhibit A shall remain in effect for a period of three (3)\nyears.  The term of this Agreement will begin on the Effective Date and will\ncontinue unless terminated pursuant to this Section 3. Either party may\nterminate this Agreement upon thirty (30) days written notice to the other of a\nmaterial breach of this Agreement by the other party if the defaulting party has\nnot cured such breach within such thirty (30) day period; provided, however,\nthat Verity may terminate this Agreement immediately upon delivery of notice in\nconnection with any breach by Customer of Section 1.1(a), (b), (c) or (d).  Upon\ntermination of this Agreement for any reason, the license granted to Customer in\nSection 1.1 and all other rights granted to Customer under this Agreement shall\nimmediately cease, and Customer shall immediately return to Verity, or certify\nthe destruction of, all copies of Products in Customer's possession.  However,\nif the Agreement terminates or expires for any other reason other than Verity's\ntermination of Customer in accordance with this Section, then the Customer shall\nhave the right to continue to use internally at no additional charge both the\nProducts and the Application actually deployed prior to the date of expiration\nor termination. Notwithstanding the above, after the termination of this\nAgreement, the number of Subscribers who are actively using an Application\nthrough a personal computer or server upon which such an Application,\nrespectively, is installed as of the date of termination, and no new Subscribers\nmay be added.  The rights and obligations contained in Sections 1.1(b), 1.1(c),\n1.1(d), 1.3, 5.4, 6 and 8 and any payments due hereunder shall survive any\ntermination of this Agreement.\n\n4.  INFRINGEMENT INDEMNITY\n\nVerity agrees to defend, indemnity and hold Customer harmless from all\nsettlements agreed to by Verity and all costs and damages awarded to a third\nparty to the extent they arise out of a claim that the Products as delivered to\nCustomer infringe a U.S. copyright, U.S. Patent.  Such obligation is subject to\nthe following conditions: (i) Customer shall notify Verity in writing within\nthirty (30) days of the date Customer first becomes aware of a claim; (ii)\nVerity has sole control of the settlement, compromise, negotiation and defense\nof any such action; and (iii) Customer gives Verity all reasonably available\ninformation, assistance and authority, at Verity's reasonable expense, to enable\nVerity to do so.  Verity may, at its option, obtain the right to continued use\nof the Products, substitute other equivalent software, or modify the Products so\nthey are no longer infringing, or, if none of the foregoing remedies are\ncommercially feasible, terminate Customer's right to the allegedly infringing\nProducts and refund to Customer the amount which Customer has paid for such\nProducts.  The foregoing indemnity shall not apply to any infringement claim\narising from Products which have been modified by parties other than Verity or\nuse of the Products in conjunction with other software or hardware where use\nwith such other software or hardware gives rise to an infringement claim.  THE\nFOREGOING STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF\nINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND, AND VERITY EXPRESSLY\nDISCLAIMS ANY IMPLIED WARRANTY OF NONINFRINGEMENT.\n\nCustomer agrees to defend, indemnify and hold Verity harmless from all\nsettlements agreed to by Customer and all costs and damages awarded to a third\nparty to the extent they arise out of: (i) Customer's or its Subscribers use of\nany product not provided by Verity but used in conjunction with the Product if\nsuch claim would have been avoided by exclusive use of the Product, or (ii)\nnegligence, misrepresentation, or error or omission on the part of Customer or\nrepresentatives of Customer, (iii) Customer's or Subscribers' infringement of\nany content providers intellectual property, or (iv) any claims, or express or\nimplied warranties or representations made by Customer or Customer's employees\nor agents not authorized by this Agreement.\n\n5.  WARRANTIES AND DISCLAIMERS\n\n5.1  Warranty for Products.  Verity warrants to Customer that Products will\n     ---------------------                                                 \nperform substantially in accordance with the Documentation for a period of\nninety (90) days after the Commencement Date for such Product ('Warranty\nPeriod').  If during the Warranty Period, Customer reports a Product error which\nprevents the Product from meeting this warranty, Verity will correct the error,\nin accordance with its Maintenance Services Program.  If Verity is unable to\ncorrect or provide a reasonable work-around for the error, Verity will accept\nthe return of the defective Products and Verity will refund the license fees\npaid by Customer for such Products.  This limited warranty shall not apply if\nthe Product has been modified without Verity's express authorization.  The\nforegoing is Customer's sole and exclusive remedy for breach of warranty by\nVerity for the Products.\n\n5.2  Warranty for Product Media.  Verity warrants to Customer that during the\n     --------------------------                                              \nWarranty Period the media on which a Product is furnished by Verity under this\nAgreement is free of defects in materials and workmanship under normal use.  If\nCustomer reports a defect in the media during the Warranty Period Verity will\nreplace it at no charge. The foregoing is Customer's sole and exclusive remedy\nfor breach of warranty by Verity for the Product media.\n\n5.3  Warranty for Professional Services.  Verity warrants that any professional\n     ----------------------------------                                        \nservices provided to Customer pursuant to Section 2 will be of a professional\nquality, conforming to generally accepted industry standards and practices for\nsimilar services and products.  If Verity fails to perform such services as\nwarranted hereunder and Customer reports such failure to Verity during the\nninety (90) day period after the completion of such services, Verity will, at\nits expense, reperform the services.  The foregoing is Customer's sole and\nexclusive remedy for breach of warranty by Verity for professional services.\n\n5.4  Disclaimer of Warranties.  Except for the warranties provided above, all\n     ------------------------                                                \nProducts are provided on an 'AS IS' basis.  Verity does not warrant that the\nProducts will meet Customer's requirements, that the operation of the Products\nwill be uninterrupted and error-free, or that the Products will operate in\ncombination with hardware and\/or software products not supplied by Verity.\nEXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, VERITY MAKES NO ADDITIONAL\nWARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY OTHER MATTER WHATSOEVER.\nIN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED.\n\n6.  LIMITATIONS OF LIABILITY\n\n6.1  Limitations on Damages:  VERITY SHALL NOT BE LIABLE OR OBLIGATED IN ANY\n     ----------------------                                                 \nMANNER FOR ANY LOSS OF USE, INTERRUPTION OR BUSINESS, OR ANY INDIRECT, SPECIAL,\nINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)\nREGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT\nPRODUCT LIABILITY, OR OTHERWISE, EVEN IF VERITY HAS BEEN INFORMED OF THE\nPOSSIBILITY THEREOF IN ADVANCE.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS\nAGREEMENT, VERITY'S LIABILITY TO CUSTOMER OR SUBSCRIBERS UNDER THIS AGREEMENT\nSHALL NOT EXCEED, IN THE AGGREGATE, THE LICENSE FEES DUE TO VERITY UNDER THIS\nAGREEMENT FOR THE PRODUCT WHICH IS THE BASIS OF THE CLAIM..\n\n6.2  Limitations on Time.  No action may be brought under this agreement at any\n     -------------------                                                       \ntime more than twelve (12) months after the cause of action arose.\n\n                                                                               2\n\n \n7.  FEES AND PAYMENTS\n\nCustomer agrees to pay Verity the fees set forth in the relevant Order Form for\nthe Products and services provided to Customer under this Agreement.  Invoices\nfor payment of Product license fees and initial Maintenance Fees shall be\nrendered to Customer upon Verity's shipment of the Products.  Maintenance\nrenewal fees will be invoiced in accordance with the then-current Maintenance\nServices Program. Invoices for payment of professional services and\/or Product\ntraining will be rendered monthly.  Payment is due when thirty (30) days from\nthe date of invoice.  In addition to any payments due to Verity under this\nAgreement, Customer will pay all applicable taxes based upon Verity's net\nincome.\n\n8.  GENERAL\n\n8.1  Controlling Law and Forum.  This Agreement shall be governed by the laws of\n     -------------------------                                                  \nthe U.S. and the State of California without application of the principles of\nconflicts of laws.  The jurisdiction for any legal action shall be a state or\nfederal court in Santa Clara County, California.\n\n8.2  Notices.  All notices required under this Agreement shall be in writing and\n     -------                                                                    \nshall be deemed given upon receipt.  All notices must be delivered, if to\nCustomer, to the address and recipient of Customer set forth on the order form,\nand if to Verity, to the Controller at the address set forth above.\n\n8.3  Waiver and Severability.  The waiver by either party of any default or\n     -----------------------                                               \nbreach of this Agreement shall not constitute a waiver of any other default or\nbreach.  Unenforceability or invalidity of any provision of this Agreement shall\nnot render this Agreement unenforceable as a whole.\n\n8.4  Force Majeure.  Except for the payment of money, neither party will be\n     -------------                                                         \nliable for any failure or delay in performance under the Agreement which might\nbe due to strikes, shortages, riots, insurrection, fires, flood, storm,\nexplosion, acts of God, war, government action, inability to obtain delivery of\nparts, supplies, or labor, labor conditions, earthquakes or any other cause\nwhich is beyond the reasonable control of such party.\n\n8.5  Injunctive Relief.  It is expressly agreed that a material breach of this\n     -----------------                                                        \nAgreement will cause irreparable harm to Verity and that a remedy at law would\nbe inadequate.  Therefore, in addition to any and all remedies available at law,\nVerity will be entitled to an injunction or other equitable remedies in all\nlegal proceedings in the event of any such threatened or actual breach of this\nAgreement.\n\n8.6  Export Control.  Customer agrees that it would not export or reexport the\n     --------------                                                           \nProducts, or a direct derivative of the Products without the appropriate U.S.\ngovernment licenses.\n\n8.7  Government End Users.  RESTRICTED RIGHTS: If the Software is acquired under\n     --------------------                                                       \nthe terms of a proposal or agreement with the United States Government or any\ncontractor therefor, the Software is subject to the following: (a) For\nacquisition by or on behalf of civilian agencies, as necessary to obtain\nprotection as 'commercial computer software' and related documentation in\naccordance with the terms of this Commercial Software Agreement as specified in\n48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (b)\nFor acquisition by or on behalf of units of the Department of Defense ('DoD') as\nnecessary to obtain protection as 'commercial computer software' and related\ndocumentation in accordance with the terms of this commercial computer software\nlicense as specified in 48 C.F.R. 227-7202-2 of the DoD F.A.R. Supplement and\nits successors.\n\n8.8  Entire Agreement.  This Agreement, including the order forms and\n     ----------------                                                \nattachments, constitutes the entire agreement between the parties regarding its\nsubject matter.  This Agreement supersedes all prior proposals, agreements or\nother communications between the parties, oral or written, regarding such\nsubject matter.  This Agreement shall not be modified unless in writing and\nsigned by authorized representatives of Verity and Customer.  Neither party may\nassign any rights or obligations under this Agreement without the prior written\nconsent of the other party.  It is expressly understood and agreed that the\nterms and conditions of this Agreement shall apply to all orders and shall, to\nthe extent that there may be conflicts, supersede any terms on any purchase\norders issued by Customer.\n\n\n\n\n\nCustomer: LOIS, Inc.               Verity, Inc.\n\n\nBy:\/s\/Kyle D. Parker      By:\/s\/J.E. Ticehurst\n   -----------------         ------------------\n\nName:   Kyle D. Parker    Name:   J.E.Ticehurst\n     ----------------          ----------------\n\nTitle:President &amp; CEO     Title:VP &amp; Controller\n      ---------------           ---------------\n\n                                                                               3\n\n \n                                   EXHIBIT A\n                          LICENSED PRODUCTS AND FEES\n\n1.  LICENSED PRODUCTS:\n    ------------------\n     SEARCH '97 INFORMATION SERVER on NT Platform - on a single Server for\nsupport of up to 50,000 Subscribers\n     SEARCH '97 AGENT SERVER on NT Platform - on a single Server for support of\nup to 50,000 Subscribers\n     'Server' means a computing device acting as a server for a network of\ninterconnected computing devices, whether within an enterprise or other Web,\nintranet or Internet environment, upon which the Products or an Application may\nbe installed or accessed.\n\n2.  LICENSE FEE:  In consideration for the licenses granted hereunder, Upon the\n    -----------                                                                \nEffective Date, Customer shall pay to Verity a one-time, nonrefundable,\nnonrecoupable license fee in the amount of Two Hundred Ninety Thousand Eight\nHundred and Seventy Five Dollars (US$290,875).\n\n    Within thirty (30) days following the end of each calendar quarter, Customer\nshall pay to Verity Five Dollars (US$5.00) per Subscriber with respect to each\nnew Subscriber added during such quarter beyond the first 50,000 Subscribers.\nBeyond the first 50,000 subscribers, the number of Subscribers may only be\nsupplemented in blocks of 10,000 Subscribers.\n\n    Within the first sixty (60) days from the Effective Date, customer may\nobtain one (1) copy of the Search '97 Developer's Kit on the NT Platform for the\namount of Nineteen Thousand Dollars (US$19,000) and the applicable twenty\npercent (20%) maintenance fee.\n\n3.  MAINTENANCE AND SUPPORT:  In consideration for maintenance and support\n    -----------------------                                               \nservices provided, Customer shall pay to Verity:\n\n    (i) the annual maintenance fee in the amount of US$57,475 (the 'Base Rate'),\ndue and payable upon the Effective Date,\n\n    (ii) on or before each anniversary of the Effective Date, the amount equal\nto the sum of (A) the Base Rate, (B) the number calculated by multiplying the\ntotal number of subscribers as of such anniversary (beyond the first 50,000\nSubscribers) multiplied by One Dollar (US$1.00) and\n\n    (iii)   within thirty (30) days following the end of each quarter, Customer\nshall pay to Verity the amount as stated above under Section 3(ii) for each new\nSubscriber added by Customer during such quarter, with such amounts being\nprorated to reflect the number of months of usage by each such Subscriber for\nthe year ending February 28 during which the subscriber is added.\n\n    Within the first sixty (60) days from the Effective Date, Customer may elect\nto obtain Dedicated Support in addition to the maintenance and support services\nprovided pursuant to the Verity Maintenance Services Program from Verity for an\nannual fee in the amount of $85,000 ('Dedicated Support Rate') by providing\nVerity with written notice of such election.  If Customer obtains Dedicated\nSupport, Customer shall within thirty (30) days from receipt of such notice of\nelection and each anniversary thereof, pay to Verity the amount equal to the sum\nof the Dedicated Support Rate.\n\n    'Dedicated Support' means having designated employee(s) or agent(s) of\nVerity as primary contact for technical support matters relating to the\ndeployment of the Application(s). Such individual(s) shall be available seven\n(7) days a week, twenty-four (24) hours a day.\n\nCONSULTING SERVICES:  Verity shall provide Customer with consulting, as outlined\n-------------------                                                             \nin Exhibit B, for an amount equal to $63,000 plus travel and living expenses.\n   ---------                                                                  \nSuch consulting fee shall be due and payable within thirty (30) days from the\nEffective Date.\n\n \n                                   EXHIBIT B\n\nFirst Week\n. Install Search '97 Information Server on the staging system.\n. Change the document preparation program to discontinue the addition of HTML\n  tags.\n. Modify and test the collection building scripts.\n. Build a collection with the S97IS advanced features (Summary, Cluster, QBE) on\n  the staging system.\n\nSecond Week\n. Build search page templates for all of the LOIS products to include S97IS\n  features.\n. Build result page templates for all of the LOIS products.  Present sample\n  result pages with advanced features. (Summary, Cluster, QBE) for evaluation\n. Build the document viewing templates.  Include previous and next document\n  links.\n\nThird Week\n. Build and test security, by verifying web server authentication challenge\n  points.  Test performance, by loading the server with search and document\n  viewing requests.\n. Switch server to production. Monitor performance.\n\nFourth Week\n. Build confidence in S971S implementation.  During this period, both the new\n  and old search servers should be maintained to provide a fallback capability,\n  if necessary.  Verity consultant available for phone and email support.\n\nFifth Week\n. Prepare for the S97As installation by upgrading the old search server to NT 4.\n  Verity consultant available for phone and email support.\n\nSixth Week\n. Install Search '97 Agent Server and Information Server on the old search\n  server.  Copy production S971S templates and collection.\n. Build S97As user registration screen and CGI to crate an S97AS user.\n\nSeventh Week\n. Modify HTML pages with links to and from S97AS.\n. Modify search script to fit the look of S97AS pages with the LOIS site.\n. Build agent delivery email message.\n\nEighth Week\n. Evaluate option of automatically creating two agents, one for email delivery\n  and the other for homepage delivery.\n. Integrate billing CGIs at authentication challenge points.\n\nNinth Week\n. Test security, by verifying web server and agent server authentication\n  challenge points.  Test performance, by loading the server with agents that\n  will generate email and homepage hits.\n. Activate links to S97aS for production use.  Monitor Performance.\n\nSummary of user navigation through LOIS after Agent Server is added.\nThe LOIS online service has a member and a visitor entry.  When clicking on the\nmember door icon, an authentication dialog is presented.  Once the userid and\npassword are entered, then a page is generated with links to the member's\npurchased products.  An additional link, to the Agent Server homepage for that\nmember should be added to this page. Clicking on the Agent Server homepage link\nwill present an authentication dialog.  Either the member enters their userid\nand password or chooses to register as a user of Agent Server.  A registration\nform captures the user's information and invokes a CGI to crate an Agent Server\nuser.  The new user is then presented with a registration confirmation page that\nhas a link to their new Agent Server homepage.  Once they view their homepage, a\nmember can review their hits and follow the links to the documents unimpeded.\nAfter a click on the visitor's door icon, the visitor's path to Agent Server is\nthe same as a member's.  The important difference is the authentication dialog\npresented to a visitor before access to a document is granted.  At this\nchallenge point, billing information should be collected and verified.  Once the\nbilling transaction is complete, the document is presented.\n\n \nEXHIBIT C\nSOFTWARE SUPPORT TERMS AND CONDITIONS\n\nFor all Licensees who purchase Maintenance services, Verity provides support in\nthe form of Error Corrections, Software Updates, and Telephone Hotline Support.\nFor Software which is supported, Maintenance Services are provided only for (i)\nthe current release of the Software, (ii) the most recent previous release of\nthe Software, and (iii) any other release of the Software for one year after its\ngeneral availability; after which time Verity shall have no obligation to\nsupport such release, unless otherwise agreed to in a separate written agreement\nbetween the parties.\n\nThe initial effective date of Maintenance Services is the date Software is\nshipped from Verity's facility.\n\nDESCRIPTION OF SERVICES PROVIDED DURING A MAINTENANCE PERIOD\n\n     A)  Error Corrections.  Verity shall exercise commercially reasonable\n         -----------------          \nefforts to correct any error reported by the Licensee in the current unmodified\nrelease of the Software in accordance with the priority level reasonably\nassigned to such error by Verity. If a reported error has caused the Software to\nbe inoperable, or the Licensee's notice to Verity states that the reported error\nis substantial and material with respect to the Licensee's use of the product,\nVerity shall use its reasonable commercial efforts to correct expeditiously such\nerror or to provide a software patch or bypass around such error. The Licensee\nacknowledges that all reported errors may not be corrected.\n\n     B)  Software Updates.  Verity provides, at no additional cost, one (1) copy\n         ----------------         \nof all published revisions to the printed documentation and one (1) copy of, or\nauthorization to copy, new releases of the products, which are not designated by\nVerity as new products for which it charges a separate fee.  Verity, may in its\nsole discretion, modify the Software and deliver Software Updates to Licensee\nwhich may add new and\/or eliminate existing features, functions, operating\nenvironment and\/or hardware platforms to the Software.  Licensee may continue to\nreproduce and distribute the previous version of the Software until the date on\nwhich such Licensee products are revised, at which time Licensee will\nincorporate the Software Update(s) into such products.\n\n     C)  Telephone Hotline Support.  Verity provides telephone assistance to all\n         -------------------------                                              \nLicensees who have purchased Maintenance services. Telephone Hotline Support\nhours of operation and telephone numbers for the relevant geographic region may\nbe found on Verity's web site at www.verity.com.  Verity Support personnel are\navailable to answer questions related to Verity's supported products and how\nthey perform with compatible hardware systems.  Assistance in the development of\ncustom applications for Verity's products is not included in standard hotline\nsupport.  If Licensees wish to acquire such support, it is available through\nVerity's Consulting group at the then-current consulting rates.\n\nPRIORITY LEVELS OF ERRORS\n\nIn the performance of Maintenance Services, Verity applies priority ratings to\nproblems reported by Licensees.\n\n     A) Priority I Errors\n        -----------------\n\n     Description:  Program errors that prevent some function or process from\n     -----------                                                            \n     substantially meeting the functional specification and which seriously\n     affect the overall performance of the function or process and no work-\n     around is known.\n\n     Verity Response:  Verity shall promptly initiate the following procedures:\n     ---------------                                                            \n     (1) assign senior Verity engineers to correct the error; (2) notify senior\n     Verity Management that such errors have been reported and that steps are\n     being taken to correct the error; (3) provide Licensee with periodic\n     reports on the status of corrections; (4) commence work to provide Licensee\n     with a work-around until final solution is available; (5) provide final\n     solution to Licensee as soon as it is available.\n\n     B) Priority II Errors.\n        ------------------ \n\n \n  Description:  Program errors that prevent some function or process from\n  -----------                                                            \n  substantially meeting functional specification, but has a reasonable work-\n  around.\n\n  Verity Response:  Verity shall provide a work-around to the Licensee and shall\n  ---------------                                                               \n  exercise commercially reasonable efforts to include the fix for the error in\n  the next software maintenance release.\n\n  C) Priority III Errors.\n     ------------------- \n\n  Description:  Program errors that prevent some portion of a function from\n  -----------                                                              \n  substantially meeting functional specification but do not seriously affect the\n  overall performance of the function.\n\n  Verity Response:  Verity may include the fix for the error the next major\n  ---------------                                                          \n  release of the Software.\n\n \n        Amendment No. 1 to the Corporate License and Services Agreement\n                                    between\n               Law Office Information Systems, Inc. ('Customer')\n                                      and\n                            Verity, Inc. ('Verity')\n\nThis Amendment No. 1 to Corporate License and Services Agreement ('Amendment No.\n1') amends and supplements that certain corporate License and Services Agreement\nby and between VERITY, INC. and LAW OFFICE INFORMATION SYSTEMS, INC made\neffective February 18, 1998 (the 'Agreement').  Verity and Customer agree that\nthis Amendment No. 1 is attached and made a part of the Agreement and unless\notherwise defined capitalized terms in the Amendment No. 1 shall have the same\nmeaning as in the Agreement.\n\nThe parties hereby agree as follows:\n\n1. Exhibit A, Section 1 of the Agreement labeled 'Licensed Products' is amended\n   to include the following:\n\n'Licensed Products:\n ----------------- \n  Verity K-2 Toolkit on NT Platform - on a single Server for support of up to\n  50,000 Subscribers.\n  Verity Profiler on NT Platform - maximum of 50,000 Subscribers.'\n\n2. Exhibit A, Section 2 of the Agreement labeled 'License Fee' is amended to\n   include the following:\n\n'License Fee  In consideration for the licenses granted in this Amendment No. 1,\n -----------                                                                    \nupon the Effective Date of the Amendment, Customer shall pay to Verity a one-\ntime, non-refundable, non-recoupable license fee in the amount of Three Hundred\nThousand Dollars (US$300,000).  Such license fee shall be due and payable upon\nexecution of this Amendment.  The parties agree to enter into good faith\nnegotiations regarding license fees for any Subscribers beyond the first 50,000\nSubscribers.'\n\n3. Exhibit A, Section 3 of the Agreement labeled 'Maintenance and Support' is\n   amended to include the following:\n\n'Maintenance and Support.  In consideration for maintenance and support services\n -----------------------                                                        \nprovided regarding the licenses granted in this Amendment No. 1, Customer shall\npay to Verity the annual maintenance fee in the amount of Sixty Thousand Dollars\n(US$60,000) due and payable upon execution of this Amendment.  The parties agree\nto enter into good faith negotiations regarding maintenance and support fees for\nany Subscribers beyond the first 50,000 Subscribers.'\n\n4. Exhibit A, Section of the Agreement labeled 'Consulting Services' is amended\n   to include the following:\n\n'Consulting Services.  Verity shall provide Customer with consulting, at the\n -------------------                                                        \nrate of One Thousand Eight Hundred Dollars (US$1,800) per day per consultant for\nan amount up to One Hundred and Twenty Two Thousand Four Hundred Dollars\n(US$122,400), plus travel and living expenses.  Such consulting fee shall be due\nand payable within thirty (30) days from the date of an applicable Verity\ninvoice.'\n\n5. Entire Agreement.  The Agreement together with the Exhibits, and this\nAmendment No. 1 replaces and supersedes all other agreements, written or oral\nwith respect to its subject matter.  Except as expressly amended and\nsupplemented hereby, the Agreement remains in full force and effect.  In the\nevent of any conflict between the terms of this Amendment No 1 and the terms of\nthe Agreement, the terms of this Amendment No. 1 shall prevail.\n\n6. Counterparts.  This Amendment No. 1 may be executed in counterparts.\n\n7. Effective Date\/Term.  The foregoing is agreed to be effective as of the last\nexecution date below ('Amendment Effective Date').  This Amendment No. 1 shall\ncontinue in full force and effect thereafter until the expiration and\ntermination of the Agreement.\n\n \nVerity:                                 Customer\n\n\nBy:\/s\/ J.F. Ticehurst                   By: \/s\/ J. Scott Thompson\n   -----------------------                 --------------------------------\n \nName: J.F. TICEHURST                    Name: J. Scott Thompson\n     ---------------------                    -----------------------------\n \n     Vice President Administration &amp; Title: Controller                       Title: Chief Information Officer\n       -------------------                     ----------------------------\n \nDate: February 8, 1999                  Date:  February 3, 1999\n      --------------------                     ----------------------------\n\n \n        Amendment No. 2 to the Corporate License and Services Agreement\n                                    between\n               Law Office Information Systems, Inc. ('Customer')\n                                      and\n                            Verity, Inc. ('Verity')\n\n\nThis Amendment No. 2 to Corporate License and Services Agreement ('Amendment No.\n2') amends and supplements that certain Corporate License and Services Agreement\nby and between VERITY, INC. and LAW OFFICE INFORMATION SYSTEMS, INC. made\neffective February 18, 1998, and Amendment No. 1 dated February 8, 1999\n(collectively the 'Agreement')  Verity and Customer agree that this Amendment\nNo. 1 is attached  and made a part of the Agreement and unless otherwise defined\ncapitalized terms in the Amendment No. 2 shall have the same meaning as in the\nAgreement.\n\nThe parties hereby agree as follows:\n\n1. Exhibit A, Section 1 of the Agreement labeled 'Licensed Products' is amended\n   to include the following.\n\n'Licensed Products:\n ----------------- \n   Two (2) copies of the intranet Solutions Intra.doc (R) Developers System on\nthe NT Platform (part# IMS-IDK-NT) solely for purposes of development of\nApplication.  Deployment rights are provided for below.\n\n   Two (2) copies of the IntraNet Solutions Intra.doc(R) on the NT Platform\n(part# IMS-FULL-NT) for support of an unlimited number of Contributors and\nConsumers.\n\n   Four (4) copies of the IntraNet Solutions Intra.doc(R) Archive Replicator on\nthe NT Platform (part# IMS-ARREP-NT); and\n\n   One Thousand (1,000) copies of the IntraNet Solutions Intra.doc(R) ODMA\n(Word, WordPerfect) (part# IMS-ODMA-WIN) for support of a maximum number of\n1,000 desk tops.\n\n'Contributor' means a designated number of persons who have the ability to\nsubmit and edit managed content as well as the ability to perform standard end-\nuser functions including the search, view, and print of managed content.\n\n'Consumers' means a designated number of persons who have the ability to perform\nstandard end-user functions including the search, view, edit, and print of\nmanaged content.\n\n2. Exhibit A, Section 2 of the Agreement labeled 'License Fee' is amended to\ninclude the following:\n\n'License Fee:  In consideration for the licenses granted in this Amendment No. 2\n -----------                                                                    \nupon the Effective Date of this Amendment, Customer shall pay to Verity a one-\ntime, non-refundable, non-recoupable license fee in the amount of Two Hundred\nand Twenty Two Thousand Five Hundred Dollars (US$222,500).  Such license fee\nshall be due and payable within sixty (60) days of this Amendment Effective\nDate.'\n\n3. Exhibit A, Section 3 of the Agreement labeled 'Maintenance and Support' is\n   amended to include the following:\n\n'Maintenance and Support.  In consideration for maintenance and support services\n -----------------------                                                        \nprovided by IntraNet Solutions regarding the licenses granted in this Amendment\nNo. 2, Customer shall pay to Verity an additional annual maintenance fee in the\namount of Forty Four Thousand Five Hundred Dollars (US$44,500) due and payable\nwithin sixty (60) days of this Amendment Effective Date.  Maintenance and\nsupport with respect to the IntraNet Solutions' products shall be provided\ndirectly by IntraNet Solutions and in accordance with IntraNet Solutions'\nstandard maintenance and support terms and conditions, a copy of which will be\nprovided to Customer upon Customer's written request.'\n\n4. Exhibit A of the Agreement labeled 'Consulting Services' is amended to\n   include the following:\n\n \n'Consulting Services:  Verity through IntraNet Solutions' personnel and\n -------------------                                                   \nconsultants shall provide Customer with consulting, at the rate of One Thousand\nEight Hundred Dollars (US$1,800) per day per consultant for an amount up to\nTwenty One Thousand Six Hundred Dollars (US$21,600), plus travel and living\nexpenses.  Such consulting fee shall be due and payable within thirty (30) days\nfrom the date of an applicable Verity invoice.'\n\n5. Entire Agreement.  The Agreement together with the exhibits, and this\nAmendment No. 2 replaces and supersedes all other agreements, written or oral\nwith respect to its subject matter.  Except as expressly amended and\nsupplemented hereby, the Agreement remains in full force and effect.  In the\nevent of any conflict between the terms of this Amendment No. 2 and the terms of\nthe Agreement, the terms of this Amendment No. 2 shall prevail.\n\n6. Counterparts.  This Amendment No. 2 may be executed in counterparts.\n\n7. Effective Date\/Term.  The foregoing is agreed to be effective as of the last\nexecution date below ('Amendment Effective Date:).  This Amendment No. 2 shall\ncontinue in full force and effect thereafter until the expiration or termination\nof the Agreement.\n\nVerity:                               Customer:\n\n   \/s\/ J.E. Tiehurst                     \/s\/ Kyle D. Parker\nBy____________________________        By:__________________________________\n\n      J.E. Tiehurst                        Kyle D. Parker\nName:_________________________        Name:________________________________\n\n       VP &amp; Controller                      President &amp; CEO\nTitle:________________________        Title:_______________________________\n                                              4-19-99\nDate:_________________________        Date:________________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9245],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42204","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-verity-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42204","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=42204"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42204"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42204"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42204"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}