{"id":42706,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/proprietary-software-license-agreement-work-management.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"proprietary-software-license-agreement-work-management","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/proprietary-software-license-agreement-work-management.html","title":{"rendered":"Proprietary Software License Agreement &#8211; Work Management Solutions Inc. and Keane Inc."},"content":{"rendered":"<pre>\n                     PROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n                     for Account4(TM) Work Management System\n\nSubject to the provisions contained herein. Work Management Solutions. Inc.\n(\"Work Management Solutions\") hereby grants to Keane Inc. (\"Customer\") a\nnon-exclusive license to use the proprietary computer software products\n(\"Licensed Program\") and materials (\"Licensed Materials\") specified below.\n\nSOFTWARE\n\nWork Management Solutions will furnish one (1) copy of the Licensed Program to\nCustomer in machine-readable object code form and provide one (1) copy of the\nLicensed Materials to Customer containing detailed specifications for the\noperation and use of the Licensed Program.\n\nPRODUCT LICENSE AND SERVICE FEES\n\n-----------------------------------------------------------------------------\nSoftware License Fee                                          [***]\n(See Schedule 1, Section A)\n-----------------------------------------------------------------------------\nProfessional Services Fee                                     [***]\n(See Schedule 1, Section B\n-----------------------------------------------------------------------------\nSoftware Maintenance Fee                                      [***]\n                                                            -----------\n(See Schedule 1. Section C)\n-----------------------------------------------------------------------------\n\n   Total Fees Due &amp; Payable                                   [***]\n                                                            ===========\n--------------------------------------------------------------------------------\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n *** Certain information on this page has been omitted and filed separately \nwith the commission. Confidential treatment has been requested with respect \nto the omitted portions.\n\n\n\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\n                              CUSTOMER INFORMATION\n\nCustomer Name:                 Keane Inc.\n                               ------------------------------------------\nAddress:                       Ten City Square  \n                               ------------------------------------------\n                               Boston, MA 02129 \n                               ------------------------------------------\nAttention:                     Mr. David Dengler\n                               ------------------------------------------\nTelephone Number:\n                               ------------------------------------------\n\n                               ------------------------------------------\n\nCustomer's Designated Site\n\nDesignated Site:               Keane, Inc.\n                               ------------------------------------------\n                               Corporate IT Dept.\n                               ------------------------------------------\n                               Mystic Center\n                               ------------------------------------------\nAddress:                       10 President's Landing, Suite 200\n                               ------------------------------------------\n                               Medford, MA 02155\n                               ------------------------------------------\n\n                               ------------------------------------------\nBilling Address:               Same\n                               ------------------------------------------\n\n                               ------------------------------------------\n\n                               ------------------------------------------\nAttention:                     David Dengler\n                               ------------------------------------------\nTelephone:                     617-241-9200 x1330\n                               ------------------------------------------\n\n                               ------------------------------------------\nShipping Address:\n                               ------------------------------------------\n(If different from above)\n                               ------------------------------------------\n\n                               ------------------------------------------\n\nAttention:                     David Dengler\n                               ------------------------------------------\nTelephone:\n                               ------------------------------------------\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\n                              TERMS AND CONDITIONS\n\n1. LICENSE. Work Management Solutions, Inc. hereby grants to Customer a\nnon-exclusive, non-transferable license (the \"License\") to use the Licensed\nProgram and Licensed Materials on the Designated Site, identified on Page 2 of\nthis Agreement, subject to the terms and conditions contained herein. The term\nof this license is perpetual, commencing upon acceptance of this Agreement by\nWork Management Solutions.\n\nThis Agreement, the Licensed Program and Licensed Materials to which it applies,\nmay not be assigned, sub licensed, or transferred by the Customer without prior\nwritten consent from Work Management Solutions which will not be unreasonably\nwithheld nor delayed.\n\n2. USE. Work Management Solutions shall be responsible for the delivery of the\nLicensed Program(s) together with the documentation. The Customer shall be\nexclusively responsible for the supervision, management and control of its use\nof the Licensed Program(s), including without limitation; (i) assuring proper\nmachine configurations, audit controls and operating methods: (ii) establishing\nadequate backup plans, based on alternative procedures and access to qualified\nprogramming personnel; and (iii) implementing sufficient recovery procedures and\ncheckpoints to satisfy its requirements for security and accuracy of input, as\nwell as, system restart and recovery in the event of a malfunction.\n\nThe Licensed Program and Licensed Materials may be used only in the furtherance\nof the internal operations of the Customer or its wholly owned or majority owned\nsubsidiaries. In no event shall the Licensed Program be used to process\ninformation by or for the benefit of third parties.\n\nThe Customer may, from time to time, change the Designated Site and\/or the\nlocation thereof to any computer site of the Customer or a subsidiary, provided\nthat in each case the Customer gives timely written notice thereof to Work\nManagement Solutions. During the term of this Agreement, and at any given time,\nthe Customer is authorized to use the Licensed Program on only one (1) of the\nCustomer's computers or on a cluster of computers; the Customer may license\nadditional copies of the Licensed Program pursuant to the then current Work\nManagement Solutions multiple installation pricing policy.\n\nThe Customer may not copy or otherwise reproduce the Licensed Program, or any\npart thereof (except such copying, strictly limited in number, as is essential\nfor system backup, testing, maintenance or recovery purposes). The Customer may\nreproduce the Licensed Materials solely for its own internal use provided that\nall titles, trademarks, trade names, copyright notices, and other proprietary\nnotices of Work Management Solutions, Inc. are retained.\n\n3. CONFIDENTIALITY. The ideas and the expressions hereof contained in the\nLicensed Program and Licensed Materials are confidential, proprietary\ninformation and trade secrets that the Customer will receive in confidence. The\nCustomer shall not in any manner or form disclose, provide or otherwise make\navailable, in whole or in part, any Licensed Program and\/or Licensed Materials\nto any third parties except for Customer's employees and consultants who are\nbound by appropriate non-disclosures. The obligations expressed within this\nSection 3 shall survive termination of this Agreement.\n\nThe Parties acknowledge and agree that all Parties' information that is marked\n\"Confidential\", except as specified below, that comes to be known by reason of\nwork under this Agreement, is confidential to each Party and will not be\ndisclosed to unauthorized third parties. The Parties will use the same standard\nof care, and will bind their employees, agents or representatives to such\nstandard, to prevent disclosure of such confidential information as each uses to\nprotect its own confidential information and trade secrets. Information received\nby either Party under this Agreement will not be considered confidential if the\ninformation: (a) is not marked \"Confidential\"; (b) is known to the other Party\nor is in the other Party's possession at the time of executing this Agreement;\n(c) is in the public domain at the time of disclosure; (d) is independently\ndeveloped by the other Party; or (e) is disclosed to the other Party by a third\nparty with written approval of the first Party.\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\nThe obligations expressed within this Section 3 shall survive termination of\nthis Agreement.\n\n4. WARRANTIES. Work Management Solutions warrants that (i) it may lawfully grant\nthe License, (ii) neither the Licensed Program or Licensed Materials, or the use\nthereof within the scope of the License, infringes a patent or copyright or is\nclaimed to be a trade secret of any person who has not consented to the granting\nof the License, (iii) at the time of installation, and for so long thereafter as\nCustomer pays Maintenance Fees hereunder, the Licensed Program, will conform to\napplicable printed documentation (i.e., all Licensed Materials, including User\nGuides and Reference Manuals) delivered by Work Management Solutions to the\nCustomer; (iv) neither the Licensed Program nor the Licensed Materials contain\nany virus, time bomb mechanism or other software or code that can disable or\nadversely affect any and all of the Licensed Program or the Licensed Materials\nor destroy any data or other software; and (v) both the Licensed Program and the\nLicensed Materials are Year 2000 Compliant. THE FOREGOING WARRANTY IS IN LIEU OF\nALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE\nIMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR\nPURPOSE. No employee or agent of Work Management Solutions is authorized to give\na greater or different warranty.\n\n5. INDEMNIFICATION. Work Management Solutions, at its own expense, will defend\nand indemnify against any action brought against the Customer based on a claim\nthat any Licensed Program infringed a United States patent, copyright or\ntrademark provided that (i) Work Management Solutions shall be notified promptly\nin writing by the Customer of any notice of such claim; (ii) Work Management\nSolutions shall have the sole control of the defense of any action on such claim\nand all negotiations for its settlement or compromise; and (iii) the Customer\nshall permit Work Management Solutions, at Work Management Solutions' option and\nexpense, either to procure for the Customer the right to continue using the\nLicensed Program or modify the Licensed Program so that it becomes\nnon-infringing.\n\n6. LIABILITY. Except as provided for in Section 5 above, Work Management\nSolutions' liability for damages to the Customer for any cause whatsoever, and\nregardless of the form of action, shall be limited to the License Fees paid by\nthe Customer hereunder with respect to the affected Licensed Program. In no\nevent will Work Management Solutions be liable for any lost profits, goodwill,\nor other consequential, special or indirect damages suffered by the Customer in\nconnection with or arising from the performance of the Licensed Program, even if\nWork Management Solutions has been advised of the possibility of such damages.\nor for any claim against the Customer by any other party.\n\n7. MAINTENANCE PLAN. Upon due and punctual payment of the applicable Maintenance\nFees, the Customer shall receive:\n\nNew Releases: From time to time Work Management Solutions may issue modified or\nenhanced versions of the Licensed Program, herein referred to as a \"New\nRelease\", and will provide the Customer with one (1) complete copy of such New\nRelease and one (1) copy of the documentation updates. Following shipment of the\nNew Release materials, the previous release shall remain \"current\". for purposes\nhereof, for a period of six (6) months: thereafter only the New Release will be\ncurrent. New Releases will only be issued to Customers who have a current\nMaintenance Plan in effect. Work Management Solutions shall have no obligation\nhereunder to furnish the Customer with separately priced components to a\nLicensed Program or Licensed Materials except as explicitly described in this\nLicense Agreement, unless Customer has entered into an additional License\nAgreement for such separately priced components. Work Management Solutions shall\ncontinue to provide maintenance to the Licensed Program so long as it continues\nto make the Licensed Program commercially available.\n\nService: Upon receipt of telephone or written notice(s) from the Customer\nspecifying failures or errors found in a Licensed Program, and upon receipt of\nsuch additional information as Work Management Solutions may request, Work\nManagement Solutions will act in an expeditious manner to correct defects in the\ncurrent release of such Licensed Program, as long as it has not been\nsubstantially altered by Customer. Work Management Solutions will provide Hot\nLine Support services during normal business hours. Monday through Friday (8:30\nAM - 5:30 PM, Eastern Time). Work Management Solutions is not obligated to\nperform investigation and\/or correction of defects found by Work Management\nSolutions to be (i) in other than a current release which has not been\nsubstantially altered by the Customer.\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\nor (ii) caused by negligence or modification of the Licensed Program or use\nthereof in combination with software not provided by Work Management Solutions.\n\nThe Maintenance Plan shall be automatically renewed on an annual basis and the\nCustomer shall pay therefore according to the then current Maintenance Fee,\nunless the Customer elects to cancel the annual renewal of the Maintenance Plan,\neffective upon any anniversary date of the commencement of the Maintenance Plan,\nby providing written notice to Work Management Solutions no less than thirty\n(30) days prior to such anniversary date. Work Management Solutions shall\ndeliver to Customer an invoice no less than sixty (60) days prior to such\nanniversary date. Such invoice shall be due and payable within 60 days. Customer\nmay elect at the execution of this Agreement, or upon any anniversary date\nhereof, to purchase a Multi-Year Maintenance Plan by paying in advance to Work\nManagement Solutions maintenance fees for two or more years and receiving a\nmaintenance prepayment discount.\n\nMaintenance Fees payable under this Section shall be established by Work\nManagement Solutions in its sole discretion. Notwithstanding the above, for the\nfirst three years after contract execution, the annual Maintenance Fees shall\nnot be increased. For years thereafter, any Maintenance Fee increases shall be\nlimited to the percent change in the U.S. Department of Labor Consumer Price\nIndex for the calendar year prior to the renewal date of the Maintenance Plan.\n\n8. PAYMENT. All Product License and Services Fees outlined on Page 1 of this\nAgreement are due and payable as described in Schedule 1, Section D (\"Payment\nTerms\"). All other fees and charges hereunder are due and payable in full upon\nreceipt of Work Management Solutions invoice by Customer. There shall be added\nto all charges hereunder (i) all reasonable shipping, handling, travel and other\nreasonable out-of-packet expenses incurred by Work Management Solutions in\nconnection with this Agreement or its performance; and (ii) amounts equal to any\ntaxes paid or payable by Work Management Solutions, however designated, levied,\nor based on this Agreement, or on any Licensed Program or Licensed Materials,\nits charges or its use, including without limitation, any value-added, royalty,\nfederal, state or local sales, use, and property taxes, and any taxes or amounts\nin lieu thereof, exclusive, however, of taxes based on the net income of Work\nManagement Solutions. Customer will be charged interest at the rate of one and\none-half percent (1-1\/2%) per month on all sums hereunder which remain unpaid\nthirty (30) days after due, with such interest to commence on the due date.\n\n9. GENERAL. The Customer acknowledges that he has read this Agreement,\nunderstands it and agrees to be bound by all terms and conditions hereof. All\nsubsequent modifications, amendments, and waivers to this Agreement must be by\nwritten instrument, executed by authorized representatives of the parties\nhereto. In the event that any provision under this Agreement shall be deemed\nillegal or otherwise unenforceable by any applicable statute or rule of law,\nsuch provision shall be omitted and the entire Agreement shall not fail on\naccount thereof and the remainder of the Agreement shall continue in full force\nand effect. No waiver of any breach of any provision of this Agreement shall\nconstitute a waiver of any other breach of any other provision hereof. Work\nManagement Solutions shall not be liable for delay or failure to perform its\nobligations herein set forth if such delay or failure is due to any cause or\ncondition beyond its reasonable control. This Agreement shall be binding upon\nand inure to the benefit of any successor of the Customer, who, whether by\nmerger, purchase, or otherwise, acquires all or substantially all of the assets\nor business of the Customer.\n\nBoth parties agree that neither party shall solicit or hire the other party's\nemployees involved directly in the relationship established by this Agreement as\nan employee or as a consultant in the same geographical region. This provision\nshall remain in effect until one (1) year has passed since the date the last\nservices were provided by Work Management Solutions to Customer. Both parties\nrecognize that their employees are valuable resources whose loss may be damaging\nto their respective businesses, and therefore, violation of this restriction\nshall result in the violating party making an immediate restitution payment of\n$250,000 to the other, payable within 30 days of the start date of the hired\nemployee or consultant.\n\nAll notices and other communications hereunder shall be by written instrument\nand shall be deemed given upon certified mailing with return receipt, addressed\nto the party to be notified at the address set forth on Page 2 of this\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\nAgreement, or, if to Work Management Solutions, addressed to Chief Financial\nOfficer, Work Management Solutions, Inc., 75 Wells Avenue, Newton, MA 02459.\n\nThis Agreement is governed and construed by the laws of the Commonwealth of\nMassachusetts.\n\nThis Agreement, including all Addenda, attached hereto, represents the complete\nand exclusive statement of the agreements between the parties and supersedes all\nprior agreements and representations between them. In the event of conflict\nbetween general Terms and Conditions, Schedule 1 and the Addenda, the following\norder of precedence shall apply: Schedule 1, Addenda. Terms and Conditions. This\nAgreement is binding upon the parties upon execution by Customer and acceptance\nby Work Management Solutions.\n\n\nAccepted By:\n\nKEANE INC.                          WORK MANAGEMENT SOLUTIONS, INC.\n-----------------------------       ------------------------------------\n\nBy:                                 By:\n\n   \/s\/ Wallace A. Cataldo                    \/s\/ John J. Lucas\n-----------------------------       ------------------------------------\n   (Authorized Signature)                  (Authorized Signature)\n\n                                          John J. Lucas, President\n-----------------------------       ------------------------------------\n     Wallace A. Cataldo                       (Name and Title)\n  Vice President, Finance\n\n          2\/19\/99                                  2\/22\/99\n-----------------------------       ------------------------------------\n          (Date)                                   (Date)\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\n                                   SCHEDULE 1\n\n                                   Keane Inc.\n                         Account4 Work Management System\n               Product Pricing, Configuration and Service Schedule\n\nA.   Licensed Program(s):                                     License Fee\n     --------------------                                     -----------\n\n-----------------------------------------------------------------------------\nAccount4 Work Management Software System\n   Application: Professional Services                          [***]\n   Database: Oracle\n   Licensed number of Users: Unlimited\n-----------------------------------------------------------------------------\n\n-----------------------------------------------------------------------------\n   Total License Fees (after all applicable discounts):        [***]\n-----------------------------------------------------------------------------\n\nNote that the Customer is fully responsible for providing the relational \ndatabase management software and other third party software and systems \nrequired for the operation of the Account4 Work Management System.\n\nB.    Professional Services:\n\n      No Professional Services are purchased by Customer at this time.\n\nC.    Software Maintenance Fee:\n\n      Customer hereby purchases, as part of this Agreement, a Software\n      Maintenance Plan, commencing upon delivery of the Licensed Program to\n      Customer and extending for a term of one (1) year. Customer will pay a\n      software maintenance fee equal to [***] for this Software Maintenance \n      Plan.\n\nD.    Payment Terms:\n\n      Fifty Percent (50%) of all Software License and Software Maintenance fees\n      [***] are due and payable upon contract execution; balance [***] due and\n      payable thirty (30) days after delivery of the Licensed Program and \n      Licensed Materials to Customer.\n\nE.    License Fee Basis:\n\n      Customer acknowledges that the License Fees described herein are based on\n      the number of users of the Licensed Program. The total number of licensed\n      users is equal to the number of Active Resource ID's plus the number of\n      unique User ID's who do not have a Resource ID. Each person who logs into\n      the Licensed Program must have a unique User ID. The sharing of User ID's\n      is not permitted under this Agreement. Customer may be asked by Work\n      Management Solutions to affirm, in writing, the number of users on the\n      anniversary date of this License or the Maintenance Plan. The license fee\n      described herein is based on an unlimited number of users.\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n *** Certain information on this page has been omitted and filed separately \nwith the commission. Confidential treatment has been requested with respect \nto the omitted portions.\n\n\n\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\nF.    Account4 Editor Use &amp; Restrictions:\n\n      Customer shall be limited to the use of the Account4 Editor to the\n      modification and enhancement of the Licensed Program and Applications as\n      defined in this schedule. Customer shall not be permitted to develop other\n      Account4 applications without first obtaining a license for the Account4\n      Editor and paying all appropriate license and maintenance fees. The\n      Account4 Editor shall be licensed by amendment to this Agreement if not\n      included in the original license parameter on Schedule 1, Section A above.\n\n\nAccepted By:\n\nKEANE INC.                          WORK MANAGEMENT SOLUTIONS, INC.\n-----------------------------       ------------------------------------\n\nBy:                                 By:\n\n   \/s\/ Wallace A. Cataldo                    \/s\/ John J. Lucas\n-----------------------------       ------------------------------------\n   (Authorized Signature)                  (Authorized Signature)\n\n                                          John J. Lucas, President\n-----------------------------       ------------------------------------\n     Wallace A. Cataldo                       (Name and Title)\n  Vice President, Finance\n\n          2\/19\/99                                  2\/22\/99\n-----------------------------       ------------------------------------\n          (Date)                                   (Date)\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\n                                   ADDENDUM 1\n\n                              ACCOUNT4 SOURCE CODE\n\n                                ESCROW AGREEMENT\n\nWork Management Solutions warrants that the current Account4 System source code\nis on deposit with Data Securities International, Inc., (Escrow Agent) located\nat 49 Stevenson Street, Suite 550, San Francisco, CA 94105, (619) 457-5199,\nAccount # 2315016-00001, and that Customer shall be enrolled as a SAFE\nBeneficiary under Work Management Solutions' Deposit Agreement with Data\nSecurities International.\n\nUpon due and punctual payment by Customer of the applicable Maintenance fees,\nWork Management Solutions shall (a) continue its Deposit Agreement with Data\nSecurities International without interruption and in substantially the same form\nas it currently exists, and (b) shall continue Customer as a SAFE Beneficiary\nunder this Deposit Agreement without interruption.\n\nIn the event that Work Management Solutions (i) breaches this Addendum 1; (ii)\ndiscontinues its business of maintaining the Licensed Programs; or (iii) ceases\nto do business, Customer shall be entitled to obtain release from escrow of a\ncopy of the source code escrowed under this provision, subject to the following\nconditions:\n\n      1.    Such source code shall be deemed to be Confidential Information of\n            Work Management Solutions and shall be subject to the terms and\n            provisions of the Agreement which govern Confidential Information.\n\n      2.    Customer shall have a nonexclusive right to use such source code\n            version for the limited purpose of maintaining the object code\n            version of the applicable Licensed Programs so that the Licensed\n            Programs can be used by Customer at the sites authorized by this\n            Agreement.\n\n\nPROPRIETARY SOFTWARE LICENSE AGREEMENT\n\n\n                                                                  01A4-0199-102\n                                                                  --------------\n                                                                  License Number\n\n                         WORK MANAGEMENT SOLUTIONS, INC.\n\n                                   ADDENDUM 2\n\n                                ACCEPTANCE PERIOD\n\nThis License may be canceled at any time during the first forty-five (45) days\nfollowing installation of the complete Licensed Program (such installation to\noccur within thirty (30) days of delivery of the Licensed Program), if the\nLicensed Program does not perform as described in the technical documentation\nprovided as part of the Licensed Materials (i.e. User Guides and Reference\nManuals), or as described in the various marketing materials which may have been\nprovided to Customer. For the purposes of this Addendum, \"installation of the\ncomplete Licensed Program\" shall have occurred upon Customer's execution of the\nInstallation Verification form (to be provided to Customer upon Licensed Program\ndelivery), and shall not include the installation of any customizations to be\ndelivered to Customer.\n\nIn the event that the Licensed Program shall fail to meet the above cited\nconditions and Customer desires to terminate this License, Customer shall\nprovide Work Management Solutions with written notice of its intent to cancel\n(\"Cancellation Notice\"), including explanation of each area of unsatisfactory\nperformance by the Licensed Program. Work Management Solutions shall have\nforty-five (45) days after receipt of said notice in which to cure such\nunsatisfactory performance. Failure by Work Management Solutions to effect said\ncure within forty-five (45) days after receipt of a Cancellation Notice shall\nresult in immediate cancellation of this License.\n\nIf Customer cancels this License under the provisions of this Addendum, Customer\nagrees to pay Work Management Solutions for any training and consulting services\nprovided prior to cancellation, by Work Management Solutions, at a rate of one\nthousand six hundred dollars ($1,600.00) per person per day, plus reasonable and\ncustomary out-of-pocket expenses. These fees shall be the sole financial\nresponsibility of Customer in the event of cancellation. In the event of\ncancellation, Work Management Solutions shall promptly refund all license and\nmaintenance fees paid by Customer, pursuant to Terms and Conditions Section 8 of\nthis Agreement, minus fees payable to Work Management Solutions for training and\nconsulting services rendered, as described in this Addendum.\n\nAcceptance (\"Acceptance\") shall occur automatically at the close of business on\nthe forty-fifth day after installation of the Licensed Program or on the\nseventy-fifth day after delivery of the Licensed Program, whichever comes first,\nin the absence of receipt by Work Management Solutions of any Cancellation\nNotice.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7965],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42706","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-keane-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\/42706","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=42706"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42706"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42706"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42706"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}