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This Master License Agreement No. 01-STE-0106 (“Agreement”), deemed effective Fune 28, 2002, is by and between
Computer Sciences Corporation (“CSC”) a Nevada corporation with offices at 38705 Seven Mile Road, Suite 450,
Livonia, Michigan 48152-1056, and City of Nashua (“Customer”), a corporation having its principal place of business at

tol2

MASTER LICENSE AGREEMENT

229 Main Street, P.O. Box 2019, Nashua, NH 03060.

Ll

1.2

1.3

14

1.5

1.6

DEFINITIONS: The following terms shall
have the following meanings:

Annual (MESA) Charge ("AMC"): The
amount of money to be paid annually to CSC
by Customer for the right to receive MESA.
MESA is defined in Section 1.6 of this
Agreement.

Authorized Location: The location where
Customer’s Server resides which is listed
below and is owned and operated by
Customer. CSC is only obligated to provide
Maintenance and Enhancements at the
Authorized Location.

229 Main Street
Nashua, NH 03060

Database Support Module (“DSM”).
Module(s) containing programs supplied or
developed by CSC or third parties for use with
the System which contains the physical and

logical design for file storage and
implementation.
Documentation: Written materials and

manuals (and machine-readable text subject to
display and printout) describing the functional
processes, assumptions, specifications and
principles of operation of the computer
programs to a System and designated as the
official documentation to such System by
CSC,

Initial License Charge ("ILC"): The amount
of money to be paid to CSC by Customer for
the original grant of the right to use the
System as available on the effective date
hereot.

MESA: The collective reference to
Maintenance, Enhancements and Services
Available,

1.6.1 Maintenance: The correction of a
Nonconformity, at CSC’s expense, in
the most current Release of a System
for those parts of such System which
have not been modified or affected by
any modification. Maintenance shal!
also include technical assistance as set

City of Nashua MLA 062402 STE final
RISKMASTER — Steve Evers

1.7

1.8

19

1.10

forth in the applicable Schedule of
Charges.

1.6.2 Nonconformity: A failure of the
computer programs of a "System" to (1)
operate in accordance with such
System's manuals designated by CSC
and provided to Customer as
Documentation to such programs, and
(ii) operate in accordance with the Year
2000 Warranty set forth in Section 6.2
of this Agreement.

1.6.3 Enhancements: Any addition to,
change in or modification of the most
‘current Release ofa System which CSC
makes generally available to licensees
of the System, if and when such
development is completed.

1.6.4 Services Available: Services other than
Maintenance and Enhancernents which
are available during the MESA Tertn at
CSC’s then cument charges and
conditions.

1.6.5 MESA Tern: The period during which
CSC shall be obligated to provide
MESA for a System as set forth in the
applicable Schedule, of Charges.

Products: The System, DSMs, Documentation
and Third Party Products.

Release: An edition of the entire System
which is made generally available to licensees
of the System with MESA in force and which
is the most currerit edition of the System at the
time of such general availability.

Schedule of Charges: A document so named
which by its terms is part of and incorporated
by reference into this Agreement. Each
Schedule of Charges will designate any
System and Third Party Products licensed.
This Agreement is not complete without at
least one Schedule of Charges.

Server: Unless otherwise indicated on the
Schedule of Charges, is the processor or
equipment configuration on which the System
is first executed pursuant to this Agreement.

/

1.1]

1.12

1.13

2.2

23

System: The collection(s) of CSC computer
programs named in a Schedule of Charges and
any addenda to this Agreement. A System
includes ali materials related thereto supplied
to Customer under this Agreement, which may
include, without limitation, Documentation,
flow charts, logic diagrams, source codes,
object codes, and materials of any type
whatsoever (tangible or intangible and
machine or human readable) which
incorporate or reflect the design,
specifications, or workings of such programs
and any changes, additions or modifications
provided through Maintenance or
Enhancements. Systern may refer to more than
one System, despite the use of the singular.

Third Party Product: The hardware and
software products identified on the Schedule
of Charges which are manufactured or
provided by parties other than CSC,

Workstation: A discrete equipment
configuration which has access to the Server.

TITLE AND SCOPE OF LICENSE

Upon execution hereof, CSC grants Customer
a personal, nontransferable, nonassignable and
nonexclusive license to use each System set
forth in the Schedule of Charges, which
license shall continue until terminated. Any
unauthorized assignment shal] be void.

This Agreement grants Customer only a
license to use a System and does not grant or
assign to Customer any legal or equitable title
or other right in such System or any
modifications of such System. Customer may
not sell, assign, pledge, lease, transfer, license,
sublicense or in any way encumber a System.

A System licensed pursuant to this Agreement
is licensed for use on the hardware and
operating syStern platform set forth in the
System manuals provided as Documentation
by a single user unless otherwise set forth in
the Schedule of Charges. The license shall be
limited to the use of a System for the
processing of data at the Authorized Location.

DELIVERY, INSTALLATION AND USE

CSC shall deliver to Customer one copy of the
most current Release of a System available for
distribution to licensees on or promptly after
the effective date of the applicable Schedule
of Charges specifying such System.
installation of a System shall be Customer's

City of Nashua MLA 062402 STE final
RISKMASTER — Steve Evers

3.2

3.3

3.4

responsibility unless Customer separately
contracts with CSC for implementation.
Initial delivery of a System shall constitute
fulfillment of CSC's obligation under this
paragraph.

Customer shall execute the System on the
designated Server only and may load, copy or
transmit the System and DSM(s), in whole or
in part, only as necessary for execution on the
Server, except that Customer may execute the
System or DSM(s) (except diagnostic
software) on another single processor or
equipment configuration on a temporary basis
during 2 malfuriction which prevents
execution of the System or DSM{s) on the
Server, and may load, transmit, or copy the
System or DSM(s) (at Customer’s expense) as
necessary for such temporary execution.
Customer may make backup or archival
copies of the System and DSM(s) as permitted
under the Copyright Law of the United States.
Customer shall reproduce CSC’s copyright
and all other legal or proprietary notices and
any complete or partial copies of the System,
DSM(s) and Documentation. All such
additional copies shall be the property of CSC.
Customer shall maintain appropriate written
records of the mumber and location ofall such
copies, and shall furnish such information to
CSC upon request. Except as provided hereim,
all terms and conditions of this Agreement
shall apply to all such copies, except CSC
shall have no obligation or responsibility to
render or provide any MESA or warranty
services for such additional copies.

A System licensed to Customer shall be the
United States of America version of the
System, unless otherwise expressly provided
in a Schedule of Charges.

Customer acknowledges that its licensed
System and Third Party Products are unique
and proprietary to CSC and its suppliers and
coniain irade secrets of CSC and its suppliers.
Customer shall not allow any person or entily
to copy a System or Third Party Product in
whole or in part in any manner except as
expressly permitted in this Agreement.
Customer shall not disclose or otherwise make
a System or Third Party Product available to
any person or entity other than employees of
Customer required to have such knowledge
for normal use of such System or Third Party
Product. Customer agrees to obligate each

3.5

3.6

3.7

3.8

4.2

such employee to a level of care sufficient to
protect the System(s) or Third Party
Product(s) from unauthorized use of
disclosure. These obligations are independent
covenants and shall continue after the
Agreement is terminated.

Customer has sole responsibility for
Customer's use and operation of a System,
including monitoring and verifying input and
output data, back-up of input and output data,
providing data for any files or tables of such
System, and for maintaining the required
System operating environment. Customer
shall establish and maintain a System in the
hbrary sttucture, if any, described in the
System Documentation.

Customer shall not decompile or reverse
assemble the System or DSM(s), or analyze or
otherwise examine the System or DSM(s),
including any hardware or firmware
implementation of the System or DSM(s) for
the purpose of reverse engineering.

Customer cannot have more Workstations or
User Login Identifications (“User Id’s")
accessing the System or DSM(s) than the
number of Workstations provided for on the
Schedule of Charges. Users are not
authorized to share the same User Id’s. This
License is for use of the System object code
only.

Customer is licensing a System designed to
operate with Data Volumes on the following
platforms: (i) MS Access up to 10,000
records, (ii) MS Sequel System up to 20,000
records, and (iti) Informix, Oracle and Sybase
Systerns up to 40,000 records. Volumes above
the levels listed may be acceptable but require
certification on the Customer’s specific
hardware and communication environment.
Certification services are available pursuant to
Section 4.7 below.

MESA

CSC shall provide MESA to Customer at the
Authorized Location for one copy ofa System
during the MESA Term subject to the
conditions set forth below.

Provided that Customer is current om its
MESA obligations hereunder, CSC will
provide Maintenance services in accordance
with the Schedule of Charges for up to two (2)

City of Nashua MLA 062402 STE final
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4.3

44

4.5

pre-authorized Customer staff members. Such
Support will be provided by telephone or at
CSC's product center office during CSC's
normal business hours.

In order to receive Maintenance, Customer
shall advise CSC of a suspected
Nonconformity and shall submit all necessary
Documentation for Noncenformity
determination by CSC. Ifthe Nonconformity
prevents Customer's processing of
substantially all of its data, CSC shall provide
immediate Maintenance services at the
Authorized Location, In the event that it is
determined that the problem is not a
Nonconfornmty, Customer shall pay CSC for
the reasonable efforts of CSC's personnel on
CSC's standard time and materials basis,
including reasonable travel; living and
out-of-pocket expenses, ifany. Maintenance
will normally be performed at CSC's offices
and the materials and instructions necessary to
correct the Nonconformity shall be delivered
to Customer,

The cost associated with installing
Maintenance and with shipping and installing
Enhancements is Customer's responsibility.

Customer’s obligations include (i) providing a
written quarterly confirmation report of any
new or anticipated Customer priorities and
service requests, (ii) sending in CSC support
slirveys, securing any necéssary support, or
obtaining software upgrades or revisions for
Third Party Products, (iii) editing, validating
and auditing Customer site software, including
ail Customer data entry work, on a monthly
basis, (iv) participating in ongoing CSC
tecommended Product training sessions, (v)
documenting and defining in writing any
internal procedures, support issues or requests
not addréssed by the daily CSC support
process, (vi) securing, testing, maintaining and
updating hardware, operating system software,
available telephone lines, network
communication equipment support, and other
maintenance peripherals or printers in
accordance with the then current system
requirements, (vii) purchasing new releases or
upgrades for Third Party Products originally
provided by CSC and upgrading Customer's
software system using the upgrade programs
provided by CSC unless contracted for as a
separate service activity, and (viii} monitoring
and correcting Customer's computer system’s

4.6

47

5.2

exposure to computer virus related programs,

The following activities are not included in
the scope of Maintenance services: (i)
hardware support, (i!) operating system
support, (ii) custom programming, (iv)
general systems management, (v) moving
Customer data, (vi) moving, relocating or
reinstalling software programs or printers,
(vil) vertfication or correction of errors that
result from data entry or procedural errors,
(vili} unauthorized third party report writers,
and (ix) training.

Services made available to Customer should
be subject to separate written agreements. If
CSC furnishes any services beyond
Maintenance and Enhancements at Customer's
request without a separate written agreement,
such additional services shall be provided at
CSC's then current rates on an "AS IS" BASIS
WITHOUT EXPRESS OR IMPLIED
WARRANTY. Customer agrees to pay all
reasonable travel, living and out-of-pocket
expenses incuted by CSC's personnel
providing such services.

CHARGES

Customer recognizes that the ILC and AMC
do not include the hardware or the third party
System products which may be required ta be
licensed by Customer for Customer to utilize
the various capabilities of the System and that
Customer is responsible for the costs and
licenses to obtain such hardware or third party
software. Additionally, Customer shall be
responsible for securing license or authorized
use agreement for any code files, databases,
and data field indicators.

For the Customer's authorization to use the
System during the term hereof, Customer
promises and agrees to pay to CSC:

§,2.1 An AMC for each System as set forth
in the attached Schedule of Charges.
The first AMC shall be due and payable
upon execution hereof and an AMC
shall be due and payable on the
anniversary date of the effective date of
this Agreement for so long as Customer
contracts for MESA; and

5.2.2 An ILC as set forth in the attached
Schedule of Charges. Said ILC is
nonrefundable and shall be due upon
execution of this Agreement but

City of Nashua MLA 062402 STE final
RISKMASTER — Steve Evers

5.3

5.4

5.5

5.6

3.7

6.1

payable as follows: (a) fifty percent
(50%) upon execution hereof, and (b)
fifty percent (50%) upon the earlier of
(i) installation by CSC of the System or
(ii) three (3) months from the execution
date herecf. In the event of termination,
all paid ILC is non-refundable and any
remaining ILC payments are due.

Payment for any CSC supplied Third Party
Products is due when the software is
delivered, No CSC third party products are
charged for unless otherwise defined on the
Schedule of Charges.

Customer shall pay all amounts set forth in
this Agreement or Schedule of Charges in the
manner specified. All amounts are stated and
payable in United States dollars.

Charges are specified on the Schedule of
Charges. MESA charges will not increase
during the Initial Maintenance Term.

Customer shall pay all tariffs and taxes
assessed or levied by any governmental entity
that are now or may become applicable to this
Agreement or measured by payments made
under it or are required to be collected by CSC
or paid by CSC to tax authorities. Customers
shall also pay any interest or penalties on such
tax; provided, however, Customer shall not be
responsible for any interest or penalties
resulting from CSC’s failure to forward tax
funds received from Customers to the
applicable tax authority. This provision
includes, but is mot limited to, sales, use,
excise, gross receipt and personal property
taxes, but does not include taxes based upon
the net income of CSC.

In the event of cancellation or rescheduling by
Customer of an order for Third Party
Products, Customer is liable for any
cancellation or rescheduling charge which is
assessed by the third party hardware or
software supplier. Rescheduling ofan order is
subject to acceptance by CSC.

WARRANTIES

CSC warrants that CSC has the right to license
the System to Customer and agrees to defend
Customer against all claims arising from the
actual or alleged infringement by such System
of the rights of third parties, provided that
Customer notifies CSC in writing within

6.2

6.3

seventy-two (72) hours of the receipt by
Customer of any such claim or notice of any
such claim and permits CSC upon request,
and at CSC's cost and expense, to assume and
control the defense or settlement thereof.
Customer agrees to cooperate with CSC in
every reasonable manner in the defense of
such claim. In defending or settling any such
claim CSC may elect to (1) obtain the right of
continued use of such System or part thereof,
which is alleged to be infringing, (ii) replace
or modify such System, or part thereof, so as
to avoid such claim of infringement and
Customer will cease use of the Release of the
System, or part thereof, which was teplaced or
modified, or (iii) if neither of the foregoing are
reasonably available, grant Customer a refund
of the license fees paid for such software as
depreciated on a three (3) year basis and
accept their return. CSC will not be obligated
to defend or settle any claim of infringement
(i) asserted by a parent, subsidiary or affiliate
of Customer, (ii) resulting from Customer's
additions to, changes in, ar modification of a
Systern, or (iti) resulting from Customer's use
of the System in combination with non-CSC
software.

CSC warrants the System when used in
accordance with its associated documentation
will be capable upon installation of accurately
processing, providing, and/or receiving date
data from, into and between the twentieth and
twenty-first centuries, including the years
1999 and 2000 along with any leap year
calculations, provided that all other products
[e.g. hardware, software and firmware] used
in combination with the System properly
exchange date data with it.

Customer acknowledges that the programs of
the System may contain Nonconformities.
CSC warrants that it will correct, at CSC's sole
cost and expense, the computer programs of
the most current edition of the system if they
fail to operate in accordance with their
manuals designated as Documentation to such
programs so long as Customer is entitled to
Maintenance for the System and has provided
CSC with notice of the Nonconformity. This
warranty is a limited warranty and does not
apply to improper use of the Products or other
external causes as more fully set out in the
Documentation.

City of Nashua MLA. 062402 STE final
RISKMASTER — Steve Evers

6.4

6.5

7.1

7.2

If CSC cannot meet its support obligations as
defined herein, then CSC will provide
Customer the then current release ofall source
code maierial relating to the most current CSC
software products which Customer has
acquired through a software license. In such
event, Customer shall only use the source
code for the purpose of maintaining the CSC
software for its internal use. The source code
will reside at the following CSC source code
Agent: McCRIRIE & CAMERON, Attorneys
and Counselors, 317 W. Main Street,
Brighton, MI 48116-1525. CSC may change
its source code agent, and CSC will provide
Customer with notice of such change,

CSC does not warrant Third Party Products
which CSC provides “AS 1S”, CSC agrees to
assign any warranty rights it may have to
Customer.

DISCLAIMER OF OTHER
WARRANTIES AND LIMITATION OF
REMEDY

THE ABOVE WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF
MERCHANTABILITY, FITNESS AND
FITNESS FOR <A_ PARTICULAR
PURPOSE.

CUSTOMER'S REMEDIES AND CSC'S
LIABILITY UNDER THIS AGREEMENT
ARE LIMITED TO THE REMEDIES
AND LIABILITIES SET FORTH IN
PARAGRAPHS 6.1, 6.2, 6.3, 6.4 AND 9.2
OF THIS AGREEMENT. IF
NOTWITHSTANDING THE ABOVE
CUSTOMER IS ENTITLED TO
RECOVER DAMAGES FROM CSC FOR
ANY REASON, THEN IN THE
AGGREGATE CSC SHALL ONLY BE
LIABLE FOR (i) PAYMENTS MADE IN
DEFENSE OF ANY INFRINGEMENT
CLAIM UNDER PARAGRAPH 6.1
ABOVE AND (ii) THE AMOUNT OF ANY
OTHER ACTUAL LOSS OR DAMAGE
WHICH IS NOT IN EXCESS OF THE
INTTIAL LICENSE CHARGE
ACTUALLY PAID BY CUSTOMER TO
CSC FOR THE PRODUCTS THAT ARE
THE SUBJECT OF CUSTOMER’S
CLAIM UNDER THIS AGREEMENT.

73

9.2

EVEN IF A PARTY'S EXCLUSIVE
REMEDIFS FAIL OF THEIR
ESSENTIAL PURPOSES, NEITHER
PARTY SHALL EVER’ BE LIABLE
UNDER THIS AGREEMENT TO THE
OTHER PARTY OR OTHERS FOR ANY
ECONOMIC ' Loss OR
CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR
SAVINGS) OR INCIDENTAL OR
SPECIAL DAMAGES ARISING OUT OF
THIS AGREEMENT REGARDLESS OF
THE FORM OF THE ACTION,
WHETHER IN CONTRACT OR TORT
(INCLUDING A PARTY’S OWN
NEGLIGENCE), LAW OR EQUITY AND
REGARDLESS WHETHER A PARTY IS
INFORMED OF THEIR POSSIBILITY.
THE PRECEDING LIMITATION ON
CONSEQUENTIAL, INCIDENTAL AND
SPECIAL DAMAGES, SHALL NOT BE
CONSTRUED AS A LIMITATION ON
EITHER PARTY’S LIABILITY FOR
DAMAGES ARISING OUT OF A
BREACH OF THE OTHER PARTY’S
OBLIGATION TO PROTECT A
PARTY’S CONFIDENTIAL
INFORMATION AND TRADE SECRETS.

FORCE MAJEURE

CSC shall not be liable or deemed to be in
default for any delay or failure in performance
under this Agreement or interruption of
service resulting, directly or indirectly, from
acts of God, civil or military authority, labor
disputes, shortages of suitable parts, materials,
labor or transportation, or any similar cause
beyond CSC’s reasonable control.

TERM AND TERMINATION

The term of this Agreement commences on its
effective date and will continue until
terminated.

Either party may terminate this Agreement
upon a material breach by the other party of
any one or more of the terms and conditions
hereof, provided the party in breach is notified
in writing by the other party of the material
breach and such breach is not cured or a
satisfactory resolution agreed upon in writing
within thirty (0) days of such notice.
Notwithstanding anything contained in this
Agreement or Schedule of Charges, CSC shall
have the right to terminate this Agreement

City of Nashua MLA 062402 STE final
RISKMASTER ~ Steve Evers

9.3

9.4

9.5

without notice if Customer breaches Section 2
or Section 3.

In the event a party makes a general
assignment for the benefit of creditors or files
a voluntary petition in bankruptcy or petitions
for reorganization or arrangement under the
bankruptcy laws, or if'a petition in bankruptcy
is filed against a party, or if a receiver or
trustee is appointed for all or any part of the
property and assets of a party, the other party
may terminate this Agreement.

The Initial] MESA Term shal! be the period
commencing on September 1, 2002,
(“Commencement Date”) and continuing for
thirty-six (36) full calendar months during
which CSC shall be obligated to provide
MESA for the System licensed in such
Schedule of Charges. The charges for MESA
will automatically be invoiced on or before —
the anniversary of the Commencement Date as
stated above.

Customer agrees that upon termination of this
Agreement, Customer shall not use a System
designated therein and shall return to CSC,
within thirty (30) days after such termination,
the original and all copies of such System.
Due to the nature of such System and the need
for its protection as a trade secret and
confidential proprietary information, time is of
the essence in its return, and in the event of
Customer's failure to do so within the time
provided herein, Customer agrees that, in
addition to seeking damages, CSC shall be
entitled to obtain injunctive relief to require
such return, reasonable attorneys fees and
costs incurred in obtaining such injunctive
relief. If the System has been modified or
merged with other computer programs and it
is impractical to separate and return such
System, Customer shall destroy the System
and all copies thereof in its modified or
merged state and within 30 days of
termination of this Agreement an officer of
Customer shall certify to CSC in writing that
the System and all copies thereof have been
destroyed. Timely certification of destruction
shall fulfill Customer's obligation to return the
System. Failure to so certify destruction shall
constitute failure to return the System.
Customer shall remain liable for all charges
required under this Agreement, which are
unpaid as of the date of termination.

10.
10.1

10.2

10.3

10.4

GENERAL

All notices which are required to be given
pursuant to this Agreement shall be in writing
and shall be delivered by certified mail, return
receipt requested, first class postage prepaid,
or sent by overnight express or similarly
recognized overnight delivery with receipt
acknowledged or by facsimile, with a copy
thereof sent by one of the other means.
Notices shall be deemed to have been given at
the time delivered and shall be addressed as
follows or to such other address as a party
may designate by proper notice hereunder:

If to CSC:

10301 Wilson Boulevard
Blythewood, South Carolina 29016
Atin: General Counsel

Facsimile: (803) 333-5560
Lf to Customer:

P.O. Box 2019
Nashua, NH 03060
Atm: Jennifer Deshaies

Facsimile: (603) 589-3359

Customer promises not to disclose the terms
and conditions of this Agreement to any third
party, except as required in the normal
conduct of Customer’s business, as required
by law, or as agreed to by CSC.

CSC will have the right to disclose publicly
through a news release the full name of the
Customer, the location of the Customer, and
the product/outsourcing service licensed by
the Customer without the Customer’s prior
approval. Any additional details of the
business agreement(s) between CSC and
Customer will not be publicized without the
Customer’s prior written approval.

This Agreement (i) constitutes a fully
integrated contract and states the entire
agreement between the parties and supersedes
arid merges any and all prior discussions,
representations, demonstrations, negotiations,
correspondence, writings and other
agreements and states the entire understanding
and agreement upon which CSC and
Customer rely respecting the subject matter of
this Agreement; (ii) may be amended or
modified only in a writing agreed to and
signed by the authorized representatives of the

City of Nashua MLA 062402 STE final
RISKMASTER — Stéve Evers

10.5

10.6

roe
cD
mJ

10,8

parties; and (iii) shall be deemed to have been
entered into and executed in the State of New
Hampshire and shall be construed, performed
and enforced in all respects in accordance
with the laws of that State except for CSC’s
confidential information and trade secrets
which shall be construed, performed and
enforced in all respects in accordance with the
laws of the State of South Carolina. Any
litigation which arises under this Agreement
shall be brought in the appropriate court
located in the State of New Hampshire.
Notwithstanding any acknowledgment by
CSC of a purchase order submitted by
Cusiomer, any condition or provision in any
such purchase order or other memorandum of
Customer which is in any way inconsistent
with, or which adds to the provisions of this
Agreement, is null and void.

Neither CSC nor Customer will knowingly (i)
attempt to induce an employee of the other to
terminate his or her employment or (ii) offer
employment to a former employee of the other
during the six (6) month period immediately
following the former employee's termination.
For purposes of this paragraph, "employee"
shall mean only the personnel of either party
who are substantially involved in the
development, marketing, servicing,
distribution or use of a Systern.

Neither party hereto shall be deemed to have
waived any rights or remedies hereunder
unless such waiver is in writing and signed by
the authorized representative of the party. No
delay or omission by either party hereto in
exercising any right shall operate as a waiver
of such right. A waiver of a right on any one
occasion shall not be construed as a waiver of
such right on any future occasion. All rights
and remedies hereunder shall be cumulative
and may be exercised singularly or
concurrently.

The descriptive headings of this Agreement
are intended for reference only and shall not
affect the construction or interpretation of the
Agreement.

If any provision of this Agreement or the
application thereof to any party or
circumstances shall, to any extent, now or
hereafter be or become invalid or
unenforceable, the remainder of this
Apreement shall not be affected thereby and
every other provision of this Agreement shall

07/02/02 TUE LLib& FAX Mt ee PED. PLN |

10.9

be valid and enforceable to the fullest extent
Permitted by law.

Customer acknowledges that CSC tay asnign
this Agresment to ifs patent company or shy
affiliate, Additionally, Customer
acknowledges dux CSC may use resources
from an affliated companyties) in performing
its obligations hereunder.

10.10 Customer suthoriwas CSC to wtilize ell

Customer dete in industry performance sad
bench marking studies, CSC will not identify
the supplying organizations as 2 part of this
data prodess.

CBC apd Customer certify by their widlersigned
suthorized representatives thei they have read this
Agreement and agree to be bound by its terms and
conditions.

a asefA © Jerse]
{Name}

EXxet vP
(Tithe)
8 7/%/02.
(Execution Date}
Customer
City of Nashua

(ia non-black ink, please)

cdenattee L.. Deshaces
{Name}

fits & Mage 5 CTP wt 2 Dasealsd
(Tif

cciutiog Date}

Clery of Nashua MLA 062403 STH final

RISKMA,

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MASTER SERVICES AGREEMENT

This Master Services Agreement No, 01-STE-0106 (“Agreement”) is deemed effective June 28, 2002, and is made between
Computer Sciencés Corporation (“CSC”) a Nevada corporation with offices at 38705 Seven Mile Road, Suite 450, Livonia,
Michigan 48152-1056, and City of Nashua (“Customer”), a corporation having its principal place of business at 229 Main
Street, P.O. Box 2019, Nashua, NH 03060 in accordance with the following terms and conditions:

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1.2

1.3

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2.2

3.2

3.3

DEFINITIONS: The following words and phrases
shall have the following meanings in this Agreement:

The definitions set forth in Section 1 of the Master
License Agreement entered into by the parties hereta
and dated effective Jume 28, 2002 ("Master License
Agreement”), are incorporated herein by reference as if
fully stated herein,

Services means installation, training, consulting,
project management, data conversion and custom
programming ptovided by CSC, but excludes
Maintenance services.

Work Order means a document so named which by its
terms is part of and incorporated by reference into this
Agreement, Each Work Order will designate any
Services (excluding Maintenance Services) that will be
delivered by CSC to Customer under this Agreement.
This Agreement is not complete without at least one
Schedule of Charges.

SERVICES:

CSC agrees to perform for Customer the services listed
in one or more “Work Orders” executed by the parties
(‘Services”), which Work Orders are incorporated into
and form a part of this Agreement.

After receipt by CSC of a request which adds to the
Services, CSC may, at its discretion, take reasonable
action and expend reasonable amounts of money based
on Customer's request pursuant to the terms of this
Agreement.

CHARGES FOR SERVICES:

Customer shall pay CSC for the Services according to
aschedule contained in the applicable Work Order or,
if no schedule is provided, as Services are performed
and invoiced for by CSC.

Customer shall pay CSC for all pre-approved
reasonable expenses incwred by CSC in the
performance of Services including, but not necessarily
limited to, any applicable data center charges, travel
(including two (2) hours travel time for cach trip to
and from Customer’s location), living and
out-of-pocket expenses of CSC employees incurred
pursuant to this Agreement. All travel by CSC
personnel shall comply with CSC ‘'s then current
standard client billing policy, a copy of which shall be
provided to Customer upon Customer's request.

All amounts due CSC are stated and payable in United

States dollars. Custorner shall pay a late charge on any
amount which remains unpaid 30 days after its due

City of Nashua MSA 062402 STE final
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date.

Customer shall pay all taxes and tariffs assessed or
levied by any governmental entity that are now or may
become applicable to the Services rendered hereunder
or measured by payments made by Customer ta CSC
hereunder, or are required to be collected by CSC or
paid by CSC to tax authorities. Customer shall also
pay any interest or penalties on such tax, provided,
however, Customer stiall not be responsible for any
interest or penalties resulting from CSC’s failure to
forward tax funds received from Customer to the
applicable tax authority. This includes, but is not
limited to, sales, use, excise, gross receipt and personal
property taxes, or any other form of tax based on
Services performed, equipment used by CSC solely to
perform Services for Customer, and the
communication or storage of data, but does not include
taxes based upon CSC 's net income.

ON-SITE SUPPORT:

Customer shall at no charge supply on-site CSC employees
with suitable work and storage facilities and reasonable
telephone, secretarial and general office resources and
supplies.

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3.2

PROPRIETARY PROTECTIONS:

Customer agrees that all materials and related ideas,
including, but not limited to, customizations,
modifications, and training materials (“Materials”)
developed by CSC pursuant to this Agreement,
regardless of whether developed in conjunction with
use of System by Customer, or jointly by Customer
and CSC, including, but not limited to Materials which
may be developed for Customer through the
reimbursed or unreimbursed efforts of CSC 's
employces or its agents, shall be the exchisive property
of CSC and shall in no event be considered a “work for
hire.”. CSC agrees that Customer shall have a license
to use all Materials in Customer's own operations
according to all of the terms and conditions of the
Master License Agreement for the System for which
the Materials were developed for so long .as Customer
maintains a license to use such System.

Customer acknowledges that all Materials which are or
may be developed pursuant to this Agreement are and
shall be trade secrets and confidential proprietary
products of CSC, Upon request by CSC, Customer
shall execute all documents necessary and otherwise
cooperate with CSC to assign any and all rights in and
to Materials to CSC, including any patents and

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6.1

6.2

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copyrights thereto. Customer promises and agrees not
to disclose or otherwise make such Material available
to any persons other than employees of Customer
required to have such knowledge for normal use of the
System and Customer agrees to obligate each
employee to a level of care sufficient to protect against
such disclosure. These obligations of Customer shall
survive the termination or expiration of this Agreement
and the Master License Agreement.

LIMITED WARRANTY:

CSC warrants to Customer that the Services, as and
when delivered or rendered hereunder, will conform to
the description set forth in the applicable Work Order.
CSC's sole liability under the foregoing warranty shall
be to provide conforming services pursuant to Section
6.2 hereof. THE ABOVE WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS, AND FITNESS
FOR A PARTICULAR PURPOSE,

Customer shall notify CSC in writing within thirty (30)
days after completion of the Services in question when
any of the Services fail to conform to the description
set forth in the applicable Work Order. Such
notification shall include the detailed information
necessary for CSC to verify such nonconformity.
Upon actual receipt of such notification and
verification of the nonconformity, CSC shall correct
the nonconformity se that the Services shall
substantially conform with the agreed description in
the applicable Work Order. Customer agrees to pay
CSC for all personnel time and expenses incurred in
investigating reported nonconformities when the
aileged nonconformities are not discovered. The
passage of the thirty (30) day period after completion
of the Services without the notification described
herein shall constitute final acceptance of the Services.

LIMITATION OF LIABILITY:

CSC'S LIABILITY ON ANY CLAIM, LOSS OR
LIABILITY ARISING OUT OF, OR
CONNECTED WITH THIS AGREEMENT, THE
SERVICES OR USE OF THE PRODUCT OF
ANY SERVICES FURNISHED HEREUNDER,
SHALL IN ALL, CASES BE LIMITED SOLELY
TO CORRECTION OF NONCONFORMITIES
WHICH DO NOT SUBSTANTIALLY CONFORM
WITH THE AGREED DESCRIPTION OF
SERVICES IN A WORK ORDER.

IF FOR ANY REASON CSC IS UNABLE OR
FAILS TO CORRECT NONCONFORMITIES AS
PROVIDED, CSC'S LIABILITY FOR DAMAGES
ARISING OUT OF ANY WORK ORDER FOR
SUCH FAILURE, WHETHER IN CONTRACT
OR TORT (NCLUDING NEGLIGENCE), LAW
OR EQUITY, SHALL NOT EXCEED THE

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AMOUNTS PAID BY CUSTOMER FOR THAT
PORTION OF THE SERVICES WHICH FAIL
TO CONFORM.

EVEN IF A PARTY’S EXCLUSIVE REMEDIES
FAIL OF THEIR ESSENTIAL PURPOSES,
NEITHER PARTY SHALL EVER BE LIABLE
UNDER THIS AGREEMENT TO THE OTHER
PARTY FOR LOST PROFITS, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES IN ANY NATURE THEREOF, AND
WHETHER OR NOT THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN DISCLOSED TO A
PARTY IN ADVANCE OR COULD HAVE BEEN
REASONABLY FORESEEN BY A PARTY, OR
FOR ANY CLAIM OR DAMAGE ASSERTED BY
ANY THIRD PARTY. THE PRECEDING
LIMITATION ON CONSEQUENTIAL,
INCIDENTAL AND SPECIAL DAMAGES,
SHALL NOT BE CONSTRUED AS A
LIMITATION ON EITHER PARTY’S
LIABILITY FOR DAMAGES ARISING OUT OF
A BREACH OF THE OTHER PARTY’S
OBLIGATION TO PROTECT A PARTY’S
CONFIDENTIAL INFORMATION AND TRADE
SECRETS.

FORCE MAJEURE:

CSC shall not be liable or deemed to be in default for any
delay or failure in performance under this Agreement or
interruption of service resulting, directly or indirectly, from
acts of God, civil or military authority, labor disputes,

shortages

of suitable parts, materials, labor or

transportation, or any similar cause beyond CSC’s
reasonable control.

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9.4

10.

11.

TERMINATION;

Hither party may at any time terminate a Work Order
for material breach by the other party which is not
cured within 30 days from the receipt by the party in
breach of a written notice from the other specifying the
breach in detail. In the event of such termination by
Customer, Customer shall promptly reimburse CSC for
all out-of-pocket expenses incurred by CSC asa result
of said Work Order, and in addition shall pay CSC for
all Services provided in accordance with the terms of
the Work Order prior to the date of termination.

CSC may immediately terminate any Work Order if
Customer's license to use a System identified in such
Work Order, or Customer’s right to receive
Maintenatice Enhancements and Services Available
(MESA) for such System, is terminated.
INDEPENDENT CONTRACTORS:

The parties hereto are independent contractors and
neither CSC nor CSC employees, affiliates and/or
subsidiaries are or shall be deemed to be employees of
Customer.

GENERAL: