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BRASCO INTERNATIONAL, INC. sas

Brasco International, inc. (“Brasco”) Standard Terms and Conditions of Sale

The Brasco Intemational, inc. Standard Terms and Conditions of Sale (“Terms and Conditions”) are incorporated herein by reference and form part of this agreernent. This quotation
shall be valid for 30 days unless otherwise withdrawn by Brasco prior to Purchaser accepting. Purchaser's issuance of either a purchase order or an acceptance shall constitute an
acceptance of the Brasco Terms and Conditions. Acceptance shall be in writing. Any additional terms or modifications to the Brasco Terms and Conditions proposed by Purchaser,
whether in a purchaser order or otherwise, are expressly rejected by Brasco and not part of the agreement between Brasco and Purchaser. The agreement between Brasco and the
Purchaser shall be referred to herein and in the Brasco Terms and Conditions as the “Contract”, This quote constitutes an offer to sell products and services on terms expressed herein
and shall be construed as inviting acceptance from the Purchaser.

Terms of Payment. Notwithstanding anything contained herein, payment shall be due in accordance with the terms of Brasco's Acknowledgment ("Acknowledgment’), which will be
generated upon receipt by Brasco of the Purchaser's signature on the Quote or receipt by Brasco of the Purchaser's signature on the Acknowledgment. An invoice will be generated by
Brasco pursuant fo the terms of payment under the Contract once Brasco has completed the Order, and the due date for the payment of balance due under the Contract shall be on the
invoice.

Warranties. Components not manuiactured by Brasco shall be covered by their relevant manufacturer's warranty only. Brasco Products must be installed in accordance with Brasco’s
installation instructions. The workmanship, design and machined components on the Products are warranted to conform to the applicable specifications and to be free from defects in
workmanship and materials for the relevant period listed in Fig. 1. All warranties begin from the date of delivery (DOD). Brasco will transfer ownership and good title to the Products
free and clear of liens and rights of third parties. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL
IMPLIED WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

FIG. 1: STANDARD PRODUCT WARRANTIES FROM DATE OF DELIVRY

General Product Workmanship 1 Year

Powder Coat Finish 2 Years for Aluminum Products, 1 Year for Steel Products
Solar Panels 2 Years Per Manufacturer's Warranty

Solar Lighting Mounting Hardware 7 Year

LED Light Fixture & Engine 3 Years
Wire Hamesses and Connectors 3 Years
Solar Charge Controller 3 Years
Solar Batteries 3 Year Proration (0-12 months: 100%, 13-24 months: 50%, 25-36 months: 25% refunded / applied). Sealed lead acid batteries will self-discharge

in storage. Batteries should be stored indoors at a recommended 68 degrees Fahrenheit for max. shelf life. Balteries should be installed no later
than 3 months of delivery or battery warranties will be void.

Limited Remedies. Any warranty claims by Purchaser shall be communicated to Brasco in writing. Failure by Purchaser to give written notice of claim within the stated warranty
period shall be deemed an absolute and unconditional waiver of Purchaser's warranty claim. Purchaser's sole and exclusive remedy for a valid warranty claim is either repair or re-
placement of the Products or a full refund of the price paid by Purchaser for the Products (which remedy shall be selected by Brasco). The remedy does not include the cost of installa-
tion, removal, dismantling, or reinstallation and is limited to replacement parts. Shipping and handling fees are not included uncer warranty terms and are the responsibility of the Pur-
chaser. Purchaser will provice Brasco with access to all available warranty data and the Products. Purchaser will also provide Brasco with an opportunity to participate in root cause
analysis performed by Purchaser conceming the Products. Brasco shall have ne liability to the extent Products are or have been: (a) modified by Purchaser or a third party; (b} modified
by Brasco at Purchaser's request; (c) made to specifications not provided by Brasco; (d) used or installed in a way not known to Brasco or operated under conditions not known to
Brasco; or (e) subject fo misuse, abuse or improper storage, installation or maintenance.

Payment Late Charges, Certain Remedies and Recovery of Expenses. Except as otherwise provided in the Acknowledgment, all payments are due thirty (30) days from the date
of Brasco's invoice and shall be paid in United States currency. Purchaser shall pay a charge equal tc the lesser of (i) the highest rate allowable by law or (i) 1.5% per month (18% per
annum) of the unpaid balance with respect to any late payments. in addition, Purchaser shall pay all cosis and expenses incurred by Brasco, including actual attorney's fees, which
were incurred in connection with enforcing the Contract and/or collecting any past due payments. Brasco shalt have the right of setoff, the right to terminate the Contract and/or the right
to suspend further deliveries under the Contract and/or other agreements with Purchaser, the right to recover damages in addition to any other remedies available to Brasco as a matter
of law, in the event Purchaser fails to make any payment when due. Brasco may require full or partial payment in advance of shipment if, in Brasco's opinion, the credit or financial
condition of Purchaser is, or is about to become, impaired. If Purchaser requests delayed shipment, Brasco may bill for Products when ready for shipment and charge reasonable daily
storage fees. Purchaser shall not have any right of setoff against Brasco. The remedies available to Brasco for Purchaser's breach are intended to be as flexible as permissible and
cumulative to the fullest extent permissible and no choice of any one or more remedies is intended to constitute an election of remedies which would limit the ability to assert other
remedies.

© 2018 Brasco Inierational, Inc. All Rights Reserved

BRASCO INTERNATIONAL, INC.

Brasco international, Inc. (“Brasco”) Standard Terms and Conditions of Sale

Limitation of Liability:

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR BREACH OF OBLIGATIONS OF CONFIDENTIALITY OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,
OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THE OBLIGATIONS UNDER THIS CONTRACT. THE TERM “CONSEQUENTIAL DAMAGES”
SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL. NEITHER PARTY MAY BRING
ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF TRANSACTIONS UNDER THE CONTRACT, MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS
ACCRUED. EXCEPT FOR PERSONAL INJURY OR DEATH DUE TO BRASCO’S MISCONDUCT, the parties agree that the total damages that can be awarded in any claim by PUR-
CHASER relating to BRASCO's obligations under this CONTRACT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE), shail not exceed the combined total of amounts paid
by PURCHASER to BRASCO under the CONTRACT. THE PARTIES EXPRESSLY AGREE THAT THE ABOVE LIMITATIONS ON LIABILITY PROVISIONS SHALL REMAIN IN FULL
FORCE AND EFFECT EVEN IF IT Is FOUND THAT PURCHASER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Cancellation. A. Purchaser may cancel an order for “Convenience” via written notice to Brasco within 5 business days from the date of receipt by Brasco of the Purchaser's signature
on the Quote or receipt by Brasco of the Purchaser's signature on the Acknowledgment and no cancellation fee shall be due Brasco. Cancellations of orders for reasons other than for
Convenience as referred to above must be in writing and agreed to in advance by Brasco. Such cancellations are subject to a cancelation charge equal to the greater of the actual
costs incurred by Brasco during the performance period or a 50% cancellation fee.

Shipping and Delivery. Brasco shail not be liable for delays or failure in performance when caused by circumstances beyond Brasco’s reasonable control. if Purchaser does not
provide shipping and routing instructions, Brasco shall be the sole judge of the best method of routing shipment. All sales of Products are F.O.B. Brasco’s plant. Risk of loss of the
Products shail transfer to Purchaser upon delivery of the Products to the common carrier.

Modifications and Delays. Brasco reserves the right to modify or change portions of this Contract should any assumptions specified be determined to be incorrect, or if new/additional
information relative to this Contract become available.

Termination by Brasco. |n addition to any other rights to terminate the Contract or suspend performance under the Contract,(A} Brasco may, upon written notice to Purchaser immedi-
ately terminate all or any part of the Contract or suspend performance under the Contract, without any liability to the Purchaser and without waiving its right to damages, (a) if Purchaser
()) repudiates, breaches, or threatens to breach any of the terms of the Contract, (ii) fails to accept or threatens not to accept Products in accordance with the Contract, (iil) fails to make
timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of Purchaser; (B) Purchaser shall purchase and pay Brasco immediately for all unique raw materials,
work in process and finished goods under the Contract; (C) Purchaser shall reimburse Brasco for all preparation and other expenses incurred by Brasco and/or its subcontractors in
connection with the Contract ad for all other losses and cosis arising from the termination.

Lead Times. Lead time is the window of time necessary to complete an order, after the approvais process is complete. The approvals process includes satisfying Brasco's credit terms
and written approval of Brasco’s preliminary engineering drawings. Once all approvals are complete, the lead time begins, wherein detailed engineering paperwork is completed,
stamped caiculations are ordered, material is purchased, and the order is fabricated. For orders that endure a lengthy approvais process, lead times may shift between the time the
order was placed and approved. Additionally, third party lead times and availability can directly impact Brasco’s lead fimes, therefore Brasco shall not be liable for any damages (actual
or liquidated) caused by acts outside of its control that arise from third party suppliers.

Change Orders. Design, material, finish and quantity changes by the Purchaser to an order after preliminary engineering approval drawings are provided by Brasco are subject to a
Change Order fee. Fees include a minimum administrative fee of $105.00, with relevant material cost and additional labor fees applied.

Purchaser Approvals. In accordance with the terms of this Contract, Purchaser agrees to timely execute and return to Brasco an approval of each set of drawings provided to Purchas-
er by Brasco including, but not limited to, Preliminary Elevation Drawings and Detailed Engineering Drawings. Failure by the Purchaser to timely execute and return fo Brasco an ap-
proval of drawings provided by Brasco negatively effects lead time of the order and if same occurs, Brasco in ifs sole discretion shall have the unilateral right to increase the lead time to
complete and deliver the order to the Purchaser or terminate the Coniract.

Rejections and Returns. Purchaser will be deemed fo have inspected and accepted all delivered Products unless written netice of rejection specifying the basis therefore in reasona-
ble detail, is provided to Brasco within 10 days after delivery. Purchaser may not return Products that are not timely rejected without Brasco’s prior written approval.

Taxes. A 6% Sales iax will be billed to Michigan businesses, entities and municipalities as applicable under Michigan State law. If your business is tax exempt, please provide a Sales
Tax-Exempt Certificate. Sales tax will not be billed to businesses, entities and municipalities outside the jurisdiction of the State of Michigan and is the sole responsibility of said entity to
pay within its respective jurisdiction where applicable.

Governing Law, Jurisdiction and Venue. The Contract shail be governed by and construed in accordance with the laws of the State of Michigan without reference fo the choice of
law principles thereof. Each party irrevocably submits to the jurisdiction of the Courts of the State of Michigan and the United States District Court for the Eastem District of Michigan
and hereby waives, fo the fullest extent it may effectively do so, the defense of an inconvenient forum fo the maintenance of such action or proceeding.

Severability. If any provision of this Agreement is or becomes illegal, void or invalid, that shall not affect the legality and validity of the other provisions.

© 2018 Brasco Intemational, Inc. All Rights Reserved

THE CITY OF NASHUA “the Gate City"

Financial Services

Purchasing Department

September 27, 2018
Memo #19-072

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: PURCHASE OF CLERK WORKS SOFTWARE FOR CITY CLERK (VALUE: $11,175)
DEPARTMENT: 122 INFORMATION TECHNOLOGY; FUND: BONDS

Please see the attached communication from Bruce Codagnone, CIO/IT Division Director, dated September 12,
2018 for information related to this contract.

Pursuant to § 5-92 Information Technology Division participation in purchasing process. For major purchases and
contracts solicited in Accordance with § 5-78 which include computers or communications equipment or related
software, including but not limited to workstations, servers, surveillance equipment and wired and wireless
transmission equipment, the Information Technology Division shall participate in the purchasing process, providing
advice, input and recommendations, which are so noted on the attached memo from Bruce Codagnone.

The CIO/IT Division Director and the Purchasing Department recommends the award of this contract in the amount
of $11,175 to Interware Development of Amherst, NH.

Respectfully, >

“af
oc é ey OE een

- oan Kooken
Purchasing Manager

Ce: B.Codagnone J. Graziano

229 Main Street « Nashua, New Hampshire 03061 ® Phone (603) 589-3330 e Fax (603) 589-3233

) THE CITY OF NASHUA “the Cate City’

Information Technology Division

September 12, 2018

TO: MAYOR Donchess
FINANCE COMMITTEE

SUBJECT: Clerk Works Software

The City Clerk’s dog Registration/Licensing utility currently resides on a legacy application that has reached end of life. This
system is in critical need of retirement.

Clerk Works Software by Interware Development will replace all functionality relating to dog licensing and renewals
including the management of Citizen’s online renewal submissions via our City website. Additionally, this software provides

a method of payment and tracking of vital records.

The application cost is $11,175.00. Funding is available through the NGIN Bond.

Respectfully,

Bruce Codagnone
CIO/IT Division Director

Ce: J. Griffin

D. Kooken

229 Main Street ¢ Nashua, New Hampshire 03060 » Phone (603) 589-3300 « Fax (603) 594-3434

PO Box 6240

For billing inquiries dial 603-673-7155

Amherst, NH 03031

Owner Name:

Nashua, City of

Attn: Accounts Payable/Ann Surwell

229 Main Street
Nashua, NH 03060

Bruce Codagonone

Bill to

No: 9495

Date: 9/11/2018
Due Date: 9/11/2018
Page: 1

PO Number:
Terms: 50% /50%

Nashua, City of

Attn: Accounts Payable/Ann Surwell

229 Main Street

Nashua

Bruce Codagonone

03060

433

270

233

275

434

275

480

ClerkWorks Dogs-Nashua
ClerkWorks User License
ClerkWorks DOG Support
ClerkWorks Installation
ClerkWorks Training

Clerk Works Dog Data Conv

Advantage Sales

Nashua

10/18/2018 10/17/2019
10/18/2018 10/17/2019
Nashua Dog licensing
6 users 12 hours
Nashua

Nashua 10 user

Special Instructions

The Advantage Database server for 10 users provided at no charge to the City.

50% due with signed contract ($5,587.50)

50% due upon installation ($5,587.50)

1.00

9.00

1.00

1.00

1.00

1.00

1.00

4,500.00
295.00
1,250.00
600.00
1,370.00
800.00

0.00

Sub Total

Balance Due

4,500.00
2,655.00
1,250.00
600.00
1,370.00
800.00

0.00

$11,175.00

$11,175.00

Table of Contents

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Page 2 of 24

Professional Service Agreement

This Agreement (the “Agreernent’) dated as of this day of September 2018 (ine “Effective Date’) is made
and entered into by and between Intenware Development Company, inc,™ (hereinafter referred to ag “IDC") a
corporation with an address at 199 Route 101; Building 7A; POB 6240 Amherst, NH 03031. and The City of
Nashua located at 229 Main Street, Nashua, NH 03060 (hereinafter referred to as “Client’).

The maximum number of users under this contract shall be 10. Additional user ficanses may be purchased at any.
time at the then prevailing License fee plus a pro-rated amount for annual user license support. [DC hereby grants
to Client the rights to use of the CLERK WORKS® software as defined, on either a single computer or in the case
of a Network insiallation, on@ single server.

SCOPE OF SERVICE

IDC will provide professional services ordered by the Client under the terms and condilians of this Agreement and

as more fully described in the Professional Services Proposal (the “Proposal’) attached hereto as Appendix A,
and made a part hereof. Scheduled service dates will be agreed-upon mutually, subject to the availability of
appropriate IDC personnel. Client shall be responsible for providing, if required, at no cost to (DC, facilities such
as office work space and computer access necessary for IDC personnel to perforrn their tasks.

CHANGE ORDERS

In addition IDC will provide the services described on any charige orders, in the form set forth in appendix C
(‘Change Orders’), prepared by IDC and approved by Client from time to time, Each Change Order will be subject
to the terms and conditions of this Agreement and will identify the project name, description of work, estirnated
duration and estimated cosi to cornplete the task. Client, upon iis acceptance, shall execute the Change. Order
and return one copy to IDC.

ACCEPTANCE

Upon completion of the installation of CLERKWORKS®@ the Client will be presented with an Acceptance Form for
their signature prior to the installation technician departure from the Client's site. Deficiencies may be documenied
at this time or at any later time and will be corrected within a reasonable time not exceeding thirty (30) days ina
subsequent release.

PERSONNEL

Persorinal assigned to perform work under this Agreement shall not in-any sense be considered employees of
Client nor act in any sense as agents or representatives of Client. Personnel assigned to perform work under this
Agreement shall be paid exclusively by IDC for all services performed and IDC shall be responsible for and comply
with all requirernents and obligations relating to such persorinel under local, state, and federal law. Client has no
responsibility for withholding any porlidn.of salary or wages due IDC personnel to comply with any aforementioned
laws,

Page 3 of 24

5. CHARGES

All charges for services provided by IDC related to this Agreement other than charges for Change Orders, which
are set forth in Appandix C are shown in the Fee Schedule attached hereto as Appendix A (the “Professional
Services Proposal’). Any changes to the Fee Schedule must be in writing and mutually approved by IDC and
Client.

6. GENERAL TERMS AND CONDITIONS

8.14 Billing Terms - Billings will be rendered based on a Schedule af Payment shown in Appendix A. Client promises:
to pay IDC all properly invoiced amounts on the due. date specified. Other section of this. Agreement
notwithstanding, IDG reserves the right-to discontinue services to Client in the event of nonpayment for services on
the part of Client. Further, IOC reserves the right to assess on all past due amounts a late payment fee of one and:
one-half pércent (1-1/2%) per month. Client agrees to reimburse |DC for reasonable collection expenses on
delinquent accounts:

6.2 Applicable Charges ~ Client. agrees ‘to pay IDC: (i) the charges specified in Appendix A; (ii) Charges for all
Change Orders in Appendix C:; (iil) fees for all telecommunications services (e.g, telephone and facsimile) required
for the provision of ‘the services. hereunder, including telephone calls to and from [DC and other calls. in
furtherance of the services provided hereunder.

6.3 Termination + Upon a 30 day written notice either party can terminate this agreement. This would be a complete
termination, allowing Client to contract with. whomever it chooses to provide similar services without possibility of
reprisal from IDC.

6.4 Disclaimer - 1OC warrants that CLERKWORKS®@ will perform substantially in accordance with the written material.
IDG: makes no other warranty: of any kind related to the products or.services provided, hereunder, express or
implied, including without iimitations warranties of merchantability or fitness for a particular purpose. IDC will
provide services under this Agreement in a professional manner consistent with industry standards,

6.5 Limitation of Liability - [DC's entire liability for damages for any cause. whatsoever, and regardless of the form of
action, shall be limited to the amounts paid by Client's to IDC under Section 6.2.

In no event shall IDC, its officers, agents and or employees, be liable under or in connection with this Agreement
under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, special, incidental
or consequential damages.

6.6 Confidentiality - DC will treat as confidential: information so designated in writing by the Client, (the “Confidential
Information’) and will make the same effort to safeguard such information as it does in protecting its own
proprietary data. This provisions shall not apply to any Confidential Information which (a) is a ready known to IDC
when received, (b) is or becomes publicly known through publication or otherwise and through no wrongful act of
IDG, (c) is received from a third party without similar restriction and without breach of this Agreement, (d) is
disclosed by third party without similar restriction. Client. will treat as confidential, information so designated in
writing by the IDC, (the “Confidential Information’) and will make the same effort to safeguard such information as
it does in protecting its own. proprietary data. This provision shall not apply te any Confidential Information which
(a) is already known to Client when received, (b) is or becomes publicly known through publication or otherwise
and through no wrongful act of Client, (c) is received from a third party without similar restriction and without
breach of this Agreement, (d) is disclosed by third party without similar restriction.

Page 4 of 24

6.7 Ownership - IDC shall retain: all rights in all materials developed by IDC and any inventions, creations and
improvements whether or not patentable or copyrightable, conceived or made in connection with the performance
of its obligations hereunder, even if modifications or enhancements are paid for by the Client: Any and all software
or other intellectual property required to be delivered to Client hereunder shall be subject to IDC Standard License
Agreement a copy of which is attached hereto. as Appendix D

6.8 Non-Solicitation - Client agrees not to knowingly solicit for employment, without the prior written consent of IDC
management, any employee or agent of the other party who performs work during the term of this Agreement and
for until two (2) years after said person has ceased performing any such work.

6.9 Assignment - This Agreement shall bind and inure to the benefit of the permitted successors and assigns of the
parties. IDC reserves the right te assign and/or subcontract services to qualified agents at 1DC's sole discretion.

6.10 Waiver - The failure of either party to. exercise any of lis rights or to enforce any of the provisions of ‘this
Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such party
thereafter to-enforce each and every provision of this Agreement.

§.11 Headings ~ The headings in this Agreement are for purposes of reference only and shall not limit or affect any of
fhe terms hereof.

6.12 Statute of Limitations - No action, regardless of form, may be brought by either party more than two (2) years
after the cause of action has accrued, or in the case of any action for nonpayment, more than. two (2) years from
the date the last payrnent was due.

6.43 Relationship - Nothing contained in this Agreement shall be construed to imply a partnership, joint venture or
principal and agent. relationship between IDC and Cliént and neither party shall have any right, power or authority
to create any obligation, express or implied, on behalf of the other party.

6.14 Severability ~ if any provisions of this Agreement are invalid under any applicable statute or rule of law, then the
affected provision shall be curtailed and limited only to the extent necessary to bring said provision within legal
requirements and this Agreement as so modified shall continue in full-force and effect.

6.18 Notices - Any notices required or permitted to be made or given to either party hereto will be sufficiently made or
given on the date of mailing, via certified mail or overnight carrier, if sent to such party addressed to it at its
address set forth below, or to such other address as it shall designate by written notice fo the other party:

IDC: Intenwaré. Development Company, inc.
199 Route 101; Building 7A; POB 6240.
Amherst, NH 04031 Street
Atin: President

Client The City of Nashua.
229 Main Street
Nashua, NH 03060.
Patricia Piecuch, Clty Clerk

6.16 Hold Harmless - Each party (as. "Indernnitor’) shall hold harmless and indemnify the other party (as
“Indemnitee") from all damages to the other parly's tangible property and from all claims and liability for personal

Page & of 24

injuries, including death, to the extent caused by the negligence. or willful misconduct of their respective agents,
employees, or representatives. Indemnitee shall promptly ‘notify indernitor in writing of any such claim and shall
give indemnitor the right to defend and settle any such claim using counsel of Indemnitor's choice. In no event
shall an indernnitot hereunder be liable for any amounts payable in-settlement of any such claim. without such
indemnitor’s prior written consent. This Hold Harmless shall include all costs and expenses, including reasonable
attorneys’ fees.

Client shall hold JDC harmless and indemnify 1OC against any and all data losses or corruption, which may occur
during the operation of the soflware whether direct, indirect or consequential. it shall be the Client responsibility to
ensure adequale backups of data and o programs are Made as a safeguard. IDC shall provide assistance to Client
in the event of data loss or corruption ,

IDC agrees to defend, indemnify and hold harmless the Client from any and all debts, claims, causes of action,
demands and liability arising out of, o¢curring during the term of this agreement, and occasioned directly by the
IDC error of omission, negligence or fault, including any claim that is based on the assertion that the "Buyers" use
of the software products under this Agreement constitutes an infringement of any United States patent, copyright,
trade secret, trademark, or other property rights. In the event that the software products are ultimately held to. be
infringing by a court of competent jurisdiction, or at any time its use by the Client is enjoined, the JOC shail, at its

election: 1.) procure for the Client the right to continue to use the software products: or 2.) modify or replace ine
software products so that they become non-infringing or create some form of Immunity for the Client,

IDG-will at its own expense maintain and keep in force all insurance réquired by law for its ernployees, including
any-employees of subcontractor employed by the IDC, including disability, workers compensation meeting all
requirements of the state in which software is installed, unemployment and publi¢ liability insurance at least as
hereinafter set forth so as to protect it and the Client from claims for personal injury and property damage for the
entire pendency of the project.

& AT injunctive Relief Client acknowledges that the breach of any of its obii igations under Section 6.6 may be fi likely te
cause or threaten irreparable harm to IDC and, accordingly, Client agrees that in such event. 1OC shall be entitled
to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive
relief.

6.18 Appendices - The following attached appendices shall by this referance become an integral part of this
Agreement.

Appendix A = Professional Services Proposal
Appendiz 8 - Professional Services Detail -
Appendix C - Change Orders

Appendix D - License Agreement

Appendix E = Maintenance and Support Agreement

6.19 Force Majeure - Neither party shall be liable for any delay in or failure of performance due to any eatise or
condition beyond its reasonable control, whether foreseeable or not.

6.20 Entire Agreement - This Agreement and any attached appendices constitute the entire agreement between the
parties and shall supersede all. proposals or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement, including but not limited te, any Client
purchase order, This Agreement shall not be varied by any oral agreement or representation or by other than an
instrument in writing of subsequent date hereto, executed by both parties by their duly authorized representatives.
This Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of
New Hampshire. Any action at law or in equity. alleging any breach of this agreement or re lating to the work