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Agreement No.01-STE0106

Computer Sciences Corporation

Work Order
March 23, 2016 — Quote Valid for 30 Days

Work Order No. 4

CUSTOMER and CSC certify by the signature of their authorized agent that they have read this Work Order and Agreement

and accept the terms and conditions.

CSC

Computer Sciences Corporation

By:

(Authorized Signature)
(in non-black ink, please)

(Name)

(Title)

(Execution Date)

RISKMASTER — Katherine Rhodes
INS- 164-353.A (MR)

CUSTOMER
City of Nashua

By:

(Authorized Signature)
(in non-black ink, please)

(Name)

(Title)

(Execution Date)

CSC Proprictary and Confidential—© 2015 Computer Sciences Corporation. All Rights Reserved

Computer Sciences Corporation

July 11, 2002

Jennifer L. Deshaies, Risk Manager Specialist
City of Nashua ,
229 Main Street
“ P.O. Box 2019
eet Nashua, NH 03060
Re: Riskmaster Contracts
Dear Ms. Deshaies:

We enclose a fully executed contract of the following documents:

Master License Agreement;

Master Services Agreement;

Schedule of Charges to Master License Agreement; and
Work Order for Schedule of Charges.

*# © @ #

If you should have any questions, please contact the undersigned at 856-833-3822. Thank
you for choosing Riskmaster.

Gabriel Dino Cieri
Counsel

GDC/nep
Enclosure

oa: Mary Jones
Mary Mirgon
Steve Evers

RECEIVEn JUL 1 6 209

Financial Services Group
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Computer Seloncey Corperction
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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
RISKMASTER — Steve Evers

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

WD iraramerrics Gmnel PMT PROPOSAL FOR THE CITY OF NASHUA
ar ARPA ADMINISTRATIVE SERVICES

based application, marketing materials, and program guidelines based on past guidance from the US Treasury. All these items are
compliant as-is and built to deliver smart, actionable policy and process in a way that expedites release of assistance. These items
are also totally customizable to meet the needs of the City of Nashua, pending your specifications.

Establish a Presence for the Program

To “bring the programs to the people" we will work with local community partners to serve as liaisons for the program. After our
success of managing and planning for the distribution of CRF funds for multiple Kansas counties, we understand the importance of
establishing partners and liaisons within the community. These community liaisons will be trained on program information, eligibility
criteria, and how to apply, so they can direct their clientele to apply via the program's web application, discussed later in these pages.
We will memorialize this training in iParametrics’ Learning Management System to ensure that it can be accessed any time by
participants or new liaisons.

The physical spaces already occupied by Cornmunity Partners can serve as pop-up
program centers and may be housed in existing community centers. non-profit offices, Each “go-bag” is equipped with:
places of worship, or other public buildings. Program centers will be staffed with bilingual
case managers trained in serving vulnerable populations to maximize applicant success
rates across all demographics,

Laptop or Tablet
High-Speed Mi-Fi

Portable Printer

Portable Scanner

Mobile intake centers, pop-up intake and outreach events, and case managers equipped Program support materials
with “go-bags” will be used to supplement brick-and-mortar centers to reach interested like flyers or brochures
applicants in remote areas, with mobility challenges, those who lack access to 7
technology, and other vulnerable populations.

PROGRAM DESIGN

A key focus of federal and state funding entities, as well as City of Nashua auditors, will be on adequately documented program
policy and procedures, Our team of multi-disciplinary professionals will rely on decades of experience to ensure your program Is
designed and implemented to deliver established initiatives as quickly as possible, with targeted efforts to meet the needs of low-
and moderate-income households and other vulnerable populations. Wellthought design and easy-to-follow procedures set the
stage for launching programs with expediency, which is essential for ongoing successful implementation of your program.

Setting clear expectations at all levels during the design phase paves the way for expeditious release of funding based on uniformly
understood requirements and goals. During program design we will work with City of Nashua officials to:

« Define requirements — Clearly defining program requirements including eligibility criteria. acceptable support documents,
priority categories, and award caps at the outset eliminates back-and-forth between the program and oversight staff and
encourages more complete application submissions as interested parties know exactly what to expect. We will outline clear
regulatory requirements and procedures from intake to closeout and gain consensus on how the program will be
implemented, A workflow with defined responsible parties and sub-processes will accompany program guidelines, so policy
reviewers at the City-level. audit and oversight staff, the State, and federal funders can clearly see how each policy translates
into an actionable, operational program,

PAGE 18

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.