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<br />8 <br /> <br />vas Software License, Service, a'Maintenance Agreement <br /> <br />EXHIBIT D <br />SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT <br />("MAINTENANCE AGREEMENT") <br /> <br />CITY OF SANTA ANA <br />20 Civic Center Plaza M-28 <br />SANTA ANA, CA 92701 <br />(714) 647- 5470 <br /> <br />hereafter referred to as "Client," and Valley Oak Systems, Inc., a California Corporation, located at: <br />3189 DANVILLE BLVD. SUITE # 255 <br />ALAMO, CA 94507 <br /> <br />hereafter referred to as "VOS" in consideration of the promises made herein and intending to be legally bound, <br />agree as follows: <br /> <br />1. <br /> <br />RECITALS <br /> <br />Client is the licensee of Software Products owned and developed by VOS and listed in Valley Oak Systems <br />Software License, Service, and Maintenance Agreement, Exhibit A, Software Product Licenses and Services Costs. <br />This Agreement establishes that VOS will provide maintenance and support services to Client under the terms and <br />conditions of this Agreement. <br /> <br />2. <br /> <br />MAINTENANCE AND SUPPORT SERVICE <br /> <br />a. <br /> <br />VOS agrees to provide the technical support services necessary to remedy any operational difficulties <br />attributable to the following software products in the VOS Portal Claims Management System for Windows: <br /> <br />1. Software Products identified in Valley Oak Systems Software License, Service, and Maintenance <br />Agreement, Exhibit A, Software Product Licenses and Services Costs. <br />ii. Software Product Enhancements identified in Valley Oak Systems Software License, Service, and <br />Maintenance Agreement, Exhibit C, Software Product Enhancements and Implementation Understanding. <br /> <br />b. <br /> <br />VOS agrees to provide unlimited phone support from 8:00 AM to 6:00 PM Pacific Time on weekdays except <br />Client holidays. <br /> <br />c. <br /> <br />VOS agrees to provide periodic product updates and upgrades to the products listed in 2a. Upgrades and <br />updates to the products shall include bug fixes, standard product enhancements, and State of California <br />jurisdiction Workers' Compensation and General Liability business rule updates. The frequency and timeliness <br />of the updates and upgrades shall be reasonably based on the seriousness of bugs / problems reported by Client <br />and the lead time required for compliance with State of California jurisdiction business rules. <br /> <br />3. <br /> <br />PROPRIETARY RIGHTS <br /> <br />Client acknowledges and agrees that corrected software and associated documentation remain the property of VOS <br />and constitute a trade secret ofVOS software. <br /> <br />4. <br /> <br />ACCESS TO DATA AND COMPUTER <br /> <br />Client, at its own expense may install and maintain a modem, remote access software, and telephone line for VOS' <br />use to assist in providing support services. VOS shall coordinate with Client to be granted access to provide <br />technical support services. <br /> <br />16 <br />