VALLEY OAK SYSTEMS (AON) - 1999 (ORIGINAL)

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8 vas Software License, Service, aaaintenance Agreement 5. TERM AND TERMINATION a. This Maintenance Agreement shall commence 90 days after "Final Acceptance" as defined in the Valley Oak Systems Software License, Service, and Maintenance Agreement and remain in effect for a period of one year (365 days). Upon expiration, this Maintenance Agreement shall be automatically renewed each year for a period of one year (365 days), unless terminated by either party with written notice to the other party not less than 90 days prior to the current year's expiration. During such 90 day period, VOS shall continue the responsibilities and obligations pursuant to this Maintenance Agreement. b. This Maintenance Agreement may be terminated at any time after 60 days notice by VOS in the event of any failure on the part of Client to pay the maintenance fee provided for hereunder after an initial 30 days notice that the maintenance fee is delinquent. c. In the event of termination, a refund equal to the remaining prorated Maintenance Agreement price (i.e.: Maintenance Agreement price paid by Client divided by 12 times the number of remaining months) shall be paid to Client within 60 days. Because of the 90 day termination notice requirement, no refunds will be made if there is only 90 days or less remaining on the Maintenance Agreement period at the time of termination. d. Clients' remedy for VOS' breach of this Maintenance Agreement shall be a prorata refund of any portion of the advance maintenance fee which has not been used. Said refund will be calculated on a monthly basis. Total Maintenance Agreement price divided by 12 equals the monthly rate times the months remaining. Partial months will be calculated at the mathematical equivalent of a daily rate (monthly rate divided by 30 days). 6. FEES AND CHARGES The fee for the maintenance and support services provided for herein shall be $14,400.00, payable in advance of each one year period. The first year's fee shall be billable to Client 90 days after "Final Acceptance." It is hereby agreed that the renewal rate for this Maintenance Agreement shall either be the same as the current year's rate or at an increase not to exceed the United States Consumer Price Index (CPI). 7. COSTS NOT INCLUDED IN THIS AGREEMENT Services provided to Client outside of the scope of this Maintenance Agreement shall be billable to Client on a time and materials basis at the rate identified in the Valley Oak Systems Software License, Service, and Maintenance Agreement, Exhibit A, Software Product Licenses and Services Costs, or if after "Final Acceptance," at VOS' then current service and support rates. Client shall also pay any reasonable travel expenses incurred by VOS for delivering such services. 8. TAXES Client shall be responsible for all taxes, if any. Such taxes may include, but not be limited to, sales or use taxes, fees, or duties imposed by federal, state, local, or other governments or governmental entities on or with respect to the services rendered or property provided by VOS pursuant to this Maintenance Agreement. 9. DELAYS VOS shall not be liable for any delay in performance directly or indirectly resulting from acts of Client, its agents, employees, or subcontractors or causes beyond the control ofVOS. "Causes beyond the control ofVOS" include, but are not limited to: acts of God; acts of a public enemy; acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire; flood; epidemics; quarantine restrictions; strikes, civil commotion, or revolution; freight embargoes; or unusually severe weather conditions. 17