VALLEY OAK SYSTEMS (AON) - 1999 (ORIGINAL)

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. vas Software License, Service, an8aintenance Agreement VOS at its own expense shall defend any action brought against Client to the extent that it is based on a claim that any Software Product used within the scope of the license hereunder infringes a patent or copyright, provided Client notifies VOS promptly in writing of the action (and all prior claims relating to such action) after Client becomes aware of same, and VOS has sole control of the defense and all negotiations for its settlement or compromise. In the event any Software Products become, or in the opinion of VOS are likely to become, the subject of a claim of infringement of a patent or copyright, VOS may at its option either secure the Client's right to continue using the Software Products, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to VOS, discontinue the Software Product upon three month's written notice. Should VOS discontinue use as described herein, Client shall be entitled to receive any and all software product costs identified in the Software Product Licenses and Costs section of Exhibit A, Software Product Licenses and Services Costs, paid to VOS up to such time. THE FOREGOING STATES THE ENTIRE LIABILITY OF VOS WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE SOFTWARE PRODUCTS OR ANY PARTS THEREOF. 7. WARRANTY VOS warrants that the Software Product will function as described in VOS' current published Software Product documentation for a period of five (5) years after "Final Acceptance." For the first ninety (90) days after "Final Acceptance," VOS shall provide maintenance and support services at no charge, and thereafter the provisions of Exhibit D (Software Maintenance and Support Agreement) shall take effect. This warranty provides specific legal rights, however more rights may be available under California law. 8. LIMITATION OF LIABILITY VOS' liability hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action, shall not exceed the charges paid by Client for the particular Software Product or services involved, except a claim for patent or copyright infringement as provided herein. 9. INSURANCE As long as this Agreement is in effect, VOS will carry a minimum of$I,OOO,OOO of liability insurance including auto liability, $1,000,000 of errors and omissions insurance and workers' compensation insurance. The Client, their officers, agents, employees and volunteers are to be added as Additional Insured( s) on the liability insurance and Client is to receive a copy of insurance company endorsement(s) proving that has occurred. All insurance policies will provide Client with thirty-days (30) advance notice of cancellation or material reduction in coverage via certificate( s) of insurance. 10. INDEMNITY VOS shall indemnify, defend and hold harmless Client from any claim, demand, liability, judgment or expense arising out of Client's good faith performance pursuant to this Agreement; provided however, that VOS shall not be obligated to indemnify and hold harmless Client to the extent that such claim, demand, liability, judgment or expense results from Client's negligence. 11. ASSIGNMENT The parties acknowledge and agree that the services provided by VOS under this Agreement are personal in nature and that the skill, credit and other personal quality of VOS is critical to Client in entering into this Agreement. The parties further agree and understand that the obligations of VOS under this Agreement are of a personal nature and would be essentially different from the services contemplated under this Agreement if assigned to any third party. For these reasons, the parties agree, to the extent permitted by law, that the rights and obligations ofVOS under this Agreement shall not be assigned without the prior written approval of Client. Client shall approve assignment of this Agreement, or any rights or obligations hereunder, only when Client, in its subjective view, concludes that the proposed assignee can perform to the same level of satisfaction as VOS. 2