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<br />. VOS Software License, Service, aAaintenance Agreement <br /> <br />12. PRICING and PAYMENT TERMS <br /> <br />vas will deliver an invoice (bill) to Client for costs of Software Product and services specified in Exhibit A <br />(Software Product Licenses and Services Costs). Costs for Software Products and services specified in Exhibit A <br />are billable per the schedules specified, or ifnot specified, upon delivery. Payment terms are net forty-five (45) <br />days from receipt of invoice. Client will make a good faith effort to begin processing invoices for payment <br />immediately upon receipt. Billing should conform with generally accepted accounting principles. <br /> <br />13. GO LIVE and FINAL ACCEPTANCE <br /> <br />"Go Live" is the event in which Client begins to use the Software Product for production use to track and manage <br />claim data on a daily basis and no longer uses the current Comp2000 and RiskMaster systems. Prior to "Go Live", <br />vas will provide Client with a proposed Test Plan covering functional and other tests VOS feels are required to <br />"Go Live". As a condition to "Go Live", Client will perform with acceptable results functional and other <br />appropriate tests based on VOS' proposed Test Plan and Client's own criteria. <br /> <br />"Final Acceptance" is the event in which Client accepts and approves as being complete YaS' claims <br />administration solution, consisting collectively of the products and services identified in Exhibit A (Software <br />Product Licenses and Services Costs) and Exhibit C (Software Product Enhancements And Implementation <br />Understanding). Client shall sign a "Final Acceptance" Form indicating "Final Acceptance" when all of the <br />following conditions are met: <br /> <br />a. vas delivers to Client the Software Products and services identified in Exhibit A and Exhibit C with quality <br />that can be reasonably expected from a typical provider ofyaS' type of solutions; and <br />b. The entire system (as defined in Exhibits A and C) is operational in production use with no significant issues <br />for thirty (30) calendar days after "Go Live"; and <br />c. Software Product behaves in a manner consistent with VQS' documentation and with representations made to <br />Client by vas during the pre-sales process. <br /> <br />14. MISCELLANEOUS <br /> <br />a. This Agreement constitutes the entire Agreement between Client and VQS. <br />b. This Agreement shall be governed by the laws of the State of California. In the event legal action is required, <br />the venue for such action shall be Orange County, California. <br />c. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of <br />any other provision of this Agreement. <br />d. The parties hereby acknowledge that damages at law may be an inadequate remedy. Therefore, Client shall <br />have the right of specific performance, injunction or other equitable remedy in the event of a breach of this <br />Agreement by VOS. <br />e. vas covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would <br />conflict in any manner with the performance of services required hereunder. <br /> <br />Exhibit A, 3 of 39 <br />3 <br /> <br />~I <br />I <br />