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COMPANY AGREEMENT <br /> TERMS AND CONDITIONS <br /> 1. General Terms. The following terms set forth in this Section 1 apply to each of the Software <br /> License Agreement (Section 2), Professional Services Agreement (Section 3), Annual <br /> Maintenance Agreement (Section 4), Hardware and System Software Agreement (Section 5), <br /> Annual Hardware Maintenance Agreement(Section 6), Third Party Product Agreement (Section <br /> 7),and RMA Policy(Section 8)as if fully set forth therein. <br /> 1.1 General Payment Terms. See page D of the Investment Summary. <br /> 1.2 Invoicing. The COMPANY shall invoice the CLIENT in accordance with Section I.I. In the <br /> event of any disputed invoice, CLIENT shall provide written notice of such disputed invoice to <br /> Attention: COMPANY Controller at the address listed on the cover of this Agreement. Such <br /> written notice shall be provided to COMPANY within fifteen(15)days.An additional fifteen(15) <br /> days is allowed for the CLIENT to provide written clarification and details for the disputed <br /> invoice. COMPANY shall provide a written response to CLIENT that shall include either a <br /> justification of the invoice or an explanation of an adjustment to the invoice and an action plan <br /> that will outline the reasonable steps needed to be taken by COMPANY and CLIENT to resolve <br /> any issues presented in CLIENT's notification to COMPANY.CLIENT may withhold payment of <br /> only the amount actually in dispute until COMPANY provides the required written response, and <br /> full payment shall be remitted to COMPANY upon COMPANY's completion of all material <br /> action steps required to remedy the disputed matter. Notwithstanding the foregoing sentence, if <br /> COMPANY is unable to complete all material action steps required to remedy the disputed matter <br /> because CLIENT has not completed the action steps required of them, CLIENT shall remit full <br /> payment of the invoice. Any invoice not disputed as described above shall be deemed accepted by <br /> the CLIENT. If payment of any invoice that is not disputed as described above is not made within <br /> sixty (60) calendar days, COMPANY reserves the right to suspend delivery of all services under <br /> this Agreement. <br /> 13 Cooperative Nature of Implementations. CLIENT acknowledges that the implementation of the <br /> products identified on the investment Summary and as set forth in this Agreement in Section 4.9, <br /> is a cooperative process requiring the time and resources of CLIENT personnel. CLIENT shall, <br /> and shall cause CLIENT personnel to, use all reasonable efforts to cooperate with and assist the <br /> COMPANY as may be reasonably required to timely implement the systems. The COMPANY <br /> shall not be liable for failures to timely and effectively implement the systems when such failure is <br /> due to Force Majeure(as identified within)or to the failure by CLIENT personnel to provide such <br /> cooperation and assistance(either through action or omission). <br /> 1.4 No Intended Third Party Beneficiaries.This Agreement is entered into solely for the benefit of <br /> COMPANY and CLIENT.No third party shall be deemed a beneficiary of this Agreement,and no <br /> third party shall have the right to make any claim or assert any right under this Agreement. <br /> 1.5 Governing Law.This Agreement shall be governed by and construed in accordance with the <br /> laws of CLIENT's state of domicile. <br /> 1.6 Entire Agreement. <br /> (a) This Agreement, including the functional description of the software products found in <br /> COMPANY's written proposal and/or RFP Response to CLIENT, represents the entire <br /> agreement of CLIENT and COMPANY with respect to the items listed within the Investment <br /> Summary and supersedes any prior agreements, understandings and representations, whether <br /> written,oral,expressed,implied,or statutory. CLIENT hereby acknowledges that in entering <br /> into this Agreement it did not rely on any representations or warranties other than those <br /> explicitly set forth in this Agreement and the functional description of the software products <br /> found in COMPANY's written proposal and/or RFP Response to CLIENT. <br /> (b) If any term or provision of this Agreement or the application thereof to any person or <br /> circumstance shall, to any extent, be invalid or unenforceable, the remainder of this <br /> Agreement or the application of such term or provision to persons or circumstances other than <br /> those as to which it is held invalid or unenforceable shall not be affected thereby, and each <br /> term and provision of this Agreement shall be valid and enforced to the fullest extent <br /> permitted by law. <br /> 1 <br />