R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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COMPANY AGREEMENT TERMS AND CONDITIONS for purchase of VPN client software license or configuration of CLIENT's firewall settings. If CLIENT will not allow access through GotoAssist, COMPANY cannot guarantee support standards will be met. (c) CLIENT must maintain an active e-mail address capable of receiving a 5 MB attachment. This e-mail account must be accessible from a PC connected to the server hosting the COMPANY software applications. (d) CLIENT must open firewall ports to enable access to COMPANY's FTP server for program updates via Live Update. (e)CLIENT is responsible for reading and complying with COMPANY's Systems Requirements. (f) CLIENT is responsible for ensuring that data and application backup processing is occurring, as well as, verifying the existence and accuracy of the data being backed up. For mission critical data,COMPANY highly recommends regularly scheduled off-site backup services,as well as,frequent local backups. 5. Hardware and System Software Agreement 5.1 Agreement to License or Sell Hardware. For the price set forth in the Investment Summary (Hardware&System Software),COMPANY agrees to license or sell and deliver to CLIENT,and CLIENT agrees to accept from COMPANY,the hardware and system software products set forth in the Investment Summary. 5.2 License of Hardware. Upon CLIENT's payment for the hardware listed in the Investment Summary, for the license fees set forth in the Investment Summary, COMPANY shall grant to CLIENT and CLIENT shall accept from COMPANY a non-exclusive,nontransferable,non-assignable license to the hardware and system software products and accompanying documentation and related materials for internal business purposes of CLIENT,subject to the conditions and limitations in this section. 53 Price and Costs. (a) CLIENT agrees to pay COMPANY and COMPANY agrees to accept from CLIENT as payment in full for the hardware and system software products the price set forth in the Investment Summary in accordance with the payment provisions set forth in Section 1.1. (b) Unless otherwise indicated in the Investment Summary,the price includes costs for shipment of and insurance while in transit for the hardware and system software products from the supplier's place of manufacture to CLIENT's site. 5A F.O.B.Point.Delivery of each hardware and system software product shall be F.O.B. CLIENT's site. 5.5 Schedule of Delivery. Delivery of each hardware and system software product shall take place according to mutually agreeable schedule, but COMPANY shall not be liable for failure to meet the agreed upon schedule if,and to the extent, said failure is due to causes beyond the control and without the fault of COMPANY. 5.6 CLIENT Delays. If any act or failure to act by the CLIENT delays COMPANY's performance, COMPANY shall be excused from performance for an amount of time commensurate with the delay caused by CLIENT. CLIENT acknowledges that its delay may excuse COMPANY from performance for an amount of time greater than the delay caused by CLIENT. Such delays by CLIENT that may cause COMPANY to delay performance include,but are not limited to,failure to have prepared any data in the form and format requested by COMPANY, on or before the date specified by COMPANY or to have verified such data for accuracy,submission of erroneous data to COMPANY or CLIENT's failure to have completely prepared the Hardware's installation site prior to the Hardware's actual delivery including,but not limited to,failure to have all electrical work and cable installation completed. 5.7 Installation and Verification. If itemized in the Investment Summary, the price includes installation of the hardware and system software products. Upon the completion of installation, CLIENT shall obtain from the installer a certification of completion, or similar document, which certification or similar document shall constitute CLIENT's acceptance of the hardware and 8