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EXHIBIT "A"
<br />La city"' Software License Agreement
<br />IMPORTANT— READ CAREFULLY BEFORE INSTALLATION
<br />This software is subject to acceptance of the LucityT" Software License
<br />Agreement. Lucity, Inc. (Lucity) is willing to license this software to you
<br />only upon the condition that you accept all of the terms and conditions
<br />contained in the Luc:103-m Software License Agreement and any stated Special
<br />Provisions.
<br />THIS AGREEMENT ("Agreement") is between Lucity, Inc., a Kansas
<br />corporation with its principal place of business at 10561 Barkley, Suite 100,
<br />Overland Park, KS 66212 ("Lucity"), and Licensee with its software
<br />programs accessing databases residing at Licenser! Site.
<br />RECITALS
<br />WHEREAS, Lucity owns certain software programs that are licensed under
<br />individual product titles which are known collectively as "Lacity15t
<br />software";
<br />WHEREAS, Licensee would like to use, and Lucity would like to grant
<br />Licensee the right to use, those software products, while protecting the
<br />copyrights, trade secrets, confidential information, and other valuable
<br />intellectual property they contain.
<br />Now, THEREFORE, Lueily and Licensee agree as follows:
<br />I. DEFINITIONS.
<br />"Progrrnn(s)" means the object code versions of the computer software
<br />products, databases, and related documentation.
<br />"Users" means (i) the specified number of persons permitted to access all
<br />Programs (i.e. Named Users), (ii) the specified maximum number of persons
<br />permitted to access a Program (i.e. Seats), or (iii) the specified number of
<br />computer hardware devices permitted to provide access to a Program (he.
<br />Installs).
<br />"Clients" means the number of individual database setups that can be
<br />accessed by a Program.
<br />"Licenser! Site" means the location at which the Licensee will he permitted to
<br />store the databases used by the Prograr(s).
<br />"Effective Date" means the date of receipt of Licensee's purchase order citing
<br />this Agreement.
<br />2. LICENSE GRANT.
<br />(a) License. Subject to the terms and conditions of this Agreement, Lucity
<br />grants Licensee a fee -bearing nonexclusive license to use the object code
<br />versions of the Program(s) for its internal purposes during the tern of this
<br />Agreement; provided, however, that (i) the number of Users of each Program
<br />shall not exceed the permitted number of persons or devices for each such
<br />Program, (ii) the number of individual database setups that can be accessed
<br />by each Program shall not exceed the number of Clients for each such
<br />Program, and (iii) the location at which the databases accessed by the
<br />Program(s) reside shall be the Licensed Site designated herein.
<br />(b) Copying. Licensee may make only as many copies of each Program as
<br />are necessary for Licensee to utilize the total Users for each such Program.
<br />(c) Future Licenses. Lucity and Licensee may, by mutual agreement, include
<br />future licenses of the Program(s) under this Agreement by exchanging
<br />documents (i.e., a purchase order from Licensee and acknowledgment from
<br />Lucity) referencing this Agreement and the Program(s) to be licensed. Such
<br />future Program(s) shall be included as Program(s) under this Agreement. The
<br />parties agree that such purchase orders and acknowledgments shall have no
<br />effect on the terms and conditions of this Agreement, under which such
<br />Program(s) are licensed.
<br />(d) Limited Grant. Except as expressly provided in this Section 2, Lucity
<br />grants and Licensee receives no right, title or interest in or to the Programs or
<br />any other deliverables provided by Lucity in connection tvith this Agreement
<br />and Lucity reserves and retains all such right, title, and interest.
<br />(e) Disaster Recovery and Testing. The Licensee is permitted to install the
<br />Programs at its internal disaster recovery site and to store copies of the
<br />databases used by the Programs for the purposes of testing its disaster
<br />recovery plan. The Licensee is also permitted to install the Programs in a
<br />testing environment at its Licensed Site and to store copies of the databases
<br />used by the Programs for the purposes of testing future releases and training
<br />users.
<br />3. LICENSE Res'rRIC'rtoxs.
<br />(a) No Reverse Engineering. Licensee agrees not to disassemble, decompile,
<br />reverse analyze, or reverse engineer the Program(s).
<br />(b) No Modification. Licensee agrees not to modify the Program(s) without
<br />the written consent of Lucity.
<br />(c) No Corvine. Licensee agrees not to copy the Program(s), in whole or in
<br />part, except for a reasonable number of back-up copies and copies for disaster
<br />recovery and testing purposes, and as may be necessary to utilize the total
<br />Users for a given Program.
<br />(d) No Third Party Use. Licensee will not use the Program(s) in any manner
<br />to provide computer services to third panics.
<br />(e) Training. Licensee will not use the Program(s) until its personnel have
<br />received sufficient training in the configuration and use of the Program(s) to
<br />generate accurate data from the operation of the Program(s).
<br />4. PROPRIETARY RIGHTS.
<br />(a) Lucitv's Property. The Program(s), in whole and in pan and all copies
<br />thereof, are and will remain the sole and exclusive property of Lucity.
<br />(b) Licensee's Property. Any and all information provided by Licensee, as
<br />well as any and all information generated by Licensee's use of the Programs
<br />(specifically excluding Program code), shall remain the sole and exclusive
<br />property of Licensee.
<br />(c) Proprietary Notices. Licensee will not delete or alter any copyright,
<br />trademark, and other proprietary rights notices of Lucity and its licensors
<br />appearing on the Program(s). Licensee agrees to reproduce such notices on all
<br />copies it makes of the Program(s).
<br />5. DELtvERY.
<br />Lucity will deliver license codes for the Program(s), which provide for
<br />downloading of installation components by Licensee, to Licensee within a
<br />reasonable time of execution of this Agreement by both parties.
<br />6. FEES AND 'TAXES.
<br />(a) License Fee — Named Products licensing. As consideration for the rights
<br />granted to Licensee under the Agreement set forth in Section 2 of this
<br />Agreement, Licensee shall remit payment to Lucity the License Fee within
<br />thirty (30) days of the delivery of license codes for the Program(s). Late
<br />payments will be subject to a late fee of one and one-half percent (1-1/2%)
<br />per month or the maximum rate permitted by applicable law, whichever is
<br />less. Lucity may publish revised fee schedules from time to time, and any
<br />fees for future licenses for the Program(s) included under this Agreement
<br />shall be determined by Lucity's then -current fee schedule.
<br />(b) Annual Fee — Named Users Licensing, As consideration for the rights
<br />granted to Licensee under the Agreement set forth in Section 2 of this
<br />Agreement, Licensee shall remit payment to Lucity (i) the appropriate Annual
<br />Fee within thirty (30) days of the Effective Date, and (ii) the appropriate
<br />Annual Fee within thirty (30) days of anniversary of the Effective Date for
<br />each renewal period. Late payments will be subject to a late fee of one and
<br />one-half percent (1-1/2%) per month or the maximum rate permitted by
<br />applicable law, whichever is less. Lucity may publish revised fee schedules
<br />from time to time, and any fees for renewal periods for the Program(s)
<br />included under this Agreement shall be determined by Lucity's then -current
<br />fee schedule.
<br />(c) Taxes. Fees due under this Agreement do not include any taxes.
<br />Licensee will be responsible for, and will promptly pay, all taxes of whatever
<br />nature (including but not limited to sales and use taxes) resulting from or
<br />otherwise associated with this Agreement or Licensee's receipt or use of the
<br />Program(s), except income taxes based on Lucity's income. In lieu of
<br />payment of such taxes, Licensee shall provide Lucity with proof of Licensee's
<br />tax exempt status.
<br />7. WARRANTIES.
<br />(a) Warranty. Lucity warrants that during twelve (12) months following the
<br />delivery of the license codes for the Program(s):
<br />(i) the Program(s) will be capable of performing in the manner described
<br />in all the documentation in all material respects; and
<br />(ii) the installation components of the Program(s) will be free from defects
<br />in materials and workmanship.
<br />(b) Exclusive Remedy. hi the event that the Program(s) or installation
<br />components fail to conform to such warranty, as Licensee's sole and exclusive
<br />remedy for such failure Lucity will, at its option and without charge to
<br />Licensee, repair or replace the Program(s) or installation components or
<br />refund to Licensee the License Fee paid, provided that the nonconforming
<br />item is returned to Lucity within the 12 -month warranty period.
<br />(c) Disclaimer. The Warranties provided in this Section are in lieu of all
<br />other warranties, express and implied, including but not limited to any
<br />implied warranties of Merchantability, and Fitness for a Particular Purpose.
<br />8, INDEMNITY.
<br />(a) Duty to Indemnify and Defend.
<br />(i) Lucity will defend or settle at Lucity's own expense, any action or
<br />other proceeding brought against Licensee to the extent that it is based on
<br />a claim that the use of the Program(s) as licensed in this Agreement
<br />infringes any U.S. copyright or that the Program(s) incorporates any
<br />misappropriated trade secrets.
<br />(ii) Lucity will pay any and all costs, damages, and expenses (including
<br />but not limited to reasonable attorneys' tees) Licensee becomes obligated
<br />to pay in any such action or proceeding attributable to any such claim.
<br />(iii) Lucity will have no obligation under this Section as to any action,
<br />proceeding, or claim sinless: (A) Lucity is notified of it promptly; (B)
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