Agmt 2007 InTime Solutions Inc - Laserfiche WebLink

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INTIME SOLUTIONS INC. Maintenance and Support Agreement This document is an agreement between Customer and InTime Solutions Inc., a Canadian corporation with principal offices at Suite 700, 5945 Kathleen Avenue, Burnaby, B.C. V5H 4L5 ("InTime") for the provision of Services related to maintaining and suppOt1ing certain Software, the parties agree as follows. 1. Definitions 1.1 "Maintenance" means the provision of new releases, enhancements and updates by InTi me to Customer during the term of this Agreement. It does not include new versions of the Software, which are chargeable. A version change is denoted by a change in the most significant version number digit, for example as in 1.8 to 2.0, but not in 1.7 to 1.8, which would be a release change. 1.2 "Services" means Maintenance and SuppOt1. 1.3 "Software" means software provided by InTime to Customer in executable form (including any documentation) the specifications of which are set out in the accompanying documentation and any future upgrades. 1.4 "Support" means technical support provided by InTime to Customer relating to Customer's use of the Software. 1.5 "Support Level" means how Customer requests for Support will be managed by InTime. 2. Maintenance and Support 2.1 Support is provided on a remote basis by telephone, e-mail, and fax, and optionally at the Customer's site, and is subject to the availability of support personnel and facility infrastructure services. Such support includes problem diagnosis, consultation, dial-in diagnosis services, and problem resolution. The Customer is responsible for any long distance costs related to this service. Support will be provided for the current version ofthe Software and for the previous version of the Software for a period of one year following release of the current version. 2.2 Maintenance is provided by provision of new releases, updates or enhancements issued by InTi me to Customer. Maintenance is also provided by provision of updates containing bug fixes according to InTi me's standard repair methodology. Such new releases and bug fixes are provided to Customer in a manner so that Customer may install same at Customer's own premises. InTime reserves the right to charge, on a time and materials plus expenses basis, for any installation or customization services required by Customer relative to implementation of any new releases or bug fixes. 2.3 Following use of the Software by Customer in a live production environment, InTi me will provide Support and Maintenance to Customer with the Support Level defined in Attachment "A". InTi me commits to using reasonable efforts to achieve the Support Level set out in this attachment. 3. Payment. InTime will invoice Customer for all Maintenance and Support Services. All InTime invoices are payable net 30 days. Any amounts outstanding after 30 days bear interest at a rate of 1.5% per month (18% per annum). The Customer shall pay all applicable sales, use, withholding and excise taxes, exportJimport duties, and any other assessments relative to the Software or the License or on or resulting from this Agreement 4. Excluded Services 4.1 Only the Support and Maintenance services set out in section 2 above are provided under this Agreement. All other services provided are chargeable items and will be provided under the terms of the standard InTime Master Consulting Services Agreement. The fee for Consulting Services may be waived by [nTime if in InTime's determination the service is required because of a Software error which should have been corrected under Support ENTERPRISE SOFTWARE LICENSING AGREEMENT Confidential Document Page 12 of 16