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<br />8 <br /> <br />vas Software License, Service, aaaintenance Agreement <br /> <br />12. <br /> <br />PRICING and PAYMENT TERMS <br /> <br />VOS 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 if not 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. <br /> <br />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 />VOS 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 VOS' 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. <br /> <br />VOS 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 of VOS' type of solutions; and <br />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 />Software Product behaves in a manner consistent with VOS' documentation and with representations made to <br />Client by VOS during the pre-sales process. <br /> <br />b. <br /> <br />c. <br /> <br />14. <br /> <br />MISCELLANEOUS <br /> <br />a. <br />b. <br /> <br />This Agreement constitutes the entire Agreement between Client and VOS. <br />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 />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 />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 />VOS 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 />c. <br /> <br />d. <br /> <br />e. <br /> <br />3 <br /> <br />~ <br />