VISIPHOR CORP 1 -2006 - Laserfiche WebLink

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Agreement between VISIPHOR Corporation and C!ty of Santa Ana [Exhibit FJ any time during the initial term or any renewal term of this Agreement. Any fees paid in advance for a period of time subsequent to the termination date shall be considered non- refundable. 5.2. The Customer further reserves the right to terminate this Agreement without penalty or future liability at its fiscal yeaz end due to lack of appropriations. 5.3. If, after termination of this Agreement, Customer requests Support, VISIPHOR may agree to provide such Support and Customer shall pay for same forthwith on a T&M basis at VISIPHOR's then current rates. VISIPHOR shall provide an advance estimate of the T&M charges for any support to be provided at the request of the Customer. The Customer shall be obligated to pay no more than the estimate for such Support Services. 5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or refuse to perform under any of the provisions of this Agreement, then the other party (the "Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to terminate this Agreement which notice shall specify the alleged neglect, failure or refusal and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party shall have a right to terminate this Agreement on 7 days notice to the Non-Defaulting Party. Where the Customer terminates this Agreement pursuant to this paragraph, all advance payments by the Customer to cover services past the termination date shall be refunded to the Customer in full. 5.5. Notwithstanding Clause 5.4, if the Customer fails to pay VISIPHOR as required by this Agreement, VISIPHOR shall not be required to provide Support forthwith after delivery of written notice to that effect to the Customer, and may pursue any other remedies which it may have at law or under this Agreement. 6. GENERAL TERMS 6.1. These Support Terms form part of and aze subject to the terms and conditions set out in the Agreement. 6.2. Support Restrictions: Nothing herein shall permit Customer to reverse engineer, disassemble or decompile the Product (or any portion thereof). In addition, it is expressly understood that Customer shall not amend, change or alter any application/module librazies, graphical user interface forms or database schema including, but not limited to, table structure, indexes, views, referential constraints or synonyms, without VISIPHOR' written permission. To the extent VISIPHOR permits Customer to modify, amend, change or alter any part of the Application Package Programs, VISIPHOR shall have no obligation to cure any Defects resulting from any such modification, amendment or change. 6.3. De-Support: In the event Customer is unable or unwilling to fulfill its obligations (Sec. 4.2) to maintain current versions of the Product on its Production Confidential Page 9 7/!7/2006 Ciry of Sense Me-Exhibi[F Copyright®2006-VISIPHOR Coryorafion