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EXHIBIT 1 To Software Maintenance Agreement DEFINITIONS This Exhibit is attached to, incorporated into, and forms a part of the Abbey Group Master Support Agreement, dated , 200_, between Abbey Group and the Client (herein referred to as the "Agreement"). Capitalized terms used in the Agreement or any exhibit thereto shall have the definitions set forth herein unless otherwise defined in the Agreement. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. 1. "Basic Support" is defined in Section 2.1 [Basic Support] of the Agreement. 2. "Client" is defined in the preamble to the Agreement. 3. "Covered Application" shall mean each software application developed by Abbey Group in accordance with the As-Built Specifications relating thereto which application is identified as a Covered Application on Exhibit 2 attached to the Agreement and incorporated therein by reference, including all Maintenance Modifications thereto, all Derivative Works thereof, and all related Documentation. 4. "Documentation" shall mean, with respect to any Covered Application, those printed instructions, manuals, and diagrams pertaining to and furnished with such Covered Applications. 5. "Effective Date" is defined in the preamble to the Agreement. 6. "Enhancement" shall mean, with respect to any Covered Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Covered Application and that is integrated with such Covered Application after the Effective Date, or that is related to a given Covered Application but offered separately by Abbey Group after the Effective Date. 7. "Enhancement Terms" shall mean, with respect to any Enhancement provided pursuant to the Agreement, the mutually negotiated terms and conditions specifically relating to an Enhancement and included as part of the Agreement in accordance with Section 2.3 [Enhancements] thereof. 8. "Maintenance Modification" shall mean, with respect to any Covered Application, a computer software change integrated with such Covered Application during the term of the Agreement to correct any Errors therein, but that does not alter the functionality of such Covered Application or add new functions thereto. 9. "Out of Scope Services" shall consist of any services provided under this Agreement that are outside the scope of those services specifically and expressly identified under, and provided pursuant to, Section 2,1 [Basic Support], Section 2.2 [Additional Support] or Section 2.3 [Enhancements] of the Agreement. 10. "Payment Date" shall mean the date each year upon which the maintenance payment is due. 11. "Priority One Call" shall mean a call requesting technical support for an Error in any Covered Application or a failure of the Authorized Server on which such Covered Application is installed that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or Exhibit F March 9, 2006 Page 1 Master Support Agreement 25E-8