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THOIVISON * ELITE Annual Maintenance Charge for Maintenance Services in respect of the Licensed Software for the first year is set forth in Exhibit A and shall be payable as set forth in Exhibit A. Maintenance Services for the Licensed Software shall automatically renew for successive one year terms, unless terminated by either party by giving the other party thirty (30) days written notice prior to the end of the existing term For subsequent terms the Annual Maintenance Charge shall be payable annually in advance. Thomson Elite reserves the right to increase the Annual Maintenance Charge for subsequent terms and shall give Customer advance notice of such increases 4.5 Taxes. Thomson Elite fees are exclusive of sales, use, ad valorem, personal property and other taxes, which are the sole responsibility of Customer. 4.6 Expenses. All reimbursable costs consisting of but not limited to reasonable travel, accommodation and related incidental expenses incurred in providing the Services are the responsibility of Customer and shall be payable upon receipt of invoice from Thomson Elite. 4.7 Invoices and Payment. Customer will pay all invoices in full within 30 days from the date of invoice, subject to City accounting procedures. If full payment is not made, Customer may be charged up to the maximum legal interest on any unpaid balance. Thomson Elite may withhold and/or delay delivery of software or services, including without limitation Maintenance Services, if Customer fails to comply with this Section 4. Invoices are to be addressed to: Indhira Gagnon City Attorney Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 5. Confidential Information. 5.1 Thomson Elite acknowledges in the course of providing services at Customer's site(s) that Thomson Elite may have access to Customer's client list, information belonging to or pertaining to Customer's clients, Customer's billing information and practices and financial records that constitute Customer's confidential information ("Customer Confidential Information"). Thomson Elite will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement Thomson Elite will not permit any third party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customization, Installation or implementation of the Software. 5.2 Customer acknowledges and agrees that the Software constitutes a valuable proprietary product of Thomson Elite and that the Software, together with the terms of this Agreement, shall be referred to as the "Thomson Elite Confidential Information." Ver. 7 Feb 2008 Customer will take reasonable steps to ensure that the Thomson Elite Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Customer will not permit any third party access to, in any manner, the Thomson Elite Confidential Information, except as provided in this Agreement 6. WARRANTIES, REMEDIES AND LIMITATION OF LIABILITY. 6.1 Warranty. Thomson Elite warrants that for the period ending ninety (90) days after Live Operation (the "Warranty Period") the Licensed Software will substantially conform to the Software User Manual. "Live Operation" shall mean the first date when Customer commences production use of any of the Licensed Software in accordance with the Statement of Work. Thomson Elite does not warrant the results produced by Westlaw Legal Calendaring Rules. It is Customer's responsibility to check the results of the Westlaw Legal Calendaring Rules date calculations against the actual court rules. 6.2 Thomson Elite will not be responsible to the extent that the Licensed Software fails to perform as warranted due to one or more of the following (collectively the "Excluded Items"): (1) the malfunction of software not provided by Thomson Elite, (2) the malfunction of hardware, (3) Customer's negligence or fault, (4) Customer's failure to follow the instructions set forth in the Software User Manual, (4) material changes in the operating environment not authorized by Thomson Elite, (6) modifications to or changes in the Software not made or suggested by Thomson Elite or (7) Customer's failure to implement and maintain a proper and adequate backup and recovery system for the Thomson Elite database or user files. If Thomson Elite discovers that a failure is caused by one or more Excluded Items, Thomson Elite reserves the right to charge Customer for its work in investigating such failure. At Customer's request and at a fee to be agreed upon, Thomson Elite will thereafter assist Customer in resolving such failure. It is Customer's responsibility to develop and implement a proper and adequate backup and recovery system. THE LIMITED WARRANTIES IN SECTIONS 6.1 AND 7.1, AND IN SECTION 3 OF THE SERVICES ADDENDUM, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES THOMSON ELITE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Thomson Elite does not warrant the level of performance of the Software or that earlier versions superseded by new versions (whether or not distributed to Customer) will continue to be capable of access to and use with West Publishing Corporation services. 6.3 Remedies. Customer shall have the following remedies: 6.3.1 Termination for Breach. In the event that Thomson Elite materially breaches any of its obligations under this Agreement prior to or during the Warranty Period, including breach of a warranty or warranties provided herein, Customer may terminate this Agreement as provided in this Section 6.3.1. No termination shall occur unless Thomson Elite has been given written notice of the breach and fails to cure the breach, or to submit, to Customer's reasonable satisfaction, a plan for cure, within thirty days of receipt of Page 2 of 17