25C - AGMT - IT SRVS FOR HAZARDOUS MATRIALS REPORTING

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• Manage and maintain three (3) emergency response laptops containing data synchronized with the online databases. 2. COMPENSATION TO ECOMPLIANCE Client shall pay eCompliance for services upon mutually agreed completion of the data synchronization project in the amount of $20,000. Maintenance costs thereafter shall be in the amount of $10,000 annually and shall include services in accordance with Attachment A and incorporated herein by reference. Prices will not increase for the first three years of service, ending July1, 2015, and, thereafter, price increases require thirty (30) days written notice. The total price increases for these services for the Product during the course of any year shall not exceed 5% of the prior year's price. 3. TERM The initial term ("Initial Term") of the Agreement shall be for four (4) years from Effective Date, August 1, 2011 through July 30, 2015 and may be extended thereafter for successive one (1) year terms. 4. TERMINIATION This Agreement may be terminated by Client at the end of the Initial Term or any successive Term by written notice no later than 30 days prior to the end of the term. S. CONFIDENTIALITY It is understood that during the course of the Agreement, eCompliance and its employees may be exposed to data and information which is confidential and proprietary to the Client. All such data and information (hereinafter "Client Confidential Information"), written or verbal, tangible or intangible, made available, discloses or otherwise made known to eCompliance and its employees as a result of Services under this Agreement shall be treated as confidential by eCompliance and shall be the sole property of Client. 6. WARRANTY and LIABILITY DISCLAIMER eCompliance makes no other representations or warranties of any kind, except as provided herein, nor are any such warranties to be implied with respect to the services furnished hereunder. eCompliance and/or its respective suppliers make no representations about suitability, reliability, availability, timeliness and accuracy of the information, software, and services contained in the Product for any purpose. eCompliance and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, software, and services, including all implied warranties and conditions of merchantability or fitness for a particular purpose. In no event shall eCompliance and/or its suppliers be liable for any indirect, punitive, 2 25C-4