25E - AGMT - LASERFICHE UPGRADE AND MAINTENANCE

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Licensee and reviewed by Laserfiche's Professional Services Group ( "PSG "). The goals of UAT are as follows: • Goal # 1: Identify and resolve all non - core - product defects that have occurred during the project's implementation process. For example, a Laserfiche workflow is accidently configured to route a document to the wrong person. Goal #2: Identify and resolve all core product defects that are relevant to Licensee's particular implementation, but which may also affect other Laserfiche clients generally. For example, a Laserfiche Workflow product causes an error when trying to connect to a database, even though the product has been correctly configured during the project's implementation process. If an immediate resolution is not possible, an appropriate work- around may be implemented with Licensee's approval, which will not be refused unreasonably. • Goal #3: Ensure the system satisfies all material technical and business requirements specified in the Scope of Work (SOW). During the UAT phase of the project, it is especially important to identify defects associated with Goal #1 and Goal #3, as these defects will not be covered by the Laserfiche Software Assurance Plan (LSAP) after the project is completed. Upon successful completion of the UAT, Licensee will sign a UAT form and will schedule the installation or implementation in the production environment. Before moving past the UAT phase of the project, Laserfiche PSG will require that Licensee give its written approval to move the system into production, which will not be refused unreasonably. Once Licensee approval is given, the project will unconditionally "close out" within 10 days after approval. If Licensee does not respond in writing to Laserfiche's request for approval to move the system into production within 10 days of Laserfiche's request, or Licensee does not reasonably refuse such approval within the 10 -day period, Licensee will be the deemed to have approved moving the system into production. After "close out," all new work not covered by the LSAP agreement will be considered a new billable project. E. Stabilization. This stage of the project occurs after the system or component has started its production life following its Acceptance by Licensee. During this stage, one or more members of the Laserfiche PSG implementation team will be directly available to Licensee to help resolve all product issues (both core and non -core) that are identified in the production environment (although no work will be done in other environments). Unless otherwise stated in any SOW, the Stabilization stage will continue for 30 days following the commencement of the production phase, at which point the project will be considered closed. Once closed, all new work not expressly covered by LSAP will be considered a new billable project. F. "Delivery of Software" means the date that Laserfiche delivers or makes available to Licensee the Laserfiche Software described in Schedule A for installation at the location(s) identified in Schedule B of this Agreement. Delivery of Software will be electronic via download from Laserfiche's web or ftp site. Laserfiche Enterprise Software License and Professional Services Agreement 25E -5 Page 3