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Licensor Certification
PAPCON (hereinafter "Licensor") hereby certifies that it has inspected the hardware
and software utilized by the HotCheck Unit in the County Attorney's Office in Ken
County, Texas. Licensor has installed and tested the PAPCON software, and hereby
certifies that the Hardware and Software as set forth below are approved for licensing
and use:
Server/CPU Requirements: IBM-Compatible, Pentium PC/Server
With Windows/NT/2000/~P
Location: C'.9 6~~
Kerr County, Texas
Workstation Requirements: IBM-Compatible, Pentium PC
WindowslNT/2000/XP
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PAPCON:
By:
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Date: 5~ ~D~
Title: Q!y/l~f,,~-
End-User License Agreement
THIS AOREEMENT by and between PAPCON (hereinafter "Licensor") and Kerc County
(hereinafter "Client") is made and entered into this date of ~//~Z~~
I. LICENSE
Licensor hereby grants to Client, and Client accepts on the terms and conditions set forth
herein, a personal, nontransferable, nonexclusive and perpetual license to use the program products
and related materials consisting of the PAPCON Hot Check Recovery Softwaze (hereinafter
"PAPCON Software"). Licensor agrees to furnish both the Source Code and the Object Code Run
Time Module, however, Client has no right of any nature or kind whatsoever pursuant to this
Agreement to distribute the Source Code or Object Code of said PAPCON Software. Licensor
agrees to provide standazd program documentation for the PAPCON Software including but not
limited to standard user manuals.
II. COST and BILLING
In addition to payment of the license fees for the PAPCON Softwaze, Client shall pay to
Licensor during the term of this agreement the current established billing rate, eighty-seven and
50/100 dollars ($87.50) per hour, for any additional modifications, consulting, and training required
by Client, plus reasonable and necessary travel and living expenses incurred by the Licensor's
employees while traveling pursuant to this Agreement. Innon-emergency situations, Licensor shall
provide client a quotation of estimated costs for the project. Licensor shall not move forward with
project until Licensor receives a purchase order from Client. Licensor shall invoice Client for any
said additional modifications, consulting, training, travel or other expenses weekly and payment of
said invoice shall be made by Client in full within terms stated on the invoice. Licensor shall submit,
at Client's request, documentation reasonably sufficient to support these charges.
In the event Licensor has scheduled a site visit of its representatives to any Client's sites to
perform its duties hereunder, Client shall notify licensor at least fifteen (15) days in advance if
scheduled visits have to be cancelled or rescheduled. If the required notice is not given, Client shall
reimburse Licensor for all actual and reasonable expenses incurred by the Licensor in attempting to
make the scheduled visit.
Client shall be and remain responsible for all taxes imposed on it or on Licensor by reason of
the operation of this Agreement or in any way measured by this Agreement, the licensed PAPCON
Software, or any portion thereof, except for corporate or other income taxes imposed upon the
Licensor.
III. TERM
This License is a perpetual license which is effective from the date of its execution by the
parties hereto.
License Agreement Page 2
IV. WARRANTY
Licensor warrants that, for a period of twelve (12) months from delivery to Client, said
PAPCON software installed hereunder shall be free of defects, including but not limited to
programming errors and logic errors and that software will perform functions described in the
documentation for the applicable software package. Licensor warrants telephone response within two
(2) hours of the notification by Client of defect, error, or other malfunctioning of the softwaze.
In the event that a breach of the foregoing warranty occurs, Licensor shall correct the defect
giving rise to the breach at its own expense. Client agrees to provide, at its expense, telephone access
to its computer during the life of this warranty for Licensor's use to correct any said defect. Client
shall grant Licensor's employees with a reasonable amount of prime processing time on Client's
equipment to correct any said defects covered by this warranty. Such processing time shall be
provided reasonably promptly. Licensor shall have no responsibility for performance of its duties
hereunder if Client interferes with Licensor's ability to perform its duties hereunder. EXCEPT AND
TO THE EXTENT EXPRESSLY PROVIDED IN THIS PARAGRAPH AND IN LIEU OF ALL
OTHER WARRANTIES, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO ,ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE. Except as set forth herein this Paragraph, Licensor shall
have no other liability, including without limitation liability of any nature or kind for business
interruption, lost profits, special or consequential damages of Client, to Client with respect to the
performance of said PAPCON software,
Client shall itself be exclusively responsible for the supervision management and control of
its use of said PAPCON Softwaze, including, but not limited to, assuring proper machine
configuration, audit controls and operating methods, establishing adequate backup-up plans in the
event of a licensed software malfunction, and implementing sufficient procedures and checkpoints to
satisfy Client's requirements for security and accuracy of input and output as well as restart and
recovery in the event of a malfunction. Client shall reimburse Licensor at Licensor's published rates
in effect at the time if the defect is the result of Client's failure or omission of said supervision and
control or Client's misuse of its computer system or erroneous Client programming.
This warranty hereinabove set forth shall be null and void if the PAPCON Software or any
portion thereof included under this warranty is modified in any way during the warranty period or
otherwise by Client or any other party.
License Agreement Page 3
V. AUTHORITY
Licensor represents and warrants that it has the authority to perform its obligations hereunder,
and that such performance is not in violation of any law, or in breach of any agreement or covenant
to which it is a party or otherwise bound, and Licensor shall indemnify and hold Client harmless
from any losses or damages suffered as a result of a claim of infringement of a patent, copyright, or
other industrial or intellectual property right of another arising out of Client's use of PAPCON
Softwaze pursuant to and in accordance with the terms and conditions of this License Agreement.
VI. CONFIDENTIALITY
Subject to the requirements of Tex. Govt Code Chap. 552 et seq., as amended (the "Public
Information Act"), Client hereby agrees and covenants that said PAPCON Softwaze and each and
every portion thereof--including without limitation each and every program product and related
material, all documentation and related information supplied to Client pursuant to or in connection
with this License Agreement, all drawings, Source Code, computer program listings, techniques,
algorithms, and process and technical and mazketing information (herein this Section referred to
collectively as "confidential material and information")--aze and remain the exclusive property of
Licensor, even though licensed to Client hereunder, and that said confidential material and
information is and shall be deemed to be trade secrets and proprietary data, even when not so
marked, and shall be treated confidentially by Client and its employees, agents, assigns or
representatives and shall not be disclosed for any reason to any person without prior written consent
of Licensor or unless specifically and expressly authorized by this License Agreement.
Nothing in this agreement shall require Client to violate the Public Information Act. To the
extent, if any, that any provision of this agreement is in conflict with the Public Information Act, the
same shall be of no force and effect. Furthermore, it is expressly understood and agreed that Client,
its officers and employees may request advice, decisions and opinions of the Attorney General of the
State of Texas in regazd to the application of the Public Information Act to any items or data
furnished to Client and/or whether or not the same are available to the public. It is further understood
that Client, its officers and employees shall have the right to rely on the advice, decisions and
opinions of the Attorney General of the State of Texas, and that Client, its officers and employees
shall have no liability or obligations to licensor for the disclosure to the public, or to any person or
persons of any items or data furnished to Client by Licensor in reliance on any advice, decision or
opinion of the Attomey General of the State of Texas.
License Agreement Page 4
VII. LIMITATIONS OF LIABILITY
The maximum liability of Licensor for breach of this Agreement shall be the amounts paid by
Client to Licensor under the terms hereof and in no event shall Licensor's liability to Client
hereunder exceed the total of the license fees paid to Licensor hereunder by the Client. Neither party
shall be liable to the other for indirect, consequential, or specisi damages.
Neither party shall be liable or deemed to be in default for any delay or failure in performance
under this Agreement or for any interruption in service, for any reason beyond its reasonable
commercial control; however, specifically excluded from this limitation are failures of either party to
perform for economic reasons or for reasons of a party's inability to attract and retain wmpetent
personnel.
VIII. OWNERSHIP
Licensor has and retains full ownership rights to said PAPCON Software furnished pursuant
to this License Agreement. Client shall have the right for its individual use, pursuant to the terms and
conditions of this License Agreement, of said PAPCON Software but shall have no right hereunder
or otherwise to assign, sub-license, or transfer in any manner whatsoever any portion or all its rights
of license under this Agreement, except to SUCCESSORS IN OFFICE. No right to print or copy, in
whole or in part, the licensed softwaze hereunder is granted, except as expressly provided hereunder,
and Client agrees not to copy, in whole or in part, any licensed software provided hereunder. It is
expressly agreed and understood that Client is the Office of an elected official, and that a change in
the officeholder has no effect on the perpetual license granted hereunder to the Office.
IX. TERMINATION AND CANCELLATION
Licensor may terminate/cancel Agreement and any license granted to Client hereunder if:
(a) Client fails to pay Licensor any license fees or charges
(b) Client is in default of any other material provision of this Agreement and such default is not
cured within fifteen (IS) days after Licensor gives Client written notice thereof; or
(c) Client becomes insolvent or seeks protection, voluntarily or involuntarily, under any
bankruptcy law.
In the event of any termina6on/cancellation of this Agreement or any license granted to the Client
hereunder, Licensor may:
(a) Require that Client cease any further use of licensed Software hereunder or any portion
thereof and immediately return the same and all copies thereof, in whole or in part; and
(b) Cease performance of all of Licensor's obligations hereunder without liability to Client.
License Agreement Page 5
Licensor's foregoing rights and remedies shall be cumulative and in addition to all other
rights and remedies available to Licensor in law or in equity.
Client may terminate/cancel Agreement if:
(a) Licensor is in default of any other material provision of this agreement and such
default is not cured within fifteen (15) days after Client gives Licensor written notice
thereof; or
(b) Licensor becomes insolvent or seeks protection, voluntarily or involuntarily, under
any bankruptcy law.
In the event ofany ternunation/cancellation of this Agreement, Client may cease performance
of all of Client's obligations hereunder without liability to Licensor.
Client's foregoing rights and remedies shall be cumulative and in addition to all other rights
and remedies available to Licensor in law or in equity.
X. EXCLUSIVITY
This License Agreement constitutes the complete and entire agreement of the parties
concerning the subject matter hereof, and superseded any and all other agreements and
understandings, whether written or oral, and all other communications between parties relating to the
subject matter hereof. Client acknowledges that it has read this Agreement, understands it and agrees
to be bound by its terms and conditions. No amendments, modifications, or additions to this License
Agreement shall be binding unless in writing and signed by both parties. No delay in enforcing this
agreement or detecting a breach hereof shall be deemed a waiver of the rights of the non-breaching
P~Y•
XI. SEVERABILITY OF PROVISIONS
If any of the provisions of this Agreement are held to be invalid, illegal or unenforceable for
any reason, the remaining provisions of this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.
XII. ENFORCEMENT
In the event this Agreement must be enforced by any party hereto, the prevailing party shall
be entitled to recover in addition to any other recovery, all costs and expenses in enforcing this
agreement.
License Agreement Page 6
XIII. NOTICE
Any notice required or permitted by the terms of this Agreement shall be made in writing and
shall be deemed given, whether actually received or not, five (5) days after deposit in the United
States mail, certified mail, return receipt requested, postage prepaid, and addressed to the party to
which directed at the address of the office of said party at the time of execution hereof, or at such
other address as is set forth in a notice given under the terms hereof.
XIV. GOVERNING LAW
This Agreement shall be construed, governed and interpreted according to the laws of the
state of Texas. The exclusive jurisdiction and venue over any action, suit or other legal proceeding
that may arise out of this agreement will be in the federal or state courts of Collin County in the state
of Texas.
XV. DEFINITIONS
"CPU" shall mean the single licensed central processing unit, and its associated equipment,
for which the use of the PAPCON Software is licensed.
"Source Code" shall be defined as a complete copy of the Softwaze. Such Source Code shall
allow the Client to create an executable version of the Software.
"Use" shall mean the reading into and out of the Licensed PAPCON Software and the
execution of such Software, in whole or in part, by the CPU and any other similar use of the
Software.
CLIENT:
By: \ ~~~
PAPCON
By:
Title: ~ j)(,~, R ~ ~ Q, Title:
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