AGREEMENT FOR TRAINING AND SOFTWARE MAINTENANCE

LICENSOR:

PATH tech

, Canada

LICENSEE :

CLIENT'S NAME

address

city, province postal code

1.0	TRAINING

We will provide training for you r employees in the operation of the SYSTEM, defined as that

portion of our software library licensed to you in object code format listed on Schedule 1, the

licensed portion hereinafter being referred to with two (2) copies of user-documentation but not

source codes.

Training provided under this Agreement will be billable at our rate then in effect plus reasonable

expenses. Our current rate is $_____ per hour. You shall receive 30 days advance notice of

changes in our hourly rates.

2.0	MAINTENANCE

The first three months of maintenance after delivery of the software is free of charge. You agree to

pay us for

maintenance service with respect to the SYSTEM the sum of $_____ per month, which amount

shall be due on the first day of each month. The fee may be increased each year by an amount not

to exceed TEN (10%) PERCENT .

Maintenance service will provide you with:

2.1	WARRANTY

Continuing warranty of the SYSTEM, and any approved changes modifications, additions, or

enhancements thereto, made by us, as follows:

We warrant that the SYSTEM, and any approved changes, modifications, additions, or enhance-

ments thereto, shall be reasonably free from program coding errors as delivered. In the event cod-

ing errors are discovered subsequent to delivery, for a period of three (3) months we will supply

corrections at no further charge. After this three (3) month period, all corrections will be charged

at $_____ per hour if the maintenance contract is in effect, otherwise you shall be charged at our

regular rate of $_____ per hour. This warranty is void if any changes, modifications, additions, or

enhancements are made to the SYSTEM without our written authorization.

You will allow us, without charge, reasonable access to and use of your hardware as may be nec-

essary to diagnose or repair any defect.

Our warranty shall not apply to defects which are the result of improper handling or use, or in the

event that any changes, modifications, additions, or enhancements to the SYSTEM are made not

in conformity with this Agreement.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED

OR IMPLIED , INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT

WILL WE BE LIABLE FOR SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.2	CHANGES, MODIFICATIONS, ADDITIONS OR ENHANCEMENTS

All changes, modifications, additions or enhancements to the SYSTEM offered by us to our main-

tenance CUSTOMERS, provided, however, that new modules to the system shall be separately

offered at prices determined by us.

2.3	CONSULTATION AND ASSISTANCE

Appropriate consultation and assistance in the event of a software malfunction.

(1)	We will usually respond via telephone to inquiries from you within two (2) hours.

(2)	On-site visits, if required, will usually be made within three (3) business days.

(3)	Maintenance service will be provided by us from Monday through Friday, exclud-

ing holidays, from 9:00 a.m. to 5:00 p.m. Eastern time.

(4)	We reserve the right to make additional charges for time at our normal rates and

expenses for the correction of malfunctions directly traceable to errors by your

staff.

2.4	CONVERSION

Consult with and make recommendations to you regarding conversion of your information to our

data base and regarding the preparation of any pre-printed forms required by you for the SYS-

TEM.

3.0	TERM

The term of this Agreement shall be one (1) year. It shall then be renewed automatically from year

to year, unless you shall give us written notice requesting termination of training and maintenance

services at least three (3) months prior to the end of the original or any renewed term.

4.0	CUSTOMER RESPONSIBILITIES

4.1	PROJECT MANAGER

You shall designate a Project Manager with whom we shall deal directly on all matters concerning

the SYSTEM.

4.2	SUPERVISION

You shall be exclusively responsible for the supervision, management, and control of your use of

the SYSTEM.

4.3	SITE PREPARATION

You are responsible for physical site preparation and for maintenance of the hardware and all

peripheral equipment.

4.4	COMPETENT PERSONNEL

You will provide sufficient employees and/or agents to compile and input the necessary informa-

tion to build the required data base for the SYSTEM and to operate the SYSTEM. You must have

at least one (1) person trained in the operations of the hardware by the hardware vendor, and you

must make available a minimum of two (2) of your employees or agents for at least four hours

during the training period.

5.0	GENERAL PROVISIONS

5.1	SEVERABILITY

The waiver, invalidity, or unenforceability of any particular provision of this Agreement shall not

affect any other provision, and this Agreement shall be construed in all respects as if such waived,

invalid, or unenforceable provisions were omitted.

5.2	CONSTRUCTION AND FORUM

This Agreement shall be governed by and interpreted in accordance with the laws of the Province

of Ontario. Jurisdiction for any dispute hereunder shall lie only in the federal and provincial

courts located in the Province of Onario.

5.3	COMPLETE AGREEMENT

This Agreement and its schedules embody the full and complete understanding between you and

us.

5.4	EXCLUSIVENESS OF TERMS

No salesman, agent or subcontractor has made, or is authorized to make, any representation or

agreement with respect to the SYSTEM or this Agreement, except upon the terms and conditions

of this Agreement.

5.5	TAXES

You agree to pay and be responsible for any sales and/or use taxes.

5.6	PLAN OF PAYMENT

All payments shall be due in accordance with the terms and conditions hereof and shall be made

directly to us at the address herein specified.

5.7	MODIFICATIONS TO THIS AGREEMENT

No modifications shall be made to this Agreement except as agreed to in writing, signed by you

and by us.

You acknowledge that you have read this Agreement, understand it, and agree to be bound by its

terms and conditions. Further, you agree that this Agreement and the schedules hereto are the

complete and exclusive statement of the agreement between you and us, superseding all proposals

or prior agreements, oral or written, and all other communications between you and us relating to

the subject matter of this Agreement.

Agreed to: _____________________________________ Date: _________

For ____________________________________________

Agreed to: _____________________________________ Date: _________

For ____________________________________________

G. Roderick Singleton

2004-07-14T10:19:11