SnapOn License Agreement


    EXHIBIT
      10-27

     

    Software
      License Agreement for Snap-On Credit LLC 

    


    This
      Agreement is effective June 3, 2005, by and between Communication Intelligence
      Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065
      a
      Delaware corporation (“CIC”) and Snap-on Credit LLC (“Licensee”). 

    


    1. License
      Grant. CIC hereby grants Licensee a non-exclusive license to use CIC’s products
      and related documentation, if any, listed in Appendix A (the "Product" or
      "Products") pursuant to the terms hereof including the attached Appendices
      that
      are incorporated by reference. Each unit of Product may be used on one computer
      and Licensee may make one copy of the Product in machine-readable form for
      backup purposes only. CIC reserves all rights not otherwise expressly granted
      to
      Licensee in this Agreement. This license is not a sale and no rights are granted
      to Licensee with respect to any source code, trade secrets, trademarks,
      copyrights or other intellectual property that is incorporated into or related
      to the Product except as otherwise expressly provided for herein. Any
      modifications made to the Product, whether made by CIC or Licensee, shall be
      the
      sole and exclusive property of CIC. Licensee agrees and certifies that neither
      the Product nor any other technical data received from CIC, nor the direct
      product thereof, will be exported outside the United States except as permitted
      by the laws and regulations of the United States.

    


    2. 
      License
      Fees and Payment Terms and Porting Services, Fees, and Payment Terms. See
      Appendix B.

    


    3. End-User
      Support and Support to Licensee. Maintenance and support terms are delineated
      in
      Appendix C. 

    


    4. Disclaimer
      of Warranty. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CIC MAKES NO
      WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCT, SOFTWARE, DOCUMENTATION,
      OR
      ANY PORTION, COPY OR COMPONENT THEREOF, TO LICENSEE OR TO ANY OTHER PERSON;
      ALL
      ARE PROVIDED "AS IS." 

    


    5. Limited
      Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIC AND ITS SUPPLIERS
      EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
      INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
      FOR A PARTICULAR PURPOSE, AND SUCH ARE HEREBY EXCLUDED AND THE LIABILITY OF
      CIC,
      IF ANY, FOR DAMAGES RELATING TO ANY PRODUCT, SOFTWARE, DOCUMENTATION, OR ANY
      PORTION, COPY OR COMPONENT THEREOF, FOR ANY REASON, WILL BE LIMITED TO THE
      ACTUAL LICENSE FEE PAID BY LICENSEE WITH RESPECT TO SUCH ITEM OR, AT CIC'S
      SOLE
      DISCRETION, REPLACEMENT OF THE ITEM AT CIC'S EXPENSE, AND WILL IN NO EVENT
      INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF CIC HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    


    6. Exclusion
      of Warranties on Account of Licensee Modifications. If any modifications are
      made to the Products by Licensee or any person, any warranty shall be
      immediately terminated. Correction for difficulties or defects traceable to
      Licensee's errors or systems changes may be made at CIC's discretion and shall
      be billed at CIC's standard time and material charges.

    


    7 Proprietary
      Rights. Licensee acknowledges that CIC owns and will retain all copyright,
      trademark, patent, trade secret and other proprietary rights in the Product,
      any
      component thereof, and the marks, names, logos and designations of CIC used
      therewith worldwide (collectively, the "CIC Marks"). Licensee will use
      reasonable efforts to protect CIC's proprietary rights. Licensee agrees to
      use
      the appropriate trademark symbol (either "TM"
      or
      "â")
      as
      designated by CIC in superscript and clearly indicate CIC's ownership of the
      CIC
      Marks in any of Licensee's literature that mentions the Product. Licensee shall
      use the CIC Marks in accordance with CIC's reasonable instructions as
      communicated in writing to Licensee from time to time. Licensee shall not remove
      any proprietary designations included in the Product by CIC.

     

    
      
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    8. Confidentiality.
      Licensee acknowledges that in connection with this Agreement it will receive
      information confidential and proprietary to CIC. Licensee agrees not to use
      such
      information except in performance of this Agreement, and not to disclose such
      information to any other party. CIC agrees not to use information received
      from
      Licensee marked as confidential except in performance of this Agreement, and
      not
      to disclose such information to any other party. To the extent that Licensee
      and
      CIC have executed a separate confidentiality agreement related to the subject
      matter of this Agreement, and the terms of such separate agreement provide
      a
      higher level of protection or delineate obligations and/or responsibilities
      with
      a higher degree of specificity than this Agreement the terms of such separate
      agreement shall control the parities confidentiality obligations and
      responsibilities and such terms are hereby incorporated herein by reference.
      

    


    9. Infringement
      and Indemnity. If notified promptly in writing, and given sole control of the
      defense and all related settlement negotiations, CIC will indemnify, hold
      harmless and defend Licensee, its officers, directors, employees and agents
      from
      and against claims, losses, liabilities, demands, damages and costs and expenses
      in connection with a claim by a third party that the Product infringes a U.S.
      copyright, or patent. CIC will pay any costs, damages and attorney fees finally
      awarded by a court with regard to such third-party claims, up to the amount
      of
      license fees received by CIC hereunder, to the extent such claims are grounded
      on such copyright or patent infringement. CIC will have no liability for, and
      Licensee will defend and indemnify (including reasonable attorney fees and
      costs
      of litigation) CIC against, any claim arising from or based upon (a) any
      combination, operation or use of any Product with any equipment, data or
      programming not approved by CIC; (b) any alteration or modification of the
      Product Licensee makes without the prior written consent of an officer of CIC;
      and (c) any act, omission, representation of Licensee related to the Product
      other than in conformance with this Agreement. For any Product that becomes
      or
      in CIC's opinion is likely to become the subject of a copyright, patent
      infringement or other intellectual property action, CIC may, at its sole option
      and expense, procure the right for Licensee to continue using such Product
      or
      replace or modify the Product to become non-infringing.

    


    10. Term
      and
      Termination. This Agreement is for an initial term expiring one (1) year from
      the effective date hereof and shall be automatically renewed for successive
      one
      year terms unless either party notifies the other, in writing, one month prior
      to the expiration of the original term, or any renewal term, of its intent
      not
      to renew or unless this Agreement is otherwise terminated pursuant to the
      provisions hereof. Upon written notice to the other party either party may
      terminate this Agreement at any time in the event that the other party
      materially breaches this Agreement and fails to cure such breach within 15
      days
      after receiving notice of such breach. 

    


    11. Survival.
      Upon expiration or termination of this Agreement, Licensee will remain liable
      for all amounts due hereunder as of the effective date of such expiration or
      termination. The provisions of Sections 4, 5, 6, 7, 8, 9, 11 and 13 will survive
      expiration and termination of this Agreement. The license grant pursuant to
      Section 1 hereof shall also survive termination and expiration of this Agreement
      for those units of Product shipped to and paid for by Licensee, except to the
      extent that this Agreement is terminated by CIC for material breach, which
      includes but is not limited to breach of Licensee’s confidentiality obligations
      and infringement of CIC’s intellectual property rights.

     

    
      
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    12. Publicity.
      Within thirty days of the Effective Date hereof, CIC and Licensee shall issue
      a
      joint press release announcing the parties' relationship under this Agreement.
      Such release shall be jointly approved by the parties such approval shall not
      be
      unreasonably withheld or delayed. In connection with License's references to
      the
      Product, Licensee shall include appropriate CIC logos and trademarks in its
      materials and manuals in accordance with the provisions of Section 7 hereof.
      Within six months of effective date Licensee shall use reasonable commercial
      efforts to cooperate with CIC in creating a case study describing Licensee’s
      usage, benefit and ROI related to the Product. CIC shall be allowed to use
      such
      case study for the purpose of promoting, marketing and selling its products.
      

    


    13. Governing
      Law and Severability. This Agreement will be governed by and construed in
      accordance with the local laws of the State of California without regard to
      those provisions related to choice of law. This Agreement will not be governed
      by the United Nations Convention for the international sale of goods, if
      applicable. Any disputes shall be heard by the state or federal courts with
      jurisdiction to hear such disputes in San Mateo County, California. If for
      any
      reason a court of competent jurisdiction finds any provision of this License,
      or
      portion thereof, to be unenforceable, that provision of the License shall be
      enforced to the maximum extent permissible so as to effect the intent of the
      parties, and the remainder of this License shall continue in full force and
      effect.

    


    14. Entire
      Agreement. This Agreement and the Appendixes hereto, which are incorporated
      by
      reference, constitute the entire agreement between the parties pertaining to
      the
      subject matter hereof, and all written or oral statements and representations
      previously made or existing between the parties pertaining to such subject
      matter are expressly superseded. Any amendments to this Agreement must be in
      writing signed by the parties. 

    


    15. No
      Waiver. No waiver of any provision of or any right or remedy under this
      Agreement shall be effective unless in writing and executed by the party waiving
      the right. Failure to properly demand compliance or performance shall not
      constitute a waiver of a party's rights hereunder. 

    


    16. Assignment.
      Neither party may assign this Agreement without the prior written consent of
      the
      other party, which consent shall not be unreasonably withheld or delayed. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective allowed successors and assigns.

    


    17. U.S.
      Government Restricted Rights. 
      The
      Software and Documents are provided with RESTRICTED RIGHTS. Use, duplication,
      or
      disclosure by the U.S. Government is subject to restrictions as set forth in
      subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software
      clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
      Computer Software - Restricted Rights at 48 CFR 52.227-19 and successors
      thereof, as applicable. Contractor/manufacturer is Communication Intelligence
      Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, CA
      94065-1413.

    



    
      
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    In
      Witness whereof, the parties hereto have executed this Agreement effective
      as of
      the date first written above.

    


    
      	
              Communication
                Intelligence Corporation

            	 	
              Licensee

            
	
               

               

              By:

            	 	 	
               

               

              By:

            	 
	
               

               

              Title:

            	 	 	
               

               

              Title:

            	 
	
               

               

              Date:

            	 	 	
               

               

              Date:

            	 


    

    



    
      
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    APPENDIX
      A

    


    PRODUCT
      AND SPECIFICATIONS

    


    Sign-it
      for Acrobat

    


    Sign-it
      for Acrobat is a software application designed to give Acrobat users the ability
      to capture and embed handwritten and optionally, other types of e-signatures
      in
      any type of Adobe document. While capturing a handwritten e-signature, Sign-it
      captures and retains the underlying biometric information that uniquely
      describes the signatory. The binding and analysis feature of Acrobat allows
      the
      document recipient to check the document for document content to e-signature
      integrity ensuring that any and all modifications or changes made to a signed
      document will immediately be detected. Sign-it is integrated into the
      architecture of Adobe Acrobat that utilizes Acrobat's digital signature
      functions with Sign-it for document tracking, which provides an audit trail
      of
      all changes. If changes are noted, you can "roll back" the document to review
      these changes. You can also compare two versions of a signed document.


    


    Signatures
      are protected with 3DES encryption and hashing using the SHA-1 message digest
      algorithm. The product also provides an audit history of the document with
      regard to name, date, time, reason for signing and if the document was changed
      after signing. Signatures can be entered in real time or verified against a
      user’s biometric template or as a signature “stamp” (the latter two require
      Signature One for profile creation and administration) onto a document. A
‘stamp’ is a graphical representation of a handwritten signature that is stored
      in a database and protected with a password. 

    


     

    Key
      Features & Benefits:

     

    
      	Ø  	
              Simply
                User Interface: Prompts the signer to enter (optionally, automatically
                populates) necessary data describing the signing
                event

            


    

    
      	Ø  	
              Flexible
                methods of signing: Sign documents with a simple click of the mouse,
                handwritten signature, biometrically verified signature, voice, signature
                stamp, fingerprint or PIN/PWD. 

            


    

    
      	Ø  	
              Display
                of validation status: Display validation status to ensure that recipient
                has ability to visually discern the validity of the
                document.

            


    

    
      	Ø  	
              Secure:
                Uses Secure Hash Algorithm (SHA-1) , Triple DES encryption and X.509v3
                digital certificates to create a secure “Ceremony Token” that includes the
                signature, document hash and Ceremony
                data.

            


    

    
      	Ø  	
              Review
                & Audit: Use Adobe’s architecture to track the history of the document
                and view the details of the signature with regard to name, date,
                time,
                reason for signing and type of signature
                used.

            


    

    
      	Ø  	
              Portable:
                Once signed, the signature is bound to the document and can be securely
                transferred electronically. 

            


    

    
      	Ø  	
              Pre-
                population of forms: The form author can customize the signature
                area to
                gather data (for eg: Name, Location, SS# etc) from other fields in
                the
                document. 

            


    

    
      	Ø  	
              Sectional
                Signing: Allows the form author to associate and lock specific fields
                to a
                particular signature.

            


    

    
      	Ø  	
              Sequential
                Signing: The form author can create forms to automatically guide
                a signor
                through various signatures in a
                document.

            


    

    
      	Ø  	
              Advanced
                SDK features (separate toolkit): 

            


    

    
      	o  	
              Extract
                signature from document

            


    

    
      	o  	
              Create
                pre-populated signature field dynamically at form creation
                time

            


    

    
      	o  	
              Create
                additional signature modules

            


    

     

    Technical
      Specifications:

     

    
      	·  	
              Adobe®
                Acrobat®
                v6.0 or 7.0 for creation of signature boxes and/or signing
                

            


    

    
      	·  	
              Adobe®
                Reader®
                6.0/7.0 (PDF documents need to be prepared with Adobe®
                Document Server for Reader® Extensions)
                for signing 

            


    

    
      	·  	
              Windows
                2000 SP3 or XP SP2 (including Tablet PCs)


            


    

    
      	·  	
              Pen
                input device for handwriting input

            


    

    
      	·  	
              Admin
                rights required for installation of Sign-it 
                

            


    

    
      	·  	
              Minimum
                8 MB hard disk space 

            


    


    
      
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    APPENDIX
      B

    


    LICENSE
      FEES, AND PAYMENT TERMS

    PORTING
      SERVICES, FEES and PAYMENT TERMS

    


    A. LICENSE
      FEES, REPORTING AND PAYMENT TERMS

    


    
      	 	
              1.

            	
              License
                fees. 

            


    

    


    _____________________________________________________________
      

    a.

    b.

    c.

     

    2. Payment
      terms.

    


    a. _______________________________________________________

    


    
      	 	
              b.

            	
              Late
                payments shall accrue interest at 1.5% per month or the maximum rate
                allowable by law, whichever is
                lower.

            


    

    


    


    B. PORTING
      SERVICES, FEES AND PAYMENT TERMS (NOT APPLICABLE)

    


    1. Porting
      Services.

    


    2. Porting
      Fees.

    


    3. Payment
      terms.

    


    a. Porting
      fees shall be due and payable _______

    


    
      	 	
              b.

            	
              Late
                payments shall accrue interest at 1.5% per month or the maximum rate
                allowable by law, whichever is
                lower.

            


    

    


    


    


    



    
      
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    APPENDIX
      C

    


    MAINTENANCE
      TERMS

    


    Except
      as
      specifically provided herein, Licensee shall be responsible for technical
      support to the end-users. CIC
      shall
      provide the following maintenance and support for the Product:

    


    
      	
              A.

            	
              Definitions.
                For purposes of this Appendix, the following terms shall have the
                following meanings. Any terms not defined in this Appendix shall
                have the
                meaning set forth in the Agreement.

            


    

    


    
      	 	
              1.

            	
              Error(s):
                means any verifiable and reproducible failure of the Product to materially
                conform to the specification for such Product. The term “Error” shall not
                include any failure of the Product that: (a) results from the misuse
                or improper use of the Product; (b) does not materially affect the
                operation and use of the Product; (c) results from any modification
                to the Product not made by or on behalf of CIC; or (d) results from
                the failure to incorporate or use any Updates or bug fixes after
                such are
                made available to Licensee by CIC .

            


    

    


    
      	 	
              2.

            	
              Error
                Correction(s): shall mean either (a) a modification or addition to
                or
                deletion from the Product that, when made to such Product, materially
                conforms the Product to the specifications for such Product, or (b)
                a
                procedure or routine that, when observed in the regular operation
                of the
                Product, eliminates the material adverse effect of such Error on
                Licensee
                or its customers.

            


    

    


    
      	 	
              3.

            	
              Major
                Error: means any demonstrable Error in the Product that: (a) causes
                the
                Product to have a significant loss of intended function as set forth
                in
                the specifications for the Product; (b) causes or is likely to cause
                data
                to be lost or destroyed; or (c) prevents the Product from being installed
                or executed on the properly configured
                environment.

            


    

    


    
      	 	
              4.

            	
              Moderate
                Error: shall mean any demonstrable Error in the Product that: (a)
                causes
                the Product to operate improperly; or (b) produces results materially
                different from those described in the specifications, but which error
                does
                not rise to the level of a Major
                Error.

            


    

    


    
      	 	
              5.

            	
              Minor
                Error: shall mean any demonstrable Error that: (a) causes a function
                to
                not execute as set forth in the specifications for the Product, without
                a
                significant loss of intended functionality; or (b) disables one or
                more
                nonessential functions.

            


    

    


    
      	 	
              6.

            	
              First
                Level Technical Support: shall mean Licensee's or its authorized
                technical
                support agents' attempts to identify and resolve Errors remotely,
                by
                telephone, e-mail and fax communication.


            


    

    


    
      	 	
              7.

            	
              Second
                Level Support: shall mean support of Licensee’s or its authorized
                technical support agent’s First Level Technical Support personnel to
                identify and resolve Errors remotely, by telephone, e-mail or fax
                communication.

            


    

     

    
      	 	
              8.

            	
              Workaround:
                shall mean that CIC has diagnosed the Error and has implemented,
                or
                enabled Licensee to implement, a temporary solution that allows the
                Product to regain functionality and provide all major functions in
                accordance with the specifications for the
                Product.

            


    

    


    
      
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              9.

            	
              Update:
                shall mean a version of the Product containing changes, including
                but not
                limited to, bug fixes, correction of errors and minor optimization
                improvements not rising to the level of an Upgrade. An Update shall
                mean
                for example the change from version x.1 to x.2 and/or version x.x.1
                to
                x.x.2.

            


    

    


    
      	 	
              10.

            	
              Upgrade:
                shall mean a version of the Product containing changes, including
                but not
                limited to enhancements, major optimization improvements and new
                functionality for which CIC charges similarly situated Licensees.
                An
                Upgrade shall mean for example the change from version 2.x.x to
                3.x.x

            


    

    


    B. Services

    


    
      	 	
              1.

            	
              Licensee
                Responsibilities. Licensee will provide all on site technical support
                with
                respect to the Product. Licensee agrees to notify CIC in writing
                promptly
                following the discovery of any Error. CIC agrees to make available
                to
                Licensee a list of known Errors and to notify Licensee in writing
                promptly
                following the discovery of any Error. Further, upon discovery of
                an Error,
                Licensee agrees, if requested by CIC, to submit to CIC a list of
                output
                and any other data that CIC may reasonably require to reproduce the
                Error
                and the operating conditions under which the Error occurred or was
                discovered. All information, oral or written, communicated between
                the
                parties concerning any Errors, is deemed to be Confidential Information
                and shall be governed by Section 8 of the
                Agreement.

            


    

     

    
      	 	
              2.

            	
              CIC
                Telephone and Online Support. Technical support communications between
                Licensee and CIC will include electronic mail, facsimile, and telephone.
                CIC’s support e-mail address is: tech_support@cic.com. CIC’s support fax
                number is: 650-802-7777, and faxes should be addressed to Technical
                Support Department. The technical support telephone is: 800-888-8242,
                and
                will be adequately staffed by a customer technical support representative
                during CIC’s normal business hours of 8 a.m. to 5 p.m. Pacific time
                (“Support Hours”). Voicemail is provided when the line is busy and during
                non-business hours.

            


    

    


    
      	 	
              3.

            	
              CIC
                Response to Errors. CIC will provide Second Level Support to Licensee
                to
                ensure a consistent and high level of operation of the Product. In
                the
                event Licensee notifies CIC of an Error in the Product, CIC will
                provide
                Second Level Support to Licensee or Licensee’s authorized technical
                support agent to facilitate the implementation of an Error Correction
                to
                the Product. CIC shall use commercially reasonable efforts to correct
                Errors in accordance with the below response times, with as little
                disruption to Licensee’s service as commercially
                practicable.

            


    

    


    
      	 	
              (a)

            	
              Major
                Errors. CIC shall, within four hours of the receipt of notice of
                any Major
                Error, contact Licensee to verify such Major Error and begin a resolution
                process. Upon CIC’s verification of such Major Error, CIC will use its
                commercially reasonable efforts to provide a Workaround for such
                Major
                Error, and will use its commercially reasonable efforts to provide
                an
                Error Correction for such Major Error until such Error Correction
                is
                provided.

            


    

    


    
      
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              (b)

            	
              Moderate
                Errors. CIC shall, within 24 hours of the receipt of notice of any
                Moderate Error, contact Licensee to verify such Moderate Error. Upon
                CIC’s
                verification of such Moderate Error, CIC will use its commercially
                reasonable efforts to provide a Workaround for such Moderate Error.
                CIC
                will use reasonable commercial efforts to provide an Error Correction
                for
                such Moderate Error in the next scheduled maintenance release of
                the
                Product.

            


    

    


    
      	 	
              (c)

            	
              Minor
                Errors. Upon CIC’s receipt of notice of a Minor Error and upon CIC’s
                verification of such Minor Error, CIC will initiate work to provide
                Error
                Correction for such Minor Error in the next regular release of the
                Product.

            


    

    


    
      	
              C.

            	
              Exclusions
                from Support Services. Support Services under this Appendix C include
                Second Level Support for the Product. Support Services do not include
                support for any failure or defect in the Product caused by any of
                the
                following: 

            


    

    


    
      	 	
              1.
                

            	
              the
                improper use, alteration, or damage of the Product by Licensee or
                persons
                other than CIC employees or consultants;
                or

            


    

    


    
      	 	
              2.
                

            	
              modifications
                to the Products not made or authorized by CIC, unless such modifications
                were made by a CIC employee, subcontractor, agent, or other third
                party
                acting on behalf of CIC.

            


    

    


    
      	
              D.

            	
              Updates
                and Upgrades. CIC will make Updates and Upgrades (as defined above)
                available to Licensee from time to time upon the completion of such
                Updates and Upgrades.

            


    

    


    
      	
              E.

            	
              Maintenance
                and Support Fees: 

            


    

    


    
      	 	
              1.

            	
              For
                maintenance and support anticipated by the provisions of this Appendix
                C
                as delineated above, Licensee shall pay CIC __________________________.
                Additionally, Licensee shall reimburse CIC for actual and pre-approved
                travel, meals and lodging expenses incurred in providing on-site
                maintenance and support hereunder. Such fees shall be paid within
                15 days
                after the date of receipt, by Licensee, of CIC's invoice together
                with
                documentation substantiating the hours worked and expenses incurred
                pursuant to this Section.

            


    

    


    
      	 	
              2.

            	
              For
                maintenance and support outside of the scope of the Product's
                specifications and not otherwise provided for herein, Licensee shall
                pay
                CIC __________per hour, plus actual and pre-approved travel, meals
                and
                lodging expenses. Such fees shall be paid within 15 days after the
                date of
                receipt, by Licensee, of CIC's invoice together with documentation
                substantiating the hours worked and expenses incurred pursuant to
                this
                Section.

            


    


    
      
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    APPENDIX
      D

    


    OTHER
      OBLIGATIONS AND COMMITMENTS OF LICENSEE AND CIC

    


    A. OTHER
      OBLIGATIONS OF LICENSEE (NOT APPLICABLE) 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      	B.  	
              OTHER
                OBLIGATIONS OF CIC (NOT
                APPLICATION)

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
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      APPENDIX
        E

      


      WARRANTY
        AND FORCE MAJEURE 

      


      A. Sign-it
        for Acrobat (the “Software Product”)

      


      Warranty.
        CIC warrants that the Software Product will substantially conform to the
        published specifications. This warranty will remain in effect for ninety
        days
        from delivery of the Software Product. As soon as commercially practical,
        but in
        no more than fifteen days, from the date Licensee notes a condition, occurring
        within such ninety day warranty period, that it believes to be covered by
        this
        warranty it shall notify CIC of such condition in writing. CIC shall address
        the
        matter, so noted, pursuant to the Maintenance Terms hereof as set forth in
        Appendix C. After such ninety-day period, maintenance and support shall be
        provided pursuant to Appendix C, so long as Maintenance fees are current.
        

      


      
        	
                B.

              	
                CIC’s
                  Toolkit allowing Licensee to construct its own version of SignatureOne
                  Software Server (the “Server”)

              


      

      


      
        	 	
                1.

              	
                Warranty.
                  CIC warrants that the CIC components of the Server will substantially
                  conform to the specifications as set forth in Appendix F, hereto,
                  the
                  Statement of Work (“SOW”). This warranty shall remain in effect for ninety
                  days from the date so designated for this purpose as set forth
                  in the SOW.
                  As soon as commercially practical, but in no more than fifteen
                  days, from
                  the date Licensee notes a condition, occurring within such ninety
                  day
                  warranty period, that it believes to be covered by this warranty
                  it shall
                  notify CIC of such condition in writing.


              


      

      


      
        	 	
                2.

              	
                Cure.
                  CIC shall have thirty days from the receipt of the notice per Section
                  B1
                  in which to cure the nonconformance to Licensee’s reasonable commercial
                  satisfaction. If after such thirty-day period CIC has not cured
                  the
                  nonconformance, Licensee shall be entitled to a refund of the license
                  fee
                  paid to CIC for the Server. Upon such occurrence Licensee shall
                  return to
                  CIC all CIC components of the Server and related materials including
                  written documentation. 

              


      

      


      C. Force
        Majeure

      


      Neither
        party shall be liable for its failure to perform any of its obligations
        hereunder during any period in which such performance is directly delayed
        by the
        occurrence of events beyond the control of the failing party such as fire,
        explosion, flood, storm or the acts of God, war, embargo, riot, or the
        intervention of any governmental authority, provided that the party suffering
        the delay notifies the other party of such delay within a reasonable commercial
        time.


      
        
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      EXHIBIT
        F

      


      SignatureOne
        Software Toolkit SOW

       

      Overview:

       

      


      Handwritten
        signatures can be entered in real time or verified against a user’s biometric
        template. However SignatureOne server is required to apply a signature that
        requires verification.

       

      SignatureOne
        provides the unique capabilities of user administration, support for biometric
        and cryptographic authentication, and a comprehensive digital transaction
        log of
        every signature in every document within a single offering. SignatureOne
        provides an extensible infrastructure to allow the enterprise or software
        developers to create a repository for any combination of electronic biometric
        technologies. SignatureOne requires CIC’s web user interface and an active
        internet connection to create and manage profiles. The SignatureOne’s profile
        management does not interact with third party customer management
        systems.

       

      The
        first
        phase of the implementation by SOC, will be to implement a solution that
        _______________________________ . The second phase of the implementation
        will be
        to add ______________________to the first phase implementation.

      


      CIC
        will
        provide all the necessary tools and support required to allow SOC to create
        SignatureOne style profiles for _________________. These profiles can be
        managed
        by SOC’s Customer Management System. These profiles can then be used to
        _________________________________________it to the PDF document.

      


       

      Assumptions

       

      
        	·  	
                Development
                  environment -
                  ______________________________________.

              


      

      
        	·  	
                Snap-On
                  will perform the creation/management of profiles between the Customer
                  Management System and the SignatureOne
                  profiles.

              


      

      


       

      Timelines

       

      The
        timelines defined below are estimated completion dates. Final delivery dates
        may
        vary.

      


      
        	·  	
                BETA
                  Release - Functional Solution with Documentation and examples
                  

              


      

      ________________________________

      
        	·  	
                FINAL
                  RELEASE - Functional Solution with Documentation, examples, and
                  release
                  notes

              


      

      _______________________________________________

      


    

     

     

     

     

     

     

    
      
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