exv10w15







Exhibit 10.15




Table of Contents




	 	 	 	 	 	 	 
	 

	 	 	1	 	 	SCIPS® Software License
	 
	 	 	 	 	 	 
	 

	 	 	2	 	 	Terms and Conditions
	 
	 	 	 	 	 	 
	 

	 	 	3	 	 	Maintenance Matrix
	 
	 	 	 	 	 	 
	 

	 	 	4	 	 	Privacy Policy
	 
	 	 	 	 	 	 
	 

	 	 	5	 	 	Cyberscience Contract
	 
	 	 	 	 	 	 
	 

	 	 	6	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	7	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	8	 	 	 






 









 





EXECUTION VERSION




SOFTWARE LICENSE, MAINTENANCE AND




PROFESSIONAL SERVICES AGREEMENT




     THIS SOFTWARE LICENSE, MAINTENANCE AND PROFESSIONAL SERVICES AGREEMENT (this
“Agreement”) is entered into as of this 24th day of January, 2006, “Effective Date”; by and
between SCIPS.com, Inc., a Pennsylvania corporation, with a principal place of business at 8794
Easton Road, Suite A, Revere, PA 18953, and a mailing address of P.O. Box 195 Ottsville, PA 18942,
its successors and assigns (“SCIPS.com” or “Licensor”); and LEBANON MUTUAL
INSURANCE COMPANY, a Pennsylvania corporation, with a principal place of business at 137 West Penn
Avenue, Cleona, PA 17042 and a mailing address of P.O. Box 2005, Cleona, PA 17042
(“Licensee”).



     NOW THEREFORE, in consideration of the covenants and conditions contained herein, the parties
hereto, intending to be legally bound hereby, do agree as follows:



     1. Grant of License; Parties. Licensor hereby grants to Licensee a non-exclusive,
non-transferable (except as hereinafter provided) license to use the SOFTWARE described in Section
6. below at any location of Licensee, for Licensee’s information processing needs, upon the terms
and conditions contained herein and in the Terms and Conditions for the License of Software,
attached hereto as Exhibit “A” (the “Terms and Conditions”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Terms and Conditions. The
license granted hereby shall be transferable solely to an entity wholly-owned by Licensee and only
after prior written notice to Licensor. Licensee shall not have any rights to the name
“SCIPS.com”, “SCIPS.com, Inc.”, “SCIPS” or any version of the term “SCIPS.com” used in conjunction
with the term “Software.”



     2. Effective Date of Agreement; Term of Agreement. This Agreement is effective as of the
date set forth above (the “Effective Date”). The term of this Agreement shall be three (3)
years from the Effective Date (the “Term”) and shall automatically renew for additional one
(1) year terms, except as otherwise set forth in this Agreement.



     3. Termination of Agreement.



     Termination. Either party may terminate this Agreement at the expiration of the Term,
or any extensions thereof, upon written notice to the other party not less than ninety (90) days
prior to the expiration of the Term, or any extensions thereof. Otherwise, the Term of this
Agreement shall automatically renew for additional terms of one (1) year, upon the same terms and
conditions as set forth herein.



     Licensor Termination. Licensor may, by prior written notice to Licensee, terminate
this Agreement and/or any license granted under this Agreement, and/or suspend further performance
under this Agreement without terminating this Agreement if: (i) Licensee fails to pay Licensor any
amount due hereunder, provided that Licensor has given written notice of such failure to Licensee
and Licensee has not paid such amount due, or entered into an agreement with Licensor with respect
to such amount due, within thirty (30) days of Licensor’s written notice to Licensee



1









 




EXECUTION VERSION



of such failure; or (ii) Licensee breaches any of its obligations under this Agreement in any
material respect and fails to cure such breach within thirty (30) days of Licensor’s written notice
to Licensee of such breach.




     Licensee Termination. Licensee may terminate the Agreement if Licensor breaches this
Agreement in any material respect and fails to cure such breach within thirty (30) days of
Licensee’s written notice to Licensor of such breach. In the event that Licensee terminates the
Agreement pursuant to this subsection, Licensor shall retain any fees due hereunder (including but
not limited to the Support Fee) paid or payable to Licensor, prorated to correspond to the portion
of the then current Term for which Licensor has provided services to Licensee, but shall return the
balance of such fees to Licensee.



     Effect of Termination. Immediately upon termination of this Agreement, Licensee shall
discontinue and cease all use of the Software and Documentation and, at Licensor’s exclusive
option, return to Licensor or destroy all Software and Documentation and all copies thereof in any
form (including translations and compilations), whether partial or complete, and whether or not
modified or merged into other software acquired or developed by or on behalf of Licensee, except as
provided otherwise by paragraph 11. If requested by Licensor, Licensee shall certify in writing as
to Licensee’s compliance with this Section as to the return or destruction of such Software and
Documentation and all copies thereof. Licensor shall have the right to use reasonable means to
verify Licensee’s actual compliance with such certification, including without limitation,
reasonable access to Licensee’s facilities to inspect Licensee’s equipment, records and employees,
upon giving reasonable, prior written notice to Licensee.



     Change in Control. Upon the occurrence of a Change in Control, either party hereto
shall have the option to terminate this Agreement one hundred and twenty (120) days after the
terminating party delivers written notice to the other party. In the event that Licensee
terminates the Agreement pursuant to this subparagraph, neither the Support Fee (hereinafter
defined) nor any other fee collected pursuant to the terms of this Agreement shall be refunded to
Licensee. Any amounts accrued, outstanding and/or owed to Licensor as of the date of the
termination of this Agreement due to a Change in Control shall be immediately due and payable to
Licensor.



     4. Effective Date of License. Licensee’s license to use the Software commences upon the
Effective Date.



     5. Payment and Services Provided; Fee. Licensee shall pay to Licensor a fee of NINETY-FIVE
THOUSAND DOLLARS ($95,000.00) (the “Support Fee”) for annual general support (not including
agency support) (“Annual Support”) for each year (or any part of a year) constituting a
Term. The initial Support Fee is due and payable 30 days from the installation and acceptance of
Licensee of the first line of business (BOP) and will be payable in equal installments over each
twelve (12) month increments upon the execution of this Agreement. Licensee shall provide Licensor
with fifteen (15) days written notice of its desire to have specific development/enhancement
support work performed. The Support Fee, and fees for any other services provided by Licensor
shall increase by six percent (6%) per year for each year of the Term, and any extensions thereof.
Additionally Licensee shall pay licensor a one time fee of THREE-HUNDRED SEVENTY-FIVE THOUSAND
DOLLARS ($375,000.00) (the “Right to 



2









 




EXECUTION VERSION



Use Fee”) for the right to use the SCIPS.com, Inc. System (SCIPS®). The “Right to
Use Fee” will be payable on the following schedule:




     * Twenty-Five Percent (25% — $93,750) — at contract signing



     * Twenty-Five Percent (25% — $93,750) — when the first line of business is installed,
tested and accepted by Licensee (BOP)



     * Twenty-Five Percent (25% — $93,750) — 90 days after acceptance of the first line
business (BOP)



     * Twenty-Five Percent (25% — $93,750) — Upon system acceptance by Licensee



     “Annual Support” or “Support” is defined as the support, maintenance and
repair of the Software and the System as it works as of the Effective Date. Any changes to the
Software or the System beyond the functionality, capability or design as of the Effective Date,
constitute custom changes. Support also encompasses database integrity support so long as the
database design was not changed or altered by anyone other than Licensor. Support also includes
“Maintenance”, as that term is defined in Exhibit “A”.



     “Right to Use” or “RTU” is defined as the reasonable usage of the system
throughout the term of the contract as long as a valid support contract is maintained.
“RTU” also assumes that the SCIPS® system will not be used for other purposes not defined
herein. In the event that a valid support contract (“Support”) is no longer maintained
then Licensor will retain the right to non-renew this contract at the expiration date of the term
in which “Support” was terminated.



     Licensor agrees to perform any of the following services that it is not otherwise obligated to
perform pursuant to other provisions in this Agreement, at the rates listed below, provided that
Licensee has given Licensor prior authorization for same in the form of a written work or purchase
order and provided that Licensee is not in default of this or any other agreement with Licensor.
Prior to performing any of the following services, or any other services not covered elsewhere in
this Agreement, Licensor will provide a written work proposal with an estimate of all related
charges (meaning total service fees and reimbursable expenses) for informational purposes. If the
work proposal involves design specifications that must subsequently be approved by Licensee, then
the charges estimated in connection with approved design specifications shall become binding upon
Licensor to the extent that Licensor will be required to complete all proposed work, but Licensor
will receive only fifty (50%) percent of the service fees to which it would otherwise be entitled
pursuant to this Agreement for any billed service fees in excess of one hundred twenty (120%)
percent of the estimated service fees.



	 	 	 	 	 
	SCIPS® Support
	 	$	95,000.00	 
	 
	 	 	 	 
	SCIPS® RTU
	 	$	375,000.00	 






	 	 	 
	Services
	 	 
	* Custom Programming
	 	$132.50/hour
	* Data Entry
	 	$  65.00/hour






3









 




EXECUTION VERSION




	 	 	 	 
	* Onsite / Offsite Training
	 	$	135.00/hour
	* Non-SCIPS Programming
	 	$	250.00/hour
	* Server Rebuilding — Onsite
	 	$	6,500.00/server
	* Server Rebuilding — Offsite
	 	$	5,000.00/server
	* UNIX/LINUX Support (no contract)
	 	$	215.00/hour
	     - Includes Adding users, setting up printers, assisting with firewall
issues, agents setup	 	 	 
	* Windows Desktop Support (no contract)
	 	$	175.00/hour
	* Travel — actual cost plus 25% Administration
Fee
	 	 	 
	* Offsite Backups (no contract)
	 	$	300.00/week
	* Offsite Backups Replication (no contract)
	 	$	1,000/per trial
	* Web Programming
	 	$	132.50/hour






     No contract — these are the prices if no support contract is in place.



     6. Software. The “Software” as used herein means all aspects and elements of the
SCIPS.com system (the “System”), including but not limited to computer program libraries,
related binaries and script files, and the Source Code (provided, however, that Licensee shall not
have full dominion or control over the Source Code).



     7. Insurance Policy Types. Within sixty (60) days of Licensee’s delivery to Licensor of the
Pennsylvania Insurance Department’s approval of rates, forms and rules with respect to the
Software, Licensor shall complete the engineering, installing and the initial implementation of the
customization of the Software to serve Licensee’s data processing needs with respect to the
following types of insurance policies:



	 	 	 	 	 
	 

	 	A.
	 	Homeowners
	 

	 	B.
	 	Dwelling Fire/Combination Dwelling
	 

	 	C.
	 	Mobile-Homeowners
	 

	 	D.
	 	Personal Umbrella
	 

	 	E.
	 	Personal Inland Marine
	 

	 	F.
	 	Personal Automobile
	 

	 	G.
	 	Commercial Automobile
	 

	 	H.
	 	Business Owners
	 

	 	I.
	 	Special Contractors
	 

	 	J.
	 	Commercial Property
	 

	 	K.
	 	Commercial Inland Marine
	 

	 	L.
	 	Commercial Crime
	 

	 	M.
	 	Commercial Glass
	 

	 	N.
	 	Commercial Business Income
	 

	 	O.
	 	Commercial General Liability
	 

	 	P.
	 	Commercial Umbrella
	 

	 	Q.
	 	Commercial Workers Compensation
	 

	 	R.
	 	Commercial Boiler and Machinery
	 

	 	S.
	 	Portfolio Policy (LMP and / or Port)
	 

	 	T.
	 	Boat Owners






4









 




EXECUTION VERSION




     Upon Licensor’s request, Licensee shall provide Licensor with a written acknowledgement that
the initial implementation of customization is complete to Licensee’s reasonable satisfaction.
There shall be no additional fee due to Licensor for the completion of the work described in this
Section 7. Licensee agrees to provide, in an appropriate and prompt manner, all necessary and
statistical data records and other such information necessary for Licensor to comply with its
duties and responsibilities pursuant to this Agreement.



     8. Notices of Non-compliance. Each party is obligated to and agrees to provide the other
party with thirty (30) days written notice of default due to non-performance or noncompliance other
than for the payment of money. All notices required in this Section and elsewhere in this
Agreement shall be in writing in accordance with the terms of this Agreement.



     9. Financial Systems. Within One-Hundred Twenty (120) days of Licensee’s delivery to
Licensor of the Pennsylvania Insurance Department’s approval of rates, forms and rules with respect
to the Software, Licensor will complete the engineering, installation and initial implementation of
the customization of the Software to serve Licensee’s data processing needs with respect to the
following financial systems:




	 	A.	 	Accounts Receivable — Direct Bill (with the exception of Direct Bill Non-Pay
Cancellation Notice, which shall be engineered, installed and customized within
One-Hundred Twenty (120) days of Licensee’s delivery to Licensor of the Pennsylvania
Insurance Department’s approval of rates, forms and rules with specific to the
Direct Bill Non-Pay Cancellation Notice)
	 
	 	B.	 	Premium Reporting






	 	a.	 	Direct
	 
	 	b.	 	Facultative
	 
	 	c.	 	Treaty (non-Facultative)
	 
	 	d.	 	Net






	 	C.	 	Loss Reporting






	 	a.	 	Direct
	 
	 	b.	 	Facultative
	 
	 	c.	 	Treaty (non-Facultative)
	 
	 	d.	 	Net






	 	D.	 	Reinsurance Reporting






	 	a.	 	Bordereaux






	 	i.	 	Umbrella






	 	1.	 	Personal
	 
	 	2.	 	Commercial






	 	E.	 	Various Utilities and Tables
	 
	 	F.	 	Various Management Reports





5









 




 EXECUTION VERSION



     Upon Licensor’s request, Licensee shall provide Licensor with a written acknowledgement that
the initial implementation of customization is complete to Licensee’s reasonable satisfaction.
There shall be no additional fee due to Licensor for the completion of the work in this Section 9.
Licensee has an obligation to provide accurate data to Licensor and Licensee shall hold Licensor
harmless in the event that it does not provide accurate data. Licensee shall provide Licensor with
access to Licensee’s systems in order to support the Software and perform Licensor’s obligations
hereunder, including, without limitation, Internet (remote) access and physical onsite access as
reasonably requested by Licensor.



     10. Source Code Custodian.



          (a) The parties agree that MSO, Inc., (formerly known as “The Mutual Service Office, Inc.”)
(“Custodian” or “SCC”) with an address at 139 Harristown Road, Glen Rock, NJ 07452,
shall serve as the custodian of the source code, data dictionary, and related documentation
relating to the Software (collectively, the “Source Code”), such services to be paid for by
Licensor. Upon the Effective Date of this Agreement, Licensor shall deposit with SCC one (1) copy
of the Source Code for Licensee’s current production release of the Software. Licensor agrees to
promptly update the Source Code each time Licensor updates the compiled version of Licensee’s
production release of the Software. The SCC shall be obligated to make the Source Code available
to Licensee according to Licensee’s needs during the Term. Unless and until the Agreement is
terminated by either party due to a Change of Control, SCC shall be obligated to release the Source
Code to Licensee without charge in the event (a) Licensor files a petition in bankruptcy or if
involuntary bankruptcy proceedings are started against Licensor; (b) Licensor makes an assignment
for the benefit of creditors; (c) Licensor is or resolves to be dissolved or liquidated in any
manner other than a merger or sale of all or substantially all of its assets; and/or (d) Licensor
becomes temporarily or permanently unable to provide services or support obligations imposed on it
under the Agreement, where such inability has a material adverse impact on Licensee (hereinafter,
an “Emergency”), subject to the seven (7) day cure period set forth in subparagraph (b) herein.
Upon the Effective Date of this Agreement, Licensor shall also deposit with SCC one (1) copy of the
Source Code (current as of January 1, 2006) for Licensee’s current production release of the
Software (collectively, the “January 1 Code”). Unless and until a Change in Control
occurs, SCC shall be obligated to make the January 1 Code available to Licensee according to
Licensee’s needs during the Term.




          (b) In the event Licensee believes in good faith that an Emergency has occurred, Licensee
will provide simultaneous written notice to Licensor and the SCC, by facsimile and overnight
delivery, of the occurrence of the Emergency and a request that the SCC release the Source Code
(unless a Change of Control has occurred). Licensor shall have seven (7) days to object in writing
to Licensee’s notice, which objection must be provided by facsimile and overnight delivery
simultaneously to Licensee and the SCC. If Licensor does not object, the SCC shall release the
Source Code (unless a Change of Control has occurred) to Licensee in accordance with the provisions
of subparagraph (a). If Licensor does object, the SCC will notify Licensor and Licensee of the
existence of the dispute simultaneously by facsimile and overnight delivery no later than the next
business day after receiving the objection. In that event, the SCC






6









 





EXECUTION VERSION




will continue to store the
Source Code without release pending (a) joint instructions from Licensor and Licensee; or (b) order
of Court.




     11. No Viruses/Security. Licensor hereby warrants that it has neither done nor will do
anything that could disable, impair or otherwise restrict Licensee’s rights under this Agreement or
Licensee’s use of the Software through the programming or installation of any Software components
such as, but not limited to, time or date sensitive devices, hidden instruction sets, or viruses.
Licensor hereby warrants that the Software contains no disabling codes or coding capable of
interfering with Licensee’s rights hereunder, or Licensee’s use of the Software, in any way
whatsoever. SCIPS will provide best effort security on Licensee’s data that is retained on SCIPS
servers, backups, off-site storage or other locations not in the control of Licensee but in the
control of SCIPS. In the event that there is a security breach on SCIPS servers, backups, off-site
storage or other locations not in the control of the licensee but in control of SCIPS, SCIPS will
assume all notice requirements imposed upon Licensee by law or regulation.



     12. Restrictions on Use. Licensee agrees to use the Software solely for Licensee’s own
business. It is expressly agreed that Licensee may, at Licensee’s sole option, use the Software at
or from any location, provided that Licensee complies with the Concurrent User restrictions
contained in Section 3(b) of the Terms and Conditions. Licensee, directly or indirectly, alone or
with any other person or entity, shall not:



               (i) Distribute, transfer, resell, rent, lease, sublicense or loan the Software or the
Documentation, or any portion thereof, to any other person or entity;



               (ii) Make the Software or the Documentation available to others in a service bureau
arrangement or for any similar commercial, time-sharing and/or third-party training use;



               (iii) Transfer the Software or Documentation to any person or entity for outsourcing or any
other purpose without the express prior written consent of Licensor; or



     13. Copies. Subject to the other terms and conditions of this Agreement and the Terms and
Conditions, Licensee may, at any time during the Term of this Agreement, make copies of the
Software as may in Licensee’s reasonable discretion be necessary or convenient for testing and
normal operations. All copies of the Software and/or any Documentation shall include all
copyright, trademark, restricted rights and other proprietary notices as originally provided
therein. Any copy of the Software made by Licensee is subject to this Agreement, the Terms and
Conditions and any modification thereto.



     14. Modifications; Reverse Engineering. Licensee is prohibited from reselling or
sublicensing the Software that it has modified. If Licensee makes any changes to the Software, it
does so at its own risk. Licensee shall hold Licensor harmless for any modifications, alterations,
enhancements, or other changes to the Software made by Licensee.



     15. Hardware. Licensee shall hold Licensor harmless for all hardware errors, failures and
problems, except those caused solely by Licensor. The parties recognize and agree that



7









 




EXECUTION VERSION



Licensor
does not warrant the performance of any hardware, provided, however, that this
Section shall not be construed to negate, lessen or alter the warranties of Licensor set forth
in Section 21 herein.




     16. Initial Training; Meetings. Licensor agrees to provide Licensee with ten (10),
eight-hour (8 hour) days of on-site training at 137 West Penn Avenue, Cleona, PA, during the first
six (6) months following the date of this Agreement at no additional charge. Additional off-site
training may occur at 8794 Easton Road, Suite A., Revere, PA, or at any other location mutually
agreed upon by the parties, in accordance with Licensor’s then-existing hourly rates, as set forth
herein. In addition, at no additional charge during the initial Term of this Agreement (one year
from the Effective Date), Licensor shall make available to Licensee, within the first six (6)
months, for a one (4) hour meeting every four (4) weeks, a member of Licensor’s staff. Such member
shall be of an appropriate experience level, as reasonably determined by Licensor. Licensor and
Licensee shall reasonably determine the dates and times of such meetings.



     17. New Releases. (ONLY IF ANNUAL MAINTENANCE IS PURCHASED) Throughout the Term, Licensor
shall, upon Licensee’s written request, at no additional charge to Licensee, provide Licensee with
any and all new releases of the Software (including, but not limited to, releases of the Software
for use on alternate operating systems/platforms). Licensor must also notify Licensee of any and
all corrections, bug fixes, Enhancements, Updates, Upgrades or other modifications, including
custom modifications to the Software (the “updates”), within thirty (30) days after the
updates are available for release, and provide same to Licensee for no charge, at Licensee’s
request. The foregoing notwithstanding, during the Term, Licensor will continue to provide the
maintenance services set forth in this Agreement for the version of the Software then currently
used by Licensee, irrespective of Licensor’s then current general release of the Software.



     18. Error Correction; Response Time. Licensor shall, as part of its Annual Support
obligations, expend all commercially reasonable efforts to provide an error correction system
designed to solve or by-pass a reported error in the Software in a timely manner. If a reported
error has been corrected in a maintenance release, it will be necessary for Licensee to install and
implement it; otherwise, the error correction may be provided in the form of a temporary fix,
procedure or routine to be used until a maintenance release containing the permanent error
correction is available. Licensor shall reasonably determine the priority level of errors as
follows:



          a. Severity 1 Errors. In response to Severity 1 Error service calls, Licensor must: (i)
immediately assign Licensor’s specialists to correct the error on an expedited basis; (ii) provide
ongoing communication to Licensee on the status of an error correction; and (iii) immediately begin
work on a temporary workaround or fix. Licensor shall use all reasonable commercial efforts to
have Licensor’s personnel at Licensee’s site in response to any Severity 1 Errors within four (4)
hours following its receipt of Licensee’s initial Software support service call.




          b. Severity 2 Errors. In response to Severity 2 Error service calls, Licensor must assign
Licensor’s specialists to commence an error correction, and provide additional escalated





8









 





EXECUTION VERSION




procedures
as reasonably determined necessary by Licensor’s support staff. Licensor
shall also use all commercially reasonable efforts to provide a workaround or include a fix
for the Severity 2 Error in the Licensor maintenance release next following the Severity 2 Error
service call.




          c. Severity 3 Errors. In response to Severity 3 Error service calls, Licensor must provide
answers as needed within a commercially reasonable time, and use all commercially reasonable
efforts to include error corrections for any Severity 3 Errors in the Licensor maintenance release
next following the Severity 3 Error service call.




     In the event that the response of Licensor to any of the errors described in this Section does
not remedy the problem to the reasonable satisfaction of Licensee, Licensee shall provide Licensor
with notice thereof in accordance with terms of this Agreement.



     19. Data Conversion. N/A.



     20. Quality of Work. Notwithstanding any other provision to the contrary that may be
contained in this Agreement, Licensor warrants that all maintenance and other services pursuant to
this Agreement will be performed by qualified Licensor personnel, in a good workmanlike and
commercially, reasonable manner, consistent with all industry standards. Further, Licensor
warrants that the Software will provide customer service inquiry response times not to exceed four
(4) seconds.



     21. Taxes. Licensee shall, in addition to the other amounts payable under this Agreement,
pay all sales, use, value added or other taxes, federal, state or otherwise (not including,
however, Licensor income taxes), however designated, which are levied or imposed by reason of the
transactions contemplated by this Agreement.



     22. Ownership. Licensee and Licensor agree that Licensor owns all property rights, including
patent, copyright, trade secret, trademark, know-how and other propriety rights, in and to the
Software and any corrections, bug fixes, enhancements, updates or other modifications, including
custom modifications to the Software, whether made by Licensor, Licensee, or any third party.



     23. Licensee’s Property. Licensee represents and warrants that any and all ideas, databases,
creative or computer designs and concepts, software, interests and materials that Licensee has
provided or made available, or will provide or make available to Licensor hereunder, are either the
sole and exclusive property of Licensee or are legally in the Licensee’s possession and/or use.



     24. Restrictions on Transfers; Assignments. Under no circumstances shall Licensee sell,
license, publish, display, distribute or otherwise transfer to a third party the Software or any
copy thereof in whole or in part without Licensor’s prior written consent.



     25. Confidential Information. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE CONTAINS PROPRIETY
INFORMATION, INCLUDING WITHOUT



9









 




EXECUTION VERSION



LIMITATION TRADE SECRETS, KNOW-HOW, OTHER CONFIDENTIAL INFORMATION
AND OTHER PROPRIETARY INFORMATION, THAT IS THE EXCLUSIVE PROPERTY
OF LICENSOR. DURING THE TERM OF THIS AGREEMENT AND AT ALL TIMES THEREAFTER, LICENSEE AND ITS
EMPLOYEES AND AGENTS SHALL USE THEIR BEST EFFORTS TO MAINTAIN THE CONFIDENTIALITY OF THE FOREGOING
AND SHALL NOT SELL, LICENSE, PUBLISH, DISPLAY, DISTRIBUTE, DISCLOSE OR OTHERWISE MAKE THE FOREGOING
AVAILABLE TO ANY THIRD PARTY OR ALLOW THE USE OF THE FOREGOING EXCEPT AS AUTHORIZED BY THIS
AGREEMENT. LICENSEE SHALL USE ITS BEST EFFORTS NOT TO DISCLOSE THE FOREGOING, INCLUDING, WITHOUT
LIMITATION, ANY FLOW CHARTS, LOGIC DIAGRAMS, USER MANUALS, POWER POINT MATERIALS AND SCREENS, TO
PERSONS OR ENTITIES NOT AN EMPLOYEE OF LICENSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR,
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT. ADDITIONALLY, EACH PARTY TO THIS AGREEMENT AGREES
TO HOLD CONFIDENTIAL ALL INFORMATION RELATING TO THE OTHER PARTY’S RESEARCH, DEVELOPMENT, TRADE
SECRETS AND/OR BUSINESS AFFAIRS. NOTWITHSTANDING THE FOREGOING, LICENSOR SHALL NOT HOLD LICENSEE
RESPONSIBLE IN ANY WAY FOR SALE, LICENSURE, PUBLICATION, DISPLAY, DISTRIBUTION, DISCLOSURE OR
AVAILABILITY OF THE SOFTWARE THAT RESULTS FROM THE ILLEGAL CONDUCT OR CONTRACTUAL BREACH OF ANY
THIRD PARTY. LICENSEE AGREES TO HAVE AND KEEP IN PLACE APPROPRIATE CONFIDENTIALITY AND COMPUTER
USE AGREEMENTS WITH ITS EMPLOYEES.




     26. Material Provisions. Licensor and Licensee specifically agree that each of the
provisions of this Agreement are material, and that failure of either party to comply herewith
shall constitute a breach of this Agreement.



     27. Notices. All notices under this Agreement, excluding communications from Licensee to
Licensor for service or maintenance pursuant to this Agreement, and Licensor’s responses thereto,
are to be delivered by (i) depositing the notice in the mail using certified mail, return receipt
requested, to the recipient party at the address set forth in this Agreement, or to any other
address as the recipient party may designate by providing notice: (ii) overnight delivery service
to the recipient party at the address set forth in this Agreement, or to any other address as the
recipient party may designate by providing notice; or (iii) hand delivery to Mr. Rollin Rissinger,
President and CEO of Lebanon Mutual Insurance Company (in the case of notice to Licensee), or Mr.
David L. Potter (in the case of notice to Licensor), or to any other person as the recipient party
may designate by providing notice to the other party. The notice shall be deemed effective: (i) if
by certified mail, four (4) days after the notice’s deposit in the mail, (ii) if by overnight
delivery service on the day of delivery, and (iii) if by hand delivery, on the date of, hand
delivery.



     28. Complete Agreement. The parties agree that this Agreement and the Terms and Conditions
constitute the complete agreement between them, and that this Agreement and the Terms and
Conditions supersede and merge all prior oral or written statements and



10









 




EXECUTION VERSION



understandings between the
parties as may have related to the subject matter of this Agreement and the Terms and Conditions.




     29. Amendments. No modification or amendment of this Agreement or waiver of any provision of
this Agreement will be valid unless in writing and signed by both parties specifically stating that
it is a modification or amendment hereto.



     30. Waiver. The waiver or failure of either party to exercise in any respect any right
provided for in this Agreement shall not be deemed a waiver of any further right under this
Agreement.



     31. Severability. If any part, provision or clause of this Agreement, or the application
thereof to any person, entity or circumstance, is held invalid, void or unenforceable, such holding
shall not effect and shall leave valid all other parts, provisions, clauses or applications of the
provisions remaining, and to this end the provisions contained herein shall be treated as
severable.



     32. Read and Understood. Each party acknowledges that it has read and understands this
Agreement and agrees to be legally bound by its terms.



     33. Assignment; Successors and Assigns. Except as expressly provided herein, neither party
may assign, sublicense or otherwise transfer, in whole or in part, this Agreement, any license
granted under this Agreement, or any of its other rights or obligations hereunder, whether
voluntarily, by operation of law or otherwise, without the prior written consent of the other
party. This Agreement, and all rights and powers granted hereby, will be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns.



     34. Governing Law; Waiver of Right to Jury Trial. The Agreement shall be construed under and
enforced in accordance with the laws of the Commonwealth of Pennsylvania. THE PARTIES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO DEMAND A JURY TRIAL WITH RESPECT TO ANY
ACTION OR PROCEEDING INSTITUTED BY EITHER PARTY TO THIS AGREEMENT IN CONNECTION WITH THIS
AGREEMENT.



     35. Limitations of Actions. Any action by either party for breach of this Agreement must be
commenced within two (2) years after the complaining party knew or should have known of such
breach.



11









 




 EXECUTION VERSION



     36. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed will be deemed to be an original and all of which when taken
together will constitute the same Agreement. This Agreement will become binding when one or more
counterparts hereof, individually or taken together, bear the signatures of all of the parties
reflected hereon as the signatories hereto.



     IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LICENSEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LEBANON MUTUAL INSURANCE

COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ Stephanie M. Keiser
	 	 	 	By:
	 	/s/ Rollin P. Rissinger	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Stephanie M. Keiser
	 	 	 	Name:
	 	Rollin P. Rissinger	 	 
	Title:

	 	Assistant Secretary
	 	 	 	Title:
	 	President/Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	(CORPORATE SEAL)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LICENSOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SCIPS.COM, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:
	 	/s/ David L. Potter	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:
	 	David L. Potter	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	(CORPORATE SEAL)	 	 	 	 	 	 	 	 






12









 




 EXECUTION VERSION



JOINDER




     The
undersigned, this ___ day of                     , 2003, being the Custodian identified in the foregoing
Software License, Maintenance and Professional Services Agreement (the “Agreement”), hereby
joins in and agrees to be bound by Section 11 of the Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CUSTODIAN:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(CORPORATE SEAL)	 	 	 	 	 	 	 	 






13









 




 EXECUTION VERSION



EXHIBITS




	 	 	 
	Exhibit A

	 	Terms and Conditions
	 
	 	 
	Exhibit B

	 	SCIPS® Maintenance Pricing Matrix






14









 




 EXECUTION VERSION



EXHIBIT A

TERMS AND CONDITIONS

FOR THE LICENSE OF SOFTWARE




          1. Definitions. As used in these Terms and Conditions and in the Agreement, the
following terms shall have the following meanings:




               (a) “Agreement” shall mean the Software License, Maintenance and Professional Services
Agreement, dated as of January 1, 2006, executed by Licensor and Licensee, setting forth the
Software and Services to be provided by Licensor.



               (b) “Change in Control” shall mean the occurrence of the following: (i) merger of
Licensee; (ii) change in ownership or control of Licensee; (iii) sale of a majority of the stock of
Licensee; and (iv) sale of all or substantially all of the assets of Licensee.



               (c) “Concurrent User(s)” shall mean the maximum number of users (e.g., persons having
access through a single terminal workstation, personal computer and/or via an interface from an
external system) with an active session against the Software (including, but not limited to,
Licensor databases) at the same time. In any Licensee environment that utilizes multiplexing
software and/or hardware, the number of Concurrent Users shall be the maximum number of persons or
interface processes accessing the Licensed Program at the multiplexing front end at the same time.



               (d) “Designated Equipment” shall mean the Server, terminal workstations, personal
computers and/or associated equipment identified as part of the Designated System by Licensee.



               (e) “Designated System(s)” shall mean the Designated Equipment, operating system and
associated networks designated by Licensee pursuant to the Agreement.



               (f) “Documentation” shall mean explanatory and informational materials concerning the
Software, in printed or electronic format, which Licensor has released for distribution to end
users with the Software, including, without limitation, manuals, descriptions, user and/or
installation instructions, diagrams, printouts, listings, flowcharts and training materials,
contained on visual media such as paper or photographic film, or on other physical storage media in
machine readable form. “Documentation” does not include source code.



               (g) “Enhancement” means a change that improves the Software.



               (h) “Error” means a malfunction of the Software so as to produce results different in
meaning and intent from the results described in the Software documentation, or in one or more
statements in the Software documentation, that do not properly describe the functions performed by
the Software or the manner in which the Software is to be used. “Error” also means a failure of
the Software to conform to the specifications therefor as set forth in the



 









 




Documentation resulting
in the inability to use the Software or a considerable restriction in use of the Software. Errors
are classified as Severity 1, 2 or 3, as defined herein.




               (i) “Error correction” means either a Software modification or addition that, when
made or added to the Software, corrects an Error, or a procedure or routine that, when observed in
the regular operation of the Software, eliminates the practical adverse effect of the Error on
Licensee.



               (j) “License Fees” shall mean the fees charged by Licensor to Licensee under the
Agreement for the Software.



               (k) “Software Programs” shall mean those machine readable computer software programs
that are contained in physical storage media such as magnetic tapes, cassettes, discs or chips and
which are owned or distributed by Licensor and which are licensed to Licensee under the Agreement.



               (l) “Maintenance” means: (i) implementation of Licensor sponsored enhancements into
the Software; (ii) research to specifically identify the Licensor sponsored enhancements; (iii)
programming changes to implement the Licensor sponsored enhancements; (iv) routine MSO, Inc.
updates; (v) documentation of the Licensor sponsored enhancements, including source language and
updated documentation; (vi) research to specifically identify Licensee reported Errors (vii)
programming changes to correct reported errors; (viii) Documentation of corrections including
source language and updated documentation; and/or (ix) testing by Licensor to assure the quality of
its programming changes and/or any new releases of the Software.



               (m) “Maintenance release” means a subsequent version of the Software that includes
updates and/or upgrades.



               (n) “Named Users” shall mean Licensee’s designated users of the Software (including
but not limited to Licensor databases), who are the only individuals authorized to access such
Software Programs through a workstation, personal computer and/or via an interface from an external
system.



               (o) “Order Document” shall mean the purchase order, purchase letter or other similar
document by which Licensee places an order for Software.



               (p) “Professional Services Work Order” shall mean the document detailing those
Services to be performed for Licensee by Licensor and which contains, at a minimum, a reference to
the Agreement, a detailed description of the specific Services to be performed, the start date for
such Services, the anticipated completion date of such Services, and Licensor’s charges therefor,
including rates for travel time and travel related expenses.



               (q) “Proprietary Information” shall mean: (i) the Software and Documentation in any
embodiment, and any modifications, updates or Enhancement thereto; (ii) any other information
relating to the Software received by Licensee from Licensor which is



-2-









 




identified by Licensor as
proprietary or confidential; (iii) the terms of the Agreement; and (iv) each party’s written,
technical, business, financial or marketing information relating to inventions or products,
research and development, production, manufacturing or engineering
processes, costs, profit or margin information, employee skills and salaries, finances,
customers, marketing and production, and future business plans which are clearly marked as
proprietary or confidential. Oral disclosures of confidential or proprietary information will be
deemed Proprietary Information hereunder if reduced to writing, clearly marked as proprietary or
confidential and provided by the disclosing party to the receiving party within thirty (30) days
following each such disclosure.




               (r) “Licensor sponsored enhancements” means changes that Licensor makes to improve the
Software, such as, but not limited to, changes included in Maintenance releases.



               (s) “Server” shall mean a Designated System configured with the Software to support an
authorized number of Concurrent Users.



               (t) “Services” shall mean those installation, consulting, implementation, training or
Maintenance services to be performed by Licensor under the Agreement, as and to the extent set
forth in the Agreement.



               (u) “Severity 1 Error” means (i) the Software production unit is severely impacted or
completely down; (ii) project deliverables are severely impacted; and/or (iii) the Software’s
operations of mission-critical applications are down.



               (v) “Severity 2 Error” means (i) The production unit is functioning with limited use:
(ii) the production unit is unstable, with periodic interruptions; (ii) mission-critical
applications are not affected, but system interruptions occur; and/or (iv) time-sensitive questions
are impacting performance or deliverables.



               (w) “Severity 3 Error” means (i) need for general information; (ii) need for
clarification of procedures or information documentation; and/or (iii) product Enhancement
requests.



               (x) “System Manager” shall mean an individual designated by Licensee to act as
Licensee’s liaison and single point of contact with Licensor for all technical communications and
the distribution of information and materials provided by Licensor to Licensee under the Agreement.



               (y) “Update” means an Error correction.



               (z) “Upgrade” means a revision of the Software by Licensor to its end user licensees
generally, during the term of the Agreement, to add new and different functions or to increase the
capacity of the Software to process information or otherwise improve it.



-3-









 





               (aa) “Use” shall mean: (i) copying or transferring any portion of the Software from
storage units or media into the random access memory of Licensee’s computer equipment; (ii)
executing any portion of the Software by way of a terminal workstation, personal computer, external
interface, or as a Concurrent User for any purpose; and (iii) accessing any
Designated System for the purpose of obtaining or preparing information or data created
through the execution of the Software.



               (bb) “Right to Use” or “RTU” shall mean: (i) using the SCIPS® system for its
intended use per the description of the Insurance Policy Types, (ii) following SCIPS® recommended
processes and procedures as it relates to the use and implementation of the SCIPS® system; and
(iii) providing resources, including staff, computer hardware and facilities, to effectively
implement the SCIPS® system.



          2. Third Party Software. Any programs which are licensed by Licensor from a third
party (“Third Party Software”) and are sublicensed to Licensee shall be subject to the
terms and conditions of the applicable third party’s license accompanying the Third Party Software.
Licensee will provide Licensor with a copy of any such license, and with a copy of any user
manuals or similar literature that any such third party provides to licensees of its software.
Licensee acknowledges that Licensor’s charges to Licensee for Third Party Software are twenty
percent (20%) above Licensor’s cost.




          3. Use of Software




               (a) Location of Designated Equipment. Licensee may relocate the Designated Equipment,
subject to applicable laws, provided that Licensee promptly informs Licensor of the subsequent
location in writing.



               (b) Concurrent Users. Access to the Software at any given time is for an “UNLIMITED”
Concurrent SCIPS Users. “UNLIMITED” refers to SCIPS software only and does not pertain to any
other software license that is required to use SCIPS.



               (c) Named Users. Access to the Software is limited to Licensee’s designated Named
Users.



               (d) Reservation of Rights. Any license granted under the Agreement only grants to
Licensee the right to Use the Software while the Agreement and such license are in effect, with the
exception of March 1 Code (as that term is used in the Agreement) as provided by the Agreement.
Except as expressly provided in the Agreement, Licensor reserves to itself all rights in and to the
Software, Documentation and materials licensed under the Agreement and/or created or generated by
Licensor in connection with the performance of Services, and Licensor may exercise such rights at
any time and in any manner that it may deem appropriate. Without limiting any prohibition provided
herein, Licensee hereby assigns to Licensor all of Licensee’s right, title and interest in and to
any and all derivative works of the Software, Documentation and Materials created or generated by
Licensor in connection with the performance of Services under the Agreement.



-4-









 





               (e) Audit Rights. Licensor may, upon not less than thirty (30) days’ prior written
notice and at its expense, conduct an annual audit, during Licensee’s normal business hours, of
Licensee’s use of the Software and Documentation to verify compliance with the terms of the
Agreement.



          4. Fees, Payment and Taxes.




               (a) Invoices. Licensor shall render an invoice to Licensee for Services as such
Services are provided. All such invoices shall be due and payable in full within thirty (15) days
from the date of such invoice. Past due balances shall be subject to a 2.0% per month service
charge, or the highest interest rate permitted by applicable law, if less.



               (b) Costs and Expenses. Licensor will invoice Licensee for all reasonable costs and
expenses necessarily incurred in connection with the Services provided under the Agreement,
including, without limitation, telephone, facsimile, overnight mail, messenger and other
communication costs, travel, housing, parking and food expenses, and other miscellaneous costs and
expenses. Provided, however, that Licensor must obtain Licensee’s prior written approval before
incurring any individual expense exceeding $1,500.00 on Licensee’s behalf. All invoices will be
paid within thirty (15) days from the date of such invoice.



               (c) Payment. All fees are expressed in U.S. Dollars (unless otherwise specifically
agreed by Licensor in writing). Typographical errors are subject to correction by Licensor. Fees
are exclusive of all taxes and duties, including, without limitation, sales, use, value added and
other taxes, duties or levies on transactions made under the Agreement. Licensee shall pay
Licensor an amount equal to any such tax or duty that Licensor is required to collect or pay upon
the sale, license or delivery of the Software or Services to Licensee, exclusive of Licensor’s
income taxes. If a certificate of exemption or similar document is required to exempt Licensee
from sales or use tax liability, Licensee shall obtain and furnish to Licensor evidence of such
exemption with Licensee’s order in a form reasonably satisfactory to Licensor.



               (d) Quotations. Prices quoted are for a license to Use the Software only, and do not
include technical data, proprietary rights of any kind, patent rights, qualification, testing
(other than Licensor’s standard testing), or other than normal domestic packaging, unless
specifically agreed to in writing by a duly authorized officer of Licensor.



          5. Performance. Licensor will make reasonable efforts to observe the dates that it
indicates for delivery and performance. However, Licensor shall not be liable in any way for
delays due to acts of God, any acts of a common enemy, earthquakes, floods, wars, acts of
terrorism, fires, epidemics, riots or widespread failure or delay in transportation or
communications, compliance with any laws, regulations or orders, whether valid or invalid, from any
governmental body or instrumentality, or any other circumstances beyond Licensor’s reasonable
control. Provided, however, that neither lack of funds nor the errors or omissions of Licensor’s
suppliers or subcontractors shall constitute circumstances beyond Licensor’s control. If such
delay is not indefinite, Licensor’s performance will be suspended during the delay and





-5-










 




extended for
the duration of the delay, and thereafter Licensee shall accept Licensor’s performance. No penalty
of any kind shall be effective against Licensor for delays in performance, which shall include,
without limitation, delays in service, shipment, delivery, installation, testing and replacement,
that result solely from one or more of the circumstances enumerated in this Section.




          6. Limited Warranties.




               (a) Licensor warrants to Licensee that Licensor has the right to enter into the Agreement, to
perform all of its obligations under the Agreement and to grant the licenses granted thereunder.



               (b) Licensor warrants that, for a period of one (1) year following the Delivery Date of the
Software (not including any updates thereof) (the “Warranty Period”), the Software shall
substantially conform to Licensor’s then current user manual or other written specifications (the
“Specifications”) for the Software; provided, however, that such warranty will not apply:
(i) if the Software is modified, changed or altered by anyone other than Licensor, unless
authorized by Licensor in writing; (ii) if Licensee is not operating the then-current version of
the Software; (iii) if the computer hardware used in the operation of the Software is not in good
operating order or is not installed in a suitable operating environment; (iv) if the failure to
perform substantially in accordance with the Specifications is caused by Licensee or its agents,
servants, employees or contractors; (v) if Licensee fails to promptly notify Licensor of such
failure after it is discovered; (vi) if all sums then due to Licensor under the Agreement have not
been paid; or (vii) if Licensee is otherwise in breach of its obligations under the Agreement.



               (c) If, during the Warranty Period, Licensee notifies Licensor that the Software does not
perform substantially in accordance with the Specifications, then Licensor will use commercially
reasonable efforts to correct any such discrepancies from the Specifications that are so identified
by Licensee, within the time frames set forth in Section 19 of the Agreement.. If such failure to
perform substantially in accordance with the Specifications occurred as a result of one of the
reasons listed in Sections 6(b)(i) through (vi) above, then Licensee will reimburse Licensor at
Licensor’s then prevailing rates for all reasonable costs necessarily incurred in investigating and
correcting such problem. Licensor’s SOLE OBLIGATION, and Licensee’s SOLE REMEDY, under this
warranty shall be as set forth in this Section 4(c).



               (d) Licensor warrants that all Services provided under the Agreement shall be performed in a
professional manner. Licensor’s SOLE OBLIGATION, and Licensee’s SOLE REMEDY, under this
Section 6(d) shall be limited to Licensor using commercially reasonable efforts to re-perform such
Services correctly. Provided, however, and notwithstanding any provision in the Agreement or these
Terms and Conditions to the contrary, that in the event that data belonging to Licensee is damaged,
lost or destroyed through the fault of Licensor or anyone acting on Licensor’s behalf, Licensor
will pay for the costs necessary for restoring Licensee’s data, in the event that such restoration
is possible; and, provided further, that if a Change in Control has not occurred and Licensor is
unable to correct the problem within thirty (30) days after Licensor’s receipt of written notice
from Licensee regarding such problem,



-6-









 




Licensor shall release the then current version of the
Software Source Code to Licensee and permit Licensee to engage another software consultant to
remedy the problem. In that event, Licensor shall compensate Licensee for all reasonable and
direct consultant costs and fees necessarily incurred by Licensee in remedying the problem.




          7. Limitations on Warranties.




               (a) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE AGREEMENT, LICENSOR DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, USE OR APPLICATION, WITH RESPECT TO THE
SOFTWARE, THE DOCUMENTATION, ALL ACCOMPANYING MEDIA, IF ANY, AND ALL OTHER PRODUCTS OR SERVICES
PROVIDED UNDER THE AGREEMENT.



               (b) In the event that any changes, modifications, additions or enhancements are made to any
Licensed Program by anyone other than Licensor, or without Licensor’s prior written consent or
without its prior written instruction, Licensee’s rights set forth in Section 4 will terminate and
be of no force or effect.



               (c) Licensee specifically acknowledges and agrees that Licensor is NOT MAKING ANY WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, with regard to the Third Party Software, even if such Third Party
Software is delivered to Licensee by Licensor and/or installed on Licensee’s system by Licensor.
Any Third Party Software delivered to Licensee by Licensor and/or installed on Licensee’s system by
Licensor is provided “AS IS”. The only warranties applicable to the Third Party Software will be
such warranties as may be issued by the licensor of such Third Party Software. Provided, however,
that this paragraph shall not be construed to negate, lessen or alter the warranties of Licensor
set forth in paragraph 21 of the Agreement.



          8. DAMAGES AND LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT,
PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR
ANY LOST PROFITS, LOST BUSINESS, LOST INFORMATION OR OTHER PECUNIARY LOSS, SUFFERED OR INCURRED BY
LICENSEE AS A CONSEQUENCE OF THE USE OR PERFORMANCE OF ANY SOFTWARE, DOCUMENTATION, SERVICES OR ANY
OTHER GOODS OR SERVICES PROVIDED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY EVENT, UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY LOSS, COST,
EXPENSE OR DAMAGE TO LICENSEE IN AN AMOUNT EXCEEDING THE SUM OF THE LICENSE FEES THERETOFORE
ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THE AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
CLAIM OR POTENTIAL CLAIM.




-7-









 








          9. Confidentiality.




               (a) Restrictions of Disclosure; Exclusions. Except as specifically permitted by the
Agreement, Licensee shall not disseminate, disclose or otherwise provide or make available the
Software or the Documentation, or any portion or copy thereof, to any third party. Except as
specifically permitted by the Agreement, Licensor shall not disseminate, disclose or otherwise
provide or make available the Proprietary Information of Licensee, or any
portion or copy thereof, to any third party. Licensee shall erase or destroy all Proprietary
Information of Licensor contained on media prior to disposing of such media. Except with respect
to the Software and Documentation, a party’s Proprietary Information shall not include information
that: (i) is or becomes publicly available through no act or omission of the other party; (ii) was
in the other party’s lawful possession prior to the disclosure; (iii) is lawfully and rightfully
disclosed to the other party by a third party without restriction on use or disclosure; or (iv) is
independently developed by the other party.



               (b) Intellectual Property Rights.



                    (i) Licensee acknowledges and agrees that all rights in and to the Software and all patents,
copyrights, trade secrets, trademarks, trade names, inventions, ideas, techniques, methods,
developments, processes, and any other forms of intellectual property associated therewith, will be
and remain the sole and exclusive property of Licensor.



                    (ii) Licensee will not remove, cover or deface Licensor’s name or any of Licensor’s
trademarks, including without limitation the marks “SCIPS” and “SCIPS.COM”, included on any of the
Software(s) or the Documentation, nor will Licensee have any right to use Licensor’s name or any of
Licensor’s trademarks, or any name or mark confusingly similar thereto, in connection with its use
of any of the Software.



               (c) Remedies for Breach. In the event either party breaches or attempts to breach any
of the provisions of this Section 9, the non-breaching party will have the right, in addition to
such other remedies which may be available to it, to injunctive relief enjoining such breach or
attempt to breach, it being acknowledged that legal remedies are inadequate.



          10. Intellectual Property Indemnity.




               (a) Intellectual Property Infringement. Licensor will defend, at its expense, any
action brought against Licensee by a third party to the extent that such action is based on a claim
that Licensee’s Use of the Software within the scope of the Agreement infringes such third party’s
United States patent, trade secret or copyright. Licensor, will indemnify Licensee from any costs,
damages and fees incurred by Licensee which are attributable to such claim. Licensor’s
indemnification obligations under the Agreement are expressly conditioned on Licensee promptly
notifying Licensor in writing of such claim. Licensee shall permit Licensor to defend, compromise
or settle any such claim, and in such event Licensee will tender such claim to Licensor and
Licensee will provide all available information,



-8-









 




assistance and authority to enable Licensor to do
so, provided that Licensor reimburses Licensee for such activity. Licensee shall have no authority
to settle any claim on behalf of Licensor.




               (b) Remedies. If any Licensed Program is held to constitute an infringement or
violation of any such proprietary rights and Licensee’s use thereof is or may reasonably be
expected to be enjoined, then Licensor will, in its sole discretion and at its own cost and
expense, either procure a license which will protect Licensee against such claim without
cost to Licensee, replace the Software with a non-infringing program, or remove the Software
and refund an equitable portion of the price paid by Licensee to Licensor for the Software.



               (c) Exclusions. Notwithstanding the forgoing, in no event will Licensor be liable for
any claim under this Section which is based on: (i) the use or combination of the Software with
any other software not supplied to Licensee by Licensor; (ii) any change, modification, addition or
enhancement to or of the Software by anyone other than Licensor, or without Licensor’s prior
written consent or without its prior written instruction; or (iii) Licensee’s use of any but the
latest available release of the Software. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR
AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY INFRINGEMENT.



          11. Nonsolicitation. The parties acknowledge and agree that the employees and
consultants of each party are an integral part of their respective businesses. Each party
therefore agrees that, during the Term of the Agreement and for two (2) years after any termination
of the Agreement, it shall not, directly or indirectly, cause, induce or attempt to cause or induce
any of the other party’s employees or consultants to leave the employ of such party or to accept
employment or engagement with the other party or any other employer.




          12. Survival. The parties’ rights and obligations under Sections 6, 7, 8, 9, 10, 11,
12, 13 and 14 as well as any obligations to make payments of fees and other sums accrued prior to
the date of termination, shall survive any termination of the Agreement.




          13. Cumulative Rights and Remedies. All rights and remedies herein conferred upon or
reserved to the parties in the Agreement will be cumulative and concurrent and will be in addition
to all other rights and remedies available to such parties at law or in equity or otherwise. Such
rights and remedies are not intended to be exclusive of any other rights or remedies and the
exercise by any party of any right or remedy herein provided will be without prejudice to the
exercise of any other right or remedy by such party provided herein or available at law or in
equity.




          14. Dispute Resolution. If the parties are unable to resolve, within a reasonable
time, any controversy, dispute or claim arising out of or relating to the Agreement, or its
interpretation, performance, breach or termination, the parties agree to first discuss the dispute
informally. If such negotiation is not successful in achieving the resolution of the dispute, then
such dispute shall be resolved by any party submitting such dispute to binding arbitration
conducted in accordance with the rules of the American Association of Arbitration in Philadelphia,
Pennsylvania, before a single arbitrator, if the parties are able to agree upon such a single
arbitrator, or, in all other cases, a panel of three arbitrators (at least one of which must be




-9-









 







knowledgeable in the information technology field) in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. If three arbitrators are to be used,
then each party to the dispute shall appoint one arbitrator and the third arbitrator shall be
chosen by the two arbitrators so appointed within thirty (30) days after they are appointed. If
such two arbitrators fail or are unable to select a third arbitrator within such time period, then
the third arbitrator shall be selected in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The arbitrators shall have the right and
authority to determine how their decision or award as to each issue and matter in dispute may
be implemented or enforced. The arbitrators shall be required to produce a written opinion setting
forth the reasons for the decision or award made. The decision of a majority of such arbitrators
shall be binding and conclusive on the parties hereto. There shall be no appeal therefrom other
than for denial of due process, bias, fraud or misconduct on the part of one or more of the
arbitrators. Judgment upon any decision or award may be entered in any court of competent
jurisdiction. The parties agree that the existence of this arbitration provision shall not in any
way limit the right of the parties to obtain interim relief, including without limitation a
temporary restraining order, preliminary injunction or decree, as may be necessary, to protect
either party against, or on account of, any breach or violation of the Agreement, in any court of
law having jurisdiction thereof. The parties hereby submit to the jurisdiction of the state and
federal courts located in the Commonwealth of Pennsylvania for this purpose.




-10-









 








	 	 	 	 	 
	SCIPS® Maintenance	 	 	 	 
	Pricing Matrix	 	 	 	COMMENTS
	Support Options
	 	$95,000	 	 
	Training
	 	 	 	 
	On-site
	 	Up to 80 Hours	 
	Email/FAX/STR/Telephone Support
	 	Unlimited	 	Estimated however at l0 hours per week
	On-sight Visits
	 	up to 6/year	 	 
	 
	 	 	 	Does not include meals and/or rooming reimbursement
	 
	 	 	 	when needed


	 
	 	 	 	 
	Travel Reimbursement
	 	Included	 	 
	Custom Programming
	 	N/A	 	 
	AD-HOC Reporting
	 	N/A	 	 
	 
	 	 	 	 
	Linux Support/OS Only
	 	Up to 15 Hours	Adding Printers, Users, clearing print queues - All remote
	 
	 	 	 	This Can be purchased and provided to SCIPS®.  SCIPS®
	 
	 	 	 	will include backups to this offsite server as part of the
	 
	 	 	 	support agreement.  Additional 3rd party licensing will be required


	 
	 	 	 	 
	Linux Server/Temporary Replacement
	 	 	 	 
	server available
	 	N/A	 	 
	Desktop Support
	 	40 Hours	 	 
	 
	 	 	 	Working with ISP, other consultants for Internet and
	 
	 	 	 	connection activity


	 
	 	 	 	 
	Network Support
	 	Up to 15 Hours	 
	Backup Services
	 	Included	 	 
	Monitoring Support
	 	Included	 	 
	 
	 	 	 	 
	 
	 	 	 	helping with agents online access, review documentation
	Agent Support
	 	Up to 60 Hours	provided by company, adding agents, disabling agents
	Conversion
	 	N/A	 	 
	SCIPS® Updates — Current Version
	 	Included	 	 
	Annual Reinsurance Table Updates
	 	Included	 	 
	Rate Updates
	 	Included	 	 
	 
	 	 	 	 
	Bureau Changes to current program — Does
not include significant rate engine
changes or form wording changes. Also,
changing Bureau’s is not included
	 	Included	 	 
	Data Dictionary and Data Dictionary Updates
	 	Included	 	 
	SCIPS® query templates
	 	Included	 	 
	 	 
	Savings by Level
	 	 	 	 
	 	 
	Training

On-site
	 	$10,600.00	 	 
	Email/FAX/STR/Telephone Support
	 	$68,900.00	 	est. 10 hours per week
	On-Site Visits
	 	$  8,000.00	 	 
	Travel Reimbursement
	 	$  1,000.00	 	 
	Custom Programming
	 	N/A	 	 
	AD-HOC Reporting
	 	N/A	 	 
	Linux Support/OS Only
	 	$  1,988.00	 	 
	 
	 	 	 	This includes the initial system setup and install - all work
	 
	 	 	 	is performed by an LPIC-1 and/or Linux+ certified
	 
	 	 	 	technician
	 
	 	 	 	 
	Linux Server Installation and setup
	 	$  5,000.00	 	 
	 
	 	 	 	This can be purchased and provided to SCIPS®.  SCIPS®
	 
	 	 	 	will include backups to this offsite server as part of the
	 
	 	 	 	support agreement.  Additional 3rd party licensing will be required
	 
	 	 	 	 
	Linux Server/Temporary Replacement
server available
	 	N/A	 	 
	 
	 	 	 	 
	Desktop Support
	 	$  5,000.00	 	All desktop support is provided by one or more of the following certified technicians: LPIC-1, Linux+, Net+ or A-






 









 





	 	 	 	 	 	 	 
	SCIPS® Maintenance	 	 	 	 	 	 
	Pricing Matrix	 	 	 	 	 	COMMENTS
	Network Support 

Backup Services

	 	$

$	4,000.00

13,000.00	 	 	All network support 5 provided by one or more of the
following certified technicians: LPIC-1, Linux+, Net+ or A-
	 
	 	 	 	 	 	 
	Agent Support

	 	$	7,950.00	 	 	SCIPS® will support Lebanon Technology staff — no direct
contact between SCIPS® and agents is included in this
pricing
	 
	 	 	 	 	 	 
	SCIPS® Updates — Current Version


Annual Reinsurance Table Updates


Rate Updates

	 	$

$

$	75,000.00

25,000.00

10,000.00	 	 	Without an Annual Maintenance agreement all future
versions of SCIPS® is billed at the then current price. This
could range from $75,000 for an upgraded customer
service to $250,000 for just the rating modules
	Bureau Changes to Current program -
Does not include significant rate
engine changes.

	 	$	25,000.00	 	 	 
	SCIPS® Query Templates

	 	$	20,000.00	 	 	 
	Data Dictionary and Updates

	 	$	35,000.00	 	 	 
	Total Costs – paid as needed

	 	$	315,438.00	 	 	 
	SAVINGS

	 	$	220,438.00	 	 	 







 









 








SCIPS.COM, INC.




PRIVACY POLICY



At SCIPS.com, Inc., we recognize that the privacy and security of your information is an important
concern. We have established and implemented policies and procedures to protect this information.




What this Privacy Policy Covers





	 	•	 	This Privacy Policy covers the way SCIPS.com, Inc. (“we/our/us”) treats nonpublic
personally identifiable information that we collect from you, the “customer” or
“consumer”.
	 
	 	•	 	This policy does not apply to the practices of nonaffiliates of SCIPS.com, Inc.





Information Collection and Use





	 	•	 	Nonpublic personal information means personally identifiable financial information
that relates specifically to you and that is not readily available from a public
source. We receive various kinds of nonpublic personal information from you. This
information may include identification, contact and financial information. The
nonpublic personal information that we may collect comes from the following sources:






	 	•	 	information we receive from you on applications or other forms;
	 
	 	•	 	information about your transactions with us, our affiliates, or others, and
information we receive from a consumer-reporting agency.





Information Sharing and Disclosure





	 	•	 	We do not disclose any nonpublic personal information about our customers or former
customers to anyone, except as permitted by law.





Confidentiality and Security





	 	•	 	We restrict access to nonpublic personal information about you to those employees
who need to know that information to provide products or services to you. We maintain
physical, electronic, and procedural safeguards that comply with federal standards to
guard your nonpublic personal information.




Any questions or comments with respect to this Privacy Policy may be addressed to:




Mr. David Potter

PO Box 195

Ottsville, PA 18942

(610) 847-8086, Ext. 101





 









 








			
	Cyberscience Corporation
	 	Tri-Partite License Agreement





This Tri-Partite License Agreement (“AGREEMENT”) number 5566 is made this 25th day of
January 2006, by and between:

CYBERSCIENCE CORPORATION, a Colorado Corporation, located at 10065 E. Harvard Avenue, Denver
Colorado 60231, hereafter called “CYBERSCIENCE”,




	 	 	 
	and the following Value Added Reseller:

	 	and the following End User:
	 
	 	 
	SCIPS.com

	 	Lebanon Mutual Insurance Company
	8794 Easton Road, Suite A

	 	137 West Penn Avenue
	Revere, Pennsylvania 18953

	 	Cleona, Pennsylvania 17042
	hereafter called the “VAR”

	 	hereafter called the “END USER”.







	1.	 	DEFINITIONS






	 	 	“CLASS” means the specific configuration of the SOFTWARE license provided under this
AGREEMENT as described IN Section 16 of this agreement and by this reference incorporated
within.
	 
	 	 	“CPU” means the computer-processing unit utilizing the SOFTWARE.





	 	 	 	 
	 

	  The CPU is located et the address:
	117 West Penn Avenue
	 

	 	 	Cleona, Pennsylvania 17042







	 	 	“SOFTWARE” means all or any combination of computer software components comprising
the object code, in machine readable form, of the CYBERSCIENCE computer program(s) described
in Exhibit “A”, together with any derivatives, parts, modified versions or new releases
supplied by CYBERSCIENCE and any associated user manuals or other documents supplied by
CYBERSCIENCE.
	 
	2.	 	TERM
	 
	 	 	This AGREEMENT shall commence upon the date executed and continue unless terminated under
the provisions of Paragraph 11 below.
	 
	3.	 	LICENSE
	 
	3.1.	 	In consideration of payment d the LICENSE FEE, CYBERSCIENCE hereby grants to the END USER a
personal, non-transferable, non-exclusive perpetual license (“LICENSE”) to use the SOFTWARE
exclusively for the END USER’S internal business operatives only for the LICENSE(s) and CPUs)
listed in Paragraph 16.
	 
	3.2.	 	The END USER shall be entitled to use the SOFTWARE only as authorized herein. The END USER
shall be permitted to make only one backup copy of the SOFTWARE as reasonably necessary to
support the authorized use of the SOFTWARE hereunder, The END USER shall make no other copies
of the SOFTWARE without the prior written consent of CYBERSCIENCE. All copies of the
SOFTWARE, whether made by CYBERSCIENCE or the END USER, shall be in machine-readable form
only, shall contain all copyright, trademark or other notices as they appear on the SOFTWARE,
and shall be the property of CYBERSCIENCE. The END USER shall maintain a record of the number
of and location of all copies at the SOFTWARE and shall make the list available to
CYBERSCIENCE upon request.
	 
	3.3.	 	For the mutual security of all parties each copy of the SOFTWARE contains an expiration date.
This device does not restrict the LICENSE granted by Paragraph 3.1.
	 
	3.4.	 	CYBERSCIENCE will notify the END USER automatically In advance through the SOFTWARE that an
expiration date is imminent and to provide patches to the VAR to extend the END USER’s copy of
the SOFTWARE in advance of each expiry date. The END USER and the VAR are responsible for
ensuring that such patches are received and applied in a timely fashion.
	 
	4.	 	LICENSE FEES AND PAYMENTS
	 
	4.1.	 	The END USER shall pay the following amounts (“LICENSE FEE) to the VAR, fee the benefit of
CYBERSCIENCE:
	 
	 	 	LICENSE: U.S. Dollars; $47,440.00 (written:) Forty Seven Thousand Four Hundred Forty
Dollars. This LICENSE FEE must be paid to the VAR within 30 days of the execution of this
AGREEMENT.
	 
	 	 	The END USER shall pay the following amounts (“SUPPORT FEE”) to the VAR, for the benefit at
CYBERSCIENCE;
	 
	 	 	SUPPORT FEE: U.S. Dollars: $9,490.00 (written:) Nine Thousand Four Hundred Ninety Dollars.
Each yearly SUPPORT FEE thereafter must be paid within 30 days of the yearly anniversary of
the execution of this AGREEMENT.
	 
	4.2.	 	The END USER shall also pay any and ell federal, state and local sales, service and use taxes
levied or imposed upon the sale of the SOFTWARE. In the event the VAR shall pay or be
required to pay or collect arty sales, service or use taxes, the END USER shall immediately
pay the same to the VAR.
	 
	4.3.	 	The END USER agrees to pay interest on all amounts not paid as described above at the rate of
eighteen- percent pet annum commenting from the date of delivery of the SOFTWARE.




 









 






	5.	 	SUPPORT SERVICES
	 
	 	 	END USER shall order software support services from the VAR.
	 
	6.	 	END USER REPRESENTATIONS, WARRANTIES AND OBLIGATIONS
	 
	6.1.	 	The END USER shall only allow employees, agents and sub-contractors whose job performance is
dependant on the SOFTWARE to have access to the SOFTWARE, and then only upon giving prior
instruction to the Individuals relating to the representations, warranties and covenants of
the END USER under this AGREEMENT.
	 
	6.2.	 	The END USER agrees not to cause or permit: (a) the modification of the SOFTWARE in any way,
(b) the deletion of any proprietary rights notices, trademarks, trade names, symbols,
abbreviations, logos or otherwise, contained in or on the SOFTWARE or any user manuals
provided by CYBERSCIENCE, or (c) to reverse engineer, reverse compile, reverse assemble or
disassemble the SOFTWARE.
	 
	6.3.	 	The END USER agrees to not sell, convey, share or use in connection with or otherwise permit
or allow any third party to see, utilize, or become familiar with the SOFTWARE. The END USER
shall not disclose, disseminate, communicate or otherwise permit or allow any third-party to
become privy to CYBERSCIENCE’s trade secrets, proprietary information, proprietary material
and/or information and the END USER recognizes that the SOFTWARE is provided to It In
confidence and in secrecy.
	 
	7.	 	OWNERSHIP/TITLE
	 
	 	 	CYBERSCIENCE warrants that it has the right to license the SOFTWARE. The END USER
acknowledges and agrees that title to the SOFTWARE and all materials, documentation and
information and any translations is vested exclusively in CYBERSCIENCE and that all patent,
copyright and other intellectual property rights and all associated trademarks, trade names,
devices, symbols, abbreviations and secrets, goodwill and confidential and proprietary
information therein are and shall remain vested in CYBERSCIENCE. The END USER agrees to
sign such documents as are reasonably requested by CYBERSCIENCE from time to time to confirm
or protect the foregoing proprietary rights.
	 
	8.	 	CONFIDENTIALITY AND PUBLICITY
	 
	8.1.	 	Each party, for themselves and their directors, officers, partners, employees, agents,
representatives, contractors and distributors agree that during the term of this AGREEMENT and
thereafter, subject to Paragraph 8.2 below, they shall treat as confidential and not disclose,
communicate, disseminate, or publish to any third-party without the prior written consent of
the other, details of the other’s business operations, proprietary rights and techniques, the
know-how, ideas and concepts relating to the SOFTWARE, contemplated new Products internal
documentation, protection and computer security schemes and customer lists. The obligations
of this Paragraph shall not relate to information, which is or becomes public knowledge
through no fault of either party or has been properly obtained from a third party lawfully
entitled to possess the information.
	 
	8.2.	 	All parties agree that each may publicize the existence but not the details of this AGREEMENT.
	 
	9.	 	LIMITED WARRANTIES/LIMITATION OF LIABILITY
	 
	9.1.	 	CYBERSCIENCE warrants for a period of ninety days from date of delivery of the SOFTWARE that
it constitutes an accurate manufacture of CYBERSCIENCE’s products and shall substantially
conform to all concurrently published specifications delivered therewith. CYBERSCIENCE makes
no warranties or representations of any kind, character, or nature with respect to the
SOFTWARE or its performance except as set forth herein above. CYBERSCIENCE MAKES OR GIVES NO
WARRANTIES, CONDITIONS OR GUARANTEES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, THOSE RELATING TO MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR
USE, AND ALL WARRANTIES (EXCEPT THOSE WHICH MAY NOT BE LAWFULLY EXCLUDED) ARE HEREBY EXCLUDED.
Any warranties hereunder shall be void if the SOFTWARE has been subject to abuse, misuse,
accident, alteration, neglect, unauthorized repair or installation.
	 
	9.2.	 	CYBERSCIENCE SHALL NOT BE LIABLE TO THE VAR OR THE END USER OR ANY THIRD-PARTY UNDER THE
LAW OF TORT, CONTRACT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, WHETHER DIRECT OR INDIRECT
INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
WHETHER CAUSED BY THE NEGLIGENCE OF CYBERSCIENCE OR OTHERWISE ARISING BY, RESULTING FROM, OR
IN CONNECTION WITH THE USE, POSSESSION OR PERFORMANCE OF THE SOFTWARE. ANY LIABILITY OF
CYBERSCIENCE SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY CYBERSCIENCE FOR SUCH PROVEN
DEFECTIVE SOFTWARE OR THE REPLACEMENT OF PROVEN DEFECTIVE SOFTWARE, FROM WHICH SUCH LIABILITY
DIRECTLY ARISES, AS CYBERSCIENCE SHALL IN ITS SOLE DISCRETION CHOOSE, WITHOUT PREJUDICE TO THE
ABOVE, IN THE EVENT THAT CYBERSCIENCE IS HELD LIABLE, IN NO CASE SHALL CYBERSCIENCE’S
LIABILITY FOR DAMAGES HEREUNDER EXCEED $100,000.
	 
	9.3.	 	Neither party shall be liable for any failure on its part to perform the obligations under
this AGREEMENT if such failure results, wholly or partly, from acts of God, any matters beyond
the control of the defaulting party, industrial disputes, shortage of materials, decisions of
(federal, state or local governments, fire, explosion or accidents and other acts of force
majeure.




 









 






	10.	 	PATENT/COPYRIGHT INDEMNITY
	 
	10.1.	 	CYBERSCIENCE will defend and indemnify the END USER against a claim that the SOFTWARE
furnished and used within the scope of this AGREEMENT infringes upon a United States copyright
or patent, provided that (a) END USER notifies CYBERSCIENCE in writing within thirty days of
the claim; (b) CYBERSCIENCE has sole control of the defense and all related settlement
negotiations; and (c) the END USER provides CYBERSCIENCE with the assistance, information and
authority necessary to perform the above. Reasonable out of pocket expenses incurred by the
END USER in providing such assistance will be reimbursed by CYBERSCIENCE.
	 
	10.2.	 	CYBERSCIENCE shall have no liability for any claim of infringement based on: (a) the use of
a superseded or altered release of the SOFTWARE if such an infringement would have been
avoided by the use of a current unaltered release of the SOFTWARE that CYBERSCIENCE provides
to the VAR or END USER; or (b) the combination, operation, or use of any SOFTWARE furnished
under this AGREEMENT with programs or data not furnished by CYBERSCIENCE if such infringement
would have been avoided by the use of the SOFTWARE without such programs or data.
	 
	10.3.	 	If a final injunction is awarded stating that the SOFTWARE has infringed, CYBERSCIENCE shall
have the option, at its expense, to (a) modify the SOFTWARE to be non-infringing, (b) obtain
for the END USER a license to continue using the SOFTWARE, or (c) terminate the license for
the infringing SOFTWARE and refund the LICENSE FEES paid for the SOFTWARE, prorated over a
five year term from the commencement date. This Paragraph 10 states CYBERSCIENCE’s entire
liability for infringement.
	 
	11.	 	TERMINATION AND SUSPENSION
	 
	11.1.	 	The END USER may terminate this agreement at any time upon thirty days notice to the other
parties, and only after complying with the terms of Paragraph 11.5.
	 
	11.2.	 	Either CYBERSCIENCE or the END USER may, upon written notice to the other parties,
immediately terminate this agreement at any time in the event of a breach of Paragraph 8.1 by
CYBERSCIENCE or the END USER.
	 
	11.3.	 	CYBERSCIENCE may terminate this AGREEMENT immediately upon written notice to the other
parties if:
	 
	11.3.1.	 	The END USER fails to pay the LICENSE FEE within the terms of Paragraph 4.
	 
	11.3.2.	 	If the END USER files a petition under any provision of the Federal Bankruptcy Code or any
state law relating to insolvency or any such petition is filed against either party, unless
such petition and all proceedings thereunder are dismissed within thirty days from such
filing, or a trustee or receiver is appointed for all or any assets, unless such appointment
is vacated or dismissed within thirty days from the date of such appointment or the effected
party is adjudicated insolvent or bankrupt.
	 
	11.3.3.	 	If any of the END USER’s voting interests or any partnership interest (whichever is
applicable) is acquired by a competitor of CYBERSCIENCE.
	 
	11.4.	 	In the event of any other default hereunder which is not cured within thirty days of written
notice, CYBERSCIENCE may Immediately terminate this AGREEMENT.
	 
	11.5.	 	In the event of any termination of this AGREEMENT, the END USER shall immediately deliver to
CYBERSCIENCE all originals and copies of the SOFTWARE in the END USER’s possession. The END
USER shall certify in writing to CYBERSCIENCE that the END USER has complied with this
obligation.
	 
	11.6.	 	Termination of this agreement by any party will not result in the refund of any money to the
END USER or the VAR by CYBERSCIENCE.
	 
	12.	 	RELATIONSHIP OF PARTIES
	 
	 	 	The parties to this AGREEMENT are independent contractors. No partnership, joint venture,
or relationship of principal to agent, master to servant, employer to employee or franchiser
to franchisee or otherwise is established hereby between any of the parties. No party has
the authority to bind the other or incur any obligation on the other party’s behalf.
	 
	13.	 	ASSIGNMENT
	 
	 	 	As a result of the confidences to be kept by the END USER and the VAR, and as part of the
consideration paid by the END USER hereunder, neither the END USER or the VAR may assign,
mortgage, pledge, hypothecate or convey, in whole or in part, this AGREEMENT or any of the
rights and duties under it without the prior written consent of CYBERSCIENCE.
	 
	14.	 	NOTICE
	 
	 	 	Any notice, payment, consent, approval or other communication required or permitted under
this AGREEMENT shall be deemed duly given if in writing and personally delivered or sent by
certified mail, postage prepaid, to the address at the head of this agreement, to the
attention of the president, and shall be deemed to be given on the date of first attempted
delivery and any notice delivered by personal delivery, shall be deemed delivered as of the
date delivered. Any party, by written notice as described in this paragraph, may change the
address to which future notices may be sent.




 









 






	15.	 	MISCELLANEOUS
	 
	15.1.	 	This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and
their respective permitted heirs, executors, personal representatives, successors and assigns.
	 
	15.2.	 	This AGREEMENT, together with any Exhibits attached hereto, constitutes the entire agreement
of the parties and supersedes prior proposals agreements and representations between them,
whether written or oral. This AGREEMENT may not be modified, changed or amended in any manner
except by instrument in writing signed by the parties hereto. It is expressly agreed that any
terms and conditions of the END USER or VAR’s purchase order shall be superseded by the terms
and conditions of the AGREEMENT.
	 
	15.3.	 	The paragraph headings herein are inserted for convenience of reference only and do not
define, limit or proscribe the scope of this AGREEMENT or any Exhibit attached hereto.
	 
	15.4.	 	In the event any provision of this AGREEMENT is held to be invalid or unenforceable, the
remaining provisions of this AGREEMENT will remain in full force and effect. Any waiver
hereunder by any party must be in writing and signed by the party to be charged. No waiver by
any party of any provision hereof shall he deemed a waiver of any other provision hereof or of
any subsequent breach by any party of the same or any other provision.
	 
	15.5.	 	The parties hereto acknowledge and agree that time is strictly of the essence with respect
to each and every term, condition, covenant, obligation and provision hereof, and that failure
to timely perform any of the terms, conditions, covenants, obligations or provisions hereof by
either party shall constitute a breach of and a default under this AGREEMENT by the party so
failing to perform.
	 
	15.6.	 	The parties hereto acknowledge and agree that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this AGREEMENT or any amendments or Exhibits hereto.
	 
	15.7.	 	This AGREEMENT shall be governed by and construed in accordance with the laws of the State
of Colorado. Any action relating to this AGREEMENT brought by the VAR or the END USER against
CYBERSCIENCE will be instituted In a State or Federal Court in the State of Colorado.
	 
	16.	 	SOFTWARE LICENSE INFORMATION





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	SOFTWARE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	CLASS	 	Operating	 	 	 	 	 	 	 	 	 	Serial
	Item	 	Quantity	 	User(s)	 	Definitions(2)	 	System	 	CPU	 	Databases	 	Number
	1
	 	 	1	 	 	 	8	 	 	CQ	 	Linux	 	Intel Pentium	 	CISAM	 	 	N/A	 
	2
	 	 	1	 	 	 	24	 	 	CS RT	 	Linux	 	Intel Pentium	 	CISAM	 	 	N/A	 
	3
	 	 	1	 	 	 	8	 	 	CQCS-W	 	 	N/A	 	 	 	W/S	 	 	 	N/A	 	 	 	N/A	 
	4
	 	 	1	 	 	 	128	 	 	CS-W	 	 	N/A	 	 	 	W/S	 	 	 	N/A	 	 	 	N/A	 






	 	 	 	 	 	 	 
	Product	 	Description	 	Users	 	Per
	eCQ Server
	 	The Enterprise Cyberquery Server	 	N/A	 	Server
	eCQ Developer License
	 	To build new and edit existing reports (includes eCQ Runtime)	 	2	 	W/S
	eCQ Runtime License
	 	To run and subscribe to existing reports	 	5	 	W/S
	eCQ Viewer
	 	To access and view eCQ reports	 	15	 	W/S
	eCQ Launchpad Server
	 	LaunchPad/Web-reports Portal Server	 	N/A	 	Server
	eCQ Launchpad Client
	 	LaunchPad/Web-reports Portal user	 	22	 	W/S
	eCQ Qdirector Server
	 	QDirector – Enterprise Scheduler	 	N/A	 	Server
	eCQ QDirector Client
	 	QDirector Administrator Client	 	2	 	W/S






	 	 	 
	Notes:

	 	Server means priced per server NOT per CPU in the server or the size of power of the CPU.
W/S means per Work Station and/or per Named User NOT concurrent user.
Products may be added, merger, split or removed at the sole discretion of Cyberscience Corporation.






 









 





IN WITNESS WHEREOF, this AGREEMENT has been executed as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	for CYBERSCIENCE:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cyberscience Corporation,	 	 	 	 	 	 
	a Colorado Corporation	 	 	 	for the VAR
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	/s/ David L. Potter
	 

	 	 
	 	 	 	 	 	 
	Print Name:

	 	Nigel Brown John
	 	 	 	Print Name:
	 	David L. Potter
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	President
	 

	 	 	 	 	 	Date:
	 	1/26/2006
	 
	 	 	 	 	 	 	 	 
	for the END USER:

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Print Name:

	 	/s/ Rollin P. Rissinger
 

Rollin P. Rissinger
	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 
	Date:

	 	1/26/2006	 	 	 	 	 	 






 









 






eCQ SOFTWARE LICENSE AND SUPPORT AGREEMENT




AGREEMENT NO. 5567




DATE January 28, 2008




PARTIES



CYBERSCIENCE CORPORATION a Colorado Corporation located at 10065 E. Harvard Ave., Suite 600,
Denver, Colorado 80251 9 CYBERSCIENCE)



SCIPS, 8764 Easton Road, Suite A, Revere, PA 18953 (VAR)




and



Lebanon Mutual Insurance Company, 137 West Penn Avenue, Cleona, Pennsylvania 17042 (LICENSEE)




	 	 	 	 	 	 	 
	SITE:

	 	 	 	 	 	137 West Penn Avenue, Cleona, Pennsylvania 17042
	 
	 	 	 	 	 	 
	EQUIPMENT:
	 	 	 	 	 	 
	 

	 	Hardware:
	 	Intel 586	 	 
	 

	 	Op/System:
	 	Linux	 	 
	 

	 	Database:
	 	C18AM	 	 
	 
	 	 	 	 	 	 
	MINIMAL ANNUAL LICENSE FEE FOR 0S BROWSER CLIENT LICENSES: $12,000.00






	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	“eCQ” means the Software, Software Support, advice and consulanty offered under this
Agreement.
	 
	1.2	 	“The Software” means the combination of computer program in object code form identified by
Cyberscience from time to time in a Price List along with relevant documentation incorporating
all derivatives or modified versions thereof and all updates supplied by Cyberscience.
	 
	1.3	 	“Price List” means a dated document published by Cyberscience containing pricing information
relating to the components that make up Software.
	 
	1.4	 	“Licensee” means the second party named above, its wholly owned subsidiaries and includes all
officers, directors, employees, agents and principals thereof.
	 
	1.5	 	“Software Support” means maintenance of the Software subject to the terms of this License
Agreement.
	 
	1.6	 	“Equipment” means the computer hardware, operating system and database identified in this
Agreement with which the Software will be used.
	 
	1.7	 	“Site” means the physical location and postal address identified in this Agreement where the Software is installed.
	 
	1.8	 	“License Fee” means the fee payable to Cyberscience by Licensee tor use of the Software.
	 
	1.9	 	“Monthly License Fee” means the fee(s) shown in the Price List.
	 
	1.10	 	“Annual License Fee” means the fee(s) shown in the Price List.
	 
	1.11	 	“User Count” means the total number of identified users which Licensee is permitted to
operate for each individual component of the Software as shown in the Price List.
	 
	1.12	 	“Server Installation” means the total number of identified copies of server components of The
Software that the Licensee is permitted to install and operate for each component of The
Software as shown in the Price List..
	 
	1.13	 	“Schedule” means any Schedule that is part of this Agreement and further Schedules initialed
by the parties and annexed to this Agreement whether at the time of execution of this
agreement or subsequently.
	 
	1.14	 	“VAR” means the Cyberscience Alliance Member providing the Software to Licensee as part of an
application solution.
	 
	1.15	 	Clause headings are for convenience only and shall rot affect the interpretation of the
Agreement.
	 
	1.16	 	Other terms used in this Agreement shall be interpreted consistent with their ordinary
meaning in computer software and support agreements and the context in which they are used.
	 
	2	 	TERM, SCOPE AND AMENDMENT OF AGREEMENT




 









 






	2.1	 	This Agreement shall be effective on the date it is executed by Licensee. The eCQ agreement
may be amended by issuance of a new Price List, which shall be effective on the date stated in
the new Price List, in no event will Licensee
received less than 60 days notice of any change in the effective price. The obligations
of the parties regarding future performance hereunder may be terminated as provided in
clause 12.
	 
	2.2	 	The terms of this Agreement shall apply to any new Price List.
	 
	3.	 	LICENSE
	 
	3.1	 	Conditioned upon and in consideration of Licensee’s payment of the License Fee, Cyberscience
grants to Licensee a nonexclusive, non-transferable License to install the Software only on
the Equipment located and operated at the Site and to use the Software solely for the purpose
of processing Licensee’s own internal data subject to the terns and conditions of this
Agreement. Licensee shall not use or permit the Software to be used to process data for any
third person as a service bureau service. application service provider, by lease or in any
other manner.
	 
	32	 	Certain components of The Software are licensed on an identified User Count basis and certain
components of The Software are licensed on a Server Installation basis. It is the Licensee’s
responsibility to promptly inform Cyberscience when the number of identified users and/or
Server Installations of each item of The Software exceeds the User Court or Instance Count
shown in the Price List for that Item of The Software,
	 
	3.3	 	Licensee grants to Cyberscience the right to audit the number of users using, and number of
Server Installations of, the Software either by onsite inspection or remotely by electronic
means.
	 
	3.4	 	Licensee acknowledges that the Software communicates monthly reports regarding the use of the
Software to Cyberscience by email or other agreed electronic communication and that
Cyberscience will use this information to determine the appropriate License Fee. Licensee
consents to and shall take no action which would foreseeably invade the transmission or
accuracy of these reports,
	 
	3.5	 	Where Licensee’s actual use has for any reason been knowingly under-reported. Cyberscience
reserves the right to apply a penalty not exceeding one hundred percent (100%) of the fees
under-reported.
	 
	3.6	 	For the mutual security of all parties each copy of the Software contains an expiry data.
This device does not restrict the License granted by clause 3.1.
	 
	3.7	 	Provided Licensee is in compliance with this Agreement Cyberscience shall notify Licensee in
advance that an expiry date is imminent and provide patches to extend Licensee’s authorized
use of the Software in advance of each expiry date. Licensee shall be solely responsible for
ensuring that such patches are received and applied in a timely fashion.
	 
	4.	 	PROPRIETARY RIGHTS IN AND CONFIDENTIALITY OF THE SOFTWARE
	 
	4.1	 	The Software is the proprietary product of Cyberscience and is protected by copyright and
ether intellectual property laws. The Software is licensed for use, not sold. Unauthorized use
of the Software, including use in excess of the License granted hereby, constitutes copyright
infringement. The Software is personally licensed to Licensee and is not transferable. By this
License Agreement Licensee acquires only the right to install and use the Software in
accordance with the terms hereof. Licensee does not acquire any other right, express or
implied. in the Software or media containing the Software. Cyberscience, or its licensor,
shall at all times retain all right, title and interest, including intellectual property
rights, in the Software and the media.
	 
	4.2	 	Licensee shall keep the Software confidential and limit access to the Software to those of
its employees, agents and subcontractors who have either a need to know or who are engaged in
the use of the Software under this Agreement.
	 
	4.3	 	Licensee shall keep the Software in safe custody and take all reasonable steps to prevent the
theft or unauthorized access to or use of the Software.
	 
	4.4	 	Licensee shall not, and shall not permit any other party to, disassemble, decompile, reverse
engineer, or translate the whole or any part of the Software. Licensee wilt advise its
division and department heads, managers and staff of these restrictions, and take commercially
reasonable measures to assure these restrictions are not violated by anyone within Licensee’s
employ or control. Licensee shall not repair, modify, enhance, or create derivative works of
the Software or permit or facilitate others to do so, and agrees that any derivative works
made in violation of this Agreement are the exclusive property of Cyberscience. Licensee may
make no more than one (1) complete copy of the Software for backup purposes. Each disc or
other media containing the permitted backup copy shall be labeled with all copyright and other
proprietary notices contained on the original Software label. The foregoing limitations and
requirements regarding the number of backup copies and labeling do not apply to any backup
made as part of a regular, systematic backup of all computer programs and data stored on a
desktop computer or network server made solely for archival or disaster recovery purposes.
Licensee agrees that upon the request of Cyberscience it shall inform Cyberscience of the
location of any copies of the Software and permit Cyberscience to inspect them. Licensee shall
promptly advise Cyberscience of any violation or suspected violation of this clause 4.4.
	 
	4.5	 	Without prejudice to the foregoing Licensee shall take all ether steps as are from time to
time necessary to protect the confidential information and intellectual property rights of
Cyberscience in the Software.
	 
	5.	 	TRADEMARKS




 









 






	5.1	 	All parties acknowledge the ownership of the other’s trade names and trademarks. No party
shall use any trade name or trademark owned by the other party without the explicit written
permission of the other party.
	 
	6.	 	LIMITED WARRANTY
	 
	6.1	 	Cyberscience warrants that its title to the Software is free and unencumbered and that it has
the right power and authority to license the Software upon the terms and conditions of this
Agreement.
	 
	6.2	 	Cyberscience warrants that (a) the delivery media is free of defects in materials and
workmanship under normal use: and (b) unmodified Software will substantially perform functions
described in documentation provided by Cyberscience when operated on the designated
computer(s), operating system(s) end database(s). Cyberscience does not warrant that: the
Software will meet Licensee’s requirements, that operation of the Software will be
uninterrupted or error-tree, or all the Software errors will be corrected. The Software is
delivered to Licensee “AS IS” with all faults. If Licensee timely reports an error in the
Software, Cyberscience shall, at its option, correct the error, provide Licensee with a
reasonable procedure to circumvent the error, or, upon return of the Software to Cyberscience
by Licensee, refund any License Fee paid in respect of the period from the date of return of
the Software. Cyberscience will replace any defective media without charge if it is returned
to Cyberscience. These are Licensee’s sole and exclusive remedies for any breach of warranty.
	 
	6.3	 	Except as stated above there are no warranties which extend beyond the face of this
Agreement. The foregoing warranties are in lieu of all other warranties, express or implied,
including without limitation implied warranties of merchantability or fitness for a particular
purpose, which warranties are specifically disclaimed. All conditions, warranties, terms and
undertakings implied in this Agreement by statute or at common law regarding the Software and
the provision of related services, including without limitation all implied warranties of
merchantability or fitness for a particular purpose use are excluded except for those which
may not be lawfully excluded. This Limited Warranty gives Licensee specific legal rights.
Licensee may have other rights which vary from state to state. Some states do not allow the
exclusion or limitation of liability for consequential or incidental damages.
	 
	7.	 	SOFTWARE SUPPORT
	 
	7.1	 	All Support Services to Licensee will be made through VAR. This agreement provides no direct
Support channel between Licensee & Cyberscience Corporation.
	 
	7.2	 	Software Support does not include the diagnosis or rectification of any problem arising from
or caused by Licensee’s failure to comply with the terms of this Agreement including without
limitation any use of the Software outside the terms of this Agreement.
	 
	8.	 	ENTICEMENT/NON-SOLICITATION
	 
	8.1	 	All parties undertake that they shall not without the prior written consent at the other
parties, either during or within twelve months of the termination of this Agreement, engage
employ or otherwise entice or solicit for employment, any person who during the relevant
period of this Agreement, was an employee of the other party.
	 
	9.	 	LICENSEE’S MAINTENANCE OBLIGATIONS
	 
	9.1	 	Licensee undertakes to ensure that the Equipment and the applicable operating system are
properly maintained to manufacturer’s recommended standards subject only to retaining
compatibility with the Software releases.
	 
	9.2	 	Licensee undertakes to consult with Cyberscience before upgrading its operating system or
database software to ensure that the Software is compatible with the proposed operating system
version or database version.
	 
	9.3	 	Cyberscience reasonably believes and advises Licensee that a problem or problems with the
Software may be remedied by upgrading to a later or current release of the operating system or
database software and if Licensee fails to upgrade then technical support shall be provided
only on a time and materials basis, Cyberscience’s resources permitting (‘Supplemental
Software Support”). Upon Licensee’s request Cyberscience shall provide an estimated cost of
providing Supplemental Software Support in advance of providing the same. Licensee
acknowledges that the cost of providing Supplemental Software Support Is not included in the
Price List and is an additional charge.
	 
	9.4	 	Licensee undertakes to ensure that persons contacting Cyberscience for Software Support or
Supplemental Software Support are reasonably competent and properly trained in the operation
of the Software.
	 
	9.5	 	Licensee undertakes to promptly install current versions of the Software when supplied and
Cyberscience reserves the right not to support older versions of the Software.
	 
	10.	 	PAYMENTS
	 
	10.1	 	All payments due hereunder shall paid to VAR for the benefit of Cyberscience,
	 
	10.2	 	All payments due hereunder are exclusive of any applicable taxes. Licensee shall be
responsible for all applicable national, state, and local taxes, value added or sales taxes,
tariffs, exchange, interest, banking, collection, and other charges and levies and assessments
pertaining to payments other than taxes based on Cyberscience income. All payments by Licensee
made to VAR for the benefit of Cyberscience pursuant to this Agreement shall be made without




 









 






	 	 	any withholding or deduction of any withholding tax or other tax or mandatory payment to
government agencies. If Licensee is legally required to make any such withholding or deduction
from any payment to VAR under this Agreement, the sum payable by Licensee upon which such
withholding or deduction is based shall be increased to the extent necessary to ensure that,
after such withholding or deduction, Cyberscience receives and retains, free from liability
for
such withholding or deduction, a net amount equal to the amount Cyberscience would have
received and retained in the absence of such required withholding or deduction.
	 
	10.3	 	Licensee agrees to pay invoices properly rendered by VAR for the benefit of Cyberscience
under this Agreement within 45 days of issue or in accordance with the terms of the relevant
invoice if different.
	 
	10.4	 	Where any payment due to Cyberscience under this Agreement is overdue Cyberscience
may, in addition to such other remedies prescribed in this Agreement or available
at law:
	 
	10.4.1	 	suspend Software Support: and
	 
	10.4.2	 	charge interest on the overdue payments from the invoice date until receipt of payment in
full at the higher rate: of 4% above ‘prime rate’ as reported by WSJ. or 18% per annum.
	 
	11.	 	LIMITATION OF LIABILITY
	 
	11.1	 	Cyberscience shall indemnify Licensee for personal injury or death caused by the negligence
of Cyberscience or its employees. Cyberscience shall not be liable whether in contract, tort
or otherwise and whether or not Cyberscience has been advised of the possibility of such toss
for (a) direct, indirect, special, incidental, consequential or exemplary damages or loss;
(b) loss of savings or profits;: (c) loss of revenue; (d) loss of business or goodwill;
(e) loss of, damage to or corruption of data; and/or (f) work slow-downs or stoppage, hardware
failure or malfunction resulting from any defect in the Software: and/or )g) loss resulting
from the use, the inability to use, or reliance on the results produced by the Software.
Cyberscience’s liability for direct loss or damage not excluded hereunder shall in no event
exceed a total aggregate limit of $100,000.
	 
	11.2	 	Cyberscience shall have no liability to Licensee under the circumstances mentioned in clause
11.1 unless Licensee serves notice of the same upon Cyberscience within 30 days of the date it
becomes aware of the circumstances giving rise to the event or the date when it ought
reasonably to have became so aware.
	 
	11.3	 	Cyberscience shall not be liable for any breach of its obligations under this Agreement
resulting from causes beyond its reasonable control including without limitation Act of God
any act or decision of the Central or Local Government. fire, explosion. accidents beyond the
control of Cyberscience, industrial dispute, shortage of materials, acts of terror, war
(whether declared or undeclared), or not.
	 
	12.	 	TERMINATION
	 
	12.1	 	Licensee may terminate the License granted hereby and its obligations to pay future License
Fees upon 30 days written notice to Cyberscience.
	 
	12.2	 	Cyberscience may terminate the License granted by and its obligations for future performance
under this Agreement immediately upon written notice to Licensee if:
	 
	12.2.1	 	Licensee fails to make any payment under this Agreement as and when that payment falls due;
	 
	12.2.2	 	Licensee commits any material breach of any term of this Agreement that, if capable of being
remedied, is not remedied within 30 days; or
	 
	12.2.3	 	an individual Licensee becomes bankrupt or Licensee goes into liquidation (other than for
the purpose of amalgamation or reconstruction) or has a receiver appointed over all or any
part of its assets or business.
	 
	12.3	 	Termination pursuant to clause 12.2 shall be without prejudice to any other rights or
remedies a party may be entitled to under this Agreement or at law and shall not affect any
accrued rights or liabilities of a party nor the coming in to or continuance in force of any
provisions of this Agreement which are expressly or by implication intended to come into or
continue in force on or after the date termination is effective. This clause applies in
particular without limitation to the provisions of clause 4.
	 
	12.4	 	In the event of termination Licensee shall immediately return to Cyberscience or destroy (as
instructed by Cyberscience) all copies of the Software and all other property belonging to
Cyberscience including without limitation all documentation in the possession of Licensee
relating to the Software. Licensee shall certify in writing to Cyberscience that licensee has
complied with this obligation.
	 
	12.5	 	In the event that Cyberscience ceases to conduct business then:
	 
	12.5.1	 	Cyberscience shall use commercially reasonable efforts to create or contract with a
successor to undertake the Software Support obligations of Cyberscience (“Successor Company”),
in which event Cyberscience’s Software Support obligations under this Agreement will be
automatically transferred to the Successor Company;




 









 






	12.5.2	 	Licensee shall have the right to use the Software without charge for a maximum period of
ninety days (90) from the date Cyberscience officially ceases business unless arrangements are
made for a Successor Company to assume Cyberscience’s obligations hereunder;
	 
	12.5.3	 	if after ninety (90) days no arrangements have been made for a Successor Company to assume
Cyberscience’s obligations hereunder, then Licensee shall have the right to continue to use
the Software without charge and Cyberscience shall have no continuing obligation to provide
Software Support.
	 
	13.	 	USER COUNT AND INSTANCE COUNT
	 
	13.1	 	The User Count and Instance Count shown in the Price List for each component of the Software
is the minimum User Count and minimum Instance Count contracted for. The User Count and
Instance Count may increase by the mutual agreement of the parties subject to payment of the
appropriate License Fee.
	 
	14	 	ASSIGNMENT
	 
	14.1	 	Licensee may not assign this Agreement and the rights and obligations without the prior,
written consent of Cyberscience.
	 
	15.	 	NATURE OF AGREEMENT
	 
	15.1	 	This Agreement and the Schedules represents the entire Agreement between the parties in
relation to the subject matter of this Agreement and supersede all previous agreements and
understandings related to this subject matter between the parties whether written or oral.
	 
	15.2	 	Each party acknowledges that in entering into this Agreement it does not do so on the basis
of, and does not rely on, any representation, warranty or other provision except as expressly
provided in this Agreement.
	 
	15.3	 	If for any reason a court of competent jurisdiction finds any provision of this Agreement or
portion thereof is unenforceable, that provision of the Agreement shall be enforced to the
maximum extent permissible so as to effect the intent of the parties, and the remainder of
this Agreement shall continue in full force and effect.
	 
	16.	 	WAIVER
	 
	16.1	 	Failure by either party to enforce any one or more of the provisions of this Agreement shall
not be a waiver of !hem or of the right subsequently to enforce those provisions.
	 
	17.	 	NOTICES AND SERVICE
	 
	17.1	 	Any notice or other information or process, required or authorized by this Agreement to be
given to the other party may be given by hand or sent (by first class pre- paid post} to the
other party at the address referred to at the head of this Agreement. The same will apply to
the service of any legal proceedings arising out of this Agreement
	 
	18.	 	PUBLICITY
	 
	18.1	 	Licensee will allow Cyberscience to issue press releases and publish stories related to the
installation and use of the Software by Licensee. The content of such publicity shall be
previously approved by Licensee, which shall not be unreasonably withheld. All publicity by
Licensee will keep the pricing structure and content strictly confidential
	 
	19.	 	U.S. GOVERNMENT RESTRICTED RIGHTS
	 
	19.1	 	RESTRICTED RIGHTS LEGEND: The Software is commercial computer software developed exclusively
at private expense. Government users will receive no greater then Restricted Rights as defined
in FAR 52.227-14. FAR 52.227-19(c((1-2} (Jun 1987) or DFAR 252.227-7013(c)(1)(ii) (Oct 1988),
DFAR 252.221.7015(c) (May 1991). DFAR 252.227-7014, or DFAR 252.227-7018 as
applicable in the Software. Contractor/Licensor Cyberscience Corporation, a Colorado
Corporation located at 10065 E Harvard Ave. Suite 800, Denver, Colorado 80231.
	 
	20.	 	EXPORT AND OTHER RESTRICTIONS
	 
	20.1	 	The Software licensed hereunder is subject to the export control laws and regulations of the
United States and any amendments thereof. You shall comply fully with all laws and regulations
of the United Stales and other countries (“Export Law”) to assure that neither the Software
nor any direct products thereof are (1) exported or re-exported, directly or indirectly, in
violation of Export Laws or (2) are used for any purpose prohibited by Evart Laws including,
without limitation, the design, development or production of nuclear, chemical or biological
weapons.
	 
	21.	 	ARBITRATION AND PROPER LAW
	 
	21.1	 	Any dispute arising out or relating to the formation, interpretation or performance of this
Agreement shall be governed by the laws of the State of Colorado without reference to the law
of any other state, and without regard or reference to the




 









 






1980 United Nations Convention on
the International Sale of Goads. In any legal action or proceeding, jurisdiction and venue
over any dispute arising hereunder shall lie only with a court having appropriate jurisdiction
in Denver. Colorado. At present, these courts include the District Court for the City and
County of Denver, Colorado; the County Court for the City and County of Denver, Colorado; and
the United States District Court for the District of Colorado. If for any reason a court
of competent jurisdiction finds any provision of this Agreement or portion thereof is
unenforceable, that provision of the Agreement shall be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of this Agreement
shall continue in full force and effect. If either party employs attorneys to enforce any
nights arising out of or relating to this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys’ fees. No action arising out of the delivery or use of
the Software may be brought by any party more than two (2) years after the cause of action
has accrued.



	 	 	 	 	 	 	 	 	 
	AUTHORIZED SIGNATORY OF LICENSEE	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNATURE: 

PRINT NAME:

	 	/s/ Robin P. Rissinger
 

Robin P. Rissinger
	 	 	 	 	 	 
	TITLE:

	 	President	 	 	 	 	 	 
	DATE:

	 	1/26/06	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	AUTHORIZED SIGNATORY OF VAR:	 	 	 	AUTHORIZED SIGNATORY OF CYBERSCIENCE:
	 	 
	SIGNATURE:

	 	/s/ David L. Potter
	 	 	 	SIGNATURE:	 	 
	 

	 	 
	 	 	 	 	 	 
	PRINT NAME:

	 	David L. Potter
	 	 	 	PRINT NAME:	 	 
	 

	 	 	 	 	 	 	 	 
	TITLE:

	 	President
	 	 	 	TITLE:	 	 
	 

	 	 	 	 	 	 	 	 
	DATE:

	 	1/26/06
	 	 	 	DATE:	 	 
	 

	 	 	 	 	 	 	 	 





 









 






Cyberscience Corp - Issue Date: January 2006 - Code #950-000-1




eCQ Price List©




Note: This eCQ Price list supersedes all previously issued prices.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Per	 	Initial	 	Extended
	Product	 	Product Description	 	Per	 	Year	 	Qty	 	Price
	CS Browser Client
	 	Access to CS Runtime via	 	 	W/S	 	 	$	5,000.00	 	 	5-pack	 	$	5,000.00	 
	(5 Named User Base
	 	Microsoft Internet Explorer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Package)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CS Browser Client
	 	Access to CS Runtime via	 	 	W/S	 	 	$	100.00	 	 	 	75	 	 	$	7,500.00	 
	(Additional Named
	 	Microsoft Internet Explorer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Users)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Annual
	 	(Actual product usage data	 	 	 	 	 	 	 	 	 	 	 	 	 	$	12,500.00	 
	Subscription Fees
	 	collected monthly.)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










	 	 	 
	Notes:	 	Server means priced per server NOT per CPU in the server or the size of power of the CPU.
W/S means per Work Station and/or per Named User NOT concurrent user.





Products may be added, merger, split or removed at the sole discretion of Cyberscience Corporation.