§1. Description and Scope of Agreement.

All services provided under this contract shall be defined in a Statement of Work that is clearly

identified with this contract. If the terms of the Statement of Work differ from the Agreement,

notice must be given to the point of contact, in the manner of, and at the locations outlined in the

addresses section below.

§2. Contents of Agreement.

This Agreement consists of (1) this document, including all terms and conditions listed herein, (2)

any Statement of Work entered into under this Agreement, and (3) any services description

entered into under this agreement.

The documents identified in this section of this Agreement constitute the entire agreement

between the parties to this Agreement concerning the subject matter hereof, and supersede any

other prior and contemporaneous communications. The terms of these documents shall control in

the following order: (i) this Agreement, and (ii) any Statement of Work or Services Description.

The terms of any purchase order or any general terms and conditions the Customer or its

Subdivisions maintain, other than those mandatory terms required by statute or regulation, do not

apply. This Agreement can be changed only by an amendment signed by both parties.

§ 3. Definitions.

In this agreement:

An “Affiliate” is any legal entity owned by CodeFirm LLC, that owns CodeFirm LLC, or is under

common ownership with CodeFirm LLC.

“Confidential Information” is information marked or otherwise identified in writing by a party to

this contract as proprietary or confidential or that, under the circumstances surrounding the

disclosure, ought in good faith to be treated as proprietary or confidential. Confidential Information

includes non-public information regarding either party’s products, features, marketing and

promotions, and the negotiated terms of our agreements, except as otherwise required by action

of law. All beta products are confidential unless excepted in the section regarding Confidential

Information later in this agreement. Confidential information does not include information which:

(i) the recipient developed independently; (ii) the recipient knew before receiving it under the

relevant agreement; or (iii) is or subsequently becomes publicly available or is received from

another source, in both cases other than by a breach of an obligation of confidentiality.

“Customer” is defined as the company, organization, board, or agency referred to in Description

and Scope of this Agreement and that has signed this Agreement with CodeFirm LLC.

“Customer” also refers to any subdivision of the Customer that signs a Statement of Work or

services description under this Agreement.

“Fixes” are bug fixes, workarounds, patches, beta fixes and beta builds of software products.

“Partners” are companies, organizations, or other entities within the same industry as CodeFirm

LLC with which CodeFirm LLC has an ongoing, legally defined professional or commercial


“CodeFirm LLC” refers to the division of CodeFirm LLC that has signed this Agreement or an

affiliate that signs a Statement of Work or services description under this Agreement.

“Service Deliverables” are computer code and related materials, other than fixes provided to

the Customer as a part of the performance of services.

“Services” are professional services as provided under this contract, and may include

development, product support, or consulting services.

A “Services Description” is an agreement entered into by CodeFirm LLC and the Customer

under the terms of this agreement for the purpose of obtaining support services, to be provided to

the Customer by CodeFirm LLC. A Statement of Work is a valid part of this agreement only if it

directly references this agreement by number.

A “Statement of Work” is an agreement entered into by CodeFirm LLC and the Customer under

the terms of this agreement for the purpose of obtaining professional consulting services, to be

provided to the Customer by CodeFirm LLC. A Statement of Work is a valid part of this

agreement only if it directly references this agreement by number.

A “Subdivision” is any agency, board, commission, corporation, partnership, department,

instrumentality, division, unit or other office that is supervised by or is part of the Customer, or

which supervises the customer or of which the customer is a part. If the customer is a

government entity, Subdivision may include, as mandated by law, any county, borough,

commonwealth, city, municipality, town, township, special purpose district, or other similar type of

governmental instrumentality located within the Customer’s jurisdiction and geographic

boundaries, provided that a state and its Subdivisions shall not, for purposes of this definition, be

considered to be Subdivisions of the Federal government or its Subdivisions.

A “Work Order” is the same as a Statement of Work for the purposes of this agreement.

Certain other terms are defined as set forth elsewhere in this agreement.

§4. Services.

CodeFirm LLC agrees to provide product support and consulting services under the terms and

conditions of this Agreement. The precise scope of any services to be provided under this

Agreement will be specified in Statements of Work (for consulting services) or Services

Descriptions (for support services) entered into under this Agreement. The customer or any

subdivision of the Customer may enter into Statements of Work and/or Services Descriptions

under this Agreement with the division of CodeFirm LLC signing this agreement, or any other

division or affiliate of CodeFirm LLC. CodeFirm LLC’ ability to deliver the services described in

Statements of Work and/or Services Descriptions depends upon full and timely cooperation by

the Customer and the Customer’s staff, as well as the accuracy and completeness of any

information provided. This Agreement does not obligate either CodeFirm LLC or the Customer to

enter into any specific Statement of Work or Services Description.

§5. Supportability.

During the term of a Services Description, CodeFirm LLC may add support for new products,

made by CodeFirm LLC or one or more of its partners, or discontinue support for products that

are obsolete or for which the intellectual property rights are sold to another company with no

partner relationship to CodeFirm LLC. If CodeFirm LLC discontinues support for a product, it must

give the Customer six months notice prior to the discontinuance of services, unless it is legally

bound to discontinue services. If CodeFirm LLC sells to another entity the intellectual property

rights to one or more of its products, it will give the Customer notice of the sale under the terms of

this Agreement and will either arrange for the purchasing entity to continue the support

immediately or continue support itself for 90 days to give the Customer time to make alternative


There may be cases where the Customer’s implementation of a product or group of products

cannot be effectively supported. As part of providing the support services, CodeFirm LLC will

notify the customer if it determines that such a situation exists. If the customer is unwilling to

modify the implementation to make it effectively supportable within 30 days after notice from

CodeFirm LLC that the implementation cannot be supported, CodeFirm LLC will not be obligated

to provide additional support services for that particular implementation.

§5. Support for Unlicensed Products.

CodeFirm LLC will not provide support services of any kind for products, either hardware or

software, that are not validly licensed.

§6. Fees and Expenses Incurred in Performance of this Agreement.

The Customer agrees to pay CodeFirm LLC the fees described in each work order and services

description. Unless such expenses are specifically included in the rates provided to the customer

as an attachment to this Agreement, or are unambiguously waived in the specific Statement of

Work under which the services are performed, the Customer also agrees to pay reasonable outof-

pocket travel and living expenses (if any) as required in the performance of services under this

Agreement. If the customer is a government entity, CodeFirm LLC shall comply with the

requirements of law in the Customer’s jurisdiction regarding the amount of, calculation of, and

payment of travel and living expenses.

The Customer agrees to pay invoices issued under this agreement within 30 days of the date of

the invoice. CodeFirm LLC will not change its fees during the term of a Statement of Work or

Services Description. However, CodeFirm LLC may adjust fees prior to entering any Statement of

Work or Services Description. CodeFirm LLC’ fees exclude taxes, duties, tariffs, value added

taxes or other governmental charges required by law, and such applicable taxes or fees will be

billed to and paid by the Customer. CodeFirm LLC is responsible for taxes based upon its own

personal property ownership and net income. CodeFirm LLC is authorized under this Agreement

to assess a finance charge of the lesser of 1.5% per month or the highest amount allowed by law

on all past due amounts. Failure to pay for more than 60 days after the date of invoice shall be a

material breach of this Agreement.

§7. Restrictions on Use.

The customer may not:

1. Rent, lease, lend or host service deliverables, except where CodeFirm LLC agrees by written


2. Reverse engineer, decompile or disassemble fixes or service deliverables, except to the extent

expressly permitted by applicable law despite this limitation or where CodeFirm LLC agrees by

written agreement;

3. Transfer licenses to, or sublicense, fixes or service deliverables to the U.S. Government.

The Customer acknowledges that software licensed under this agreement is of U.S. origin. The

Customer agrees to comply with all applicable international and national laws that apply to these

products, including the U.S. Export Administration Regulations, as well as end-user, end-use and

country destination restrictions issued by U.S. and other governments.

Neither party grants the other the right to use any trademarks, trade names, or other designations

in any promotion or publication without express written consent by the other party.

§8. Ownership and license.

Software and materials provided by CodeFirm LLC in connection with the services will be

provided subject to the following provisions:

a. Consulting Services. Each Statement of Work will specify the rights in computer software and

materials delivered under it.

b. Support Services. Use of any fixes is defined by the product use rights for the affected

product or, if the fix is not provided for a specific product, any other use terms provided by

CodeFirm LLC on the provider of the product. All fixes are licensed to the Customer. CodeFirm

LLC will provide the Customer with a copy of the applicable product use rights or other use terms,

or it will make them available to the Customer either by publication on the World Wide Web at a

site identified to the Customer or by some other reasonable means. The Customer acknowledges

that it has access to the World Wide Web. CodeFirm LLC may also provide other computer

software and materials, as limited by the terms of this contract, in connection with support

services. The services description will specify the rights in the computer software and materials

for those services. CodeFirm LLC does not transfer ownership rights in any licensed products and

it reserves all rights not expressly granted.

§9. Confidentiality and Disclosure.

For a period of five years after disclosure, neither party will use the other’s confidential

information without the other’s written consent except in furtherance of the relationship created by

this Agreement or subsequent agreements or disclose the other’s confidential information except

(i) to obtain advice from legal or financial consultants, or (ii) if compelled by law, in which case the

disclosing party will use its best efforts to give the other party notice of the requirement so that the

disclosure can be contested. The Parties to this Agreement will take reasonable precautions to

safeguard each other’s confidential information. Such precautions will be at least as great as

those each take to protect their own confidential information. The Parties to this Agreement will

disclose each other’s confidential information to their respective employees or consultants only on

a need-to-know basis and subject to the confidentiality obligations imposed here. When

confidential information is no longer necessary to perform any obligation under any of the

agreements, each party will return it to the other or destroy it at the other’s request.

Notwithstanding any other provision of this Section and if the Customer is a government entity,

the Customer may disclose the terms and conditions of this agreement in accordance with the

requirements of any public records law.

§10. Retained Rights Regarding Confidentiality and Disclosure.

The Parties to this Agreement are free to develop products independently without the use of the

other’s confidential information. Neither party is obligated to restrict the future work assignments

of people who have had access to confidential information. In addition, these people are free to

use the information that they remember related to information technology, including ideas,

concepts, know-how or techniques, so long as they do not disclose confidential information of the

other party in violation of this agreement. This use shall not grant either party any rights under the

other’s copyrights or patents and does not require payment of royalties or separate license. The

Parties to this Agreement may provide suggestions, comments or other feedback to the other with

respect to the other’s confidential information. Feedback is voluntary and the receiving party is

not required to hold it in confidence. The receiving party will not disclose the source of feedback

without the providing party’s consent. Feedback may be used for any purpose without obligation

of any kind.

§11. Cooperation in the Event of Disclosure of Confidential Information.

The Parties to this Agreement mutually agree to immediately notify the other upon discovery of

any unauthorized use or disclosure of confidential information and agree to cooperate in any

reasonable way to help the other regain possession of the confidential information and prevent

further unauthorized use.

§12. Knowledge Obtained or Derived.

CodeFirm LLC may use any technical information derived from providing the services relating to

problem resolution, troubleshooting, product functionality enhancements and fixes, for our

knowledge base. CodeFirm LLC agrees not to identify the Customer or disclose any of the

Customer’s confidential information in any item in the knowledge base.

§13. Independent Contractor Subcontractors.

CodeFirm LLC provides services as an independent contractor, and will be responsible for any

and all social security, unemployment, workers’ compensation and other withholding taxes for all

of its employees. CodeFirm LLC may use subcontractors to perform services, in which case it will

be responsible for the performance of those subcontractors.

§14. Warranties, Express or Implied; Disclaimer.

CodeFirm LLC warrants that all services will be performed using generally accepted industry

standards and practices. CodeFirm LLC will use commercially reasonable efforts in providing

product support services, and warrants that it will use commercially reasonable efforts in

providing product support services.













§15. Limitation of Liability; Time.

Except as expressly provided herein, CodeFirm LLC, its employees, stockholders, directors,

subcontractors, agents or subsequent agents, owners, directors or stockholders, shall not be

liable for claims or damages arising from this agreement including but not limited to: negligence,

loss of data, time, revenue or profits, labor costs, lost profit opportunity, capital costs, overtime,

loss of property, real or assumed damages, mistake, error, delays, defects, omissions or other

consequential, incidental, direct or indirect exemplary or punitive damages arising from this

agreement or performance here under even when CodeFirm LLC. is informed of the possibility of

such damages.

In no event will CodeFirm LLC be liable for any data loss. Backup and disaster recovery are the

responsibility of the Customer. The CodeFirm LLC’ services under this contract may be available

to help agency design and set up disaster recovery schemes. The performance of actual backups

and the confirmation of the appropriateness and efficiency of such schemes shall remain the total

and unique responsibility of the Customer.

Except as otherwise specifically provided in this section, and whatever the legal basis for the

Customer’s claim, CodeFirm LLC’ liability will be limited, to the maximum extent permitted by

applicable law, to direct damages up to the amount the Customer has paid for the services giving

rise to the claim. In the case of CodeFirm LLC’ responsibilities with respect to third party copyright

infringement claims, its liability to pay damages resulting from any final adjudication (or settlement

to which CodeFirm LLC consents) is subject to this limitation. In the case of services provided to

the Customer free of charge, or code the Customer is authorized to redistribute to third parties

without separate payment to CodeFirm LLC or its partners, our total liability to the Customer will

not exceed US $ 5,000, or its equivalent in local currency. The limitations contained in this

paragraph will not apply with respect to our obligations under the section of this Agreement

regarding confidentiality.

To the maximum extent permitted by applicable law, neither party to this contract nor any of their

affiliates, subdivisions or suppliers will be liable for any indirect damages (including, without

limitation, consequential, special or incidental damages, damages for loss of profits or revenues,

business interruption, or loss of business information) arising in connection with any agreement,

product or service, even if advised of the possibility of such damages or if such possibility was

reasonably foreseeable. This exclusion of liability does not apply to either party’s liability to the

other for violation of its confidentiality obligation or of the other party’s intellectual property rights.

The limitations on and exclusions of liability for damages in this agreement apply regardless of

whether the liability is based on breach of contract, tort (including negligence), strict liability,

breach of warranties, or any other legal theory.

Notwithstanding the provisions of this section, if the Customer is a government entity, any

limitation of liability in this Section 10 does not apply to the extent a court of competent jurisdiction

(including any appellate court of final review) determines such limitation of liability violates the law

in force in the jurisdiction applicable to the Customer, in which case the specific limitation that the

court determines is in violation of law shall be void.

Except for any different period required by applicable law, any action arising under this

Agreement must be brought within two years from the date that the cause of action arose.

§16. Term and Termination of Agreement; Assignment.

This Agreement shall remain in effect until terminated. Either party may terminate this agreement,

any Statement of Work or Services Description for convenience by giving the other party 30 days

written notice. Either party may terminate this Agreement or any work order or services

description if the other party is in material breach or default of any obligation that is not cured

within 30 days notice of such breach. The Customer agrees to pay all fees for services performed

and expenses incurred prior to the termination of this Agreement. Termination of this Agreement

will terminate all outstanding Statement of Work or Services Description entered into under this


Neither party may assign this Agreement or any Statement of Work or Services Description

without the written consent of the other. Any attempt by a party to this Agreement to assign this

Agreement or any Statement of Work or Services Description without the written consent of the

other party may be deemed notice of termination of this Agreement, effective on the date of

assignment, by the other party.

§17. Survival upon Termination or End of Term.

The provisions regarding warranty, limitation of liability, confidentiality, fees and expenses,

obligations on termination or expiration, ownership and license, and miscellaneous of this

Agreement, and any provisions specified as surviving in a Statement of Work or Services

Description, survive any termination or expiration of this agreement, any Statement of Work or

Services Description.

§18. Severability.

If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the

remaining provisions will remain in full force and effect and the parties will amend the Agreement

to give effect to the stricken clause to the maximum extent possible.

§19. Waiver of Breach.

No waiver of any breach of this agreement shall be a waiver of any other breach, and no waiver

shall be effective unless made in writing and signed by an authorized representative of the

waiving party.

§20. Force Majeure.

To the extent that either party’s performance is prevented or delayed, either totally or in part, for

reasons beyond that party’s control, then that party will not be liable, so long as it resumes

performance as soon as practicable after the reason preventing or delaying performance no

longer exists.

§21. Applicable law; Alternative Dispute Resolution.

The terms of this Agreement will be governed by the laws of the state in which the Agreement is

made, without giving effect to its conflict of law provisions. This choice of law does not prevent

either party from seeking injunctive relief with respect to a violation of intellectual property rights

or confidentiality obligations in any appropriate jurisdiction. Disputes relating to this agreement

will be subject to applicable mandatory dispute resolution statutes and regulations of the state in

which the Agreement is made.

In the absence of applicable mandatory dispute resolution statutes and regulations in the state in

which the Agreement is made, any controversy or claim arising out of or relating to this contract,

or the breach thereof, shall be settled by arbitration administered by the American Arbitration

Association under its Commercial Arbitration Rules, and judgment on the award rendered by the

arbitrator(s) may be entered in any court having jurisdiction thereof.