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<br /> or Services provided hereunder or from any other cause,except for claims arising 9.4 Assignment:The rights under this Agreement shall not be assigned by one
<br /> from the negligence or willful misconduct of CCS,CCS'employees,agents or party without the written consent of the other party.
<br /> total 'raeof t Lability d CCS
<br /> pm for negligence shall in no event exceed the 9.5 Complete Agreement:This Agmament,including all Exhibits,constitutes the
<br /> tool price of the iron d Equipment,So worm Module,a particular Service (S
<br /> whi�hn the subject of the claim. Except for acts of willful misconduct,in no enagteemertt bet the patties with rogtat to the subject matter hereof,and
<br /> event shall CCS be liable for indirect,incidental,special,consequential,or sac es all prior or contamporan"tin standings or agreements,whether
<br /> exemplary damag`es of any kind arising out of the existence,furnishing, written or oral,regarding the subject matter hereof.
<br /> functioning,or tha use of the Equipment,Software or Services provided 9.6 Modification:This Agreement may not be modified except by an imsbu ment in
<br /> hereunder,even if CCS has been advised of the possibility of such damage. writing and signed by a duly authorized representative of as%party.
<br /> 8 AGENT 9.7 Severability:If any provision of this Agreamant shall be held to be invalid,
<br /> 8.1 The Agreement between Licensee:and CCS consists of the following documents illegal or unenforceable,the validity,legality and enforceability of the remaining
<br /> and all attachments thereto,which are hereby incorporated by reference. If them provisions shall not in any way be affected or impaired.
<br /> is any conflict between the documents,the following order of precedence shall 9.8 Waivers:Any waivers by either party of a breach of any provision to this
<br /> govern: Agmanant shall not operate as,or be construed to be,a waiver of any other
<br /> 8.1.1 The contents heroin as may be modified,including all Exhibits. provmsnon of this Agreement. The failure of a party to insist upon strict
<br /> adhaerence to any term of this Agar t on one or more occasions shall not be
<br /> 8.1.2 CCS'proposal dated 06/07195 and heeinafter referred to as the considered a waiver or deprive that party of the right thereafter to insist upon
<br /> Proposal. strict adherence to that term or any other tern of this Agreement.
<br /> 8.1.3 Licensee's Request for Proposal dated NIA _and hereinafter 9.9 Arbitration:All disputes,with the exception of the injunctive and other relief
<br /> referred to u the RFP. referred to in Article 2.5,above,arising out of or relating to this Agreement,or a
<br /> 9 GFNERAI material breach thereof,including disputes regarding arbitrability, will be
<br /> submitted to binding arbitration in accordance with the Commercial Arbitration
<br /> 9.1 Site Location:The Equipment and Software shall be located at the following Rules of the American Arbitration Association u supplemented by the
<br /> address. Computer Guide,if then in existence,and judgmant upon the award rendered
<br /> 208 S.Cameron Street tr,71 boronah NC 27278 by the arbitrator may be entered in any Court having jurisdiction thereof. no
<br /> parties shall jointly request the American Arbitration Association to submit a
<br /> 9.2 Export:The Equipment and Licensed Software furnished by CCS herein and any ppaannel of three arbitrators,each of which is listed on the Computer Arbitration
<br /> direct products thereof are presently considered licensable commodities and am Panel and at last one of which shall be an attomey in good standing.
<br /> regulated by the U.S.Department of Commerce. In order to either export said 9.10 Force Majeum: In the aver of any cause beyond the control of either party,
<br /> commodities from the United States,or to reexport same from any country,a such party shall not be liable for any delay in the performance of,or failure to
<br /> valid license from the U.S.Department of Commerce is required. Diversion perform,this Agrcement Without limiting the generality of the foregoing,such
<br /> contrary to United States Law is prohibited. causes include acts of God or the public enemy,fires.floods,stoma,
<br /> 9.3 Insurance:CCS maintains insurance during the period of CCS'performance earthquakes,riots,strikes.lockouts.wan or war operations or other causes
<br /> under this Agreement as follows: which could rat,with reasonable diligence,be controlled or prevemed by the
<br /> 9.3.1 All covera4e required by statute or regulation,including,but not limited party affected'
<br /> to,Workers Compensation. 9.11 Notices:All notices,requests,demands or other communications required or
<br /> 9.3.2 General Liability in the amount of 51,000,000,including
<br /> =tied to be given hereunder shall be in writing and shall be deemed to have
<br /> camera in the amount of$500,000. g Property duly given when mailed by certified mail,or delivered in person to the
<br /> parties who have executed this Agreement
<br /> If requested by Licauco,CCS shall provide a Certificate of Insurance 9.12 Headings:The paragraph headings sed herein are for convenience of reference
<br /> evidencing the above coverage. only and shall in noway be deemed to define,limit or add to any of the
<br /> provisions hereof.
<br /> IN WITNESS WHEREOF the parties hereunto have caused this Agreement to be executed by their duly
<br /> authorized representatives this day of 19
<br /> Accepted By Accepted By
<br /> CREATIVE COMPUTER SOLUTIONS, INC. ORANGE COUNTY
<br /> By: By:
<br /> Name: _ JANET C. Ci.ARKF Name:
<br /> Title: VICE PRESIDENT FINANCE Title:
<br /> Date: Date:
<br /> Standard Contract
<br /> 8/95
<br />
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