LABERG Software Maintenance Contract - warehousing, mailroom and logistics management software, freight transport, courier companies, insurance claims processing, warehouse and ecommerce solutions

Maintenance & Support contract

LABERG Pty Ltd
PO Box 96
Roselands
NSW 2196

Tel: 6112 9150 8756

MAINTENANCE AGREEMENT FOR SOFTWARE PROGRAMS

Customer: ______________________________________________________________________
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Maintenance Agreement Date: ____________________ Maintenance Agreement Number: ___________________

Initial Monthly Non-refundable Maintenance Fee: $__________

Supplier agrees to maintain the software (the "Programs") in accordance with the Terms and Conditions set forth below.

TERMS AND CONDITIONS

1. CONFIDENTIALITY, OWNERSHIP. The Programs and all copyrights, patents, trade secrets and other intellectual and proprietary rights in the Programs are owned by and remain the property of Supplier, and are furnished to the Customer on a strictly confidential basis.

2. MAINTENANCE.

(a) Software. During the term of this Agreement, Supplier will provide maintenance service to address Program errors which are reported by phone or in writing by the Customer and verified by Supplier. If the Customer does not install or otherwise effect any correction issued by Supplier to the Customer pursuant to the above paragraph, any subsequent maintenance service is required for the Program due in whole or in part to the Customer's failure to effect such correction shall be charged to the Customer at Supplier's standard time and materials rates.

(b) Versions. From time to time Supplier may introduce Program enhancements, improvements or updates ("Versions"). During the term of this Agreement, Supplier will provide such Versions, up to the maximum of four (4) to the Customer per year, at no additional charge, except that any travel, labor and shipping expenses associated with any such Version will be borne by the Customer. Installation of such Versions shall be performed by the Customer. Under this Agreement, Supplier will maintain either the most recent Version of the Programs or a Version less than 30 days old. All such Versions shall remain the sole property of Supplier and shall be subject to all applicable provisions of the License Agreement previously entered into by and between Supplier and the Customer.

(c) Maintenance Limitations. Not included in the maintenance services provided herein are the following (which may, at the sole option of Supplier, be provided at the Customer's expense and at Supplier's then current rates for such services), which will be considered "Non-Standard Service."

(i) Repair or replacement of Programs required as a result of causes other than normal use, including, without limitation, repair or modification of the Programs by persons other than Supplier or its authorized personnel; fault or negligence of the Customer; operator error, misuse or improper use of the Programs; or causes external damage to the Program materials, such as failure of electrical supply or fire or water damage.

(ii) Repair or replacement required due to the use of the Programs with items other than software or equipment that is provided by Supplier or that is expressly authorized in writing by Supplier to be used with the Programs.

3. TELEPHONE CONSULTATION. During the term of this Agreement Supplier will provide up to four (4) hours per year, of telephone consultation to aid the Customer in maintaining the Programs during Supplier's normal business hours.

4. PAYMENT TERMS. This Agreement shall become effective on the Maintenance Agreement Date shown on the face of this Agreement and, unless otherwise terminated in accordance with the provisions of paragraph 8 of this Agreement, shall remain in full force and effect for an Initial Term of one year (1). In consideration for Supplier's services provided hereunder during the Initial Term, the Customer shall pay to Supplier the Annual Maintenance Fee shown on the face of the Agreement. Such fee shall be due and payable on the Maintenance Agreement Date. This fee is exclusive of, and Customer is solely responsible for, all sales, use and other taxes, charges or fees arising from or based upon this Agreement.

5. AUTOMATIC RENEWAL. Upon expiration of the Initial Term, and unless otherwise terminated in accordance with the provisions of paragraph 8 of this Agreement, this contract shall be automatically extended on a year-to-year basis (each such additional year being referred to as an "Extended Term") unless ninety (90) days prior to the expiration date of the Initial Term, or any Extended Term, a party hereto gives written notice to the other party of its termination of this Agreement as of such expiration date. Charges for Extended Terms will be based on Supplier's then current prices in effect at the time of the renewal, unless otherwise provided in Customer's License Agreement with Supplier.

6. RESUMPTION OF SERVICES. If this Agreement is terminated by either party, and the Customer thereafter wishes to resume maintenance service, the Customer shall pay Supplier, in addition to the then current maintenance fee, a resumption charge based on Supplier's then current policy for such charges.

7. LIMITATION OF LIABILITY. THE EXPRESS OBLIGATIONS CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SUPPLIER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR MAINTENANCE OF THE PRODUCTS OR ARISING FROM THE NEGLIGENCE OF SUPPLIER, ITS EMPLOYEES, OFFICERS, DIRECTORS, OR CONSULTANTS. IN ADDITION, THE CUSTOMER FURTHER AGREES THAT:

(a) In no event will Supplier be liable to the Customer for lost profits or other indirect or consequential damages or for any claim or demand against the Customer by any other party;

(b) Supplier will not be liable for delay in performance under this Agreement, when such delay is due to conditions beyond the control of Supplier.

(c) Supplier's liability to the Customer for damages resulting from any cause whatsoever shall be limited to the charges for the then current year paid by the Customer for maintenance of the Programs relating to the cause of such damages; and

(d) No action or claim arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has arisen, except for Supplier's rights for breach of Paragraph 1, which may be enforced for three (3) years after Supplier's discovery of any such breach.

8. TERMINATION. This Agreement shall be terminated upon the earliest of the following events:

(a) Upon notice by either party to the other party in accordance with the provisions of paragraph 5.

(b) Upon the written consent of both parties hereto; or

(c) Upon notice by either party to the other party if such other party neglects or fails to perform or observe any of the terms or obligations set forth in this Agreement, or in any other agreement between the parties, provided that there be a ten (10) day cure period for any monetary default and a thirty (30) day cure period for any other default.

All of the Customer's obligations to Supplier under this Agreement, including without limitation the Customer's obligations under paragraph 1, shall survive any termination of this Agreement.

9. GENERAL.

(a) This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof, and is intended by the parties as the complete and exclusive statement of the terms of this Agreement. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the parties hereto. The Customer may not assign or otherwise transfer, in whole or in part, this Agreement without Supplier's express written consent.

(b) No modification, addition to or waiver of any right, obligation or default shall be effective unless in writing and signed by Supplier. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default.

(c) Should any of the provisions of this Agreement, or portions thereof, be found to be invalid by any court of competent jurisdiction, the remainder of this Agreement shall nonetheless remain in full force and effect.

(d) This Agreement shall be governed by the laws of New South Wales, Australia as they apply to contract entered into and performed within that state.

(e) All notices provided for in this Agreement shall be in writing, addressed to the appropriate party at the respective address set forth above or to any other address specified by a notice, and shall either be delivered personally or by means providing evidence of delivery, such as registered or certified mail with return receipt, facsimile transmission, telex or telegram.

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Customer ______________________________________
Supplier

By: __________________________________________ By: __________________________________________

Title: ________________________________________ Title: ________________________________________