HomeMy WebLinkAbout2002 S Register of Deeds - Software with American Cadastre, LLC (AmCad) _ RETURN THIS COPY TO THE CLERK'S _
OFFICE FOR THE PERMANENT AGENDA FILE
J?W F11ZC-/6)--.
CONTRACT
This is a contract between the County of Orange,North Carolina„ a political subdivision of the
State of North Carolina, hereinafter referred to as "County", and American Cadastre,LLC
(AmCad), a private company, headquartered in Reston, Virginia, hereinafter referred to as
"Contractor", for the provision of software, hardware, software customization, implementation,
and training services. The effective date of this contract shall be August 20, 2002.
WHEREAS, COUNTY desires to replace the current land records application;
WHEREAS, CONTRACTROR has proposed the use of Land Information ;Software ("LIS")
software which will provide the County with the capabilities it desires, by offering a complete
solution including modules for public access, cashiering, imaging, data entry, quality assurance,
system administration, Internet, and backfile/imaging, thereby enhancing internal office
workflow, efficiency and access to information by the public;
NOW,THEREFORE, the parties hereto do mutually agree to the following provisions:
1. SCOPE OF WORK
Contractor will provide LIS software and service components per(1) its response to the
County RFP dated May 8, 2002 as contained in Volume 1, System Proposal, Volume 2,
Management Proposal, Volume 3 Cost Proposal, Volume 4, Response to Worksheets,
Volume 5, Vendor Qualifications, all of which are incorporated herein by reference, the
final pricing proposal and schedules,EXHIBIT A, to provide a system that meets all
terms,conditions, and specifications hereunder. Additional contracts required are the
AmCad Maintenance Agreement, which shall be executed contemporaneously with the
expiration of the warranty period and the AmCad License Agreement.
2. COMPENSATION AND PAYMENT TERMS
The Minimum or Maximum Initial Fixed Contract Price of$174,2765 is payable
[exclusive of maintenance, travel,per diem] in accordance with the Billing/Delivery
Schedule per
EXHIBIT B.
Payment Terms County shall make payment within 30 days of receipt of an invoice
by Contractor to County sent in triplicate to the attention of the
Contract Administrator. The final payment will be based on
acceptance by County. Acceptance shall be defined as "successful
operation for 30 consecutive calendar days following the"go live"
event". Failure to make timely payment shall be considered an act
of Default as further described in Paragraph 26 of this Contract.
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3. PERFORMANCE PERIOD
The Contractor shall install the AMCAD LIS software listed in Exhibit A ready for use
on or before six months from the effective date of this contract. Time is of the essence in
this contract.
4. SITE PREPARATION
a. Site Plan is satisfactory to both Parties.
5. INSTALLATION AND DELIVERY DATES
a. The County shall provide the Contractor access to the site for the purpose of
installing the system prior to the Installation Date. The Contractor shall specify in
writing to the County the time required to install the equipment. Should the
County elect to purchase and/or install any portion of the equipment such
installation shall be done in accordance with the latest schedule. Contractor shall
not be liable for any County installation, which delays the project in any manner.
b. The Contractor shall determine that the system is ready for use, and operates in
conformance with the manufacturer's published specification s. The Contractor
shall then certify in writing that the system is installed and ready to be turned over
to the operational control of the County.
C. Notwithstanding certification by the Contractor that the system has been installed
and is ready for use, the system shall not be deemed installed within the terms of
this contract until such installation is confirmed by the County through
performance of tests mutually agreed to by both parties as being adequate for this
purpose "Acceptance Testing". In any event, acceptance shal l be defined as
"successful operation for 30 consecutive calendar days following the "go live
event".
If the test is successfully completed, the system shall be deemed installed and
ready for use as of the date of the Contractor's certification. The County shall
immediately begin acceptance testing of the system in accordance with the
provisions of Paragraph 6, and shall notify the Contractor in writing, within ten
(10)working days, that the County concurs that the system was installed.
If the Contractor fails to successfully complete the test, the County shall be
notified immediately of the failure, with written confirmation to be provided in
not more than ten (10)working days. Control of the system shall immediately be
given to the Contractor. The system shall not be deemed to be installed until the
Contractor re-certifies such installation and the above-descri bed test is
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successfully completed. This does not imply that a"punch list"of post-installation
and/or acceptance will not exist which is typical of such softivare application
installations.
6. ACCEPTANCE TESTING
Acceptance testing is intended to ensure that the system provided hereunder operate in
substantial accord with Contractor's technical specifications, is adequate to perform as
warranted by Contractor, and evidences a satisfactory level of performance reliability,
prior to its acceptance by the County. The following test and/or verification procedure
will be required prior to final acceptance of the system.
a. Verification Step One
All system components will be signed for by authorized Cou.Ity personnel. Such
acknowledgement of receipt will be given when system components or
deliverables are received without evidence of mishandling. Step One will provide
proof of delivery of all contract deliverable items.
b. Verification Step Two
When each deliverable item is installed, it will be checked for completeness and
when stand alone operation is practical, such an operational test will be made.
Authorized representatives of County will sign off this test step. Non-system
items such as documentation, training materials, etc., will be acknowledged as
received.
C. Verification Step Three
Upon completion of installation, vendor will conduct a demonstration of the total
system operation. This demonstration will be observed and successful compliance
with the contract provisions will be acknowledged by authorized representatives
of the County.
Immediately upon successful completion of the acceptance tests, the County shall notify
the Contractor in writing of acceptance of the system and authorize final acceptance
payment as listed in Exhibit B attached hereto.
The parties herein acknowledge that major software applications and conversion projects
will, at the time of acceptance, have a"punch list" of items to be modified, but which do
not make the system unacceptable. Such routine items will be worked and resolved
through the ongoing support of the Contractor.
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7. TRAINING
The Contractor agrees to provide informal, "hands-on" instruction to mutually agreed
upon by County personnel in the operation of the equipment, as a standard part of the
installation of the system, at mutually agreeable times prior to, or su0sequent to, system
installation, for purposes of familiarization with all system operation. The County shall
ensure that all designated personnel are made available for such training to be completed
by the Contractor in accordance with the plan which shall be presented as part of the
Functional Specification. Any additional training provided by the Contractor shall be at
the additional expense of the County.
8. DOCUMENTATION
The Contractor agrees to provide to the County, as per Exhibit A, a reasonable number of
all non-proprietary manuals and other printed materials, and up-dated versions thereof,
which are necessary or useful to the County in its use of the system to be supplied
hereunder.
9. WARRANTY
The Warranty period is 180 days after acceptance. Thus the acceptance and warranty is
as follows:
System deemed accepted after 30 days of successful use of the system.
System warranty starts after system acceptance and is for a period of 180 days
thereafter. At the conclusion of the warranty period, the maintenance period
begins and payment for the first year maintenance is due.
Notwithstanding the manufacturer's system warranties as applicable, the Contractor shall
warrant that all system supplied hereunder shall function in accordance with its published
specifications for 180 days after acceptance. During such warranty period, all software
repairs or deficiencies noted by the County shall be reported to the Contractor and
resolved without any charge whatsoever to the County and within a reasonable period of
time. This warranty provision shall not apply to software repairs or deficiencies caused
by improper operation, deliberate acts by County employees or their agents, or damages
caused by acts of God. In such cases, Contractor shall be entitled for reasonable expenses
incurred in making system repairs.
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10. PATENT AND COPYRIGHT PROTECTION
The Contractor, at its own expense, shall defend any action brought against the County to
the extent that such action is based upon a claim that the system supplied by the
Contractor, or the operation of such system pursuant to a current version of
Contractor-supplied operating software, infringes a United States patent or copyright.
The Contractor shall pay those costs and damages finally awarded against the County in
any such action. Such defense and payment shall be conditioned on the following:
a. That the Contractor shall be notified within a reasonable time:in writing by the
County of any notice of such claim; and,
b. That the Contractor shall have the sole control of the defense of any action on
such claim and all negotiations for its settlement or compromise.
Should the system, or the operation thereof,become, or in the Contractor's opinion are
likely to become, the subject of a claim of infringement of a United hates patent or
copyright, the County shall permit the Contractor at its option and expense either to
procure for the County the right to continue using the system, or to replace or modify the
same so that they become non-infringing.
If, in the sole opinion of the County, the return of such infringing system makes the
retention of other items of system acquired from the Contractor under this contract
impractical, the County shall then have the option of terminating the contract, or
applicable portions thereof, without penalty or termination charge. The Contractor agrees
to take back such system and refund any sums the County has paid Contractor. Such
indemnity by the Contractor as to use of such system shall not apply to any infringement
arising out of the use or in combination with other items where such infringement would
not have occurred in the normal use intended for the system.
11. RESERVED
12. FORCE MAJEURE
Except for defaults of subcontractors, neither party shall be responsible for delays or
failures in performance resulting from acts beyond the control of the offending party.
Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake,
other natural disaster,nuclear accident, strike, lockout, riot,freight embargo,public
regulated utility, or governmental statutes or regulations superimposed after the fact.
If a delay or failure in performance by the Contractor arises out of a default of its
subcontractor, and if such default arises out of causes beyond the control of both the
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Contractor and subcontractor, and without the fault or negligence of either of them, the
Contractor shall not be liable for damages of such delay or failure, unless the supplies or
services to be furnished by the subcontractor were obtainable from other sources in
sufficient time to permit the Contractor to meet the required performance schedule.
13. RESERVED
14. HOLD HARMLESS
The Contractor will indemnify, defend and hold harmless the County from all liability for
any loss, damage, or injury to persons or property arising from or related to the
performance of this Contact, which result from acts, omissions, or ni:gligence of the
Contractor, its officers, agents or employees.
To the extent of the Law and insurance policies owned by the County, the County will
indemnify, defend and hold harmless the Contractor from any and all liability for any
loss, damage, or injury to persons or property arising from or related to the performance
of the Contract which result from acts, omissions, or negligence of the County, its
officers, agents or employees. This indemnification will survive the termination of this
Contract.
15. INSURANCE PROVISIONS
A. CONTRACTOR, at its sole cost and expense, will obtain and maintain in full
force during the term of this contract the following types of insurance:
1. Commercial General Liability "occurrence" coverage in the minimum
amount of$1,000,000 combined single limit (CSL)bodily injury&
property damage each occurrence and$2,000,000 agl"gate, including
personal injury,broad form property damage,products/completed
operations,broad form blanket contractual and$100,000 fire legal
liability.
2. Commercial Automobile Liability coverage in the minimum amount of
$1,000,000 CSL bodily injury&property damage, including owned, non-
owned, and hired automobiles. Also to include Uninsured/Underinsured
Motorists coverage in the minimum amount of$100,000 when there are
owned vehicles.
3. Workers'Compensation coverage, in full compliance with North Carolina
statutory requirements, for all employees of CONTRACTOR and
Employer's Liability in the minimum amount of$1,000,000.
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B. All insurance required will be primary coverage as respects COUNTY and any
insurance or self-insurance maintained by COUNTY will be excess of
CONTRACTOR'S insurance coverage and will not contribute to it.
C. COUNTY is to be notified immediately if any aggregate insurance limit is
exceeded. Additional coverage must be purchased to meet requirements.
D. The County,Its Boards, Agencies,Departments, Offices,Employees, Agents, and
Volunteers are to be named as Additional Insured as respects work done by
CONTRACTOR under the terms of this contract on all policies required(except
Workers'Compensation).
E. Contractor agrees to waive all rights of subrogation against the County,Its
Boards, Agencies,Departments, Officers,Employees, Agents and Volunteers for
losses arising from work performed by Contractor under the i.erms of this contract.
F. Policies will not be canceled,non-renewed or reduced in scope of coverage until
after sixty(60) days written notice has been given to the County.
G. CONTRACTOR agrees to provide COUNTY with the following insurance
documents within ten (10) days after the effective date of this contract and prior
to contractor working on County's site.
1. Certificates of Insurance for all required coverage.
2. Additional Insured endorsements.
3. 60 Days Notice Cancellation Clause endorsement
Failure to provide these documents will be grounds for immediate termination or
suspension of this contract.
16. TAXES
The County is exempt from Federal excise taxes and no payment sh<<ll be made for any
personal property taxes levied on the Contractor or on any taxes levi,;d on employee wages.
17. INDEPENDENT CONTRACTOR
This contract is for the professional services of Contractor and is non-assignable by
Contractor without prior consent by County in writing. In performing;these professional
services, Contractor is an independent Contractor and is not acting as an agent or
employee of the County.
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18. CONTRACT MONITORING
The County shall have the right to review the work being performed by the Contractor
under this contract at any time during County's usual working hours. Review, checking,
approval or other action by the County shall not relieve Contractor of Contractor's
responsibility for the accuracy and completeness of the work performed under this
contract. This contract shall be administered by the County Contract Administrator or
his/her authorized representative.
19. EQUAL OPPORTUNITY
Contractor will not discriminate against any employee, or against an y applicant for such
employment because of age, race, color, religion,physical handicap, ancestry, gender or
national origin. This provision shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
20. INVESTIGATION AND RESEARCH
Contractor by investigation and research has acquired reasonable knowledge of all
conditions affecting the work to be done and labor and material needed, and the execution
of this contract is to be based upon such investigation and research, and not upon any
representation made by the County or any of its officers, agents or employees,except as
provided herein.
21. TERMINATION
Upon termination or other expiration of this contract, each party will assist the other party
in the orderly termination of the contract and the transfer of all assets, tangible and
intangible, as may facilitate the orderly,non-disrupted business continuation of each
party. Prior to the expiration of this contract, this contract may be terminated for the
convenience of both parties by mutual consent.
The County may terminate this contract under the provisions of paragraph 25, "Rights and
Remedies of County for Default", and the Contractor may terminate this contract under
the provisions of paragraph 26, "Rights and Remedies of Contractor for Default".
Terminating for other than cause under this Contract shall require a minimum of 180 days
notice by either party.
22. EXPIRATION
Provided this Contract has not been terminated for any other cause provided for in this
Contract it shall expire and become completed upon acceptance by County , the 180 day
post acceptance warranty provided for in Paragraph 9 of this contrac:and payment by
County of sums due the Contractor.
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23. ADDENDA
County may from time to time require changes in the scope of the services required
hereunder. Such changes, including any increase or decrease in the amount of
Contractor's compensation which are mutually agreed upon by and between County and
Contractor, shall be effective when incorporated in written amendments to this contract
and as funding is made available by the County.
24. CONFIDENTIALITY
Any reports, information, data, statistics, forms, procedures, systems, studies and any
other communication or form of knowledge given to or prepared or assembled by
Contractor under this contract which County requests to be kept as confidential shall not
be made available to any individual or organization by Contractor without the prior
written approval of the County except as authorized by law.
Contractor shall insure that such confidential information shall be kept confidential by
Contractors employees and/or independent subcontractors.
25. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT
In the event of a default by the Contractor under this Contract, Contractor shall have 60
days, from notice thereof by County, to cure the default prior to County terminating this
Contract. Except for County's remedies in the event of patent or copyright infringement
by Contractor, County's remedies against Contractor shall be limiter.to replacement or
repair of any defective Products or Services, or, at the discretion of Contractor, a refund
of all sums paid by County to Contractor for the defective Products or services and for
any other goods or services rendered substantially worthless because of the defective
Products and Services.
26. Rights and Remedies of Contractor for Default
In the event of a default by the County under this Contract, County shall have 60 days,
from notice thereof by Contractor, to cure the default prior to Contractor terminating this
Contract.
27. RESERVED
28. NOTICES
All notices required under this agreement shall be made in writing and addressed or
delivered as follows:
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TO COUNTY-
ORANGE COUNTY Register of Deeds
200 S. Cameron Street,
PO Box 8181
Hillsborough NC 27278
Attn: Joyce Pearson
TO CONTRACTOR-
American Cadastre,LLC
2125 Rampart Drive
Alexandria, VA 22308
ATTN: Ronald F. Cornelison, CEO
Either party may, by written notice to the other, change its own mailing address.
29. GOVERNING LAW
The validity of this contract and any of its terms or provisions, as well as the rights and
duties of the parties under this contract, will be construed pursuant to and in accordance
with the laws of the State of North Carolina.
30. SEVERABR ITY OF CONTRACT
If any term of this contract is held by a court of competent jurisdiction to be void or
unenforceable, the remainder of the contract terms will remain in ful t force and effect and
will not be affected.
31. CUMULATIVE REMEDIES
The exercise or failure to exercise of legal rights and remedies by the County in the event
of any default or breach hereunder will not constitute a waiver or forfeiture of any other
rights and remedies, and will be without prejudice to the enforcement of any other right or
remedy available by law or authorized by this contract.
32. COMPLIANCE WITH LAWS
Each party to this contract will comply with all applicable laws.
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L
IN WITNESS WHEREOF, the parties hereto have executed this contract.
COUNTY AMERICAN CADASTRE, LLC
,S�� V.,4 1
rig—nature Signature
Barry Jacobs
Printed Name Printed Name
Chair, Orange County Commissioners
Title Title
)0( 110i 1011 ILL
Date Date
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THE CLERK
RETURN THIS COPY TMANENT AGENDA FILE
OFFICE FOR THE PER
AmCad Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT is made the Z99 day of " V f _,2002 between Licensor,
AMERICAN CADASTRE,LLC("AMCAD")of 11400 Commerce Park Drive,Suite 230,Reston,Virginia and the Customer
identified below.
NAME OF CUSTOMER: Orange County Register of Deeds
ADDRESS: Hillsborough,North Carolina
TELEPHONE: (919 ) -245-2276
FACSIMILE: (919 ) -644-3018
CUSTOMER CONTACTS:
SOFTWARE:LIS —Land Information System
MAXIMUM NUMBER OF CONCURRENT USERS: Unlimited
SOFTWARE LICENSE FEE: $ 65,000.00 Server License, $included. (25)User Licenses
SOFTWARE MAINTENANCE AND SUPPORT FEE:$ 15,000.00 /year $200.00 per how
TOTAL PRICE(SOFTWARE/SERVICES/HARDWARE,Total Contract): $ 174,276
TERM OF THE MAINTENANCE AND SUPPORT: 12 months .
This Agreement consists of this cover page(the"Cover Page")and the attached terms and conditions and constitutes the entire
agreement between the parties for the subject matter hereof and supersedes all prior arrangements,agreements,representations
and undertakings written or oral.This Agreement may not be changed modified except by a written instrument duly executed by
each of the parties hereto.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR BY LAW,THERE ARE NO OTHER
WARRANTIES OR REPRESENTATIONS,EXPRESS OR IMPLIED.
AGREED AND ACCEPTED:
AMERICAN CADASTRE,LLC
BY:Ronald F.Cornelison B s
Chairman&CEO TITLE: hair,O Count ommissioners
DATE:
to R Z.WD L DATE:
AmCad Proprietary and Confidential Information 1
1. LICENSE
a. Grant of License.Licensor,AmCad,grants Customer,pursuant to the terms and conditions of this Agreement,a
perpetual,nonexclusive,nontransferable license to use the Software.
b. Authorized Equipment and Site.Customer shall use the Software only on the computer equipment at the location listed
on the Cover Page.
C. Restrictions on Use.Customer agrees to use the Software only for Customer's own business.Customer shall not(i)
permit any parent,subsidiaries,affiliated entities or third parties to use the Software,(ii)process or permit to be
processed the data of any other party,(iii)use the Software in the operation of a service bureau,or(iv)allow access to
the Software through any terminals located outside of Customer's prime and remote sites identified in paragraph 1.6
and except as licensed via the Internet module.
d. Copies.Customer,solely to enable it to use the Software,may make one archival copy of the Software's computer
program,provided that the copy shall include Licensor's copyright and any other proprietary notices.The Software
delivered by Licensor to Customer and the archival copy shall be stored at Customer's Site.Customer shall have no
other right to copy,in whole or in part,the Software.Any copy of the Software made by Customer is the exclusive
property of Licensor.
e. Modifications,Reverse Engineering. Customer agrees that only Licensor shall have the right to alter,maintain,
enhance or otherwise modify the Software.Customer shall not disassemble,decompile or reverse engineer the
Software's computer program.
2. LICENSE FEE
a. In General.In consideration for the license granted by Licensor under this Agreement,Customer shall pay Licensor a
fee as set forth on the Cover Page.
b. Payment Terms.Payment shall be per the Exhibit A of the contract.
3. OWNERSHIP
a. Title.Customer and Licensor agree that Licensor owns all proprietary rights,including patent,copyright,trade secret,
trademark and other proprietary 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 or any third party.
b. Transfers.Under no circumstances shall Customer 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.
4. CONFIDENTIAL INFORMATION
Customer agrees that the Software contains proprietary information,including trade secrets,know-how and confidential
information,that is the exclusive property of Licensor.During the period this Agreement is in effect and at all times after its
termination,Customer and its employees and agents shall maintain the confidentiality of this information and not sell,license,
publish,display,distribute,disclose or otherwise make available this information to any third party nor use such information
except as authorized by this Agreement.Customer shall not disclose any such proprietary information concerning the Software,
including any flow charts,logic diagrams,user manuals and screens,to persons not an employe A.of Customer without the prior
written consent of Licensor.
Contractor acknowledges that County is a governmental entity and as such is subject to regulations governing public
information. County will notify Contractor in the event a request for information may conflict with the terms cited herein.
However,County will release information in accordance with the then prevailing laws governing such matters. Contractor
agrees to hold County harmless from the terms of this Agreement in such event with County would have been in violation of
public information laws had information been withheld.
AmCad Proprietary and Confidential Information 2
s.
5.WARRANTY
a. Scope of Warranty.Licensor warrants to Customer that for a period of one hundred eighty(180)days commencing
upon acceptance date the Software will substantially comply with the specifications.During this warranty period,
Licensor shall also provide Customer the support and maintenance services set forth in this agreement.After expiration
of the warranty period,Licensor shall provide support and maintenance for the Software:pursuant to the terms of this
agreement.
b. Disclaimer of Any Other Warranty.THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL
OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR FURPOSE.
6. CHANGES TO AGREEMENT
No changes shall be made to the terms and conditions contained herein other than by variation agreed to by both parties and
comprised in a written variation hereof.
7. LIMITATIONS PERIOD
No arbitration or other action under this Agreement,unless involving death or personal injury,may be brought by either party
against the other more than one(1)year after the cause of action arises.
8. NO CONSEQUENTIAL DAMAGES
Licensor shall not be liable to Customer for indirect,special,incidental,exemplary or consequential damages(including,
without limitation,lost profits)related to this Agreement or resulting from Customer's use or ine.bility to use the Software,
arising from any cause of action whatsoever,including contract,warranty,strict liability,or negligence,even if Licensor has
been notified of the possibility of such damages.
9. LIMITATION ON RECOVERY
Under no circumstances shall the liability of Licensor to Customer exceed the amounts paid by Customer to Licensor under this
Agreement.
10. INDEMNIFICATION
Licensor shall indemnify and hold harmless Customer from and against any claims,including reasonable legal fees and
expenses,based upon infringement of any United States copyright or patent by the Software.Customer agrees to notify
Licensor of any such claim promptly in writing and to allow Licensor to control the proceedings.Customer agrees to cooperate
fully with Licensor during such proceedings.Licensor shall defend and settle at its sole expense all proceedings arising out of
the foregoing.In the event of such infringement,Licensor may replace,in whole or in part,the Software with a substantially
compatible and functionally equivalent computer program or modify the Software to avoid the infringement.
11.APPLICABLE LAWS
This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina and each party
thereto submits to the jurisdiction of the Courts of that State and any Courts which may hear appeals therefrom.
12. ENTIRE AGREEMENT
This Agreement and the Cover Page and any variations subsequently made to the terms of this Agreement as provided herein,
constitute the entire agreement between the parties in respect of the subject matter hereof and supersedes all proposals or prior
agreements,whether oral or written,and all other communications between the parties relating to the subject matter of this
Agreement.
13. NOTICES
Any notice permitted or required under this Agreement shall be deemed given if in writing and personally served or sent by pre-
paid registered or certified air mail,or by confirmed facsimile,addressed(or as either Party may direct otherwise in writing)to
the parties on the Cover Page.
Any notice given in accordance with this Clause shall be deemed to be received by and served upon the other party on the date
such letter would in the ordinary course of post have reached such address or on the date such notice is served or left at the
relevant address and in the case of facsimile shall be deemed to have been served on the day following the date of successful
transmission.
AmCad Proprietary and Confidential Information 3
14. Legal Fees
Section deleted.
15. Severability
If any term,provision,covenant or condition of this Agreement is held by a court of competent j arisdiction to be invalid,void
or unenforceable,it shall be severed herefrom and the remaining provisions of this Agreement will remain in full force and
effect and will not be affected,impaired or invalidated.
AmCad Proprietary and Confidential Information 4