Enhancements do not include new modules which C designates as software products for which C charges separately.

e. To provide updates to the Specifications as available. The term "update" shall mean any materials not included in the Specifications at the time of execution of this Agreement which modify the description of the Licensed Programs in the Specifications.

3. SERVICE LIMITATIONS. The following services are outside the scope of this Agreement:

a. Service for individual modules of the Licensed Programs and Licensed Program Specifications. C will supply service only for the Licensed Programs and Licensed Specifications in their entirety at the site(s) location set forth in Exhibit _________ of the License Agreement.

b. Service for C custom programs or other products not set forth in Exhibit _________ of the License Agreement.

c. Service for Licensed Programs which have been subject to unauthorized modifications by Licensee.

d. Service for Licensed Programs not maintained to the latest revision, or the revision prior to the latest revision.

e. Service which becomes necessary due to:

i failure of computer hardware or equipment or programs not covered by this Agreement;

ii modification of the Licensed Programs by Licensee if such services would not be necessary if the Licensed Programs were not so modified;

iii catastrophe, negligence of Licensee, operator error, improper use of hardware or software or attempted maintenance by unauthorized persons.

4. LICENSEE RESPONSIBILITIES.

a. Licensee, in connection with the services to be furnished hereunder, shall be responsible for implementing, at Licensee's expense, all Licensed Program corrections and Licensed Program enhancements.

b. Licensee agrees to maintain the Licensed Programs to the latest revision level as soon as practicable and to incorporate all corrections and enhancements to the Licensed Programs provided by C. Licensee understands that its failure to incorporate C Licensed Programs corrections and enhancements will cause the Licensed Programs to be non-conforming and that subsequent Licensed Programs corrections, enhancements and updates may be unusable.

c. Licensee acknowledges that all Licensed Programs and corrections and enhancements to the Licensed Programs provided by C are subject to the conditions of the License Agreement and Licensee agrees to abide by those conditions.

d. Licensee shall fully cooperate and assist C in the provision of services, including allowing full and free access to relevant hardware, software and other information. Licensee shall also provide C with reasonably necessary information, consultation and advice.

5. CHARGES.

a. C shall provide maintenance for the first year for a fee (the "Maintenance Fee") equal to 15% of the then-current list price for the Licensed Programs. The Maintenance Fee for each subsequent year shall be increased by an amount equal to the percentage increase, if any, of the Consumer Price Index for all Urban Consumers (United States—All Items) as published by the United States Bureau of Labor Statistics (the "Index"), for the month of the commencement of the annual maintenance period, over the value of said Index for the month of

commencement for this Agreement. If the Index itself is discontinued by the Bureau of Labor Statistics, C and Licensee agree to the substitution herein of any substitute index published by the United States government. In the event no such substitute is published, C and Licensee shall agree on a mutually acceptable alternative index.

b. C will invoice Licensee annually in advance for Maintenance Fees, provided that C shall invoice the Maintenance Fee for new modules added to an already-installed copy of the Licensed Programs after the commencement of the annual maintenance period on a pro-rata basis for the remainder of the year. Licensee will pay all invoices issued under this Agreement within thirty (30) days from the date of invoice. Licensee shall pay a charge of one-half percent (0.5%) per month on all amounts invoiced, due, and unpaid.

c. Licensee shall have the option to renew the Maintenance Agreement annually; however, once the Maintenance Agreement has been terminated by Licensee, Licensee may reinstate:

i Provided no more than six (6) months has elapsed or more than one (1) release of the Licensed Programs has been issued; and

ii Provided Licensee pays:

(1) The maintenance fee for the year; and

(2) A penalty not to exceed ten percent (10%) of the yearly maintenance fee for each month during which there was no maintenance coverage.

d. When, at Licensee's request, C provides on-site service or service where travel is required, Licensee agrees to pay actual travel, living and out-of-pocket expenses reasonably incurred by C.

e. All charges hereunder do not include sales taxes or other taxes of any kind. Licensee agrees to pay, and to indemnify and hold C harmless from, any sales, business, occupation, value added, excise or similar tax not based on C's net income, as well as the collection or withholding thereof, including penalties and interest which C may incur to any state, federal, foreign, or other governmental entity in respect to this Agreement. Licensee's obligation to pay such taxes that are incurred during the duration of this Agreement shall survive the termination of this Agreement.

6. RELOCATION. C shall be under no obligation to furnish continued service under this Agreement if the Licensed Programs are moved from their location of initial installation or reinstallation without C's prior written consent.

7. ELIGIBILITY. Each copy of the Licensed Programs is eligible for inclusion under this Agreement immediately upon the expiration of the Warranty Period for such copy.

8. LIMITATION OF LIABILITY.

a. The total of C's liabilities under or in connection with this Agreement (whether arising from contract or otherwise) is limited to the Maintenance Fees paid by Licensee under this Agreement during the twelve (12) months preceding the event giving rise to such liability. C SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT.

b. Licensee acknowledges and agrees that fee charges by C for the software and services provided under this Agreement reflect the allocation of risk provided by the exclusive remedies and limitations of liability set forth in this Agreement, and that such allocation of risks is a fundamental benefit of the bargain of each party. Licensee acknowledges that any modification of the allocation of risk in this Agreement would affect the fees charged by C, and Licensee therefore agrees, in consideration of the actual level of fees payable by Licensee hereunder, to the allocation of risk as set forth in this Agreement.

9. GENERAL.

a. Assignment. No assignment, delegation or other use of any right or duty under this Agreement may be made by either party without the prior written consent of the other party, other than by C to a purchaser of all or substantially all of C's stock or assets or to a third party pursuant to a merger or other corporate reorganization. Any such assignment, delegation, or other use attempted to be made without such written consent shall be void for all purposes.

b. Entire Agreement. This Agreement represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior agreements and understandings with respect to the matters covered by this Agreement.

c. Delays. C is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control, including, but not limited to war, riots, strikes, lockouts, shortages, labor conditions, earthquakes, communication failures, or governmental regulations imposed after the execution of this Agreement.

d. Invalid Provisions. If any provision of this Agreement is declared to be invalid under any applicable statute or rule of law, the parties agree that such invalidity shall not affect the remaining portions of this Agreement.

e. Waiver. The failure of either party to exercise any right or option that is granted herein or to require the performance of any term of this Agreement, shall not prevent a subsequent exercise or enforcement of such term or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

f. Notice. Any notice required or permitted to be sent under this Agreement shall be delivered by hand, by cable, charges prepaid, or mailed by registered or certified mail, postage prepaid, return receipt requested, to the addresses of the parties set forth above or to such other address as may be furnished in writing to the other party. Notice so sent shall be deemed effective on personal delivery or on the fourth day following the date sent.

g. Attorney's Fees. In the event that suit is brought under this Agreement, reasonable attorney's fees and litigation costs, including court witness fees, as fixed by a court of competent jurisdiction, shall be awarded to the prevailing party.

h. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of _________[state] without giving effect to principles of conflict of law.

IN WITNESS WHEREOF, this Maintenance Agreement has been executed and delivered to be effective as of the date set forth in Paragraph 1.

By: _________

Title: _________

Date: _________

LICENSEE:

(NAME)

By: _________

Title: _________

Date: _________