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<br />DATAprose*
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<br />Document Title:
<br />PRODUcnON AGREEMENT.doc
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<br />Page 1 of 2
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<br />Last Revised:
<br />9/24/013:16:51 PM
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<br />BILLING SOLUTIONS
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<br />Smarter Statements @ Better Results
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<br />This Production Agreement (Agreement) is made and entered into as of the 1st day of November, 2001 (Effective Date), by and between DataProse, Inc., a California
<br />Corporation (DataProse), and the City of Paris, organized under the laws of Texas (Client).
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<br />In consideration of the mutual promises and benefits contained herein, the parties hereby agree as follows:
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<br />ARTICLE 1 GOODS/SERVICES. DataProse agrees to provide to Client "Paper Bill Presentment and Mailing" services defined herein, and Client agrees that
<br />DataProse shall be its exclusive provider of these goods and/or services during the term of this Agreement.
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<br />ARTICLE 2 COMPENSATION. In full and complete compensation for all goods and/or services provided by DataProse hereunder, Client agrees to pay
<br />DataProse according to the rates set forth in Schedule 1.0. DataProse will provide an invoice to Client after each production run. Invoices are due upon presentation and
<br />will be considered past due if not paid within 30 days after mailing by DataProse. A monthly late charge will be assessed on statements not paid within thirty (30) days.
<br />The late payment charge will be 1-1/2% per month applied to the invoice amount unpaid thirty (30) days after billing to Client.
<br />The prices charged by DataProse to Client for the services listed in Article 1 will not be increased during the first year of the term of this Agreement. The prices shall not
<br />increase by more than 10% in the 13th month of the contract. All DataProse prices are subject to increase following the initial term of this Agreement, upon written notice
<br />to Client.
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<br />ARTICLE 3 ~. The initial term of this Agreement shall commence as of the Effective Date, and shall continue for one (1) year unless terminated earlier in
<br />accordance with provisions found elsewhere in this Agreement. This Agreement shall renew itself for successive one (1) year terms unless written notice of cancellation is
<br />received by one party from the other if a party exercises its right to terminate the Agreement at the end of the initial term or at the end of any succeeding one (1) year
<br />renewal term by sending written notice of non-renewal to the other party no later than fifteen (15) days before the expiration of the current term.
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<br />ARTICLE 4 POSTAGE. DataProse will require that Client maintain a permanent postage deposit in connection with this agreement. Client shall deposit in
<br />advance with DataProse the initial sum specified on Schedule 2.0 as the permanent deposit. The amount required to be deposited with DataProse may be changed by
<br />DataProse on a periodic basis based upon changes in Client's volume, postage usage, or payment history. Client will be notified in writing and in advance if the deposit is
<br />changed. Upon termination of this Agreement, DataProse shall return the deposit amount to Client after payment for all Services and postage has been paid by the Client.
<br />If this Agreement is terminated due to default of Client, DataProse may apply any of Client's funds it holds against any sum owed by Client to DataProse upon termination
<br />of this Agreement. IF CUENT FAILS TO MAINTAIN THE DEPOSIT AT THE ADJUSTED LEVELS, OR IF CUENT FAILS TO MAINTAIN CURRENT STATUS OF ALL INVOICES
<br />AS DESCRIBED IN ARTICLE 2, DATAPROSE MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS AGREEMENT AND WILL HOlD CUSTOMER'S MAIL UNTIL THE
<br />DEPOSIT IS RECEIVED.
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<br />ARTICLE 5
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<br />DEFAULT. The following shall be considered events of default:
<br />(1) Failure of Client to pay for all goods and/or services as provided in this Agreement. In addition to other remedies provided by this Agreement
<br />and pursuant to law, DataProse has the right to withhold production and mailing of any further production cycles until Client's account is
<br />brought current.
<br />(2) Any other breach by Client of a term or condition of this Agreement.
<br />(3) Breach by DataProse of any term or condition of this Agreement.
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<br />ARTICLE 6 TERMINATION FOR DEFAULT. Client or DataProse may terminate this Agreement for an event of default defined above if such default remains
<br />uncured fifteen (15) days after written notice of the default has been received from the party declaring the default.
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<br />ARTICLE 7 FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts or occurrences beyond the
<br />reasonable control of such party, including, without limitation: fire, explosion, power failure, flood, earthquake or other act of God; war, revolution, civil commotion,
<br />terrorism, or acts of public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government
<br />or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing or boycotts. In such event, the party affected shall be excused from such
<br />performance (other than any obligation to pay money) on a day-to-day basis to the extent of such interference (and the other party shall likewise be excused from
<br />performance of its obligations on a day-to-day basis to the extent such party's obligations relate to the performance so interfered with).
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<br />ARTICLE 8 CONFIDENTIALITY. DataProse agrees that any and all data, reports and documentation supplied by Client or its affiliates or third parties on
<br />Client's behalf, which are confidential and which are clearly designated as confidential, shall be, subject only to the disclosure required for the performance of DalaProse's
<br />obligations hereunder, held in strict confidence and shall not be disclosed or otherwise disseminated by DataProse without the consent of Client.
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<br />ARTICLE 9 INDEMNIFICATION. Client agrees to indemnify and hold DataProse harmless for any and all claims from any person, firm, or entity whatsoever
<br />that may arise in connection with Client's supplying to DataProse the data, reports or other documentation necessary to perform its duties under this Agreement, except
<br />that such indemnification shall not extend to any claims that result from action by DataProse, its officers, employees or agents or anyone acting on behalf of DataProse if
<br />such action is in violation of one or more terms of this Agreement.
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<br />ARTICLE 10 WARRANTIES. DalaProse shall provide all goods and/or services in a good and first class workmanlike manner in accordance with the terms
<br />specifically set forth in Schedule 1.0. The parties hereto agree that this Agreement is only for the production of goods and/or services.
<br />THIS WARRANTY CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE GOODS AND SERVICES TO BE PROVIDED TO CUENT. THE STATED WARRANTY IS IN
<br />UEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPUED, INCLUDING, WITHOUT UMITATION, THE WARRANTY OF
<br />MERCHANTABIUTY AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE.
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<br />ARTICLE 11 LIMITATION OF LIABILITY. The liability of DataProse with respect to any failure to provide the goods and/or services as required under this
<br />Agreement shall in each case be limited to the compensation paid to DataProse for the defective goods or services. DATAPROSE IS NOT UABLE FOR INCIDENTAL OR
<br />CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT OR INCOME, even if DataProse has been advised of the possibility of such loss or damage. This provision will not
<br />be affected by DataProse's failure to correct any defect or replace any defective work product to Client's satisfaction. Client has accepted this restriction on its right to
<br />recover consequential damages as a part of its bargain with DataProse. Client acknowledges what DataProse charges for its goods and services would be higher if
<br />DataProse were required to bear responsibility for Client's damages.
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<br />ARTICLE 12 GOVERNING LAW AND JURISDICTION. This Agreement shall be governed and interpreted in accordance with the laws of the state of Texas,
<br />without giving effect to the principles of choice of laws of such state. The parties each consent to the jurisdiction and venue of the District Court of Dallas County, Dallas,
<br />Texas, as to any matters initiated in state court, and to the courts of the District of Texas for any matters initiated in federal court.
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<br />EXHIBIT A
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