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<br />DATAproses
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<br />Document Title:
<br />PRODUCTlON AGREEMENT.doc
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<br />Page 2 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 />ARTICLE 13 SEVERABILITY. If a court or an arbitrator of competent jurisdiction holds any provision of this agreement to be illegal, unenforceable, or invalid in
<br />whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.
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<br />ARTICLE 14 WAIVER: MODIFICA nON OF AGREEMENT. No waiver, amendment or modification of any of the terms of this Agreement shall be valid unless
<br />in writing and signed by authorized representatives of both parties hereto. Failure by either party to enforce any rights under this Agreement shall not be construed as a
<br />waiver of such rights, nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.
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<br />ARTICLE 15 ~. All notices must be in writing and if not personally delivered, be sent by facsimile or by first class mail, or by electronic mail. Notices will
<br />be effective on the day when delivered, addressed to the other party at the address show in this Agreement. Either party may change the address to which notices are to
<br />be sent by giving notice of such a change to the other party.
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<br />Addresses for purpose of giving notice are as follows:
<br />If to DataProse:
<br />DataProse, Inc.
<br />1451 North Rice Avenue
<br />Suite A
<br />Oxnard, CA 93030
<br />Attention: Chief Executive Officer
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<br />If to Client:
<br />City of Paris
<br />135 First SW
<br />Paris, TX 75460
<br />Attn: Gene Anderson
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<br />ARTICLE 16 ENTIRE AGREEMENT. This Agreement and its exhibits constitute the final, complete, and exclusive statement of the terms of the agreement
<br />between the parties pertaining to the production of goods and services for Client by DataProse, and supercedes all prior and contemporaneous understandings or
<br />agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly
<br />set forth in this Agreement.
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<br />ARTICLE 17 ATTORNEY FEES. In the event of any claim, dispute or controversy arising out of or relating to this Agreement, including an action for declaratory
<br />relief, the prevailing party in such action or proceeding shall be entitled to recover its court costs and reasonable out-of-pocket expenses not limited to taxable costs,
<br />including but not limited to phone calls, photocopies, expert witness, travel, etc., and reasonable attorney fees to be fixed by the court. Such recovery shall include court
<br />costs, out-of-pocket expenses and attorney fees on appeal, if any. The court shall determine who is the prevailing party, whether or not the dispute or controversy
<br />proceeds to final judgment. If either party is reasonably required to incur such out-of-pocket expenses and attorney fees as a result of any claim arising out of or
<br />concerning this Agreement or any right or obligation derived hereunder, then the prevailing party shall be entitled to recover such reasonable out-of-pocket expenses and
<br />attorney fees whether or not action is filed.
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<br />ARTICLE 18 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties
<br />hereto. The parties hereto execute this Agreement through their duly authorized officers, as of the day and year first written above.
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<br />DATAPROSE, INC.:
<br />By:
<br />
<br />CUENT:
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<br />By:
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<br />Glenn A. Carter, President
<br />
<br />Date:
<br />
<br />Title:
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<br />Schedule 1.0 - Fees for Services
<br />Paper Bill (Includes: Data processing and Simplex, 2-color, Laser Imaging, 8.5xll
<br />white paper with perf at 3.5" from bottom, # 10 double window envelope, #9 single
<br />window reply envelope, folding, Inserting, presorting and delivery to USPS)
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<br />$0.165 /per Statement
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<br />Paper Bill Setup
<br />Additional Impressions (Includes paper)
<br />Additional Inserts
<br />Special Programming
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<br />$0 /Waived
<br />$0.05 /Per Impression
<br />$0.005 /Per Insert
<br />$125.00 /Per Hour
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<br />Schedule 2.0 - Permanent DeDosit
<br />Permanent Deposit Amount (Based on estimated monthly volume of 12,000 bills)
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<br />$3,250.00
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<br />Schedule 3.0 - Performance Guarantee
<br />DataProse will deliver clients bills within an average of one (1) Business Day after the applicable Determination Date (as Defined herein). Such average time period will be
<br />determined by measuring the number of elapsed Business Days between each respective determination date and the date which a majority amount of the Client's bills
<br />were mailed for consecutive three (3) month period.
<br />The "Determination Date" is the date which data is received - either via electronic transmission (FTP or modem) or hard copy media (tape or disk) if prior to 12 noon,
<br />local time. If data is received after 12 noon, local time, the Determination Date is the Business Day immediately following the date data is received.
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