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DATA )' OS
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<br />IDocument ~Ue:
<br /> PRODUCT[ON AGREEHENT.doc
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<br />Page ! of 2
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<br />Last Revised:
<br />9/24/01 3:16:51PH
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<br />This Production Agreement (Agreement) is made and entered into as of the 1~ day of November, 2001 (Effective Date), by and between DetaProse, Inc., a California
<br />Corporation (DataProse). and the Cib/of Paris, organized under the iaws of Texas (Client).
<br />[n consideration of the mutual promises and benefits contained herein, the parties hereby agree as foliows:
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<br />ARTICLE i ~. DataProse agrees to provide to Client"Paper Bill presentment and Hailing" 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.
<br />ARTICLE 2 ~._~. tn furl and complete compensation for all goods and/or services provided by DataProse hereunder, Client agrees tu 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 />T~e late payment charge will be 1-1/2% per month applied to the invoice amount unpaid thilty (30) days after billing to Client.
<br />q3~e prices charged by DataProse to Client for the services listed in Article 1 will not be increased dudng the first year of the term of this Agreement. The prices shall not
<br />increase by n~ore than 10% in the 13~ month of the contract. All DataProse prices are subject to increase following the initial ~erm of this Agreement, upon written notice
<br />to Client.
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<br />ARTICLE 3 TERM. T~e initial term of this Agreement shall commence as of the Eff~--ctive Date, and shall continue for one (1) year unless terminated earlier in
<br />accordance with provisions found elsewhere in this Agreement. 31~is Agreement shall renew itself for successive one (1) year terms unless written notice of csncellat~on 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 beh3re the expiration of the current term.
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<br />ARTICLE 4 POSTAGE. DetaProse 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. 31~e 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~ DateProse shall return the deposit amount to Client after payment for all Services and postage has be~n paid by the Client.
<br />Tf this Ag reement is terminated due to default of Client, DatePmse may apply any of Client's funds it holds against any sum owed by Client to DataProse upon termination
<br />of this Agreement. TF C1-[ ENT F/L~ LS TO MAINTAIN THE DEDOSZT AT THE AD.NUSTED LEV~L~, OR IF CLIENT FA~LS TO MAiNTAiN CURRENT STATUS OF ALL TNVOTCES
<br />AS DESCRIBED TN ARTICLE 2, DATAPROSE MAY IMMED~ATI~LY SUSPEND ITS PERFORMANCE UNDER THIS AGREEMENT AND WILL HOLD CUSTOMER*& MArL UNTIL THE
<br />DEPOSTT [S RECEIVED.
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<br /> ARTICLE 5 DEFAULT. 'Rle 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. ]n 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 TNA U . Client or DetaFrose 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 defeult has been received from the patty declaring the default.
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<br />ART]CLE 7 FORCE MA3EURE. Neither pa~y 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-tu-day basis to the extent such pa~y's obligations relate to the performance so interfered with).
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<br />ARTICLE 8 CONFlrDENTL~LITY. DateProse agrees that any and all data, reports and documentation supplied by Client or its a~liates or third parties on
<br />Client's behalf which are confidential and which are clearly designated as confidential shail be subject only to the disclosure required for the performance of DataProse's
<br />obligations hereunder, held in strict confidence and shall not be disclosed or othe~vise disseminated by DatsProse without the consent of Client.
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<br />ARTICLE 9 [NDEMN[F][CAT~ON. Client agrees to indemnify and hold DateProse harm/ass for any and all claims from any person, firm, or entity whatsoever
<br />that may arise in connection with Client's supplying to DatsProse 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 DetaProse, Its officers, employees or agents or anyone acting on behalf of DetaProse if
<br />such action is in violation of one or more terms of this Agreement.
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<br />ART[CLE 10 WARRANT[ES. DetaProse 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. T~e parties hereto agree that this Agreement is only for the production of goods and/or services.
<br />THTS WARRANTY CONSTITUTES THE ONLY WARRANTY W~TH RESPECT TO THE GOODS AND SERVTCES TO BE PROVIDED TO CI/ENT. THE STATED WARRANTY TS TN
<br />LIEU OF ALL OTHER WARRANT[ES, WR~IEN OR ORAL, STATUTORY, EXPRESS OR TMpITED, TNCLUDTNG, W]THOUT LIMITATION, THE WARRANTY OF
<br />MERCHANTABTL[TY AND THE WARRANTY OF F[THESS FOR PART[CULAR PURPOSE.
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<br /> ARTICLE 11 LZMITAT[ON OF L~ABTLZI'Y. The liability of DateProse 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 DateProse for the defective goods or services. DATAPROSE IS NOT LIABLE FOR INCIDENTAL OR
<br /> CONSEQUENTIAL DAFLO~GES, [NCLUDING LOST PROFIT OR TNCOHE, even if DetaProse has been advised of the possibility of such loss or damage, qlgs provision w~ll ~et
<br /> be affected by DateProse's failure to correct any defect or replace any defective work product to Client's saUsfaction. Client has accepted this restriction on its right to
<br /> recover consequential damages as a part of its bargain with DataProse. Client acknowledges what DateProse 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 GOVERN[NG LAW AND 3UR]SDIC'r[ON. '~is Agreement shall be governed and interpreted in accordance with the lav~ of the state of Texas,
<br /> without giving effect to the principles of choice of laws of such state. 'l~e 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 Distdct of Texas for any matters initiated in feqera[ court.
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