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1995-025-RES WHEREAS, COP HAS NEED FOR CUSTOMER SUPPORT FOR USN SOFTWARE APPLICATIONS RESOLUTION NO. 95-025 WHEREAS, the City of Paris has need for customer support for the usn software applications licensed to the City; and, WHEREAS, it is deemed to be in the best interest of the City of Paris that such new Customer Support Agreements in the form of Exhibit A attached hereto and made a part hereof be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the new Customer Support Agreements for the usn software applications licensed to the City of Paris described in Exhibit A attached hereto, be, and the same are hereby, accepted; and, BE IT FURTHER RESOLVED, that the Mayor Pro Tern of the City of Paris, Eric S. Clifford, be, and he is hereby, authorized and directed on behalf of the City of Paris to execute the Customer Support Agreements attached hereto as Exhibit A. PASSED AND ADOPTED this 13th day of February, d, Mayor Pro Tern - -----.-- ATTEST: Mattie Cunningham, City Clerk APPROVED AS T ~ CUSTOMER SUPPORT AGREEMENT (USCS1.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2.9403) on the following Licensed Application Software: Budget Preparation - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $830.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Hayor Pro Tern Date Date February 13, 1995 EXHIBIT A CUSTOMER SUPPORT AGREEMENT (USCS1.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403) on the following Licensed Application Software: Emergency Medical Services - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $830.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Hayor Pro Tern Date Date February 13, 1995 CUSTOMER SUPPORT AGREEMENT (USCS1.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403) on the following Licensed Application Software: Fixed Assets - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $680.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.94031, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Date Title Mayor Pro Tel!l Date February 13. 1995 CUSTOMER SUPPORT AGREEMENT (Uses 1. 9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403) on the following Licensed Application Software: General Ledger I Accounts Payable - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $1,960.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Hayor Pro Tern Date Date February 13. 1995 CUSTOMER SUPPORT AGREEMENT (USCS1.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USn" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2.94031 on the following Licensed Application Software: Information Indexing - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $680.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of II months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2,9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title M"yor Pro Tern Date Date February 13. 1995 CUSTOMER SUPPORT AGREEMENT (USCSl.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403) on the following Licensed Application Software: Payroll I Personnel II - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $980.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Mayor Pro Tem Date Date February 13, 1995 CUSTOMER SUPPORT AGREEMENT (USCS1.9403) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USTI" (an Iowa corporation), and The City of Paris hereinafter referred to as "CUSTOMER". CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2.9403) on the following Licensed Application Software: Utility Billing and Collections - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $980.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of .12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403). THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE usn CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403l. UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Mayor Pro Tern Date Date February 13, 1995 CUSTOMER SUPPORT AGREEMENT (USCS1.940S) This Support Agreement is made by and between United Systems Technology, Inc., with principal offices at 3021 Gateway Drive, Suite 240, Irving, TX 75063, hereinafter referred to as "USn" Ian Iowa corporation), and The City of Paris Police Department hereinafter referred to as "CUSTOMER" . CUSTOMER hereby orders and USTI hereby agrees to provide Customer Support, as defined in the document identified as the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS IUSCS2.9403) on the following Licensed Application Software: Law EnforceD1ent Management Information SysteD1 - Legacy CUSTOMER hereby agrees to pay, upon receipt of invoice from USTI, the Support Fee of $1,950.00 for Customer Support for the Support Term which will begin on the Support Commencement Date of March 1,1995 and remain in force for a period of 12 months. CUSTOMER AND USTI further agree that Customer Support will, at the conclusion of the Support Term, be automatically extended for annual (12 month) Support Terms at the then annual Support Fee and that said Customer Support will be provided according to all the terms, conditions and definitions contained in the USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.94031. THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THE USTI CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403), UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL, OR WRITTEN AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. ACCEPTED BY: ACCEPTED BY: United Systems Technology, Inc. The City of Paris Police Department Authorized Signature Authorized Signature Name _Lanny Evans Name Eric S. Clifford Title _Manager, Customer Support_ Title Mayor Pro Tern Date Date February 13, 1995 usn CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS (USCS2.9403) I.DelinitiODS The lenn Liceosecl Application Software in this Agreement Iih.U mean all licenaed cbll ~roce..inl programs consisting of inslroclionl or slatemenla in macbine readable (onn and any related licensed material. Neh '1, but not limited to, manual., .yltem documen~tion or written or verbal instructions provided (or use in cOMcclion with the licensed dIll processing programs. The term Uceused Application Software excludes any and all custonUz.ations or modiricatiolllto same whether made by USTI or another par1Y. usn Customer Support, hereinafter referred to as CUslomer Support or Support is made up of three distinct services as defmed below: HELPLINE is a toll free telephone service provided to users of USTI Lic.eosecl Application Software to (a) clarify operating instructions contAined in the user documentation delivered with the Licensed Ap~tion Software, and (b) 10 assist in the identification of solutions to op_erating'problems being experienced by the CUSTOMER in lhe use of USTI LlCensed Application Software. Said HELPLINE service i. provided during USTl's normal working hours, through a dedicated slaff' of HELPL"lNE support repre5CnLatives, and ONLY by telephone. MAINTENANCE is a service provided to users of USTI Licen.r;ed Application Software to record, research, and correct verified p'rogram errors or defects arising in USTI Licensed Application Software. Software MAINTENANCE is provided on USTI', acbc.dule. during USTI's normal working houn, and ONLY at USTl's normal business location(s). ENHANCEMENT is a service provided to users of USTI Licensed Apo1ication Software 19 improve the USTI Licensed Application SOftware. Software ENHANCEMENT is provided at USTI'. option, OD USTl'sloChedule. during USTl'. normal working hours and ONLY It usn's normal busine55location(s). Software ENHANCEMENT is deaigned to assure that customers utilizing Customer Support will have aVlilable Licensed Application Software equivalent to the currently market.c:.d version of the Licensed. Application Software. usn expressly excludes the following services from the services to be providecf under this Customer Support Agreement: '~l Hardware and Operating System configuration and implementation Operator training Any On-Site services including, but not limited to traimng, assistance. implementation, etc. d) Training classes e) Modification. and/or customiz.ations other than those included in the ENHANCEM.ENTS delivered periodically by USTI f) Customer S~port on any softWare other than the Licensed Application Software identified herein b!1J._ U_~T1 scrvices provided beyond HELPLINE, MAINTENANCE and ENHANCEMENT. as herein defined, will be furnished only by separate agreement with USTI, and at USTl's nonnal billing rate and terms then in effect. 2. Term &lid Termination This agreement will remain in force for the Support Term identified in the Customer Support Agreement (USCSl.9403) and will then be automatically extendc.d for Innult Support Tenn upon payment of the Customer Support Fe.c .t the then cum:nt rates. Either the CUSTOMER or USTI can terminate this Agreement at the end of any Support Tenn, usn by providing written nOlice, at least 30 day. prior to the end of the Support Tenn. and the CUSTOMER by marking the Support Fee invoice .Cancel- and returning the marked invoice without payment. 3. Fees &lid Payment Payment. in full. of the appropriate S'9lJ.!ort Fee, identified in the Customer Support Agreement .ignature page (USCSI.9403), must be received by usn prior to the Support Commencement Date. An invoice for the applicable Support Fee will be .ubmitted by usn to CUSTOMER prior to the Support Tenrunation Dale. To cancel the annual renewal, CUSTOMER mull return the Support Fee invoice markc.d .cancel- to USTI. All charge. for ahifments and mailin,g. to usn are the responsibilily of the CUSTOMER. AI returns and maihng. to the CUSTOMER by USTI are via regular U.S Mail. unless specifically directed olberwlsc by the CUSTOMER. All express or expedited charges are the responsibility of the CUSTOMER, and will be billed sepantely to the CUSTOMER if paid by usn. usn provides an inbound toll free 800 number to access th~ HELPLINE servic~ and provide. outbound callback 5Crvice. All other telecommumcations charges, specifically as required for -modem. connection to CUSTOMER'. computer system, will be billed to CUSTOMER. 4. Guarantees, Warranties aDd Umilatioa of Liability usn will use ill bell eIToN to provide HELPLINE services lO alllWtr CUSTOMER que.tiona, to provide MAINTENANCE services to locate and correct identified prognm defects. and to provide ENHANCEMENT scrvices \0 improve LiCensed Application Solh\'are, but does not guarantee service results or warnnt that all questions and problems will be either answered or resolved, that all defCC18 will be corrected, or that Licensed Application Software will meet CUSTOMER's expectationa. USTl'. liability for damages to the CUSTOMER for any eauBC what5oever, and regardless of the form of actions, whether in contnct or in tort including negligcnce. shall be limited to the actual Support Fee paid by the CUSTOMER for up to twelve month's of Customer Support (or the Licensed A pptication Software indicated above. Such charges ahall be those in effect for the Licensed Application Software when the cause of action aro5C. In no event will USTI be liable for any damage. caused by the CUSTOMER's failure to perfonn the CUSTOMER's responsibilitie., or for Jl.ny lolll revenues or other consequential damage., even if USTI has been advised of the possibility of such damage., or for any claim against the CUSTOMER by any party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT- ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. Rein.o;latemeut Reinstatement of this Agreement after having not been in force for 60 day. or Ie" will be made retroactive to the date that the Agreement was tenninated with no reinstatement charge. Reinstatement of this agreement after having nol been in force for more than 60 days will incur a reinstatement cha'X~. in addition to the normal Customer Support Fee, of an amount equal to 5 % of the Customer Support Fee (or each month that this agreement i. not in force. up lO a maXJmum of 100% of the Customer Support Fee. Special services that may arise due to conflicting file stnactures or conversions are additional. 6. G",eraI This Agreement is not assignable. None of the 5Crvices granted hereunder nor an)" of the Licensed Software materiala or copies thereof may be sub- lieensed, assigned or tnnsferred by the CUSTOMER. Any attempt to IU~ license. assign or tnnsfer any of the rights, duties or obligatiON under this Agreement is void. The terms and conditions of this Agreement may be modified by USTI effective on the dale of automatie renewal by providing the CUSTOMER with one month's prior written notice. Any such modificatiOD will apply unless the CUSTOMER exercises the opti.on to lenninalc this Agreement .. outlined inlaragraph two (2) above. Otherwise. this Agreement can only be modifie by a written Agreement duly signed by I person authorized to sign agreements on behalf of the CUSTOMER and of usn and variance from the terms and conditions of this Agreement in any CUSTOMER order or other modification will be of no effect. The CUSTOMER represents that he is the Licensee of the system under this Agreement via a valid License Agreement effected directly with USTJ. usn i. not responsible for failure to fulfill its obligations under thi. Agreement due to causes beyond its control. No action., regardless offonn, arising out ofthi. Agreement my be brought by either pal11 more than two years after the cause of actions has ariacn. or in the are. 0 nonpayment, more than two yeafa from the date of the lut payment. Any action at law, suit in equity or judicial proceed ins: for the enforcement of ibi. agreement or any proVISion thereof shall be mstituted onJy in the COON of the State of Texas. It is mutually understood and agreed that this Agreement sh.n be govemc.d by the laws of the Slate of Texa. both .a to interpretAtion and performance. It is undemood and agrec.d by the parties hereto that if any part, term. or provision of thi. Agreement is by the COUN held to be illegal or In conflict with an)' law of the atate where made, the validity of the remaining portions or .erovisionl shall not be affected and the righl.s and obligations of the parues shan be construed and enforced as if the Agreement did nol contain the particular part, term, or provision th.t is held to be invalid. CUSTOMER. agrees that should it default in any of the covenantJ or agreements contained herein, CUSTOMER. shall pay an coslJ and expenses including a reasonable anomey's fee which may arise or accrue from enforcing this Agreement, whether pUriued by filing suit or before or after judgment.