1
Exhibit 10.15
QUALITY CARE SOLUTIONS, INC.
SOFTWARE LICENSE AGREEMENT
This License is made and entered by and between Quality Care Solutions, Inc., a
Nevada corporation with it's principal place of business at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "QCSI"), and The TriZetto
Group, Inc., its parent, subsidiaries and affiliates, a Delaware corporation
with it's principal place of business at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "CLIENT").
I. TERM. Provided that all fees and costs are paid timely, and CLIENT
complies with the terms and conditions of this License, the initial
term of this License shall be for a period of five (5) years beginning
on the first day of the month after the date of execution of this
License. Thereafter, the term of this License shall automatically be
extended for consecutive additional terms of one (1) year each, unless
either Party provides the other with written notice of such Party's
intention not to extend the term at least one hundred twenty (120) days
prior to the end of the initial term or any subsequent term.
II. LICENSED SOFTWARE. CLIENT shall license QMACS(R) and aQDEN(TM)
("Software") according to the terms and conditions herein. This License
does not entitle CLIENT to New Software, customized versions or "beta"
versions of Software not yet generally released to all licensees of
Software.
III. RIGHT TO SERVICE OFFERING TO CLIENT CUSTOMERS ("CUSTOMERS"). QCSI
grants CLIENT a non-exclusive, non-transferable license to provide
application services to CLIENT's customers as an Application Services
Provider ("ASP", i.e. service bureau on an outsourced basis) subject to
the terms, conditions, limitations and restrictions set forth herein.
Section I, paragraph C, "Sole Use" of the Software License is hereby
deleted in its entirety and replaced by the following:
C. Use. This License authorizes CLIENT to use Software for
CLIENT's own internal purposes and for the ASP services it
provides to its Customers subject to Exhibit B herein.
IV. OWNERSHIP/DERIVATIVE WORKS/SAFEGUARD. Section I, paragraph d,
"Ownership/Derivative Works/Safeguard" of the Software License is
hereby deleted in its entirety and replaced by the following:
Software documentation, training materials, plans, prices,
configurations, specifications, techniques, algorithms, schemas, screen
prints and processes contained herein, or any modifications, extraction
or extrapolations thereof, are the property and trade secrets of QCSI
and are subject to copyright protections. Any copyright notice does not
imply unrestricted or public access. No duplication, usage, disclosure
or publication thereof, in whole or in part, for any purpose is
permitted, except that which is expressly permitted by this license or
other written permission of QCSI. Software documentation is provided to
CLIENT only for the duration and only for facilitating Software use by
CLIENT. Any Derivative Work created by or on behalf of CLIENT or by and
on behalf of QCSI shall be the property of QCSI. Derivative works are
defined as any work based upon one or more preexisting works of QCSI,
such any form in which a work has been recast, transformed, modified,
or adapted, or any work consisting of editorial revisions, annotations,
elaborations, or other modifications which, as a whole, represent an
"original work of authorship" as that phrase is defined by the United
States Copyright Act. QCSI acknowledges that
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CLIENT, or third party, may, from time to time without QCSI's
assistance wish to create reports, develop interfaces, integration
modules, integration engines, EDI translators, communications
enhancement solutions, and middleware (including transaction processing
monitors), to the Product and agrees that such work, which shall not be
construed as Derivative Works, shall be owned by CLIENT, subject to
QCSI's right to the underlying products. CLIENT agrees to safeguard all
code against non-licensed use, copying, transfer, or inspection by any
unauthorized third party.
V. OBLIGATIONS UPON TERMINATION. Section I, paragraph g, "Obligations Upon
Termination" of the Software License is hereby deleted in its entirety
and replaced by the following:
Upon termination of this Agreement, any and all amounts or fees due
under this license or otherwise due to Licensor shall immediately be
paid in full without further demand by Licensor.
VI. USE OF SOFTWARE AFTER TERMINATION. CLIENT's license to use the Software
serialized prior to termination, shall survive termination of this
Agreement and shall continue in full force and effect under the terms
and conditions of the then current license agreement as long as CLIENT
continues to pay pmpm fee for use of the Software and use of Software
does not exceed expiration of then current license agreement, unless
termination is based upon a violation of Section 1.a (Grant of License)
or any other violation of QCSI's intellectual property rights whereupon
CLIENT's right and license to use the Software shall terminate if not
remedied within sixty (60) days of notification of such violation by
QCSI to CLIENT. CLIENT agrees to maintain minimum membership level of
40,000 members or pay minimum monthly fee during this period.
VII. MARKETING. Section II, paragraph f, "Marketing" is hereby deleted in
its entirety and replaced by the following: QCSI and CLIENT may
reference each other in advertising and promotional materials and
either party may use the logo of the other in marketing materials,
including web pages, upon receiving prior written approval from the
other party which shall not be reasonably withheld.
VIII. LIMITATION ON LIABILITY AND REMEDIES. Section III, paragraph d,
"Limitation on Liability and Remedies" is hereby deleted in its
entirety and replaced by the following: IN NO EVENT WILL QCSI BE LIABLE
FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE EXISTENCE, FURNISHING,
FAILURE TO FURNISH OR USE OF THE SOFTWARE. PRODUCTS, OR SERVICES
FURNISHED HEREUNDER, INCLUDING ANY RELATED THIRD PARTY SOFTWARE,
PRODUCT OR SERVICE, WHETHER OR NOT QCSI HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE ABSOLUTE LIABILITY OF QCSI SHALL NOT
EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO LICENSOR BY CLIENT FOR THE
PREVIOUS EIGHTEEN (18) MONTH PERIOD.
IX. INDEMNIFICATION. The last sentence of Section III, paragraph f,
"Indemnification" is hereby deleted in its entirety and replaced by the
following: QCSI shall refund the pro-rata cost of the implementation
based on a five-year useful life and shall fully refund any existing
balance of maintenance fees.
X. ASSIGNMENT. Section IV, paragraph b, "Assignment" is hereby deleted in
its entirety and replaced by the following: TriZetto may assign this
Agreement, together with any license granted hereunder, to any
Affiliate or any entity resulting from the sale, combination or
transfer of all or substantially all of the assets or capital stock, or
from any other corporate form of reorganization, subject to the prior
written approval of such assignment by QCSI which shall not be
unreasonably withheld. Upon any permitted assignment of this Agreement,
TriZetto shall not incur any transfer fees other than such fees as may
be required for any expanded or additional licenses, equipment, or
services necessary for as a result of such assignment.
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IN WITNESS WHEREOF, the Parties hereto have executed this License effective the
first (1st) day of the month following its execution ("Effective Date"):
QUALITY CARE SOLUTIONS, INC. THE TRIZETTO GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer Title: Senior Vice President
Date: 12/20/99 Date: 12/16/99
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EXHIBIT A
FEES AND SERVICES
In consideration for the license and services granted hereunder, CLIENT hereby
agrees to pay QCSI according to the following fee schedule. CLIENT hereby agrees
to permit QCSI electronic access to CLIENT's database for billing purposes, if
applicable.
[ ] IMPLEMENTATION SERVICES [Confidential treatment has been requested]
At CLIENT's request, QCSI agrees to support CLIENT in the first two (2)
Customer Software implementations performed by CLIENT. QCSI agrees to
provide up to [****] service units of support for each of the two
implementations, at a discounted rate of [****] per service unit.
Subsequent support may be provided by QCSI upon CLIENT's request
according to QCSI's prevailing rates.
[ ] SOFTWARE LICENSE [Confidential treatment has been requested]
Minimum Membership Level Effective no later than nine (9) months
following the effective date of this Agreement, the CLIENT shall be
responsible for maintaining a minimum threshold of members on the
Software. If membership level falls below [****], CLIENT will pay QCSI
a $ [****] fee.
PMPM SOFTWARE LICENSE FEE:
The PMPM Software License Fee shall be the following:
QMACS PMPM FEE (MEDICAL ONLY): [Confidential treatment has been
requested]
$ [****] Per Member Per Month ("PMPM") from [****] members per month
plus
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered using the Software.
aQDEN PMPM FEE (DENTAL ONLY): [Confidential treatment has been
requested]
$ [****] Per Member Per Month ("PMPM") from [****] members per month
plus
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered using the Software.
[ ] ADDITIONAL PRODUCTS
Upon prior written notice to QCSI, CLIENT may purchase additional
products to use with the QMACS software at the following fees which
would be added to the core QMACS license fee :
aQDEN AND QMACS COMBINED [Confidential treatment has been requested]
$ [****] Per Member Per Month ("PMPM") from 40,000 to 100,000 members
per month plus
$ [****] Per Member Per Month from 100,001 to 500,000 members per month
plus
$ [****] Per Member Per Month over [****] members per month plus
$ [****] PMPM Support fee from [****] members per month
$ [****] PMPM Support fee over [****] members per month
CASE MANAGEMENT MODULE [Confidential treatment has been requested]
$ [****] PMPM License
$ [****] PMPM Support
[ ] SUPPORT
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Exhibit A -- Fees and Services
Rev. 12/16/99
**** - Confidential Treatment Requested
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Each month, CLIENT shall pay the following Support Fees, which shall
entitle CLIENT to updates and releases. In addition, twenty-eight percent
of the amount below shall apply accrual of service units however, in no
event shall CLIENT receive less than [****] service units per month.
Management of service units and support delivery shall be in accordance
with the QCSI Client Guide.
QMACS SUPPORT FEES: [Confidential treatment has been requested]
Support Fees shall be the following:
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered using the Software.
aQDEN SUPPORT FEES: [Confidential treatment has been requested]
Support Fees shall be the following:
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month from [****] members per month plus
$ [****] Per Member Per Month over [****] members per month
The above fees are cumulative up to the respective total number of
CLIENT's active members being administered using the Software.
PAYMENT GUIDELINES
The Software License and Support Fees herein are payable beginning with the
first day of the month following the provision of service to the first customer,
but no later than nine (9) months after the effective date of this License and
due monthly thereafter.
LATE PAYMENT AND INTEREST
If fees herein are not paid within thirty (30) days of invoice date, QCSI will
assess a late payment penalty of one and one-half percent (1.00%) (SIC) of the
fees due. Any payment, which is more than thirty (30) days late, will accrue
interest at the rate of twelve percent (12.00%) per annum until paid in full.
QCSI shall have the right to suspend all its obligations under this License in
the event that any payment is more than forty-five (45) days late. QCSI shall
notify CLIENT in writing at least fifteen (15) days before suspending its
obligations for late or non-payment.
In the event that CLIENT determines in its reasonable judgment that a billing
error has occurred, CLIENT must notify QCSI in writing within thirty (30) days
of receipt of such erroneous items. CLIENT agrees to pay all undisputed items on
an invoice, which may have disputed items contained thereon. QCSI agrees that no
late payment penalty shall be applicable for contested invoice items until
thirty (30) days following QCSI's response to CLIENT's notice of billing error.
TRAVEL AND EXPENSE GUIDELINES
CLIENT agrees to reimburse or pay QCSI for reasonable travel, lodging, and
meals, which are incurred by QCSI at the CLIENT or a Customer's office within
fifteen (15) days of receipt of invoice for reimbursement of expenses.
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Exhibit A - Fees and Services CLIENT GA QCSI
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**** - Confidential Treatment Requested
6
QUALITY CARE SOLUTIONS, INC.
SOFTWARE LICENSE
TERMS & CONDITIONS
I. SOFTWARE LICENSE GRANT
a) Grant of License. QCSI hereby grants to CLIENT a non-exclusive,
non-transferable license ("License") to use QCSI software programs, systems and
related documentation identified on the front page of this License
("Software"). This License is expressly made and granted subject to the terms,
conditions, limitations and restrictions as set forth herein.
b) Fees. To maintain its License hereunder, CLIENT shall pay to QCSI all fees
and costs as provided in Exhibit A to this License.
c) Sole Use. This license authorized CLIENT to use Software only for CLIENT's
own internal purposes. CLIENT shall not allow any third party to access, copy
or use Software, nor shall it use Software to provide time-sharing or data
processing services to a third party without a separate written agreement with
QCSI. CLIENT is prohibited to re-license, rent, lease or provide application
hosting of Software without QCSI's express written permission.
d) Ownership/Derivative Works/Safeguard. Software, documentation, training
materials, plans, prices, configurations, specifications, techniques,
algorithms, schemas, screen prints and processes contained herein, or any
modification, extraction, or extrapolations thereof, are the property and trade
secrets of QCSI and are subject to copyright protections. Any copyright notice
does not imply unrestricted or public access. No duplication, usage, disclosure,
or publication thereof, in whole or in part, for any purpose is permitted,
except that which is expressly permitted by this license or other written
permission of QCSI. CLIENT shall include in all copies made by it notices of
copyright and other proprietary rights included by QCSI in or on Software.
Software documentation is provided to CLIENT only for the duration of this
License and only for facilitating Software use by CLIENT. CLIENT specifically
agrees that any derivative works or modifications of Software shall be the
property of QCSI and CLIENT hereby assigns all title and ownership interest
therein to QCSI. Derivative works are any modifications of Software or work,
which is based on Software source or object code, or which requires Software to
function. Such derivative works shall be deemed Software for the purposes of
this License however, QCSI's representations, warranties and liabilities shall
not extend to derivative works and modifications. CLIENT agrees to safeguard all
code against non-licensed use, copying, transfer or inspection by any third
party. CLIENT shall require all persons and entities to whom CLIENT has granted
authority to save data or who have access to any Executable Code to execute and
submit to QCSI a confidentiality agreement.
e) Breach. In the event of a breach or the threat of a breach of this License,
QCSI, in addition to any other remedies it may have at law or in equity, shall
be entitled to a restraining order, preliminary injunction, and other
appropriate relief so as to specifically enforce the terms of this License, and
any other agreement entered into in conjunction with this license. CLIENT
agrees that a breach of this License would cause QCSI irreparable injury. This
License may be terminated with ninety (90) days prior written notice if either
Party fails to comply with the terms, conditions or any covenant under this
License and fails to perform or cure the same within forty-five (45) days of
receipt of written notice.
f) Loss or Damages to Software. In case of loss, damage, or destruction of any
of the Software, QCSI will replace it at the written request of CLIENT. CLIENT
shall pay QCSI's reasonable reproduction and delivery expenses for such
replacement.
g) Obligations Upon Termination. Upon expiration or termination of the License,
all copies of Software shall promptly be delivered to QCSI or destroyed by
CLIENT, and CLIENT shall certify the same in writing within ninety (90) days of
termination.
II. MISCELLANEOUS
a) Software Delivery. QCSI will deliver at least one machine-readable copy of
Software. QCSI agrees to provide one (1) hardcopy and one (1) electronic copy
of Software documentation to CLIENT as such documentation is published or
updated.
b) Standard Reports. QCSI will deliver a limited set of standard reports with
Software. CLIENT acknowledges that third-party report writing software tools
are required to create new reports or modify QCSI's standard reports. The
license fee, support and training cost for third-party report writing tools are
not included in this License and must be acquired separately. CLIENT
acknowledges that QCSI's standard reports are templates and examples of reports
QCSI has developed for non-specific use. The CLIENT acknowledges responsibility
for the design, development and production of its own reports, documents,
letters and identification cards to be used in conjunction with Software.
c) Electronic Data Interface (EDI) Engine. QCSI will deliver a method to
facilitate electronic data import and export and from Software database.
d) Reference Data. QCSI agrees to provide the minimal reference data as
required to configure and test Software. CLIENT is responsible for the annual
procurement, update and maintenance of all reference data required to operate
Software. QCSI agrees to provide the data table structure and interface method
to facilitate loading, editing and maintenance of reference data required to
operate Software.
e) Escrow Statement. QCSI shall maintain a copy of the most recent Source Code
for Software with Ft. ▇▇▇▇ Escrow Services Inc. or a trustee mutually acceptable
to QCSI and CLIENT. In the event QCSI becomes insolvent, makes an assignment
of assets for the benefit of creditors, has a trustee or receiver appointed
(either voluntary or involuntarily), is adjudicated bankrupt, or involuntary
bankrupt proceedings are commenced against QCSI or receiver, or commences any
dissolution or liquidation proceedings, then the trustee shall be directed to
deliver the Source Code to CLIENT. CLIENT shall provide written notification to
both QCSI and trustee of intention to access Source Code. QCSI shall notify
CLIENT who the appointed trustee is, and give notice prior to any of the
actions mentioned herein. CLIENT shall pay or reimburse QCSI for any costs of
Source Code escrow, escrow maintenance or Source Code access.
e) Marketing. QCSI may, in its sole discretion, reference CLIENT in
advertising and promotional materials concerning the sale and promotion of
Software including listing CLIENT's name. When a specific advertisement or
promotion containing only the
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CLIENT's name is planned, QCSI will obtain CLIENT's written permission
before such use. QCSI shall also obtain CLIENT's written permission before
use of any logo of the CLIENT.
g) Privacy Act. QCSI agrees and warrants that the Software will meet current
federal requirements under the Privacy Act of 1987 (the "Act"). QCSI
further agrees and warrants that it has in place internal controls, which
will satisfy the security and privacy requirements of the Act.
III. LIMITED WARRANTY, PATENT, AND COPYRIGHT INFRINGEMENT
a) Limited Warranty. QCSI warrants that it shall remedy any anomaly as defined
by QCSI policies and procedures within QCSI's support policy response time.
This warranty is conditional upon CLIENT's computing environment being
consistent with QCSI's recommended hardware and software specifications and
in good working order and further provided that the Software has been
properly used and has not been modified and/or serviced by an entity other
than QCSI. QCSI does not warrant that Software will meet CLIENT's
requirements or will operate in the combinations which may be selected for
use by CLIENT, or that the operation of Software will be uninterrupted or
error free. This warranty does not extend to Software modified by CLIENT,
for anomalies due to CLIENT misuse of third-party products or for Software,
which is more than one version past QCSI's latest released version. QCSI's
warranty covers only service to correct anomalies reported during the term
of this License.
b) NO OTHER WARRANTIES. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESSED OR IMPLIED. QCSI HEREBY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY
SET FORTH IN THIS LICENSE INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT
HEREBY DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT
EXPRESSLY SET FORTH IN THIS LICENSE.
C) NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL QCSI BE LIABLE FOR
ANY DAMAGES CAUSED BY CLIENT'S FAILURE TO PERFORM CLIENT'S
RESPONSIBILITIES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS
OF USE OF SOFTWARE, COSTS OF RECREATING LOST DATA, OR ANY OTHER INDIRECT,
SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF QCSI HAD BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST CLIENT BY ANY
OTHER PARTY.
d) LIMITATIONS ON LIABILITY AND REMEDIES. QCSI's AGGREGATE LIABILITY FOR
DAMAGES TO CLIENT FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
ACTION, INCLUDING CONTRACT, TORT, COMPUTER MALPRACTICE, PRODUCTS LIABILITY,
STRICT LIABILITY, OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF THE
IMPLEMENTATION FEES PAID TO QCSI.
e) Time Limitations. No action, regardless of form, arising out of their
License may be brought by CLIENT later than two (2) years after the cause
of action has arisen and CLIENT has (or should have) acquired knowledge
thereof.
f) Indemnification. QCSI promises to indemnify CLIENT, at QCSI's expense,
against any claim that Software infringes on a valid patent, copyright, or
trade secret in the United States. QCSI will also pay all costs, damages,
and attorney's fees that a court finally awards as a result of such claim,
to the limit of QCSI's liability as determined by the court. QCSI's duties
under this section are conditioned upon the following:
1) CLIENT shall give QCSI prompt written notice of any actual or
threatened claim.
2) QCSI shall have control of the defense of any claim and of all
negotiations for the settlement or compromise of such claim.
3) CLIENT shall cooperate with QCSI in the defense or settlement of any
claim at QCSI's expense.
4) The claim does not arise out of CLIENT's modification of Software or
the use of Software in combination with anything not approved by QCSI.
If a patent, trade secret or copyright infringement occurs, or QCSI's judgment
is likely to occur, QCSI, at its option and expense, may either procure the
right for CLIENT to continue using Software, or replace or modify it to be
functionally equivalent so that it becomes non-infringing. If neither of the
foregoing alternatives is reasonably available in QCSI's judgment, CLIENT shall
return all copies of Software in question to QCSI upon QCSI's written request.
QCSI shall refund the pro-rata cost of the implementation fee paid to QCSI of
the specific module based on a five-year useful life.
IV. GENERAL PROVISIONS
a) Applicable Law and Arbitration. This License shall be construed and
interpreted in accordance with the laws of the State of Arizona and the
venue for any dispute whatsoever shall be in the Superior Court of Maricopa
County, Arizona. In the event that the Parties are unable to resolve
within a reasonable time any controversy, dispute or claim arising out of
or in connection with this License, or its interpretation, performance or
termination, binding arbitration shall be conducted in accordance with the
rules of the Arizona Arbitration Act, A.R.S. Sections 12-1501 et seq., and
the Commercial Arbitration Rules of the American Arbitration Association
("AAA"). In the event of arbitration or litigation, the prevailing Party
shall be entitled to recover costs and expenses including reasonable
attorney's fees.
b) Assignment. CLIENT has neither the power nor the right to delegate any
duty under this License, to grant any sub-license under this License, or to
assign or transfer the License, or any right under any agreement executed
in connection with this License without the prior written approval of QCSI,
which shall not be unreasonably withheld. Any attempt by CLIENT to assign
any right or duty under this License shall be void as a matter of law.
c) Export Act. CLIENT hereby warrants and certifies that no part of Software,
modifications thereof, documentation thereto, applicable manual(s) or any
related item or product will be made available or exported to any country
in contravention of any law of the United States, including the Export
Administration Act of 1979 and regulations relating thereto.
d) Modification of the Agreement/Entire Agreement. This License supersedes all
oral or written agreements, if any, between the Parties and constitutes the
entire agreement between the parties with respect to the matters contained
herein. Any modification, amendment, cancellation, or waiver of rights
under this License shall be effective only if in writing signed by an
Officer of the Party against whom enforcement of the same is sought. No
waiver of any breach of this License shall be construed as a waiver of any
other rights under this License. No delay in acting with regard to any
breach shall be construed as a waiver of the breach.
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e) Reservation of Rights. All rights of QCSI not expressly granted to CLIENT
in writing are reserved.
f) Severability. In the event that any provision of this License shall become
or be unenforceable, invalid, void or voidable, the same shall be limited,
construed or, if necessary, limited to the extent necessary to remove such
defect and the remaining provisions shall continue to bind the Parties as
though the unenforceable, invalid, void or voidable part are not a part of
the License.
g) Force Majeure. Either Party shall be excused for failures and delays in
performance of their respective obligations under this License caused by
war, riots or insurrections, laws and regulations, strikes, floods, fires,
explosions, or other catastrophes beyond the control and without the fault
of such Party. This provision shall not, however, release such Party from
using its best efforts to avoid or remove such cause, and such Party shall
continue performance hereunder with the utmost dispatch whenever such cause
are removed. Upon claiming any such excuse or delay for nonperformance,
such Party shall give prompt notice thereof to the other Party.
h) Recruitment of Personnel. During the initial and any subsequent term of
this License and for a period of one (1) year thereafter, neither QCSI nor
CLIENT will hire, employ or contract with directly or indirectly any key
employee(s) of the other for a period of one hundred twenty (120) days
following termination of such employee's employment, without the prior
written consent of the other.
i) Exhibits. All exhibits attached to this License are incorporated into and
made part of this License.
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Software License
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