SYSTEM IMPLEMENTATION AGREEMENT
PARADIGM SOFTWARE, L.L.C.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
PARADIGM SOFTWARE, L.L.C. ("PARADIGM"), by its acceptance of this agreement (the
"Agreement"), agrees to sell, deliver and install, the hardware described on the attached Hardware Schedule (the
"Hardware"), in addition, PARADIGM agrees to deliver and install the proprietary software described on the
attached Software Schedules (the "Software"), and to grant to the customer identified below (the "CUSTOMER") a
license to use the Software as set forth below. CUSTOMER agrees to purchase the Hardware, accept the license for
the Software, and accept services relative to installation, training, conversions, interfaces and other matters, all in
accordance with the schedules and attachments listed below and the TERMS AND CONDITIONS on the reverse of
this agreement, each of which is incorporated herein. PARADIGM standard support services are governed by the
Paradigm Standard Support Services Agreement.
THIS AGREEMENT INCLUDING ALL OF ITS TERMS AND CONDITIONS AND ALL OTHER
ATTACHMENTS INDICATED IN THE BOX ABOVE, IS THE ENTIRE AGREEMENT AND CANNOT BE
MODIFIED EXCEPT BY WRITING SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH
PARTIES. CUSTOMER UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS
AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY,
THE EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY, AND THE LIMITATIONS OF
LIABILITY AND DAMAGES WHICH ARE SET FORTH ON THE REVERSE SIDE OF THIS PAGE. BY
SIGNING WHERE INDICA TED BELOW, CUSTOMER ACCEPTS THESE TERMS AND AFFIRMS IT
UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED
IN THIS CONTRACT.
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READ, UNDERSTOOD AND EXECUTED on the date(s) indicated below:
Accepted by
City of Clearwater, FL
(Legal Name ofCusto
Paradigm Software, L.L.C.
By: /4.~~~
J881ri8 '.',T. Rarls's, 1l I~I..,;I:,P .5 L../~ Ie..",
\L.ice President \/
Date:
Date:
7/22/0{
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Page 2 of 14
PARADIGM SOFTWARE, L.L.C.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
TERMS AND CONDITIONS
1. CHARGES AND PAYMENT. CUSTOMER agrees to pay the charges specified in the schedules and
attachments hereto as and when due. If PARADIGM provides services not expressly agreed to herein or in the
schedules or attachments, CUSTOMER, with prior written notice and approval thereof, will be charged and agrees
to pay, for them at PARADIGM's then current rate. CUSTOMER agrees to pay a finance charge equal to one and
one-half percent (1 1/2%) per month on all amounts not paid within thirty (30) days from the date of invoice. Prices
and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and CUSTOMER agrees
to pay any such tax PARADIGM may be required to collector pay (including interest and penalties imposed by any
governmental authority for such taxes as ClJSTOMER is given notice of and fails to pay) upon the sale or delivery
of items purchased or licensed: Exemption from such taxes, if any, shall be the responsibility of CUSTOMER to
pursue.
2. CUSTOMER RESPONSIBILITIES. CUSTOMER shall be responsible for timely site preparation
including, but not limited to, adequate electrical power for computer operation, direct telephone line for modem
support and installation of all cabling. CUSTOMER shall make available up to six (6) qualified personnel to be
trained by PARADIGM in the use, operation, and management of the Hardware and Software, and shall provide and
adequately manage the resources necessary to implement and operate the Hardware and Software, including without
limitation completion of PARADIGM start-up questionnaires, timely selection among options and parameters, and
construction of data dictionaries. CUSTOMER shall comply with laws, use proper audit controls and operating
methods, adequately back-up data and programs, and establish and maintain security and accuracy of data.
3. TRAINING. PARADIGM shall provide standard training in the use of the Hardware and Software
according to the Purchase Price and Payment Schedule section of this Agreement. Such training will be provided at
a mutually agreeable location over a period of approximately three (3) days during installation. All travel, lodging
and expenses related to the training shall be the responsibility of the CUSTOMER and shall be invoiced to
CUSTOMER in accordance with the above provisions and upon written notice to, and written approval by
CUSTOMER.
4. DELIVERY. Subject to the manufacturer's schedule or other agreement of the parties, shipment of
Hardware shall be made on or about the date that CUSTOMER completes the above training. The Hardware
Schedule shall specify who will install and set up the Hardware. PARADIGM will install the Software on the
Hardware prior to delivering it. The terms and conditions of sale and the warranties, if any, applicable to the
Hardware or any other products not manufactured by PARADIGM (including software) are as provided by the
applicable manufacturers, as set forth on the Manufacturer Supplement attached hereto. Good and merchantable
title and risk of loss in and to the Hardware shall pass to CUSTOMER upon delivery of each respective Hardware
item to the carrier at the manufacturer's or PARADIGM's loading dock as appropriate. CUSTOMER shall payor
reimburse PARADIGM for all costs of Hardware, shipping, rigging, transportation and insurance which shall be
invoiced to CUSTOMER in accordance with the above provisions.
5. SECURITY. PARADIGM reserves a security interest, for the amount of all outstanding payments due to
PARADIGM hereunder, in each item of Hardware, and shall have all of the rights of a secured creditor under the
Uniform Commercial Code with respect thereto. Such a security interest shall be retained and may be enforced by
Software disablement until CUSTOMER's payment obligations for all Hardware and Software are fully discharged.
CUSTOMER hereby appoints PARADIGM as its attorney-in-fact for the purpose of executing and filing financing
statements to perfect its security interest, and PARADIGM shall, at the request of CUSTOMER, execute a
termination statement evidencing the discharge of such obligations in the event a financing statement is filed.
6. CONFIDENTIALITY. PARADIGM shall not disclose any confidential information concerning
CUSTOMER or its affairs, unless required by law. CUSTOMER shall not disclose any of the terms of this
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Agreement to any person unless required by law. If required to disclose any such information, PARADIGM or
CUSTOMER, as appropriate, shall give the other advance notice as soon as reasonably possible.
7. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns. CUSTOMER may not assign, sell or otherwise transfer this
Agreement nor any of the rights hereunder without the prior, express written consent of PARADIGM.
8. GRANT OF LICENSE. Subject to the terms and conditions set forth in this Agreement, and effective upon
installation, PARADIGM hereby grants to CUSTOMER, and CUSTOMER hereby accepts, a nonexclusive,
nontransferable license to use, as herein provide~ a single, executable copy an object code version of the Software
and a single printed copy of PARADIGM's current, standard user manuals and training materials
("Documentation"). PARADIGM reserves all rights, privileges and interests not expressly granted to CUSTOMER,
who shall acquire no right, title, interest or privilege with respect to the. Software or the Documentation by
implication.
9. TERM AND RENEWAL. The term of the license herein granted is ten (10) years commencing with the
date of acceptance of this Agreement by PARADIGM, unless terminated earlier as provided herein. If
CUSTOMER is not in default under this Agreement or any other agreement with PARADIGM and is currently
covered under a valid Paradigm Standard Support Services Agreement, the term of this license shall be
automatically renewed upon the same terms and conditions, for one (1) additional ten (10) year term, unless
CUSTOMER gives written notice of election notto renew the license at least ninety (90) days prior to the expiration
of the initial term. CUSTOMER shall pay a renewal license fee in an amount equal to fifty percent (50%) of the
applicable license fee specified on the Purchase Price and Payment Schedule plus any cumulative adjustments not
more than the increase in Consumer Price Index for All Urban Consumers, U.S. Department of Labor, ("CPI")
which shall be due and payable immediately upon commencement of the renewal term. If customer purchases a
"Version Upgrade" at any time during the initial term oflicense, then the term shall automatically extend for one (1)
additional ten (10) year term commencing with the completion date of the upgrade, provided that the Version
Upgrade was purchased for an amount equal to at least 50% of the initial purchase price (excluding installation
charges) plus all installation charges, including but not limited to airfare, meals, expense, and per diem of $1 ,000.00
per day per person (increased annually by c.P.I.).
10. SCOPE. A single, executable copy of the object code version of the Software may be used by
CUSTOMER for testing purposes and for processing of data, but such data shall be strictly limited to data of
CUSTOMER created or used in the connection with CUSTOMER. Neither the Software nor the Documentation
may be used in any manner directly or indirectly related to or in. connection with the operation or management of
any other business including without limitation any timeshare, facilities management, data processing service or
billing service. CUSTOMER shall not modify or sublicense the Software or the Documentation. The Software may
be installed only on the computer or computers described on the Hardware Schedule or on any temporary
substitution, and may not be used with more than the number of terminals indicated in the block on the front side of
this Agreement. PARADIGM shall provide CUSTOMER with a single, back-up copy of the Software which
CUSTOMER shall keep in a secure location reasonably approved by PARADIGM in advance. CUSTOMER shall
place on all copies of the Software any notice, including, copyright notice, requested by PARADIGM.
11. TITLE AND OWNERSHIP. PARADIGM is and shall be the exclusive owner or sublicensor, as
appropriate, of the Software, the Documentation and all associated materials provided to CUSTOMER, all
modifications, additions, derivatives and enhancements thereof, all copies thereof, and all rights, therein. All
additions, modifications, derivatives and enhancements to the Software shall be considered a part of the Software,
and all additions, modifications, derivatives and enhancements to the Documentation shall be considered a part of
the Documentation. Physical copies of Software and Documentation are provided by PARADIGM on loan during
the term of the license granted pursuant to this Agreement. CUSTOMER shall keep the Software, the
Documentation, and all copies thereof free and clear of all claims, liens and encumbrances, and any act of
CUSTOMER purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this
Agreement. CUSTOMER hereby assigns to PARADIGM all of its right, title and interest in and to any changes,
additions, derivatives and enhancements made to the Software, the Documentation or other materials provided by
PARADIGM, and shall execute all documents and instruments reasonably requested by PARADIGM to effectuate
such assignment. CUSTOMER agrees that the Software, Documentation and related materials, techniques and
procedures furnished by PARADIGM to CUSTOMER hereunder embody exceptionally valuable trade secrets, and
they are, and shall remain, the sole property of PARADIGM or its supplier(s), as appropriate. CUSTOMER shall
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Page 4 of 14
not create or attempt to create, by decompilation, disassembly, reverse engineering or otherwise, the source
programs for the Software, from the object programs or other information made available by PARADIGM. Unless
PARADIGM agrees otherwise, CUSTOMER shall not disclose, divulge or communicate to any person (including
contractors and consultants), except to CUSTOMER's employees (but then only to the extent necessary for
operation of the Software) the Software or Documentation.
12. PROPRIETARY RIGHTS. Any programs, works, manuals, changes, additions, alterations, amendments
or enhancements in the form of new or partial programs, Software, Source Code or Documentation ("IP")as may be
provided by PARADIGM under this Agreement or the System Implementation Agreement, and all copies thereof,
shall be and remain the sole and exclusive property of PARADIGM and shall be available for use by CUSTOMER
under and subject to the license granted in the System Implementation Agreement, the terms and conditions of
which are incorporated herein. As between the parties, PARADIGM retains all right, title and interest in and to the
IP, including, but not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no
such rights are conveyed to CUSTOMER by virtue of this Agreement.
13. INDEMNITY. PARADIGM will, at its sole cost, defend against any claim that the Software infringes on a
U.S. copyright, a U.S. patent issued as of the effective date of this Agreement, or a trade secret, provided that (i)
CUSTOMER immediately notifies PARADIGM in writing of such claim or action; and (ii) PARADIGM will have
sole control of the defense and settlement of such claim or action. In defending against such claim or action,
PARADIGM may (i) consent, (ii) settle; (iii) procure for CUSTOMER the right to continue using the Software; or
(iv) modify or replace the Software so that it no longer infringes as long as the modification or replacement does not
materially change the operational characteristics of the Software and the same functions and performance provided
by the Software remain following such modification or replacement. If PARADIGM concludes, in its sole
judgment, that none of the foregoing options is reasonable, then (i) PARADIGM will refund or credit to
CUSTOMER the license fee paid by CUSTOMER under this Agreement, less a pro rata credit for each full or
partial month of the first sixty (60) months following the effective date of this Agreement; (ii) CUSTOMER will
return the original and all whole or partial copies of the Software to PARADIGM; and (iii) the license granted
hereunder will terminate. PARADIGM has no liability with respect to infringement arising out of the modifications
of the Software or use of the Software in combination with other software or equipment not specified in the
documentation accompanying the software or on a schedule hereto. This paragraph states the entire obligation of
PARADIGM regarding infringement of intellectual property rights, and will survive the termination of this
Agreement. CUSTOMER shall indemnify, defend, and hold harmless PARADIGM from and against any and all
claims, suits or causes brought by persons not a party hereto arising out of or in any way connected with
CUSTOMER'S negligent or improper use of or inability to use the Hardware or the Software, subject to
CUSTOMER'S sovereign immunity or limitations thereof under Florida Statutes 768.28. As of the date hereof,
PARADIGM represents and warrants that there are no legal or other proceedings pending or outstanding, or tothe
best knowledge of PARADIGM, threatened against or involving PARADIGM or the Software.
14. LIMITATION OF LIABILITY. PARADIGM SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING
WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS
ADVANTAGE), WHETHER ARISING UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL
THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PARADIGM'S
MONETARY LIABILITY FOR ANY CAUSE UNDER OR RELATING TO THIS AGREEMENT SHALL IN NO
EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CUSTOMER FOR
SOFTWARE LICENSE FEES PURSUANT TO THIS AGREEMENT, LESS A PRO RATA ABATEMENT OF
SUCH FEES FOR EACH FULL OR PARTIAL MONTH OF THE FIRST SIXTY (60) MONTHS FOLLOWING
THE EFFECTIVE DATE OF THIS AGREEMENT.
IS. LIMITED WARRANTY. PARADIGM does not warrant that the Software or the Documentation is free of
errors or defects or that it meets CUSTOMER's requirements. PARADIGM warrants only that the Software will
perform all functions substantially as described in the current edition of the Documentation for a warranty period of
ninety (90) days from the date the Software is installed and operational ("goes live") at CUSTOMER's site, when
operated as recommended. PARADIGM will design, and deliver promptly amendments or alterations to Software
reasonably necessary to remedy or avoid any programming error present at the time of Software delivery.
CUSTOMER shall allow Software access to PARADIGM through dedicated remote communications for this
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purpose. Such access shall be at CUSTOMER'S sole discretion and require twenty-four (24) hour notice to
CUSTOMER by PARADIGM. The foregoing is CUSTOMER's sole and exclusive remedy, and PARADIGM's sole
and exclusive obligation, for breach of this limited warranty. This limited warranty is contingent upon
CUSTOMER's written notice in compliance with PARADIGM's written reporting procedures, received not later
than five (5) days after the end of the ninety (90) day warranty period, setting forth with particularity the nature and
circumstances of any alleged breach of warranty. PARADIGM makes no warranty as to the Hardware or any
products (including software) not manufactured by PARADIGM.
CUSTOMER ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HA VE BEEN MADE BY
PARADlGMEXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDlNG PARAGRAPH. THIS
LIMITED WARRANTY AND THE ASSOCIATED LIMITED REMEDY ARE PROVIDED IN LIEU OF ALL
OTHER WARRANTIES AND REMEDIES. PARADIGM DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINTEGRATION, MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL
CONTENT AND CUSTOMER'S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO
WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE.
16. TERMINATION. The obligations of PARADIGM under this Agreement shall terminate at the option of
PARADIGM upon the failure of CUSTOMER to perform or observe any covenant or obligation set forth herein,
provided PARADIGM has given CUSTOMER thirty (30) days prior written notice of the failure, and CUSTOMER
has failed to cure such failure within such time. Upon termination, CUSTOMER shall cease using the Software and
shall return to PARADIGM, or, at PARADIGM's option, destroy, the original and all copies of the Software, the
Documentation and any other materials provided by PARADIGM, the obligations of CUSTOMER set forth in the
paragraphs entitled "Scope," "Title and Ownership"and "Confidentiality" shall survive termination. PARADIGM's
rights of repossession may be enforced by Software disablement.
17. MISCELLANEOUS.
Complete Understanding. This System Implementation Agreement is the entire agreement and understanding
between the parties with respect to the subject matter, and as such this System Implementation Agreement
supersedes all prior and contemporaneous agreements, negotiations, representations and proposals, written and oral,
relating to the subject matter. CUSTOMER expressly acknowledges, agrees and represents to PARADIGM that
there are no understandings or agreements with respect to the subject matter other than as expressly set forth in this
System Implementation Agreement. CUSTOMER agrees that no contrary terms and conditions of any subsequent
CUSTOMER purchase order, no course of dealing, trade custom or usage of trade, and no warranty made during the
course of performance, will apply, unless expressly agreed to by PARADIGM in writing.
Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and
scope, and shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S.
certified mail, return receipt requested, postage prepaid, addressed to the party for which it is intended at the address
set forth in this Agreement or at any other address specified by a party in writing.
Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or
governmental agency, such provision shall be deemed severed from this System Implementation Agreement. All
remaining provisions shall be afforded full force and effect.
Effective Date. This Agreement shall become effective and shall be binding only upon acceptance by PARADIGM
at its offices in Lutherville, Maryland, and it shall be governed by, subject to, and interpreted in accordance with,
the laws of the State of Maryland BUT WITHOUT APPLICATION OF THE MARYLAND UNIFORM
COMPUTER INFORMATION TRANSACTIONS ACT (Md. Code Ann., Comm. Law ~~ 22-1-1 et seq.) or
"MUCITA". The parties consent to venue in Harford County, Maryland.
Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither PARADIGM
nor CUSTOMER may employ or solicit to employ persons employed by the other.
Force Majeure. Except as expressly provided to the contrary in this Agreement, the dates and times by which
CUSTOMER or PARADIGM is required to render delivery or performance (but not to make payment) under this
Agreement shall be automatically postponed to the extent, and for the period of time, that CUSTOMER or
CWFL SIA 2004.doc Page 6 of 14
9/18/2004
PARADIGM, as the case may be is prevented from meeting such dates and times by reason of causes beyond its
reasonable control.
Inconsistency. Unless specified to the contrary in any schedule, supplement or other attachment, in the event of any
conflict or inconsistency between such items and the provisions of this Agreement, the provisions of this Agreement
shall prevail and govern the interpretation thereof. No inference shall be drawn against, and no construction shall be
adverse to, the party responsible for drafting or preparing this Agreement or any of its parts, or any addendum
hereto, by virtue of such drafting or preparation.
Limitations. Any cause or action against PARADIGM arising out of or in connection with this Agreement or any
schedule or other agreement executed in connection herewith shall be instituted and served upon PARADIGM not
later than eighteen (18) months following the occurrence of the first event giving rise thereto.
Independent Contractors. Nothing in this Agreement shall make Paradigm and Customer partners, joint venturers or
otherwise assoCiated in or with the business of the other. Neither party shall be liable for any debts, accounts,
obligations or other liabilities of the other or their agents or employees. Neither is authorized to incur debts or
obligations on the part of the other except as specifically authorized in writing.
09:8450
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Page 7 of 14
PARADIGM SOFTWARE, L.L.C.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
HARDWARE SCHEDULE
Description:
Hardware Key (I per WeighStation computer)
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Quantity:
I
Page 8 of 14
PARADIGM SOFTWARE, L.L.c.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
PARADIGM SOFTWARE SCHEDULE
Description:
WeighStation
CompuWeigh - Office Set & Reporting
(3-users)
CompuWeigh™ SQL Server
(Does not include Microsoft SQL Server License or
CALs)
CWFL SIA 2004.doc
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Quantity:
1
Page 9 of 14
PARADIGM SOFTWARE, L.L.C.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTA nON AGREEMENT
NON-PARADIGM SOFTWARE SCHEDULE
Description:
LapLink remote control software
CWFL SIA 2004.doc
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Quantity:
1
Page 10 of 14
PARADIGM SOFTWARE, L.L.c.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTA nON AGREEMENT
PURCHASE PRICE AND PAYMENT SCHEDULE
Description:
Unit Price: Quantity:
Extended Price:
Software:
W eighStation *
(Multi-Site Discount applied - Standard
Single Site price is $6,000.00)
CompuWeigh™ - Office Set & Reporting*
(3-user license)
CompuWeigh™ SQL Server*
(Discount applied - Standard price is
$10,000.00)
(Does not include the purchase of
Microsoft SQL Server or CALs)
(This is a one time purchase and this line
item will not be included in Phase II or
Phase III of the project.)
$5,000.00
$5,000.00
$1,500.00
$1,500.00
$3,000.00
$3,000.00
Software Total:
$9,500.00
Programming:
Software Customization - To be used as
necessary by the City. The City will not be
billed for time unused.
$330.00
$330.00
Additional Software:
Lap Link remote control software
$180.00
$180.00
Additional Hardware:
Hardware Keys (I key per computer)
$150.00
$150.00
Installation and Training:
1 Technician
Meals**
Hotel **
Car Rental**
A irfare * *
$I,OOO.OO/day
$50.00/day
$IOO.OO/day
$75.00/day
$400.00
3
3
3
3
I
$3,000.00
$150.00
$300.00
$225.00
$400.00
Additional Total:
$4,735.00
Multi-Site Discount
$3,000.00
($3,000.00)
Project Totals: $11.235.00
Modem and phone line required for support. Customer is responsible for installation and activation of phone line.
* These items are used in the calculation of the annual standard support services agreement charge.
** These expenses are "not to exceed" amounts as long as the CUSTOMER provides PARADIGM with at least 14
days advanced notice. They are billed at cost.
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Page 11 of14
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PARADIGM SOFTWARE, L.L.C.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
TERMS & CONDITIONS PARADIGM SOFTWARE
Percentage Due:
100% - Non-Paradigm Software and Hardware Upon Acceptance Prior to Installation
40% - Software Upon Acceptance Prior to Installation
40% - Software Due Upon Installation
20% - Software Due 30 days after Installation
CWFL SIA 2004.doc
9/18/2004
Amount Due:
$330.00
$4)62.00
$4,362.00
$2,181.00
$11.235.00
Page 13 of 14
PARADIGM SOFTWARE, L.L.c.
1202 York Road
Lutherville, MD 21093
(410) 828-9223
SYSTEM IMPLEMENTATION AGREEMENT
MANUFACTURER'S SUPPLEMENT
LAPLlNK
http://www.laplink.com/supportlquarantee.asp
Laplink Software Money Back Guarantee
Laplink makes every effort to provide top quality products and we take pride in our software line and the benefits
they provide our many valued customers. There are times when a product must be returned and for that reason, if
you experience a problem and have contacted our technical support team and still are unable to utilize our software,
we will refund your product cost. Laplink provides a 3D-day money back guarantee for current products from the date
of purchase of the product(s) with technical support approval.
Technical support options are available at: www.Laplink.com/support
Laplink does require that you contact our technical support team to determine that the product will not function as we
feel you have purchased a Laplink product with the desire to utilize the many features that we provide and we would
like the opportunity to provide assistance if you experience a problem. All Laplink returns must be in good condition
and include software, cables, (if applicable) Quick Start Guide and product registration. No returns will be accepted
after the 3D day timeframe. (These terms do not apply to the Laplink Everywhere service or PCmover software)
HARDWARE KEY
CWFL SIA 2004.doc
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Page 14 of 14
Laplink Money Back Guarantee
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Laplink Software Money Back Guarantee
Lap/ink makes every effort to provide top quality products and we take pride in our software line and the benefits they
provide our many valued customers. There are times when a product must be returned and for that reason, if you
experience a problem and have contacted our technical support team and still are unable to utilize our software, we
will refund your product cost. Laplink provides a 30-day money back guarantee for current products from the date of
purchase of the product(s) with technical support approval.
Technical support options are available at: www.Laplink.comlsupport
Laplink does require that you contact our technical support team to determine that the product will not function as we
feel you have purchased a Laplink product with the desire to utilize the many features that we provide and we would
like the opportunity to provide assistance if you experience a problem. All Laplink returns must be in good condition
and include software, cables. (ifapplicable) Quick Start Guide and product registration. No returns will be accepted
after the 30 day timeframe. (These tenns do not apply to the Laplink Everywhere service)
Laplink Everywhere
To cancel your Laplink Everywhere service at the end of your subscription, please contact customer service at:
customersevice@Laplink.com
When you sign up for the Laplink Everywhere service, you choose to pay by the month, quarter. or year. At the end of
each payment period, we automatically renew your subscription to the service and charge the credit card used to place
your original order a non-refundahle fee unless you have explicitly terminated the service 7 days in advance of the
renewal date. All fees and charges are nonrefundable.
As a trial version is available online, initial purchases of Laplink Everywhere and VNC services are nonrefundable.
Below are answers to the most commonly asked questions. /f you need further assistance, please call 1 -800-343-8080
M-F 6:30am-5pm Pacific Time.
m Product Return Request Form (must accompany return)
Where did you purchase your software?
I purchased Laplink from www.Laplink.com.
To return a product purchased online, please call our online store customer service division at (724) 850-4689. You
may also contact them here. An Element 5 customer service representative will provide you with a return authorization
number for you to submit with the returned item(s) and provide further instructions as well as information on receiving a
credit for download orders. Your order number etc. can be found in your order confirmation email.
I purchased Laplink from a retailer.
Refunds on purchases from a retail store will be issued as a check. Include a copy of your purchase receipt. Retail
refund request cannot be processed without a receipt. The copy of the receipt must include the dollar amount and the
date of purchase and must fall within the 30 day return time frame. Auction House. Liquidation centers and
discontinued product purchases do not qualify for a refund. Please print and fill out the Product Return Request Form
and include with your return.
I purchased Laplink directly from Laplink Sales.
Refunds on purchases made directly from Laplink will be issued as a credit to the card used for your purchase. If
payment was made by check or a purchase order, a refund check will be issued. Include a copy of purchase invoice.
Please print and fill out the Product Return Request Form and include with your return. Please note that refunds on
products purchased directly from Laplink Sales at 1-800-343-8080 will include the price of the product and any state
and local taxes collected.
Refunds are for product only, shipping & tax charges are non-refundable. It takes 8 weeks from receipt of the complete
product package as outlined above for issuance of the refund check.
The following products are NOT covered by the 30 -day money back guarantee:
Laplink Everywhere Deluxe
Laplink Gold 11
Laplink Gold 3.x
PCsync 3.0
PCsync 2.0
PDAsync
Legacy products
Products purchased from the following vendors are NOT covered by the 30 -day money back guarantee:
Auction Houses (i.e. Ebay.com)
Liquidation centers
Discount Houses
http://www.laplink.com/support/ guarantee.asp
8/31/2004
Laplink Money Back Guarantee
Page 2 of2
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Individuals
Inquire about refund status
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Laplink is the expert in File Transfer, Remote Access and Synchronization Technology. For 21 years Laplink has been committed to providing instant
connectivity innovations. @2004 Laplink Software, Inc. All rights reserved. Privacy statement
'. J'
http://www.laplink.com/support/guarantee. asp
8/31/2004
Protect Your Software
and Increase Your Revenues
Leading Anti-Piracy Solution
For over a decade, Sentinel SuperPro customers have received an
estimated $4.5 billion in additional revenue by protecting their
applications from unauthorized execution. Rainbow Sentinel hardware
keys secure more clients worldwide than any other key. For developers
who are seeking to provide the highest level of anti-piracy protection,
Sentinel SuperPro provides the most flexible and customizable security
options available today.
One Programming Effort to Secure Multiple Platforms
Support your application on multiple operating platforms with a single
development effort. Use the Sentinel SuperPro USB key to secure your
applications running on Windows, Linux or Macintosh. The Sentinel
SuperPro USB driver is Windows Hardware Quality Labs certified for
Windows 2000 and Windows XP (32.bit). Use the Sentinel SuperPro
parallel port key to secure applications running on Windows, Unix.
and Linux.
Easy to Implement
If you are facing time constraints or you don't have access to source code,
the Sentinel SuperPro Shell technology can quickly wrap your application
and secure it to a Sentinel SuperPro hardware key, with no custom
programming required. The Sentinel SuperPro Shell technology can
be customized to support your needs for trial versions through time
limits and expiration date support.
Protect your software and increase your
revenue. Secure your applications with
Sentinel SuperPro hardware keys and
protect your valuable intellectual property
and associated license revenues.
To implement more advanCed security and license models, integrate the
hardware key with your application using the Sentinel SuperPro API's.
We provide sample code for the most popular application development
environments such as Microsoft Visual C++, Microsoft VisUal Basic, and
Microsoft .NET to get you started.
Easy to Offer Try-Before-You-Buy
You can offer the ability to try your software and then easily update it to
a fully licensed product. Sentinel SuperPro's Field Activation' functionality
allows you to increase demo limits, upgrade demos to fully licensed
applications and provide access to specific features without shipping
a new key or visiting your customer's site.
Simplify Implementation with Integrated USB
and Parallel Port Support
Support USB and parallel port (ISA or add-on PCI adapter cards)
hardware keys with the same program library.' USB keys offer plug-n-play
installation that is transparent to other system devices. Furthermore.
Rainbow offers the industry's only "low profile" protection device in
Sentinel SuperPro 797 with the same integration.
SentinelSuperPro 797T111
Sentinel SuperPro TM USB
Sentinel SuperPro JM
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Secure Your Application on the Network
The network version of Sentinel SuperPro, Sentinel SuperProNet, protects
client-server applications/development and provides server monitoring
to track license usage on the network. Sentinel SuperProNet for the
Windows platform supports TCP/IP, IPX, and NetBEUI and Sentinel
SuperProNet for Linux supports TCP/lP.
Implement License Management
Sentinel SuperPro's programmable read/write memory is available for
customized security and license management designs. Increase your license
revenues and tailor your product offerings to your customers using custom
license management options such as the following:
License Type
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. Pay-Per-Use Lease or Rent Your Software
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. Concurrent Network
. Floati
Manage Network Users Centrally
Other Features and Benefits
Strong Security
You have the tools you need to create bulletproof security models.
Sentinel SuperPro gives you the power of multiple algorithms to
protect your applications.
Integrated Support for Multiple Applications
Program one hardware key to securely protect multiple applications,
and to allow remote updates. as well as "suite" activation.
Superior Technical Support
Safenet's Technical Services organization provides worldwide Internet-
based, email and telephone support to provide the highest level bf
service to our customers.
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Specifications .
Minimum System Requirements
. Pentium 90MHz
VGA Monitor (800 x 600 resolution)
30 MB hard disk space
CD-ROM Drive
32 MB RAM
Windows 9x/NT/2000/XP
Cross Platform Support
AIX
. Red Hat L1NUX
Sun Solaris
. Windows 9x/NT/2000/XP
. Macintosh OSX 10.2.x J
Supported Compilers '
ThiS is a partial list of the many compilers that Sentinel SuperPfo supports.'
Autodesk AutoCAD 2000 and 2002
. Borland C++Builder 5.0 & 6.0
. Borland Delphi 5.0 & 6.0
. Compaq Visual Fortran 6.6
COM Object VC 5.0
. Java2SE SDK 1.4
. Microsoft Visual Studio 7.0
(VB. NET, C#)
The Foundation of Internet Security
www.safenet-inc.com
Corporate: 4690 Millennium Drive, Belcamp, Maryland 21017 USA
Tel: +1 410.931.7500 or 800.533.3958 eMail: info@safenet-inc.com
Microsoft Visual C++ 6.0
. Microsoft Visual Basic 6.0
. MetroWerks CodeWarrior 3.0
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Australia +61 3 9882 8322
Brazil +55 11 6121 6455
China +86 10 8266 3936
Finland +358 20 500 7800
France +33 1 41 43 29 00
Germany +49 18 03 72 46 .26 9
Hong Kong +85231577111
India +91 11 26917538
Japan +81 35719.2731
Japanrrokyo)+81 357192731
Korea +82 31 705 8212
Mexico +52 55 5575 1441
Netherlands +31736581900
Singapore (1) +65 6274 2794
Singapore (2) +65 6297 6196
Taiwan +886 2 6630 9388
UK +44 1932 579200
UK (Basingstoke) +44 1256 345900
U.S. (Massachusetts) +1978.539.4800
U.S. (New Jersey) + 1 201.333.3400
U.S. (Virginia) + 1 703.279.4500
U.s. (Irvine. California)
+1949.450.7300
U.S. (Santa Clara, California)
+ 1 408.855.6000
U.S. Cforrance. California)
+ 1 310.533.8100
Distributors and resellers
located worldwide.
@2004 SafeNet. Inc. All rights reserved. Sentinel SuperPro is a tmdemark of SafeNet. All other product names
are trademarks of their respective owners.
A 1 OOA~03104 003