September 14, 1999
Dennis Berardi
Trilogy International
526 S. E. Dixie Hwy.
Stuart, FL 34994
Re: Contract, Proposal
Dear Dennis,
Here are the prices for the Webpage Genie(tm) Distributor Replicator Web Sites
and Monthly Minimum Licensing/Maintenance Fees to accomplish what we have
discussed.
Setup Fees:
Waived for first 90 days, after 90 days we will split what Trilogy is charging
the Field Rep for a Setup Fee 50/50. See details below. Webpage Genie(tm)
Distributor Replicator Web Sites By Distributed Websites Corp.
( Initial Fee for setting up Trilogy's Graphics etc.)
Initial Up Front Total $ 3,500.00
* Note1 See Notes below for details
Monthly Minimum Licensing/Maintenance Fees:
Monthly Minimum Licensing/Maintenance $ 4.00ea.
(due ea. month billed directly to Trilogy )
* Note 2 See Notes below for details
NOTES:
1. Setup Fees
As we discussed Trilogy will pay a $3,500 up Initial Fee. This includes setting
up Trilogy's Graphics and preparation of the Webpage Genie(tm) to link with
Trilogy's Corporate Site and all set up, programming or other fees from Genesis
or third party suppliers associated with establishing Trilogy's Replicator
Sites.
All set-up fees will be waived for the first 90 days effective from the date the
Trilogy e-commerce site is fully functional and Field Representatives are able
to sign up for, and use, their replicator sites. After that period, Trilogy can
charge whatever Initial Setup Fee they determine, Genesis would get no less than
$7.00 Initial Setup Fee for each site following the 90 day period as described
above on going for the term of this Agreement.
Monthly Minimum Licensing/Maintenance Fees
On the Monthly Minimum Licensing/Maintenance Fees, Genesis will charge Trilogy
$4.00 per month up to 10,000 licenses. In other words should the number of
Replicator Sites exceed 10,000 then Genesis will only charge Trilogy for 10,000
Replicator sites per month. Trilogy is free to charge whatever monthly fee it
may establish.
The Monthly Minimum Licensing/Maintenance Fees would be no less than $800.00 per
month for the term of this Agreement.
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Delivery Schedule
All of the above assumptions are based on fully functional and
operational/marketable Replicator Sites being available to Trilogy no later than
September 17 with Trilogy providing appropriate graphics similar to those being
provided for the web site construction. Any delays as to the signing and
implementation of this agreement would be adjusted by the number of days of the
delays accordingly. Keeping in mind that the time of implementation is based on
information and graphics furnished to Genesis by Trilogy.
Invoicing
Genesis Consulting will track each Replicator site sold and invoice Trilogy
monthly for the Monthly Minimum Licensing/Maintenance Fees and the Initial Setup
Fees. Should a Field Rep not pay Trilogy for the Monthly Minimum
Licensing/Maintenance Fees and/or the Initial Setup Fees then it will be
Trilogy's responsibility to notify Genesis so that Genesis can deactivate the
Replicator Site(s) not paid for. Genesis will not invoice Trilogy for these
deactivated Sites as long as Genesis has received notice within one week of
Trilogy invoicing the Field Rep's. Genesis will invoice monthly and our Terms
are: Invoice is Due Upon Receipt, we do not run accounts receivable.
Term of Agreement
This Agreement shall be for a period of not less than 1 year (12 months) from
the signed date of this Agreement. This Agreement shall automatically renew for
a term of 12 months on the Anniversary Date 12 months from the signed date of
this Agreement unless Trilogy gives Genesis written notice of termination within
60 Days prior to the renewal date.
Confidentiality
Distributed Websites Corporation and Genesis both agree to treat all Graphics
and Confidential Information furnished by Trilogy as proprietary information
belonging to Trilogy.
In addition, future needs to reach your projected goals can be addressed at the
proper time based on the company's growth and requirements.
I have also included our Standard Terms & Conditions as an article of this
proposal, should you have any questions please feel free to call me.
Sincerely,
Dennis R. Ashe
Dennis R. Ashe
President/CEO
Replicator Sites Proposal for
Trilogy International
September 14, 1999
I. Other Services provided
II. Implementation Plan and schedule
III. Fees and payment schedule
IV. Mutual Responsibilities and Other Issues
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Appendices
1. Standard terms and conditions
2. Acceptance criteria
I. Other Services provided
In addition to the software, we would provide the following services at our
standard and or training rate:
1. Installation of software provided by Genesis. (Included Above)
2. Training in the use of the software written by Distributed Websites Corp.
(Included Above) 3. Custom programming of new applications at our standard
Hourly Rate. 4. Management consulting on design of additional information
processing requirements.
II. Implementation Plan and schedule
The implementation plan is as follows:
1. Commitment
Signing of agreement and placement of order.
2. Phase I - Within 1 day from commitment date
Completion of Programming Specifications for Distributed Websites Corp.
3. Phase II - Within 1-2 days from commitment date
Implementation of Web Genie Replicator Sites, for Installation and Setup on
Trilogy's Web Server.
III. Fees and payment schedule
The prices shown above are exclusive of freight and any applicable Sales Tax.
A one time up front Initial Fee of $3,500.00. After the 90 day Waived Setup Fee
period each additional site will be billed monthly according to terms shown
above.
Monthly Minimum Licensing/Maintenance Fees $4.00 per month per site up to a cap
of 10,000 as shown above. These Fees will also be invoiced monthly as shown
above.
Our standard rate is $125.00 per hour for System Design, Network Engineering,
trouble shooting, Perl Implementation on Trilogy's Server and $125.00 per hour
for programming. Unless included above, all On-Site Consulting, Training and
Installation is at the rate of $1000.00 per day. Support is at the rate of
$125.00 per hour with a $45.00 minimum payable by Credit Card or Phone Check.
All training and other services will be billed when performed and due upon
receipt, we do not run Accounts Receivable.
All reasonable and customary out of pocket expense incurred by Genesis
Consulting, such as travel and lodging shall be reimbursed upon presentation of
invoice.
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IV. Mutual Responsibilities and Other Issues
A. Statement of mutual responsibilities
It is understood that the Client is responsible for the following:
1. Adequate backups of data and programs.
2. Making personnel available for training.
3. Proper Computer Equipment, to run the Application and supporting Software.
Genesis Consulting is responsible for the following:
1. Ordering and delivery of all applicable equipment and programs selected
above.
2. Installation of programs at client site (included in quote above).
3. Training of client personnel (on Genesis Products, included in quote above).
B. Acceptance Criteria
C. Standard Terms and conditions
The above proposal is valid until September 30, 1999.
If you would like to proceed with the system purchase, please sign below:
An Initial up Front Setup Fee of $3,500.00 is enclosed.
BY:
- ----------------------------
for Trilogy
- ----------------------------
Date
STANDARD TERMS AND CONDITIONS
The following terms and conditions apply to all products and services provided
to Trilogy, hereinafter referred to as "Company", with offices at 526 S. E.
Dixie Hwy. Stuart, FL 34994, by Genesis Consulting, hereinafter referred to as
"Consultant" with offices at 6503 Hixson Pike Suite H Chattanooga, TN 37343.
PROPOSAL AND FUNCTIONAL SPECIFICATIONS
1. Ownership
The proposal and the functional specifications included therein represent the
application of Consultant's proprietary expertise and knowledge, and have been
developed as a result of substantial effort. These documents shall be considered
to be confidential property of Consultant, and must be returned on demand. While
in possession of Company, they may not be reproduced in any form or provided to
a third party without written consent by Consultant.
CUSTOM PROGRAMMING AND MODIFICATIONS
1. Detailed specifications
Any Detail Specification provided by Consultant to Company shall include the
following, as appropriate to the nature of the modifications or programs
required:
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a. General systems flow charts and descriptions;
b. Input and output forms, layouts and designs;
c. File layouts;
d. Visual display terminal layouts;
e. Hardware and system software requirements ("system configuration");
f. Coding and numbering schemes; and
g. Processing rules.
The Detail Specification shall be provided to Company within the time frame
specified in the Proposal planning and implementation schedule. Company shall
review the Detail Specification and Company and Consultant shall mutually agree
to any revisions which are to be made to the Detail Specification within the
time frame specified in the Planning and Implementation Schedule.
Consultant shall modify the Detail Specification as required by such revisions,
if any, and Consultant shall sign and deliver to Company the final version of
the Detail Specification. Company shall accept and sign the final version of the
Detail Specification within 15 days from delivery and the Detail Specifications
shall be incorporated by reference in this agreement. Payment shall be made as
set forth in accordance with Consultant's standard terms and conditions as
specified below and as indicated in the Payment and Implementation Schedule
agreed to by Company and Consultant.
Company understands that the process of developing a Detail Specification and
agreeing on any revisions thereto may alter the scope of the software
development effort. Consultant, therefore, reserves the right to amend all prior
estimates and quotes of price, delivery times and system configuration required
as a result of the development of the Detail Specification and as a result of
any revisions thereto. At the time of delivery to Company of such final version,
Consultant shall furnish Company with such amended prices, delivery times and
system configuration for the software development as defined by such final
version.
Any subsequent changes to the final version of the Detail Specification,
together with any additional costs or adjustments in delivery times or system
configuration, shall be by mutual agreement and set forth in a written Change
Order. Such Change Orders shall be signed by a duly authorized representative of
each party, and shall be incorporated by reference herein.
In the event that the parties are unable for any reason to agree on the initial
Detail Specification, revisions thereto, the final version of the Detail
Specification, or any corresponding amendments in price, delivery times, or
system configuration within the time frames set forth above, this Agreement
shall terminate and Company shall pay Consultant for the services rendered by
Consultant's employees based on Consultant's then prevailing hourly billing
rates for such employees, and Company shall reimburse Consultant for
Consultant's out-of-pocket expenses.
The Detail Specification and accompanying written material developed by
Consultant for Company shall belong to Company upon payment to Consultant of the
amounts due it under this Agreement for said material. The parties agree that
Consultant shall not be precluded from using and disclosing for any purpose the
ideas, concepts, systems designs, programs, techniques and written descriptions
thereof contained in the Detail Specification and accompanying written material
in any manner whatsoever.
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2. Acceptance
A "Software Agreement Plan" (hereinafter the "Plan") describing in writing the
acceptance test procedures for each software product deliverable shall be
included with the Detail Specification initially delivered to Company by
Consultant. Company and Consultant shall review and finalize the Plan in the
same manner as set forth herein for the Detail Specification, and the final
version of the Plan shall be signed by a duly authorized representative of each
party and incorporated by reference herein. The Plan shall set forth each
party's obligations with regard to the equipment, facilities and personnel
availability, test files and test data.
Consultant shall notify Company of the completion of each software product
deliverable. Company shall conduct the applicable acceptance test as set forth
in the Plan within the time frame set forth in the Plan. Acceptance shall occur
upon the successful completion of the applicable acceptance test. If such
testing is delayed by Company for 15 days or as otherwise agreed to in writing
by both parties, then acceptance shall be deemed to have occurred for that
software product deliverable. In the event that an acceptance test is not
successfully completed, then the Consultant shall have 30 days to correct the
software and repeat the test until the test is successfully completed. If
Company refuses to complete the acceptance test within the period of time stated
immediately above, and provided further that Consultant has not unreasonably
refused to make any corrections to the software that are necessary in order to
successfully complete the acceptance test set forth in the Plan, then this
Agreement shall terminate, all amounts paid Consultant by Company shall be
non-refundable, all material including software delivered to Company (and all
copies thereof) shall be returned to Consultant, all software licenses shall
terminate, and the rights, obligations and liabilities of each party shall
cease.
3. Delivery
At the time specified in the applicable "Project Delivery Schedule", Consultant
shall deliver to Company one copy of the binary code for the software in machine
readable form compatible with the system configuration specified in the Detail
Specification. If the computer products specified the such system configuration
are operational at Company's site at the time of delivery, Consultant shall load
the software as well.
4. Documentation
At the time of delivery to Company of the final version of the Detail
Specification, Company and Consultant shall mutually agree to the contents and
description of the documentation to be furnished Company hereunder, and the same
shall be set forth in a writing entitled "Documentation Description" signed by
both parties, and incorporated herein by reference. At the time designated for
software delivery, or at the time of training, if required therefor, Consultant
shall provide to Company one copy of said copyrighted software documentation.
Company may copy said documentation, in whole or in part, for its internal
purposes with the proper inclusion of Consultant's copyright notice.
5. Training
At the time of delivery to Company of the final version of the Detail
Specification, Company and Consultant shall mutually agree to an outline of the
training to be provided, and shall also specify any training, materials, dates,
duration, site, number of participants and their qualifications. The same shall
be set forth in a document entitled "Training Description", signed by both
parties, and incorporated herein by reference.
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6. Software License Any licensed software provided hereunder, including any
subsequent improvements or updates, and any parts thereof, may only be used on
the single CPU or Network on which the software is first installed, and may only
be copied, in whole or in part, for use on such CPU or Network. In the event
that an equipment malfunction occurs in the above single CPU or Network causing
the software to become inoperable on such single CPU or Network, the software
(or copies thereof) may be used on another single CPU or Network on a temporary
basis during such malfunction. Company shall not provide, or otherwise make
available, the software or any part or copies thereof in any form to any third
party (except Company's employees or agents directly concerned with Company's
licensed use of the software); and Company shall only use such software to
process its own business records. No title to or ownership of the software or
any parts thereof is transferred to the Company. Consultant shall have the right
to terminate (i) any software license for which the license fee has not been
paid, and (ii) any or all of the software licenses granted hereunder if Company
fails to comply with these license terms and conditions. Company agrees, upon
notice of such termination, to immediately return or destroy the software and
documentation provided under such terminated licenses and all portions and
copies thereof.
7. Warranty
Consultant hereby warrants that the software furnished to Company hereunder
shall perform in accordance with the Detail Specification for a period of 90
days from the date of delivery. Consultant's sole obligation under this warranty
shall be to remedy any non-conformance to the Detail Specification as soon as is
reasonably possible after receipt by Consultant of written notice of such
non-conformance from Company at no charge to the Company. Company shall
reimburse Consultant on a time and materials basis for any warranty claim which
upon investigation Consultant determines is not due to non-conformance of the
software to the Detail Specification.
The above warranty shall not apply if Company modifies the software without
consultation with consultant or misuses the software. The above warranty shall
also not apply if Company fails to maintain the proper environmental conditions
for the computer products on which the software is operating, or if the software
is operating on a CPU other than that on which the software was first installed.
Except for the express warranties stated above or on the face hereof, consultant
disclaims all warranties on products furnished hereunder, including all implied
warranties of merchantability and fitness; and the stated express warranties are
in lieu of all obligations or liabilities on the part of Consultant for damages,
including but not limited to special, indirect or consequential damages arising
out of or in connection with the use or performance of the products.
THIRD PARTY PRODUCTS
Third party products are defined as products purchased by Consultant from third
parties on behalf of Company. The specific products purchased are defined in the
Proposal and Functional or Detailed Specifications.
1. Delivery and Installation
Delivery will be made F.O.B. Third Party's plant with shipping charges to be
paid by Company. Risk of loss shall pass to Company upon delivery by Third Party
to carrier. Consultant will select the carrier, but by so doing, Consultant
assumes no liability in connection with the shipment nor shall the carrier be
construed to be the agent of Consultant. Company hereby grants Consultant a
security interest in the products (goods) and proceeds thereof (accounts
receivable).
305
At its expense, Company shall make available a suitable place of installation
with all facilities in accordance with Third Party's site specifications, which
specifications shall be provided to Company by Consultant.
2. Acceptance
Company's acceptance of the Third Party's products sold to Company by Consultant
shall occur (i) upon successful completion of the test procedures and/or
programs established by Third Party as evidenced by an acceptance report signed
by Consultant's and/or Third Party's representative for products installed by
Consultant, or (ii) upon delivery, for products not installed by Consultant,
unless Consultant is otherwise notified in writing within ten (10) days from the
receipt of the products by Company that the products do not conform to the
product specifications. Consultant's obligations for such non-conforming
products shall be limited to repair or replacement at Consultant's option
pursuant to the Warranty provisions hereof.
3. Cancellation/reschedule charges
Company understands that Consultant will order the products set forth in the
proposal attached hereto from Consultant's suppliers in reliance upon Company's
promise to purchase these products under the provisions of this Agreement. In
the event Company cancels any order or portion thereof, or requests a
rescheduling and such request is accepted by Consultant, Company agrees to pay
to Consultant any cancellation charges imposed upon Consultant by any of its
suppliers resulting from Company's cancellation or rescheduling. Company may not
cancel or reschedule any order or portion thereof after delivery.
4. Product Specification Changes
Consultant reserves the right, without prior approval from or notice to Company,
to make changes to the products (i) which do not affect physical or functional
interchangeability or performance at a higher level of assembly or (ii) when
required for purposes of safety or (iii) to meet product specifications.
5. Third Party Software License
Company understands that the standard software provided by Consultant to Company
is licensed to Company by Third Parties under the following terms. Such Third
Party licensed software provided hereunder, including any subsequent
improvements or updates, is furnished to Company under a license for use on a
single CPU and many only be copied, in whole or in part (with the proper
inclusion of Third Party's copyright notice on the software), for use on such
CPU. Company shall not provide or otherwise make available the software or any
part of copies thereof in any form to any third party, except as may be
permitted in writing by Third Party. No title to or ownership of the software or
any unmodified parts is hereby transferred to Company. Third Party and/or
Consultant shall have the right to terminate Company's license if Company fails
to comply with these license terms and conditions and Company agrees, upon
notice of such termination, to immediately return or destroy the software and
all portions and copies thereof.
6. Third Party Hardware Warranty
Third Party Hardware Products set forth in the attached Proposal, are warranted
against defects in workmanship and material for a period as specified by each
Third Party. If Consultant is to install any products but is prevented by causes
beyond its control from doing so within thirty (30) days from the date of
delivery, the warranty period will commence on the thirtieth (30th) day after
delivery.
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Consultant's sole responsibility under this warranty shall be to either repair
or replace, at its option, any component which fails during the applicable
warranty period because of a defect in workmanship and material, provided
Company has promptly reported same to Consultant in writing. All replaced
products or parts shall become Consultant's property. Services provided under
the warranty will be performed during the period of 8:00 a.m. to 5:00 p.m.,
Monday to Friday, excluding locally observed Consultant holidays.
It is Company's responsibility to return, at its expense, the allegedly
defective products to Consultant. Company must obtain shipping instructions from
Consultant prior to returning any products under the warranty. Transportation
charges for the return of the products to Company shall be paid by Consultant.
If Consultant determines that the products are not defective within the terms of
the warranty, Company shall pay Consultant all costs of handling, transportation
and repairs at the then prevailing Consultant repair rates.
7. Third Party Software Warranty
Third Party software set forth in the attached Proposal is warranted to conform
to the Third Party's Software Product Description ("SPD") applicable at the time
of order. Consultant's sole obligation hereunder shall be to remedy any
non-conformance of the software to the SPD for any non-conformance reported to
Consultant during the one (1) year period following delivery.
All of the above Hardware and Software warranties are contingent upon proper use
of the product. These warranties will not apply (i) if adjustment, repair or
parts replacements is required because of accident, unusual physical, electrical
or electro-magnetic stress, neglect, misuse, failure of electric power, air
conditioning, humidity control, transportation, failure of rotation media not
furnished by Consultant, operation with media not meeting or not maintained in
accordance with Third Party specifications or causes other than ordinary use, or
(ii) if the product has been modified by Company, or (iii) where Third Party
serial numbers or warranty date decals have been removed or altered. In addition
to the foregoing the on-site warranty will not apply (i) if prerequisite
products as specified by Consultant are missing, or (ii) if the product has been
installed by the Company, or (iii) if the product has been dismantled or
reinstalled by Company without the supervision of or prior written approval of
Consultant. Products may contain used parts which are equivalent to new in
performance when used in the products.
8. Web Genie(tm) Updates & Customization
Any new features, refinements, or additions to the Web Genie(tm) software
product that Consultant deems to improve or enhance the product shall be made
available to Company at no additional charge. However, this in no way is
intended to cover any customization request made by Company. Any Customization
requested by Company would be quoted at our then standard hourly rates.
9. Escrow Account
In order to protect the Company's investment the Distributed Websites Corp.
agrees to place the Web Genie(tm) Source Code in an Escrow Account. Should the
Consultant become insolvent or go out of business for any reason the Source Code
shall then be made available to the Company at no additional charge. Consultant
agrees to keep Source Code in Escrow Account updated whenever changes or
modifications are made.
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GENERAL CLAUSES
1. Independent Contractor
Company understands that Consultant is an independent contractor and is not an
agent of its suppliers.
2. Credit and payment terms
The following general terms and conditions apply to all amounts due from Company
to Consultant, as specified in the attached proposal and Payment and
Implementation Schedule.
a. A completed credit application is required to consider payment terms.
b. All out of pocket expenses incurred on behalf of Company are due and
payable immediately upon billing.
c. All purchases of Third Party equipment and software purchased on behalf of
Company are payable as follows: 1/3 upon placement of order, 1/3 two week
following placement of order 1/3 upon delivery to Company's site
d. A written commitment by a "Leasing Consultant" acceptable to Consultant can
be used in lieu of the above.
e. All programming, training, and consulting services provided to Company are
payable as defined in the attached Proposal and Payment Schedule. All
payments are due in five days from date of invoice.
f. We reserve the right to withhold, documentation and other deliverables in
the event of non payment. We also reserve the right to disable the software
in the event of non payment.
g. We will charge interest of 1.5% per month on all past due accounts.
3. Non hiring of employees
If Company solicits for employment or hires any Consultant employee engaged in
fulfilling the terms of this Agreement, Company shall forthwith pay to
Consultant the full unpaid amount of the total dollar value of this Agreement,
this Agreement shall terminate, all material including software delivered to
Company (and all copies thereof) shall be returned forthwith to Consultant, all
software licenses shall terminate, and the rights, obligations and liabilities
of each party shall cease.
4. Severability
If any provision of this Agreement is determined to be unenforceable or invalid,
the remaining provisions of this Agreement shall not be affected thereby and
shall remain in full force and effect.
5. Taxes
Prices are exclusive of all sales, use and like taxes. Any tax, Consultant may
be required to collect or pay upon the sale, use of delivery of the products
shall be paid by the Company and such sums shall be due and payable to
Consultant upon delivery. Any personal property taxes levied after delivery
shall be paid by Company. It shall be solely the Company's obligation, after
payment to Consultant, to challenge the applicability of any tax by negotiation
with, or action against, the taxing authority. Consultant agrees to refund any
tax collected which is subsequently determined not to be proper and for which a
refund has been paid to Consultant by the taxing authority.
308
6. Assignment by Company
Company shall not assign this Agreement or any of Company's rights or
obligations hereunder without the prior written approval of Consultant, and any
attempt by Company to assign any rights or obligations without such approval
shall be void.
7. Force Majeure
Consultant shall not be liable for any damages, resulting from any delay in
delivery or failure to give notice of delay which directly or indirectly results
from the elements, acts of God, delays in transportation, delays in delivery by
Consultant's vendors, or any other cause beyond the reasonable control of
Consultant. The delivery schedule shall be extended by a period of time equal to
the time lost because of any such delay.
8. Limitation of Liability
In no event shall consultant be liable to company for (i) indirect, special,
consequential or other similar damages, or (ii) any damages whatsoever resulting
from loss of use, data or profits, arising out of or in connection with this
contract or the use or performance of products furnished by consultant
hereunder, whether in an action of contract or tort including negligence.
consultant shall not be liable for any damages caused by delay in delivery,
installation or the furnishing of products or services under this agreement. in
no event shall consultant's liability, if any, exceed the amount paid to
consultant by company under the provisions of this agreement, and in no event
shall consultant be liable for any claim made by company after 2 years from the
effective date of this agreement.
9. Termination
Company may at its option cancel this Agreement at any time upon 30 days prior
written notice to Consultant. Consultant shall have the right to terminate this
Agreement if Company (i) assigns this Agreement or any of its rights hereunder
(the word "assign" to include, without limiting the generality thereof, a
transfer of a majority interest in Company), (ii) neglects or fails to perform
or observe any of its existing or future obligations to Consultant under this
Agreement, (iii) makes an assignment for the benefit of creditors, or a
receiver, trustee in bankruptcy or similar officer is appointed to take charge
of all or part of its property and/or (iv) is adjudged a bankrupt, and such
condition(s) is not remedied within 30 days after written notice thereof has
been given to Company.
In the event of cancellation and/or termination as set forth above, Company
shall pay Consultant for the services rendered by Consultant's employees as of
the effective date of cancellation and/or termination based on the then
prevailing hourly billing rates for such Consultant employees. Company shall
also reimburse Consultant for its out-of-pocket expenses, such as supplies and
travel, as well as any cancellation charges imposed on Consultant by its vendors
occasioned by the cancellation and/or termination of this Agreement. All
material, including software, delivered to Company (and all copies thereof)
shall be returned forthwith to Consultant. Any software licenses granted shall
terminate, and the rights, obligations and liabilities of each party shall
cease.
10. Governing Law
This Agreement shall be governed by the laws of the State of Tennessee, both as
to interpretation and performance.
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11. Attorney's Fees
Should either party be required to file a legal action to enforce any provision
of this Agreement, the prevailing party shall be paid its reasonable attorneys'
fees and costs by the other party.
12. Entire Agreement
The provisions of this Agreement supersede all prior agreements between the
parties and no change, termination or attempted waiver of any of the provisions
hereof shall be binding unless in writing and signed by a duly authorized
representative of each party.
13. Notices
Any notices required or permitted under this Agreement shall be in writing and
delivered in person or sent by registered or certified mail, return receipt
requested with proper postage prepaid, properly addressed. Notice shall be
effective when mailed, or upon delivery if delivered in person.
The above proposal is valid until September 14, 1999.
I have read and understand the terms of the Standard Terms and Conditions, and I
have received a copy of the same.
BY: ____________________________
for Trilogy
Printed Name: ____________________
Title: ___________________________
Date: _____/_____/______
6503-H Hixson Pike Chattanooga, TN 37343
Telephone: 423-842-1347, Fax: 423-843-0338
E-Mail: sales@genconsult.com
Web Page: www.genconsult.com
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