SOFTWARE MAINTENANCE AGREEMENT (FOR OCCASIONAL ELIMINATION OF SOFTWARE TITLES)

THIS SOFTWARE MAINTENANCE AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. TERM. The term of this Agreement expires on [_____________]. Either party may terminate this Agreement on 90 days prior notice to the other party.

2. FEES. Customer shall pay Contractor on the date of this Agreement an initial payment of $[_____________]. Customer shall additionally pay Contractor a monthly fee equal to $[_____________].

3. MAINTENANCE SERVICES. Contractor shall provide the following services to Customer for these software products (the "Software Products"):

[_____________]

3.1. From installation Contractor shall provide for each unmodified Software Products:

(i) Programming services to correct software error and issue corrections on magnetic media or other media as Contractor may deem appropriate for the current release of the Software Products to address documented reproducible errors.

(ii) The error correction service shall apply to a previous release of the Software Products for a period of 12 months from the date of notification of the release which replaced it; thereafter support if provided will be charged at Contractor's then current daily service rates.

(iii) Such telephone assistance as, Contractor, in its discretion, considers reasonable to aid the Customer in its use of the Software Products.

(iv) Such changes to the Software Products as Contractor considers to be logical improvements. Contractor shall supply the said changes on magnetic media or other media as Contractor may deem appropriate. The Customer hereby understands that any such changes so supplied may not function with Software Products where such Software Products have been modified by the Customer.

(v) Product enhancement descriptions, technical bulletins and updated documentation which are, to Contractor opinion. pertinent to the Software Products.

3.2. Where more than one Customer site (i.e., branch) is licensed to use the Software Products the Customer shall make all requests for support through one nominated site and Contractor support shall be provided to that nominated site on behalf of the other site(s). The designation of the nominated site may reasonably be changed by the Customer from time to time by notice in writing to Contractor.

3.3. The Customer undertakes to test and install new releases issued by Contractor within a reasonable time of notification of such new releases.

3.4. Contractor reserves the right to refuse to provide these services at any time if changes are made to the Software Products or to system files other than by Contractor, or its duly authorised agents. Any effort required to recover in the event of such an occurrence will be chargeable directly to the Customer at Contractor's then current daily service rate.

3.5. Training or assistance required to provide these services as installation of a new release or training and Consulting or necessitated by Customer error or negligence do not form part of the Contractor's required services and, if provided, will be charged separately at the Contractor's then daily service rates.

3.6. Traveling time (at Contractor's then current daily service rates) and expenses, connected with such training or assistance will also be charged to the Customer at cost.

3.7. Upon receipt of the Customer's request for assistance Contractor shall normally commence work within [_____________] hours subject to Contractor existing commitments and the Customer's own priorities. If the Customer requests support in an emergency, Contractor shall use all reasonable efforts to render support as quickly as possible at any time.

4. ELIMINATION OF SOFTWARE TITLES. The Customer may eliminate any Software Products from this Agreement by providing Contractor with 90 days prior notice. The Contractor may eliminate any Software Products from this Agreement by providing Customer with 90 days prior notice.

5. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Customer in whole or in part without the prior written consent of Contractor. Any transfer, assignment, delegation or sublicense by Customer without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________