The Purchase Order and the following General Terms and Conditions and Services Terms and Conditions govern the services supplied by Verasoft®

Schedule A – General Terms and Conditions

Part 1 – Definitions

1.1 Wherever used in this Agreement, the following words and phrases shall have the meanings set out below:

1. “Affiliate”, when used with respect to any Person, shall mean any Person controlling, controlled by or under common control with such Person;




2. “Agreement” means the Purchase Order, these General Terms and Conditions and the Services Terms and Conditions.




3. “Business Day” shall mean any day which is not a Saturday, Sunday or holiday under the laws of the United States, State of Michigan;




4. “Client” or “Customer” shall mean the Person who executes the Purchase Order and agrees to be bound to the terms of this Agreement




5. “Documentation” shall mean the user manuals or other documentation, whether in printed or electronic form, provided by Verasoft with respect to the Services, and any subsequent versions thereof;




6. “Effective Date” shall mean the date identified in the Purchase Order as the Effective Date;




7. “Losses” shall mean any and all claims, demands, costs, losses, damages, liabilities, fines, penalties and expenses of any kind or nature whatsoever, whether imposed, incurred or assessed, including without limitation reasonable attorneys’ fees;




8. “Marks” shall mean all of Verasoft’s trade marks, trade names, service marks and logos used in connection with the Verasoft Proprietary Technology;




9. “Person” shall mean any corporation, body corporate, association, firm, partnership, joint venture, trust, organization, business, sole proprietorship, individual, government, governmental agency or political subdivision thereof, or any other entity or institution whatsoever;




10. “Purchase Order” means the contract executed by the Client that more specifically identifies the Services to be provided by Verasoft;




11. “Services” shall mean any training, maintenance and support to be provided by Verasoft to Customer under this Agreement as more specifically identified in the Purchase Order;




12. “Verasoft” means Verasoft, LLC, a Michigan limited liability company;




13. “Verasoft’s Proprietary Technology” means any other software, hardware, Documentation, Marks, products processes, algorithms, user interfaces, know-how, techniques, designs and other tangible and intangible technical material or information made available to Customer by Verasoft under the terms of this Agreement.

Part 2 – Fees and Charges

2.1 Customer agrees to pay the nonrecurring and recurring charges identified in the Purchase Order, or such other charges as may be agreed to by the parties in writing, for the Services to be provided under and pursuant to the terms of this Agreement. In addition, Customer will pay: (i) all shipping, handling and transportation charges associated with delivery of any tangible products associated with the Services, (ii) expenses incurred by Verasoft for any rescheduling of Support or termination of the Purchase Order, (iii) Verasoft’s then current standard time and material charges for additional services requested by Customer and agreed to by Verasoft, (iv) reasonable travel and travel related expenses incurred by Verasoft in connection with the Services and additional services provided by Verasoft, (v) all taxes and other governmental fees or assessments, however designated, related to the provision of products or Services under this Agreement paid or payable by Verasoft, exclusive of taxes based on Verasoft’s income.

Part 3 – Payment Terms

3.1 Non-recurring charges and recurring charges related to any Service fees shall be due as identified in the Purchase Order. A retainer shall be required for all Services to be performed by Verasoft and must be paid before Verasoft initiates such Services. All other charges will be invoiced by Verasoft as incurred. All invoices must be paid within 30 days after the date of Verasoft’s invoice. Any amount not paid when due will bear interest until paid at a rate of interest equal to the lesser of 2% per month or the maximum rate of interest allowed by applicable law. In addition, Customer agrees to reimburse Verasoft for any reasonable legal fees and other costs and expenses incurred by Verasoft in collecting past due amounts.

Part 4 – Term and Termination

4.1 This Agreement and Customer’s right to receive the Services is effective upon Verasoft’s receipt and written acceptance of the Agreement signed by Customer. Except as otherwise provided in the Purchase Order, and subject to the termination rights described below, the term of this Agreement shall be one (1) year. Thereafter, and subject the termination rights described below, this Agreement shall automatically renew for successive one (1) year terms, unless Customer terminates this Agreement in writing at least ninety (90) days before the end of each term.

4.2 Verasoft has the option of terminating this Agreement at any time in the event Customer breaches this Agreement. Upon termination, Customer shall pay any outstanding amounts owed per the Purchase Order. Customer will be liable for any charges incurred until termination of this Agreement. Verasoft will not prorate any fees, costs or other charges upon termination.

4.3 Except as may be prohibited by United States bankruptcy laws, in the event of either party’s insolvency or inability to pay debts as they become due, voluntary or involuntary bankruptcy proceedings by or against a party hereto, or appointment of a receiver or assignee for the benefit of creditors, the other party may terminate this Agreement by written notice.

4.4 Parts 2, 3, 5, 6, 7 and 11.4 shall survive termination or expiration of this Agreement.

Part 5 – Disclaimer

5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERASOFT AND ITS THIRD PARTY SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, SERVICES OR PRODUCTS PROVIDED UNDER AND PURSUANT TO THE TERMS OF THIS AGREEMENT.

Part 6 – Limitation of Liability

6.1 Customer agrees that Verasoft’s total aggregate liability arising out of this Agreement or in any manner related to the Services, whether from breach of warranty, breach of contract, negligence, strict liability in tort or any other legal theory, shall not exceed fifty percent (50%) of the aggregate amounts paid by Customer in non-recurring charges for the Services.

6.2 IN NO EVENT SHALL VERASOFT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT OR IN ANY MANNER RELATED TO THE SOFTWARE, EVEN IF VERASOFT HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 No cause of action which arose out of an event or events which occurred more than two years prior to filing of a suit alleging a claim or cause of action may be asserted by either party against the other.

Part 7 – Confidentiality

7.1 Customer acknowledges that Verasoft’s Proprietary Technology constitutes and contains valuable trade secrets and confidential business information of Verasoft and its third party suppliers (referred to as “Confidential Information”). Customer shall hold such Confidential Information in strictest confidence and shall not disclose any of such Confidential Information, and shall not use the Confidential Information or any portion thereof except as permitted by this Agreement. Customer shall take all reasonable steps to ensure that the Confidential Information is not used by or made available or furnished or disclosed to any Person (other than Users), including, but not limited to, taking the same precautions and level of care that it takes to protect its own information, data and other tangible and intangible property that it regards as proprietary or confidential. Customer shall instruct its Users having access to the Confidential Information regarding the terms and limitations contained in this Part.

7.2 Information shall not be deemed as “Confidential Information” which is or has become publicly known as of the date of receipt by the Customer other than through disclosure by Customer.

7.3 Customer specifically agrees that any breach of this Part by Customer will result in irreparable injury to Verasoft and Verasoft shall be entitled (without the necessity of posting any bond or establishing the inadequacy of damages as a remedy) to specific performance and injunctive relief to correct and/or enjoin any such breach or threatened breach in addition to any other remedy which might be available. In the event any such action is brought by either party, the parties agree that the Oakland County Circuit Courts for the State of Michigan shall have exclusive jurisdiction to hear and determine any such action. Each party expressly submits and consents in advance to such jurisdiction and venue and agrees that service of any summons, complaint, proceedings or other documents may be made by certified mail, addressed to such part at the address to which notices are to be sent pursuant to this Agreement.

7.4 The covenants and agreements of the parties set forth in this Part shall be construed as agreements independent of any other provision of any agreement, and the existence of any claim or cause of action, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants and agreements contained in this Agreement.

Part 8 – Force Majeure

8.1 In the event that either party shall be delayed or hindered or prevented from performing any of its obligations hereunder by reason of any strike, lock-out, labor trouble, shortage of materials or failure of power beyond that party's control, restrictive governmental laws or regulations, riots, insurrection, war, act of God or for any other reason beyond the reasonable control of the party (other than lack of funds) delayed in performing its obligations hereunder, then performance of such obligations shall be excused for the period of all such delays and the period for the performance of any such obligation shall be extended for a period equivalent to the period of all such delays.

Part 9 – Export Regulations and Governmental Restrictions

9.1 Customer shall comply with all applicable laws, regulations, rules, order and other requirements of the United States regarding export from the United States of services, commodities, software, technology or derivatives thereof as such may be enacted, modified or amended from time to time. Notwithstanding anything to the contrary contained herein, Customer will not directly or indirectly, separately or as part of system, export or re-export any Verasoft Proprietary Information or permit the shipment of same without: (i) the express written consent of Verasoft and (ii) obtaining, at Customer’s sole expense, any required prior authorization from the United States Department of Commerce or other applicable authority as may be required by law.

Part 10 – Notice

10.1 All notices required or permitted to be given pursuant to this Agreement shall be given in writing to the parties at their respective addresses identified in the Purchase Order. Notice may be sent by personal delivery, certified or registered mail, postage prepaid, facsimile, electronic email or other form of transmitted or electronic message or sent by prepaid courier directly to such party at the addresses identified in the Purchase Order. Except as otherwise provided herein, delivery or service of any notice shall be deemed effective only on receipt; provided that any notice received after 5:00 p.m. local time of the place of receipt, or on a day other than a Business Day, shall be deemed to be received on the next succeeding Business Day.

10.2 Either party may change its address for service by providing the other party with thirty (30) days prior written notice of such change.

Part 11 – Miscellaneous Provisions

11.1 This Agreement constitutes the entire agreement between the parties to this Agreement pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. If Customer issues a purchase order or other written documentation which covers the services described herein, such documentation is for Customer’s internal purposes only, unless expressly accepted by Verasoft in writing, and all terms and conditions contained therein which are additional to or inconsistent with the terms of this Agreement shall be considered of no force or effect.

11.2 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors and assigns.

11.3 This Agreement may not be modified or amended except by an instrument in writing executed by Verasoft.

11.4 This Agreement shall be governed by and construed in accordance with the laws of State of Michigan and the parties hereby attorn to the jurisdiction of the Oakland County Circuit Court for the State of Michigan.

11.5 Customer may not assign or transfer its rights or obligations under this Agreement except with the prior express written consent of Verasoft; provided, however, that a successor in interest by merger, operation of law, purchase or otherwise of the entire business of Customer shall acquire all rights and obligations of Customer without the necessity of obtaining prior written consent. Any assignment or transfer without such consent shall be null and void and of no force and effect.

11.6 No party to this Agreement shall be deemed to have waived any of its rights, powers or remedies under this Agreement unless such waiver is expressly set forth in writing. No consent or waiver, express or implied, by a party of any breach or default by the other party in the performance of such other party of its obligations shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations under this Agreement of such other party. Failure on the part of a party to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by the first mentioned party of its rights under this Agreement.

11.7 The division of this Agreement into Parts and paragraphs and the insertion in this Agreement of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

11.8 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders, as the context requires.

11.9 If any Part, paragraph or provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement. Any provisions of this Agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement, it being the intent and purpose that this Agreement should survive and be valid to the maximum extent permitted by applicable law. For greater certainty, this Agreement shall be read as if the invalid, unenforceable or illegal provision had never formed part hereof, and a “provision” for these purposes shall include the smallest severable portion of sections, paragraphs or clauses, or sentences contained therein, and not, unless the context absolutely requires, the whole thereof.

11.10 Nothing in this Agreement, whether express or implied, is intended to confer any rights, benefits or remedies under or by reason of this Agreement on any Person other than the parties hereto and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third Person to either party or to give any third Person any right to subrogation or action over against either party to this Agreement.

11.11 This Agreement is to be deemed to have been prepared jointly by the parties hereto and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm’s length agreements.

11.12 To the extent that any inconsistency exists between this Agreement and any purchase order or other document issued in connection with this Agreement, the terms of this Agreement shall govern and be binding upon the parties.

11.13 This Agreement may be executed in counterparts each of which is deemed to be an original but all of which taken together shall constitute one Agreement, binding on the parties, notwithstanding that all parties are not signatory to the same counterpart.

11.14 Each party agrees that it will from time to time at the reasonable request of the other party execute and deliver such assignments, instruments and conveyances and take such further action as may be reasonably required to accomplish the purposes of this Agreement.

11.15 All remedies shall be cumulative and not alternative and in addition to all other rights and remedies available at law and in equity.

11.16 For purposes of this Agreement, the following rules of construction shall apply, whether or not expressly stated:

1. The Purchase Order is incorporated by reference and is deemed to be part of this Agreement.




2. The words “include” or “including” and phrases containing such words shall mean including without limitation.




3. Unless the context requires otherwise, the words “herein”, “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular section, subsection or clause.




4. Unless the context requires otherwise, any reference to a statute shall include and shall be deemed to be a reference to such statute or any successor statute, and to the regulations promulgated thereunder, with all amendments made thereto and in force from time to time.

Services Terms and Conditions

Part 1 – Support Services

1.1 Verasoft will perform the Services and produce the deliverables described in the Purchase Order. Verasoft reserves the sole right to determine the allocation of Verasoft personnel in providing the Services. Verasoft represents and warrants that the Services will be provided in a professional and workmanlike manner.

1.2 To the extent reasonable necessary for Verasoft to perform the Services, Customer will allow Verasoft to use its office space, telecopy services and utilities and grant Verasoft reasonable access to Customer’s servers, hardware, networks and facilities. If the Services require that any software licensed or other wise provided to Customer by third parties be disclosed to Verasoft, or used by Verasoft, Customer will, at no expense to Verasoft, obtain all consents, licenses and sublicenses necessary for Verasoft to perform the Services. Customer will defend and indemnify any claim brought against Verasoft to the extent that such claim is due to Customer’s failure to fulfill its obligations under this section.

1.3 Except as otherwise provided in the Purchase Order, all Services will be provided on a time and material basis and payment will be required as specified in the General Terms and Conditions. If the Services include data conversion or integrating software into Customer’s existing hardware and/or software infrastructure, Verasoft does not guarantee or warrant that such conversion or integration will be successful.

1.4 Verasoft will be considered an independent contractor to Customer and in no way shall Verasoft be considered as an employee, agent or joint venturer of Customer.

Part 2 – Non-Solicitation

2.1 While Verasoft is performing the Services, and for a period of twelve (12) months thereafter, Customer will not solicit, directly or indirectly, for employment or employ any employee or agent of Verasoft who is or was actively involved in the performance, consumption or evaluation of the Services without the prior written consent of Verasoft.

Part 3 – Limitation of Remedies

3.1 Verasoft’s sole and exclusive liability and Customer’s sole and exclusive remedy, for Verasoft’s inability to provide the Services as ordered in the Purchase Order will be that Customer may terminate the remaining portion of the Purchase Order and only be responsible for paying the lesser of the fees and charges required under the Purchase Order or Verasoft’s actual cost on a time and material basis.

Part 4 – Ownership

4.1 The parties intend that all intellectual property rights in or related to all deliverables that are developed and delivered by Verasoft under this Agreement are the sole and exclusive property of Verasoft. Customer agrees to assign and does hereby expressly assign to Verasoft for all time, all right, title and interest in and to all deliverables, including any and all copyrights, patents, trade secrets, trademarks, trade dress, and any and all other rights it may have in any whole or part of such deliverables. During and after this Agreement, Customer will assist Verasoft in every reasonable way, to secure, maintain and defend for Verasoft’s benefit all copyrights, patents, trade secrets, trademarks, and/or other proprietary rights in and to the deliverables.

Part 5 – Confidentiality

5.1 In the performance of the Services, Verasoft may receive customer or financial information not known by Verasoft prior to this Agreement or not generally known to the public. Verasoft shall hold such information in strictest confidence and shall not disclose or use such information except as required to fulfill its obligations hereunder.