5-Attachment 8 - Supplement_Hyland EULA_Konica Minolta (#4 of 4).docx

Contract #: EU- End User License Agreement for Subscription Software (Hyland Contracts with Partner’s Customer)

IMPORTANT- READ CAREFULLY

This End User License Agreement for Subscription Software (“EULA”) is made between [INSERT HYLAND ENTITY] (“Hyland”), [INSERT HYLAND'S ADDRESS], and [USER NAME HERE] (“User”), [INSERT USER'S ADDRESS], with respect to the licensing of Software.

DEFINED TERMS: All capitalized terms used in this EULA shall have the meaning ascribed them in this EULA.

“Delivery” means: (i) the electronic downloading of the Software onto User’s systems, (ii) the Software being made available by Hyland to User for electronic download onto User’s systems; or (iii) the delivery by Hyland to User of a Production Certificate for such Software module(s) by Hyland either shipping (physically or electronically) the Production Certificate to User or making the Production Certificate available for electronic download by User (including through one of Hyland’s authorized solution providers).

“Documentation” means: (1) to the extent available, the “Help Files” included in the Software, or (2) if no such “Help Files” are included in the Software, such other documentation published by Hyland, in each case, which relate to the functional, operational or performance characteristics of the Software.

“Effective Date” means the date this EULA is signed by the last party that signs this EULA, as determined based upon the dates set forth after their respective signatures.

[DRAFTING NOTE: INCLUDE THIS DEFINITION ONLY IF THIS IS A FULL PERPETUAL TO SUBSCRIPTION CONVERSION] “Existing Software” means Hyland’s proprietary software products previously licensed to User on a perpetual basis.

“Maintenance and Support” means the maintenance and support for the Software provided to the User in relation to the Software by Solution Provider under the Subscription Agreement.

“Production Certificate” means: license codes, a license certificate, or an IFM file issued by Hyland and necessary for User to activate Software for User’s production use.

“Prohibited Act” or “Prohibited Acts” means any action taken by User that is: (i) in violation of Section 1 of this EULA; (ii) contrary to or in violation of Section 2 of this EULA.

“Software” means Hyland’s proprietary software products described on Exhibit A attached hereto, including, in each case, third party software bundled by Hyland as part of a unified product. In the case where there is Existing Software, Software also includes Existing Software.

“Solution Provider” means the authorized solution provider of Hyland through which User has subscribed for the Software.

“Subscription Agreement” means the agreement entered between User and Solution Provider for Maintenance and Support of the Software licensed under this EULA.

“Subscription Fees” means periodic fees for the licensing of Software and Maintenance and Support as mutually agreed between User and Solution Provider and payable by User to Solution Provider, unless otherwise notified by Hyland to User.

“Retired Software” means, at any particular time during a maintenance period covered by the Subscription Agreement, any Software product or version of the Software licensed by User from Hyland under this EULA which is identified as being retired on Hyland’s applicable secure end user web site. Hyland will specify on its end user web site Software modules or versions which become Retired Software. The effective date of such change will be twelve (12) months from the date Hyland initially posts the status change on its end user web site, and User will receive notice as a registered user of Hyland’s applicable secure end user web site.

1. LICENSE:

1.1 Subject to User’s payment in full of the Software Subscription Fees to Solution Provider, and subject further to User’s compliance with this EULA, Hyland grants to User a revocable, non-exclusive, non-assignable (except as provided in this EULA), limited license to the Software, in machine-readable object code form only and associated Documentation; in each case, solely for use:

(a) by User internally, and only for storing, processing and accessing User’s own data; and

(b) subject to Section 1.7 below, by a third party contractor retained by User as a provider of services to User (“Contractor”), but only by the Contractor for capturing, storing, processing and accessing User’s own data in fulfillment of the Contractor’s contractual obligations as a service provider to User.

The Software and associated Documentation are licensed for use by a single organization and may not be used for the processing of third-party data as a service bureau, application service provider or otherwise. User shall not make any use of the Software or associated Documentation in any manner not expressly permitted by this EULA. Software subject to a regulatory control may only be installed in the country identified as the end user location in the purchase order. The Software may be located and hosted on computer servers owned and controlled by a third party. Such third party hosting provider shall be considered a Contractor, and subject to the requirements of Section 1.7 below.

1.2 Use Restriction. Each module of the Software is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and the Software may control such use. Software products that are volume-based may: (i) no longer function if applicable volume limits have been exceeded; (ii) require User to pay additional fees based on User’s volume usage; and/or (iii) include functionality which monitors or tracks User’s usage and reports that usage. User may not circumvent or attempt to circumvent this restriction by any means, including but not limited to changing the computer calendars. Use of software or hardware that reduces the number of users directly accessing or utilizing the Software (sometimes called “multiplexing” or “pooling” software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. User is prohibited from using any software other than the Software Client modules or a Software application programming interface (“API”) to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Hyland has given its prior written consent to User’s use of such other software and User has paid the Subscription Fees with respect to such access. User further agrees that the Software shall not be copied and installed on additional servers unless User has purchased a license therefore, and the number of users of the Software shall not exceed the number of users permitted by the Software Client licenses purchased by User.

1.3 Production and Test Systems. User shall be entitled to use one (1) production copy of the Software licensed and one (1) additional copy of the production environment licensed Software for customary remote disaster recovery purposes which may not be used as a production system concurrently with the operation of any other copy of the Software in a production environment. Subject to the payment of any additional applicable license fees or subscription fees, User shall be entitled to license a reasonable number of additional copies of the production environment licensed Software to be used exclusively in a non-production environment and solely for the purposes of experimenting and testing the Software, developing integrations between the Software and other applications that integrate to the Software solely using integration modules of the Software licensed by User under this EULA, and training User’s employees on the Software (“Test Systems”). User may be required to provide to Hyland certain information relating to User’s intended use of such Test Systems such as the manufacturer, model number, serial number and installation site. Hyland reserves the right to further define the permitted use(s) and/or restrict the use(s) of the Test Systems. User’s sole recourse in the event of any dissatisfaction with any Software in any non-production system is to stop using such Software and return it to Hyland. User shall not make any copies of the Software not specifically authorized in this Section 1.3.

1.4 Evaluation Software. From time to time User may elect to evaluate certain Software modules (“Evaluation Software”) for the purpose of determining whether or not to purchase a production license of such Evaluation Software. Evaluation Software is licensed for User’s use in a non-production environment. Notwithstanding anything to the contrary, as to any Evaluation Software, the the limited license granted hereby will terminate on the earliest of: (a) last day of the evaluation period specified in the accepted purchase order delivered for such Evaluation Software; or (b) immediately upon the delivery of written notice to such effect by Hyland to User. Upon termination or expiration of such period, User immediately shall either (y) discontinue any and all of use of the Evaluation Software and related Documentation and remove the Evaluation Software; or (z) deliver a purchase order for the purchase of such Evaluation Software.

1.5 Third Party Licenses. The Software may be bundled with software owned by third parties, including but not limited to those manufacturers listed in the Help About screen of the Software. Such third party software is licensed solely for use within the Software and is not to be used on a stand-alone basis. Notwithstanding the above, User acknowledges that, depending on the modules licensed, the Software may include open source software governed by an open source license, in which case the open source license (a copy of which is provided in the Software or upon request) may grant you additional rights to such open source software. Additionally, in the case of such software to be downloaded and installed on a mobile device, if such software will be downloaded from the application market or store maintained by the manufacturer of the mobile device, then use of such software will be governed by the license terms for the software included at the applicable application store or market or presented to User or User’s user in the software, and this EULA will not govern such use.

1.6 Integration Code. If applicable, Software also includes all adapters or connectors created by Hyland and provided to you by Hyland as part of an integration between the Software and a third party line of business application (“Integration Code”). Software also includes any desktop host or other content services software provided by Hyland and downloaded on a user's computer used to extend functionality in Hyland's products. Such Integration Code and desktop host may only be used in combination with other Software and in accordance with the terms of this EULA.

1.7 Contractor Use Agreement. User agrees that if it desires to allow a Contractor to do any of the following:

(a) make use of the Software configuration tools, Software administrative tools or any of the Software’s application programming interfaces (“APIs”);

(b) make use of any training materials or attend any training courses, either online or in person, in either case related to the Software; or

(c) access any of Hyland’s secure websites (including, but not limited to, users.onbase.com, teamonbase.com, training.onbase.com, demo.onbase.com, and Hyland.com/Community), either through Contractor’s use of User’s own log-in credentials or through credentials received directly or indirectly by Contractor;

then, User must cause such Contractor to execute a use agreement in a form available for download at Hyland’s Community website (“Contractor Use Agreement”). User understands and agrees that: (x) User may not allow a Contractor to do any of the foregoing if such Contractor has not signed a Contractor Use Agreement, and (y) Contractors may use the Software only in compliance with the terms of this EULA, and (z) User is responsible for such compliance by all Contractors that do not execute a Contractor Use Agreement. User agrees that it shall indemnify Hyland from and against all claims, liabilities, losses, damages and costs, including, but not limited to, reasonable attorneys’ fees and court costs, which are suffered or incurred by Hyland and arise from or in connection with the breach or non-compliance with the terms of this EULA by any Contractor that does not sign a Contractor Use Agreement.

1.8 No High Risk Use. The Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. The Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could lead to death or serious bodily injury to any person, or to severe physical or environmental damage (“High Risk Use”). User is not licensed to use the Software in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Software for administrative purposes, as an information resource for medical professionals, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non- controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. User agrees not to use, distribute or sublicense the use of the Software in, or in connection with, any High Risk Use." User agrees to indemnify and hold harmless Hyland from any third-party claim arising out of User’s use of the Software in connection with any High Risk Use.

1.9 Audit Rights. Upon reasonable notice to User, Hyland shall be permitted access to audit User’s use of the Software solely in order to determine User’s compliance with the licensing and pricing terms of this EULA, including, where applicable, to measure User’s volume usage. Additionally, if requested by Hyland in connection with Software licensed on a volume basis, User shall provide reports that show User’s volume usage. User shall reasonably cooperate with Hyland with respect to its performance of such audit. User acknowledges and agrees that User is prohibited from publishing the results of any benchmark test using the Software to any third party without Hyland’s prior written approval, and that User has not relied on the future availability of any programs or services in entering into this EULA.

1.10 AnyDoc. The optional AccuZip component of the OCR for AnyDoc and AnyDoc EXCHANGEit Software products contains material obtained under agreement from the United States Postal Service (USPS) and must be kept current via an update plan provided by Solution Provider to maintain User’s continued right to use. The USPS has contractually required Solution Provider to include “technology which automatically disables access to outdated [zip code] products.” This technology disables only the AccuZip component and is activated only if AccuZip is not updated on a regular and timely basis. Solution Provider regularly updates the zip code list as part of Maintenance and Support for the AccuZip module.

1.11 The Software may contain functionality that allows User to access, link or integrate the Software with User’s applications or applications or services provided by third parties. Hyland has no responsibility for such applications or services, websites or content and does not endorse any third party web sites, applications or services that may be linked or integrated through the Software; any activities engaged in by User with such third parties is solely between User and such third party.

1.12 With respect to certain Software products licensed for use in a healthcare setting, pricing for such Software is based upon the number of Studies and Non-DICOM Objects that are generated annually by User using the Software and pricing will be adjusted based on such usage. For the purposes of this EULA, “Study” or “Studies” means a collection of one of or more images generated for a single patient which is identified by a study instance unique identifier (SUID) and “Non-DICOM Object” means a collection of one of or more images or documents which are not identified by an SUID and are stored as a single file. For clarification, the number of Studies and Non-DICOM does not include any pre-existing Studies that are migrated into the Software. During the term of the EULA, following receipt of a written request from Hyland, User shall promptly provide to Hyland reasonable access to Hyland to enable Hyland to report to User in writing the number of Studies and Non-DICOM Objects generated by User during the reporting period identified by Hyland (the “Hyland Reported Number”). User shall have the right to review and object in writing to such Hyland Reported Number. If User objects to the Hyland Reported Number, the parties shall cooperate in good faith to attempt to resolve the dispute within ten (10) days of User’s objection. If, within twenty (20) days of User’s objection, the parties are not able to resolve the dispute, either party may submit such dispute to a mutually agreed upon independent third party, who shall act as an independent consultant (“Independent Consultant”). The Independent Consultant shall determine the procedure to be followed to resolve the dispute and the parties shall provide to the Independent Consultant such information, and access to such records, as the Independent Consultant may request in connection with its review. The Independent Consultant shall report in writing to Hyland and User a calculation of the number of Studies and Non-DICOM Objects for such reporting period in accordance herewith as promptly as practicable, and such determination shall be final, binding and conclusive as to the parties. All fees and disbursements of the Independent Consultant for services rendered shall be shared equally by Hyland and User. As used herein, the number of Studies and Non-DICOM Objects resulting from the process described above shall be final and binding upon Hyland and User.

2. OWNERSHIP AND PROHIBITED CONDUCT:

2.1 Ownership. Hyland and its suppliers own the Software and Documentation, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the foregoing. The Software and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Software or Documentation are transferred to User. User agrees that nothing in this EULA or associated documents gives it any right, title or interest in the Software or Documentation, except for the limited express rights granted in this EULA. User acknowledges and agrees that, with respect to Hyland’s end users generally, Hyland has the right, at any time, to change the specifications and operating characteristics of the Software and Hyland’s policies respecting upgrades and enhancements (including but not limited to its release process). THIS EULA IS NOT A WORK-FOR-HIRE AGREEMENT. At no time shall User file or obtain any lien or security interest in or on any components of the Software or Documentation.

2.2 Prohibited Conduct. User agrees not to: (a) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Software or Documentation; (b) sell, transfer, rent, lease or sub-license the Software or Documentation; (c) alter or modify the Software or Documentation; or (d) reverse engineer, disassemble, decompile or attempt to derive source code from the Software or Documentation, or prepare derivative works therefrom.

3. INSTALLATION; DELIVERY OF HASPS AND CDS: User may retain Hyland or the Solution Provider to provide installation services. If Hyland is retained, the parties will enter into a separate work agreement governing the procurement and performance of such services. User is responsible for hardware and non-licensed software for the installation, operation and support of the Software. Delivery of HASPs and CDs, if any, shall be F.O.B. Hyland’s offices in Westlake, Ohio, USA.

4. LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES:

4.1 Software Warranty. For a period of sixty (60) days from and including the date a Software module has been Delivered to User, Hyland warrants to User that such Software module, when properly installed and properly used, will function in all material respects as described in the Documentation. The terms of this warranty shall not apply to, and Hyland shall have no liability for any non-conformity related to: (a) any Retired Software modules; or (b) any Software module that has been (i) modified by User or a third party, (ii used in combination with equipment or software other than that which is consistent with the Documentation, or (iii) misused or abused.

4.2 Remedy. Hyland’s sole obligation, and User’s sole and exclusive remedy, for any non-conformities to the express limited warranties under Section 4.1 shall be as follows: provided that, within such applicable period, User notifies Hyland in writing of the non-conformity, Hyland will either (a) repair or replace the non-conforming Software module, which may include the delivery of a commercially reasonable workaround for the non-conformity; or (b) if Hyland determines that repair or replacement of the Software module is not practicable, then terminate this EULA with respect to the non-conforming Software module, in which event, upon compliance by User with its obligations under Section 6 of this EULA, Hyland will refund any portion of the Subscription Fees paid prior to the time of such termination with respect to such Software.

4.3 EXCEPT FOR THE WARRANTIES PROVIDED BY HYLAND AS EXPRESSLY SET FORTH IN THIS EULA, HYLAND AND ITS SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE. HYLAND AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. HYLAND AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL SATISFY USER’S REQUIREMENTS OR IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE PROVIDED UNDER THIS EULA WILL BE UNINTERRUPTED. EXCEPT AS EXPRESSLY STATED IN THIS EULA, HYLAND DOES NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.

4.4 USER SPECIFICALLY ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES.

4.5 HYLAND MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE USED IN ANY NON-PRODUCTION SYSTEM AND PROVIDES ANY SUCH SOFTWARE “AS IS.”

4.6 No oral or written information given by Hyland, its agents, or employees shall create any additional warranty. No modification or addition to the limited warranties set forth in this EULA is authorized unless it is set forth in writing, references this EULA, and is signed on behalf of Hyland by a corporate officer.

5. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL HYLAND’S (INCLUDING ITS SUPPLIERS’) AGGREGATE LIABILITY UNDER THIS EULA EXCEED THE AMOUNT OF THE SOFTWARE SUBSCRIPTION FEES ACTUALLY PAID BY USER UNDER THE SUBSCRIPTION AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF AN EVENT THAT GIVES RISE TO ANY LIABILITY OF HYLAND. IN NO EVENT WILL HYLAND OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR ANY USE OR INABILITY TO USE THE SOFTWARE, OR ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR CLAIMS BY THIRD PARTIES, EVEN IF HYLAND OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

FOR USERS THAT PROVIDE HEALTHCARE SERVICES: IF USER USES THE SOFTWARE IN A CLINICAL SETTING, USER ACKNOWLEDGES THAT THE SOFTWARE IS AN ADVISORY DEVICE AND IS NOT INTENDED TO SUBSTITUTE FOR THE PRIMARY DEFENSES AGAINST DEATH OR INJURY DURING MEDICAL DIAGNOSIS, TREATMENT OR SIMILAR APPLICATIONS, WHICH DEFENSES SHALL CONTINUE TO BE THE SKILL, JUDGMENT AND KNOWLEDGE OF THE USER’S USERS OF THE SOFTWARE.

6. TERM AND TERMINATION:

6.1 Term. Subject to early termination as provided below, the initial term of this EULA will be the three (3) year period that commences on the Effective Date (the “Initial Term”); and such term will automatically renew thereafter for successive terms of one (1) year each, unless and until either party provides at least thirty (30) days advance written notice of non-renewal, in which case this EULA shall terminate at the end of the then current term.

6.2 Termination by Either Party. Either party may terminate this EULA immediately upon written notice to the other party, if the other party has committed a breach of a material provision of this EULA and has failed to cure the breach within thirty (30) days after receipt of the written notice of the breach given by the non-breaching party; provided that Hyland shall not be required to give User any opportunity to cure any breach in the case of a Prohibited Act or breach of the U.S. Government End User section, all of which are considered, for all purposes, to be material provisions of this EULA.

6.3 If Hyland provides written notice as described in Section 2 of Exhibit A, Hyland and User shall use reasonable efforts to enter into a mutually acceptable agreement pursuant to which, among other things, User shall agree to pay applicable subscription fees and charges relating to the Software directly to Hyland and Hyland shall agree to provide maintenance and technical support for the Software directly to User. If Hyland and User fail to execute, within thirty (30) days from the date of such written notice, such mutually acceptable agreement, either party may terminate this EULA upon thirty (30) days written notice to the other party.

6.4 Certain Effects or Consequences of Termination; Survival of Certain Provisions.

6.4.1 Generally. Any termination of this EULA will not discharge or otherwise affect any pre-termination obligations of either party existing under this EULA at the time of termination, including User’s obligations to pay to Hyland or its Solution Provider all fees and charges accrued or due for any period or event occurring on or prior to the effective date of termination or expiration of this EULA; and all liabilities which have accrued prior to the date of termination shall survive.

6.4.2 Survival of Certain Obligations. All provisions of this EULA, which by their nature extend beyond the expiration or termination of this EULA will survive and remain in effect until all obligations are satisfied, including, but not limited to all disclaimers of warranties, confidentiality obligations and limitations of liability set forth in this EULA.

6.4.3 Effects or Consequences of Termination. Upon any termination of this EULA for any reason, any license to use the Software will automatically terminate without other or further action on the part of any party; and User shall immediately: (a) discontinue any and all use of the Software and Documentation; and (b) either (1) return the Software and Documentation to Hyland, or (2) with the prior permission of Hyland, destroy the Software and Documentation and certify in writing to Hyland that User has completed such destruction.

7. SEVERABILITY: In the event that any term or provision of this EULA is deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this EULA is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provisions of this EULA.

8. NOTICES: Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this EULA shall be deemed effective when made in writing and sent to each party, by reputable overnight courier, specifying next day delivery to the recipient party at its principal place of business or to such other address as the recipient party may direct in writing.

9. GOVERNING LAW; JURISDICTION: This EULA and any claim, action, suit, proceeding or dispute arising out of this EULA shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Ohio (and not the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of this EULA shall be vested exclusively in the federal or state courts of general jurisdiction located in Cuyahoga County, Ohio.

10. INTEGRATION: This EULA, including any and all exhibits and schedules referenced herein, set forth the entire agreement and understanding between the parties pertaining to the subject matter and merges and supersedes all prior agreements, negotiations and discussions between them on the same subject matter. User acknowledges and agrees in entering into the EULA and its purchases hereunder are not contingent on the availability of any future functionality, features, programs, or services. This EULA may only be modified by a written document signed by duly authorized representatives of the parties. This EULA shall not be supplemented or modified by any course of performance, course of dealing or trade usage. User and Hyland specifically acknowledge and agree that any other terms varying from or adding to the terms of this EULA, whether contained in any purchase order or other electronic, written or oral communication made from User to Hyland are rejected and shall be null and void and of no force or effect, unless expressly agreed to in writing by both parties. This EULA will prevail over any conflicting stipulations contained or referenced in any other document. The parties acknowledge and agree that this EULA supersedes and replaces any and all previous agreements, including click-thru or shrink-wrap agreements, related to all Software previously licensed to User.

11. U.S. GOVERNMENT END USERS: To the extent applicable to User, the terms and conditions of this EULA shall pertain to the U.S. Government’s use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this EULA and/or the Delivery of the Software, the U.S. Government hereby agrees that the Software qualifies as “commercial” computer software within the meaning of ALL U.S. federal acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the U.S. Government's needs or is inconsistent in any respect with Federal law, the U.S. Government agrees to return this Software to Hyland. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software or Documentation by the U.S. Government is subject solely to the terms of this EULA, as stated in DFARS 227.7202, and the terms of this EULA shall supersede any conflicting contractual term or conditions.

12. EXPORT: The Software and Documentation provided under this EULA are subject to export control laws and regulations of the United States and other jurisdictions. User agrees to comply fully with all relevant export control laws and regulations, including the regulations of the U.S. Department of Commerce and all U.S. export control laws, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations (EAR), to assure that the Software or Documentation is not exported in violation of United States of America law or laws and regulations of other jurisdictions. User agrees that it will not export or re-export the Software or Documentation to any organizations or nationals in the United States embargoed territories of Cuba, Iran, Iraq, North Korea, Sudan, Syria or any other territory or nation with respect to which the U.S. Department of Commerce, the U.S. Department of State or the U.S. Department of Treasury maintains any commercial activities sanctions program. User shall not use the Software or Documentation for any prohibited end uses under applicable laws and regulations of the United States and other jurisdictions, including but not limited to, any application related to, or purposes associated with, nuclear, chemical or biological warfare, missile technology (including unmanned air vehicles), military application or any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America and other jurisdictions.

13. THIRD PARTIES: Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto, any rights or remedies by reason of this EULA; provided, however, that third party suppliers of software products bundled with the Software are third party beneficiaries to this EULA as it applies to their respective software products.

14. CONFIDENTIAL INFORMATION:

14.1 “Confidential Information” shall be such information that is marked “Proprietary” or “Confidential,” that is known by the recipient to be confidential or that is of such a nature as customarily would be confidential between business parties, except as provided in the next sentence. Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of this EULA by the recipient, or (b) is demonstrated by the recipient to have been in the recipient’s possession prior to its disclosure by the disclosing party, or (c) is received by the recipient from a third party that is not bound by restrictions, obligations or duties of non-disclosure to the disclosing party, or (d) is demonstrated by recipient to have been independently developed by recipient without reference to the other party’s information.

14.2 Each party agrees that, with respect to the Confidential Information of the other party, or its affiliates, such party as a recipient shall use the same degree of care to protect the other party’s Confidential Information that such party uses to protect its own confidential information, but in any event not less than reasonable care; and not use or disclose to any third party any such Confidential Information, except as may be required by law or court order or as provided under this EULA. User agrees to take all reasonable steps to protect all Software, and any related Documentation, delivered by Hyland to User under this EULA from unauthorized copying or use. Each party shall be liable and responsible for any breach of this Section 14 committed by any such party’s employees, agents, consultants, contractors or representatives.

15. INJUNCTIVE RELIEF: The parties to this EULA recognize that a remedy at law for a breach of the provisions of this EULA relating to Confidential Information and intellectual property rights will not be adequate for the aggrieved party’s protection and, accordingly, the aggrieved party shall have the right to seek, in addition to any other relief and remedies available to it, specific performance or injunctive relief to enforce the provisions of this EULA.

IN WITNESS WHEREOF, the parties have duly executed this EULA.

[INSERT HYLAND ENTITY]

Hyland Legal

Approved By:

Date:

EXHIBIT A

TO

EULA

1. Software licensed for use pursuant to the EULA:

(a) Software modules with respect to which User properly submits a written purchase order to the Solution Provider and agrees to pay Subscription Fees under the Subscription Agreement. All such modules accurately listed on User’s properly submitted written purchase order(s) shall, upon commencement of payment of the Subscription Fees for such Software modules under the Subscription Agreement, automatically be deemed to be added to the Software listed on this Exhibit A, whether or not the parties actually amend the form of this Exhibit A.

(b) All “Upgrades or Enhancements” to the Software described in paragraph (a) above that User properly obtains pursuant to the terms of the Subscription Agreement.

2. Payment of Subscription Fees: Unless and until Hyland notifies User in writing to the contrary, (a) the Subscription Fees due and payable by User shall be mutually agreed upon by User and the Solution Provider from which User ordered the Software; and (b) User is authorized to make and agrees to make any and all payments of such Subscription Fees to the Solution Provider pursuant to such payment terms as User shall have mutually agreed to with Solution Provider.

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