Maintenance Agreement: Definition & Sample

A maintenance agreement outlines the steps one party will undertake to insure the upkeep, repair, serviceability of another party’s property. Maintenance contracts are commonly used by companies that take care of vehicle fleets, industrial equipment, office and apartment buildings, computer networks, etc.

Maintenance contracts include service level parameters such as response time and performance of the equipment to be maintained (99 percent network availability, for example). Other provisions of these agreements may include the timeliness and timeframe of services to be rendered and the annual or monthly fee.

Common Sections in Maintenance Agreements

Below is a list of common sections included in Maintenance Agreements. These sections are linked to the below sample agreement for you to explore.

Maintenance Agreement Sample

This Software License and Maintenance Agreement (“Agreement”) is executed in Phoenix, Arizona as of the date of last signature below and shall be effective as of August 16, 2007 (the “Effective Date”) and is by and between Quality Care Solutions, Inc., a Nevada corporation (“QCSI”), and Triple-S, Inc., a Puerto Rico corporation (“TS”, as more fully defined below), and describes the terms and conditions pursuant to which QCSI shall license to TS, and provide maintenance and support for, certain Software (as defined below). Each of QCSI and TS shall sometimes be referred hereto as a “Party” and together as the “Parties”. In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:

1.1 “Affiliate” means, with respect to a Person that, directly or indirectly, controls, is controlled by or is under common control with TS. For purposes of this definition, “control” means ownership of fifty percent (50%) or more of the voting equity interests, or the power to otherwise direct the affairs, of the Person in question. TS may add Affiliates to Schedule A , from time to time, on written notice to QCSI specifying the name and location of each such Affiliate. However, in no event may TS add Affiliates to Schedule A that are Competitors of QCSI. Affiliates are limited to those Persons specified (or to be specified) on Schedule A .

1.2 “Change of Control” means (i) the acquisition, directly or indirectly, by any person or group of the beneficial ownership of fifty percent (50%) or more of a legal entity’s common stock or of a legal entity’s securities entitled to vote generally in the election of such legal entity’s governing body (“Voting Securities”) representing fifty percent (50%) or more of the combined voting power of all Voting Securities of such legal entity, (ii) a merger, reorganization, consolidation or similar transaction (any of the foregoing, a “Merger”) as a result of which the persons who were the respective beneficial owners of the outstanding common stock and Voting Securities of a legal entity immediately before such Merger are not expected to beneficially own, immediately after such Merger, directly or indirectly, fifty percent (50%) or more of, respectively, the common stock and the combined voting power of the Voting Securities of the corporation resulting from such Merger in substantially the same proportions as immediately before such Merger, or (iii) a plan of liquidation or a plan or agreement for the sale or other disposition of all or substantially all of a legal entity’s assets.

1.3 “Competitor(s)” or “Competitor(s) of QCSI” means: The Trizetto Group, Inc., Perot Systems Corporation, Plexis Healthcare Systems, Inc., CareGain, Inc., Health Trio, Inc., Electronic Data Systems Corporation, DST Systems, Inc., Amysis Synertech, Inc., Affiliated Computer Services, and HealthAxis, Inc. QCSI may, by written notice to TS, reasonably update the foregoing list of Competitors from time to time , to include Persons that market healthcare payer administration software products, technology, and/or services in competition with QCSI’s products and services in the same markets as QCSI.

1.4 “Confidential Information” means all Software, Documentation, information, data drawings, benchmark tests, specifications, Trade Secrets, Object Code and machine-readable copies of the Software, Source Code of or relating to the Software, and any other proprietary information (including proprietary information of third parties) supplied to TS by QCSI, or by TS to QCSI, and clearly marked as “Confidential Information” or, in the case of the Software, the

Documentation and any information relating to QCSI’s pricing and costs, regardless of whether so marked.

1.5 “Customer” or “TS” means Triple-S, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, together with any Affiliates set forth on Schedule A (which may be modified from time to time). If any Affiliates are specified on Schedule A , by executing this Agreement, TS: (i) represents, warrants and covenants that such Affiliates shall abide by the terms and conditions of this Agreement; and (ii) shall indemnify QCSI for any breach of this Agreement by such Affiliates to the extent provided in this Agreement. The members of any such Affiliates set forth in Schedule A shall constitute Members for purposes of this Agreement.

1.6 “Documentation” means written materials relating to the Software including, but not limited to, user guides, technical manuals, release notes, installation instructions, information pertaining to Maintenance and Support, and online help files regarding Use of the Software, generally provided by QCSI to licensees of the Software, and shall include any updated versions of Documentation as may be provided by QCSI from time to time during the term of this Agreement.

1.7 “Interface” means any software, firmware or hardware created by TS or by a third party for TS, which does not modify the Software, and which is not part of, based upon, or a derivative work of the Software, but which provides an interface to the Software.

1.9 “Maintenance and Support” means services such as software maintenance and support provided by QCSI for the Software, as more fully described in Schedule B .

1.11 “Members” means individual persons contracted directly or indirectly with TS to receive healthcare benefits and: (i) whose coverage is administered, in whole or in part, by TS using the Software; and (ii) who have an effective enrollment segment on the Software.

1.12 “Object Code” means code resulting from the translation or processing of Source Code by a computer into machine language, and thus is in a form that would not be convenient for human understanding of the program logic, but which is appropriate for execution or interpretation by a computer.

1.13 “Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, or other entity or organization.

1.14 “QCSI Taxes ” means any and all income taxes related to QCSI’s existence and business operations, as seller, under any applicable Commonwealth of Puerto Rico law or regulation, including, but not limited to, corporation income taxes and income tax withholding. In the event that QCSI establishes operations in Puerto Rico, this definition will extend to any municipal taxes (“patente”), and tangible or intangible personal and real property taxes, including any interests, penalties, surcharges or additions thereto, whether disputed or not, if applicable, that may be assessed to QCSI business as a result thereof. For greater certainty, QCSI Taxes will include any and all new taxes established by the Commonwealth of Puerto

Rico applicable to software distributors marketing software in Puerto Rico subsequent to the Effective Date, except with respect to taxes related to TS’ licensing or use of QCSI’s Software, which will be considered TS Taxes for the purposes of this Agreement.

1.15 “Software” means QCSI’s computer software programs (delivered in Object Code form only), including Documentation, specified in Schedule A , together with any Releases to which TS is entitled as part of Maintenance and Support as expressly set forth in Schedule B . Software shall not include any other products or services currently marketed by QCSI, any new products or services developed and/or marketed by QCSI, any additional products licensed by TS or services provided by QCSI to TS after the Effective Date of this Agreement unless such products or services are added to this Agreement pursuant to Section 10.8 , any Third Party Software, and Included Third Party Software.

1.16 “ Source Code ” means that version of the Software in its underlying symbolic, human readable, program code instruction set which is compilable into Object Code.

1.17 “Third Party Software” means any software created or distributed by a third party other than QCSI.

1.18 “Trade Secret” means all concepts, ideas, formulae, patterns, devices or compilations of information used in a company’s business which may relate to the development, production, licensing, services, or sale of the company’s goods or services, to the management or administration of the company, or which otherwise give it a competitive advantage, which are not publicly known without restriction and without breach of this Agreement. Trade Secrets include manuals, on-line documentation, business activities and plans, financial results and projections, costs and prices, customers, clients and member lists, compiled information concerning Members, provider agreements, suppliers, employees, Software and related Documentation, any and all techniques, algorithms, data models, stored procedures, schema, processes (and any modification, extraction or extrapolation thereof), consultants, technologies, technical and business strategies, draft and final contracts, and exhibits exchanged by the Parties.

1.19 “TS Taxes ” means any and all taxes related to TS’ existence and business operations, as purchaser, under any applicable Commonwealth of Puerto Rico law or regulation, including, but not limited to, corporation income taxes and income tax withholding, municipal taxes (“patente”), and tangible or intangible personal property taxes, including any interests, penalties, surcharges or additions thereto, whether disputed or not, if applicable. It also includes all applicable sales and use taxes, transaction privilege taxes, excise taxes, or value added taxes, including any interests, penalties, surcharges or additions thereto, whether disputed or not, if applicable, and all new taxes established by the Commonwealth of Puerto Rico as long as they are all related to transactions covered under this Agreement, except for the taxes subsequent to the Effective Date applicable to software distributors marketing software in Puerto Rico as set forth as the responsibility for QCSI in Section 1.14 .

1.20 “Use” means subject in all cases to the restrictions set forth in Schedule A , the use, execution, loading, utilization, viewing, storage or display of the Software for TS’ internal purposes only, to administer healthcare benefits for Members, in accordance with the use for which the Software was designed.

2.1. Grant of License . Subject to the terms and conditions of this Agreement, (including, without limitation, timely payment of all undisputed amounts due hereunder), QCSI grants to TS a limited, non-exclusive, non-transferable, non-assignable (except as provided herein), perpetual right and license (without the right to grant sublicenses) to the Use of the Software (the “License”). This License includes the right to make a reasonable number of additional copies of the Software limited to backup, archival, and disaster recovery purposes, provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced. Except as expressly stated in this Section 2.1 , nothing contained in this Agreement transfers to TS any other license or rights in the Software. All rights of QCSI not expressly granted to TS in this Agreement are reserved to QCSI. Notwithstanding that the License granted in this Section 2.1 is of a perpetual duration, such License may be terminated pursuant to Section 9 of this Agreement.

2.2. Delivery; Copying of Documentation . Promptly following the Effective Date or any later date specified in Schedule A , QCSI will deliver to TS only via electronic delivery one (1) machine-readable electronic copy of the Software in Object Code form and the Documentation. Subject to the requirements of Section 8 of this Agreement, TS may reproduce the Documentation for its own internal use by printing the electronic files and the online help files.

2.3. Professional Services . In relation to TS’ licensing of Software, “Professional Services” means QCSI providing any of the following services work for TS in connection with the Software: (a) core system services; (b) assessment, implementation, or installation services; (c) development and/or implementation of pre and post processing logic; (d) development and/or implementation of transaction processing and business logic; (e) development services involving changes and/or enhancements to the Software; (f) training services; or (g) application hosting services. Any Professional Services elected by TS may be purchased from QCSI pursuant to a separate, mutually agreed, written professional services agreement.

3.1. General Restrictions . TS agrees that it shall not itself, or through any parent, subsidiary, affiliate, agent or any other third party: (a) sell, resell, lease, license, sublicense, rent, encumber or otherwise transfer to others any rights in any portion of the Software or Documentation; (b) attempt, or knowingly permit or encourage others to attempt, to decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover the Source Code of all or any portion of the Software; (c) write or develop any derivative works based on, or make any modifications, corrections, improvements, enhancements to, the Software; (d) use any portion of the Software in any manner except as expressly provided in this Agreement; (e) use the Software to provide processing services to third parties, to provide commercial timesharing, rental or sharing arrangements to third parties, on a “service bureau” basis, or to otherwise allow any third party to use the Software for the benefit of any third party; (f) disclose, or make available or provide access to, or permit the use, copying, transfer, inspection of the Software by any third party (without first obtaining express written permission from QCSI) except as expressly permitted by the License; (g) remove, efface or obscure any copyright notices or proprietary notices or legends from the Software or any Confidential Information provided by QCSI; or (h) violate any additional license restrictions set forth in Schedule A .

3.2. Hosting . TS may not engage any third party to operate or host the Software on TS’ behalf without QCSI’s prior written approval, which approval shall not be unreasonably withheld, and, provided further, that such approved third party shall execute and deliver a use and non-disclosure agreement which is in form and substance reasonably acceptable to QCSI. In no event will third parties selected by TS pursuant to this Section 3.2 be Competitors of QCSI.

3.3. TS Interface . TS may develop, at its own expense, Interfaces to enable interoperability between the Software and TS’ other software products and information technology systems. TS shall own the rights to any Interface it develops, subject to QCSI’s exclusive ownership of the Software and Confidential Information provided by QCSI.

4.1 License and Other Fees. TS shall timely pay QCSI the License Fees specified in Schedule A , and the Maintenance and Support Fees specified in Schedule B . Except as otherwise set forth in a Schedule, all fees and charges shall be paid in U.S. Dollars. All License Fees and Maintenance and Support Fees, and other amounts payable, if any pursuant to this Agreement, are due within thirty (30) days of TS’ receipt of QCSI’s invoice (“Due Date”). All undisputed amounts remaining unpaid thirty (30) days after the applicable Due Date, will accrue interest from such Due Date, as the case may be, until paid in full at a rate equal to the lesser of 1.5% per month or the highest contract interest rate allowed by Commonwealth of Puerto Rico law. TS agrees to permit QCSI secure, limited duration electronic access to TS’ databases for billing purposes in a manner and as required by QCSI.

4.2 Taxes, Rates and Withholdings. TS will pay any and all License Fees, Maintenance and Support Fees and any other amounts payable pursuant to this Agreement net of any and all QCSI Taxes, plus any TS Taxes that QCSI may be required by Puerto Rico law or regulation to charge TS as a result of or in connection with this Agreement. TS shall bear all TS Taxes and QCSI shall bear all QCSI Taxes. QCSI shall honor any valid, applicable tax exemption certificates provided by TS. Except as otherwise provided in this Agreement, all payments to be made by TS will be made without set off, counterclaim, or other defense. QCSI agrees and acknowledges that TS may be required by law and/or regulation to make deductions and/or withholding in connection with QCSI Taxes from payments to QCSI due under this Agreement. In the event TS shall be required to make deductions and/or withholding in connection with QCSI Taxes from payments to QCSI due under this Agreement, TS represents and warrants to QCSI that the full amount of any such deductions or withholding shall be timely paid over to the relevant taxing authorities and TS shall promptly forward to QCSI copies of official receipts or other evidence satisfactory to QCSI regarding such payment.

4.3 Audit Rights. TS shall keep complete and accurate books and records relating to Members, the Software and the Use of the Software that are sufficient to determine the License Fees, Maintenance and Support Fees and other amounts payable under this Agreement and TS’ compliance with the terms and conditions of this Agreement. TS shall maintain such books and records for the term of this Agreement and for three (3) years thereafter. QCSI and QCSI’s accounting firm shall have the right, at QCSI’s expense, to inspect and audit TS’ books and records related to the matters set forth in this Agreement for the purpose of verifying that TS has complied with the terms and conditions of this Agreement relating to the amounts due hereunder, the Use of the Software, and verification of the number of Members. Such audits will be made not more than once every year, with no less than thirty (30) days prior written notice to TS, during regular business hours and in such a manner as not to interfere with TS’ normal

business activities. If, as a result of such audit, QCSI determines that amounts due are not equal to amounts paid, QCSI shall promptly furnish to TS a statement of the findings that defines the basis upon which such amount was determined. TS shall have a reasonable period, which shall not exceed fifteen (15) business days, to review the results of this audit and present its objections to QCSI. Upon the presentation of objections, the Parties will submit to the Dispute Resolution process established hereunder. In the event there are no objections, TS shall promptly remit to QCSI or QCSI shall promptly remit to TS a sum equal to the amount so claimed as owed by one party to the other.

4.5 Functionality Replacement : If, to the extent permitted by this Agreement, QCSI removes functionality from the Software, QCSI agrees to provide TS with replacement software functionality having substantially the same capabilities as the removed functionality, at no additional license fee cost to Customer, and QCSI agrees to provide Maintenance and Support hereunder for the replacement software functionality, pursuant to the terms and conditions of this Agreement.

5.1. Upon payment to QCSI of the Maintenance and Support Fees, TS shall be entitled to receive Maintenance and Support during the annual period to which the Maintenance and Support Fees apply pursuant to QCSI’s policies, terms and conditions in effect from time to time; provided, however, that QCSI shall provide TS with at least sixty (60) days prior notice of any material change in such policies, terms and conditions; further provided that under no circumstance shall any change to QCSI’s policies, terms or conditions modify the financial arrangements agreed to hereunder. QCSI’s current policies, terms and conditions for Maintenance and Support are set forth as described in Schedule B . For greater certainty, Maintenance and Support services will be performed from the USA.

QCSI reserves the right to cease any and all Maintenance and Support in the event: (i) TS is delinquent in any payments due and payable to QCSI during the term of this Agreement (other than a delinquency caused by an event of Force Majeure pursuant to Section 10.5 of this Agreement); provided however, that in the event there is a dispute with regards to an audit as set forth in Section 4.3 , QCSI shall not cease providing Maintenance and Support to TS; or (ii) TS’ Use of the Software (which for purposes of this Section 5 includes all subsequent related Releases) is no longer supported by QCSI in its ordinary course of business (which must be notified as provided hereunder); or (iii) the Use of the Software by TS contrary to the terms and conditions of this Agreement.

Commencing on January 1, 2009, and annually thereafter on each January 1 st ,and with a sixty (60) days prior written notice to QCSI, TS may terminate Maintenance and Support. Notwithstanding anything to the contrary contained in this Agreement, if Maintenance and Support is terminated for any reason, all obligations of QCSI in any way relating to Maintenance and Support will become null and void as of the effective date of the cessation of provision of Maintenance and Support. So long as Customer has not terminated Maintenance and Support, QCSI will notify TS in writing at least twelve (12) months in advance of the date when a back Version or Release of the Software will no longer be supported under Maintenance and Support.

5.2. PROBLEMS NOTIFICATION : QCSI makes available to its Customers a list of all known Software Issues on a password protected, HTML page at QCSI’s Web site. QCSI agrees to make the list of such known Issues available to TS as described in the foregoing sentence for so long, and in a similar manner, as QCSI makes such information available generally to its other customers.

QCSI represents and warrants to TS for as long as TS continues to receive Maintenance and Support under this Agreement that:

(i) the Software shall operate materially in accordance with the Documentation. The Documentation may be updated by QCSI from time to time; provided, however, that no such (a) single discrete update to the Documentation; or (b) series of discrete updates made from time-to-time to the Documentation, may remove descriptions of functionality of the Software that may materially diminish the description of the functionality of the Software, lessen QCSI’s obligations hereunder, or lessen applicable service levels hereunder, unless previously agreed to in writing by the Parties. QCSI does not warrant that the Software shall operate in combination with other software selected by TS unless such other software is specifically authorized in writing by QCSI to be used with the Software or to the extent such authorization is set forth in QCSI Installation Guides. QCSI does not warrant that the Software shall operate uninterrupted or free of errors, although errors in the form of Issues (as defined in Schedule B ) will be handled by QCSI pursuant to Schedule B .

(iii) The Software will operate in combination with other software provided by QCSI, or specifically authorized or recommended in writing by QCSI to be used with the Software, or to the extent such authorization is set forth in QCSI Installation Guides.

(iv) Subject to TS election of Maintenance and Support pursuant to Section 5of this Agreement, all Software QCSI makes available to TS will be the latest available release of such Software.

(v) After using commercially available anti-virus tools, QCSI is unaware that the Software, at the time, and as, provided to Customer, contains any virus, worm, Trojan horse, trap door, back door, disabling code or other device that would interfere with or disrupt in any manner the use and orderly operation of the Software in accordance with the Documentation, or disabling code that would corrupt or erase any data (“Virus”). In the event that Customer notifies QCSI that Software delivered to Customer by QCSI contains a Virus, which notification shall occur within three (3) business

days of QCSI’s delivery of the Software, QCSI shall promptly re-deliver a version of the Software which does not contain a Virus. QCSI warrants that the Software contains no time-limiting routines or other backdoors into the Software, allowing QCSI to disable the Software after delivery to Customer. Customer shall utilize commercially available anti-virus tools to mitigate any damage resulting from any such Virus.

(vi) QCSI has or will test all Microsoft service packs and security patches with the then-prevailing, current Major Release and no more than one Major Release previous to the then-prevailing, current Major Release, and hereby represents and warrants that the then prevailing, current Major Release, and no more than one Major Release previous to the then-prevailing, current Major Release, is and will not be adversely affected by the installation of the Microsoft service packs and security patches.

6.1 (b) Exclusive Remedy. If the Software does not perform as warranted in Section 6. 1(a) , TS’ sole and exclusive remedy shall be as follows: QCSI shall provide Maintenance and Support to correct the Software as described in Schedule B , and if after (i) complying with its maintenance and support obligations hereunder, and (ii) undertaking such efforts in good faith and in a reasonable period of time, QCSI determines that it is unable to correct the Software: (1) in the case that the License Fees and Maintenance and Support Fees have been prepaid, QCSI shall refund to TS an amount equal to a pro-rata portion of the License Fees paid by TS for the non-conforming portion of the Software based on a useful life equal to seven (7) years and QCSI shall refund to TS an amount equal to the pro-rata portion of the Maintenance and Support Fees paid by TS for the non-conforming portion of the Software based on the remainder of the then current annual Maintenance and Support term (in both instances, such remainder to be determined from the moment the Software did not perform as warranted); or (2) in the case that the License Fees and Maintenance and Support Fees are not prepaid, QCSI shall reduce the remaining License Fees in an amount equal to a pro rata portion of the License Fees paid by TS for the non-conforming portion of the Software based on a useful life equal to seven (7) years and QCSI shall reduce the remaining Maintenance and Support Fees in an amount equal to a pro-rata portion of the Maintenance and Support Fees paid by TS for the non-conforming portion of the Software based on the remainder of the then current annual Maintenance and Support term (in both instances, such remainder to be determined from the moment the Software did not perform as warranted).

6.1 (c) Maintenance and Support Warranty. QCSI warrants to TS that it has all the knowledge, experience, ability and know-how to perform its Maintenance and Support obligations under the Agreement and that Maintenance and Support shall be performed in a professional and workmanlike manner and QCSI agrees to re-perform, upon TS’ written request, and at no additional cost to TS, the specific Maintenance and Support services that fail to comply with the foregoing warranty.

6.1 (d) QCSI Warranty. QCSI warrants, represents, and covenants to TS that (i) it is duly organized, validly existing and in good standing under the laws of its state of organization, and has all power and authority to operate its business and conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement; (ii) this Agreement has been duly and validly executed and delivered by it, has been duly and validly authorized by all company action, and constitutes the legal, valid, and binding obligation of QCSI; and (iii) the execution, delivery, and performance of this

Agreement and the transactions contemplated hereby will not conflict with or violate any judgment or decree or any agreement or other instrument to which QCSI is a party.

6.1 (e) Ownership of Software Warranty. With respect to Software and Documentation, QCSI warrants that it is either the sole owner of all rights, title and interest in and to such Software and Documentation, or is otherwise authorized to license the Use (in accordance with the terms and conditions of this Agreement) of the Software and Documentation to TS.

6.2. Warranty Conditions and Limitations . The limited warranties in Section 6.1 are made to and for the benefit of TS only and are conditioned upon TS’ compliance with the terms of this Agreement, the Documentation, and other reasonable written instructions provided by QCSI. These limited warranties shall not apply to the extent that Software fails to perform as warranted under Section 6. 1(a) because of and would not have so failed but for: (a) modifications made to the Software, (other than those modifications provided by QCSI under this Agreement, under a professional services agreement with QCSI, or through Maintenance and Support); (b) TS’ failure to implement modifications or enhancements as required by QCSI; (c) Use of the Software in connection or in combination with any computer hardware or software not expressly approved or recommended by QCSI in writing; or (d) installation or Use of the Software contrary to the specifications and directions contained in the Documentation or other reasonable written instructions provided by QCSI.

6.3 Disclaimers. SECTION 6 STATES QCSI’S SOLE AND EXCLUSIVE WARRANTIES TO CUSTOMER CONCERNING THE SOFTWARE, MAINTENANCE AND SUPPORT, AND ALL OTHER ITEMS AND SERVICES PROVIDED HEREUNDER AND THE EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTIES IN SECTION 6. 1(a) . EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE SOFTWARE IS PROVIDED STRICTLY “AS IS,” AND QCSI MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE SOFTWARE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING AT LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE ARE EXPRESSLY EXCLUDED. CUSTOMER HEREBY DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

6.4 Liability Limitations . EXCEPT FOR LIABILITY ARISING FROM: (i) CONFIDENTIALITY OBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW ; (ii) CUSTOMER’S OBLIGATIONS AS CONTAINED IN SECTION 2 AND SECTION 3; AND (iii) QCSI’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, IN NO EVENT SHALL EITHER CUSTOMER OR QCSI BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING LOST DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE, MAINTENANCE AND SUPPORT, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, MAINTENANCE AND SUPPORT, OR SAID ITEMS OR SERVICES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT AND

EXCEPT FOR LIABILITY ARISING FROM: (i) CONFIDENTIALITY OBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW ; ii) CUSTOMER’S OBLIGATIONS AS CONTAINED IN SECTION 2, SECTION 3, AND SECTION 4; AND (iii) QCSI’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, EACH OF CUSTOMER’S AND QCSI’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF THE LICENSE FEES, THE MAINTENANCE AND SUPPORT FEES, AND, IF ANY , THE AMOUNTS FOR PROFESSIONAL SERVICES UNDER SEPARATE PROFESSIONAL SERVICES AGREEMENT(S) BY AND BETWEEN THE PARTIES PAID TO QCSI BY TS DURING THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6.5 Exclusion of Unauthorized Warranties . No employee, agent, representative or affiliate of QCSI has authority to bind QCSI to any oral representation or warranty concerning the Software or Maintenance and Support. No written representation or warranty not expressly incorporated into this Agreement is authorized or enforceable. No amendment to this Agreement altering or adding a representation or warranty shall be effective unless set forth in a writing executed by an officer of QCSI and Customer.

6.6 TS Representations and Warranties . TS represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of its state of organization, and has all power and authority to operate its business and conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement; (b) this Agreement has been duly and validly executed and delivered by it, has been duly and validly authorized by all company action, and constitutes the legal, valid, and binding obligation of TS; (c) the execution, delivery, and performance of this Agreement and the transactions contemplated hereby will not conflict with or any judgment or decree or any agreement or other instrument to which TS is a party; and (d) it is not a government agency and it is not acquiring the license granted by this Agreement pursuant to any government contract or with government funds, regardless of the fact that some government funding and reimbursements are received by TS in the due course of TS business.

7.1. Indemnification by QCSI . QCSI agrees to either defend or settle, at its expense and discretion, any claim, demand, threat, suit or proceeding brought by a third party against TS, its Affiliates, and their employees, representatives, agents and affiliates to the extent that the claim, demand, threat, suit or proceeding alleges that TS’ authorized and proper Use of the Software, as delivered by QCSI to TS, and/or TS’ performance of its obligations hereunder infringes the claimant’s patent, copyright, intellectual property rights, or trademark (collectively, “Claim”) and shall pay any and all losses, liability, damages, expenses (including, without limitation, reasonable attorneys fees and expenses), and any final judgments awarded or settlements entered into with QCSI’s prior written authorization. The Parties agree that the limitations on liability contained in this Agreement shall not apply to the indemnity obligation set forth in this Section 7 .

In the event that TS receives notice of a Claim as to which indemnification is sought, TS shall promptly notify QCSI thereof. Such notice shall be considered prompt if received by

QCSI at least fifteen (15) days prior to the date by which any action must be taken to preserve QCSI’s rights. Failure to so notify shall not exempt QCSI from its obligations hereunder, except to the extent that such failure has actually prejudiced QCSI’s legal position with respect to the Claim. Upon receipt of notice of the Claim, QCSI shall advise TS that it has assumed the infringement defense. TS shall have the right, at the expense of QCSI, to retain legal counsel to participate in and monitor the defense of the Claim. QCSI shall have the exclusive right to defend any such Claim and make settlements thereof at its own discretion, and TS may not settle or compromise such Claim, action or allegation, except with prior written consent of QCSI. TS shall give such assistance and information as QCSI may reasonably require to settle or oppose such Claims.

In the event any such Claim is brought or threatened, QCSI may, at its sole option and expense: (a) procure for TS the right to continue the Use of the Software or infringing part; (b) modify or amend the Software or infringing part in such a way as to make the modified Software or infringing part non-infringing, or replace the Software or infringing part with other software having substantially the same or better capabilities; or (c) if neither of the foregoing is commercially practicable in QCSI’s sole judgment, terminate this Agreement with respect to the infringing part of the Software and refund a pro rata portion of the License Fees (based on a useful life of the Software equal to seven (7) years) paid by TS for the infringing part; provided, that if QCSI substitutes the Software or the infringing part for a non-infringing part, or modifies the existing Software so that it becomes non-infringing, QCSI will, at its expense, upon the written request of TS, provide the services (under separate agreement) to install the substituted or modified software pursuant to this Section.

7.2. Limitations; Exclusive Remedy . Except as elsewhere provided in this Agreement, QCSI shall have no liability to TS or any third party for any alleged infringement, or claim thereof, based upon: (a) any modifications made to the Software (other than those modifications provided by or pursuant to written instructions from QCSI under this Agreement, a professional services agreement with QCSI, or through Maintenance and Support); (b) failure to implement modifications or enhancements as required by QCSI; (c) Use of the Software in connection or in combination with any computer hardware or software not specified in the documentation and not otherwise approved in writing by QCSI (if such infringement or claim could have been avoided by the use of other equipment, devices or software); (d) installation or Use of the Software contrary to the specifications and directions contained in the documentation or other reasonable written instructions of QCSI; (e) the Use of Software other than as strictly permitted under this Agreement or in a manner for which it was not intended or the use of other than the most current release of the Software provided by QCSI as part of maintenance and support (if such claim would have been prevented by the use of such release and, after such fact was adequately notified by QCSI to TS, TS failed to install the new release); or (f) the Use of the allegedly infringing software after being informed in writing of modifications that would have avoided the alleged infringement; or (g) any costs or expenses incurred by TS without QCSI’s prior written consent.

8.1. Mutual Covenants . Each Party acknowledges that the other party’s Confidential Information constitutes valuable Trade Secrets and agrees that it shall use the other party’s Confidential Information solely in accordance with the provisions of this Agreement and shall not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party’s prior written consent, and shall safeguard the other party’s Confidential Information

from unauthorized use and disclosure using measures that are equal to the standard of performance used by such party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Each Party shall take appropriate action (by instructions, agreement, or otherwise) with its employees and advisors to satisfy its obligations under this Agreement. Each Party shall notify the other of any breaches of security. Each Party shall be responsible to the other for any violation of this Agreement by its own officers, directors, employees, agents, subcontractors, or advisors.

Confidential Information of a party does not include information which at the time of disclosure to the receiving party is available to the public from the disclosing party without restriction, is lawfully obtained by the receiving party from a third party that is not restricted from disclosing such information, is known to the receiving party without confidential restriction prior to disclosure, or is at any time developed by the receiving party without using or relying upon the Confidential Information disclosed by the disclosing party. If any party is requested or required to disclose the other party’s Confidential Information by a government authority or by court-ordered subpoena, or similar process, that party shall, if not prohibited by Federal or state law or by a court or administrative order, promptly notify the other party of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, any party or its representatives are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose such Confidential Information to the person compelling disclosure as is, according to such opinion, required, without liability hereunder. Both Parties agree that neither party shall disclose the terms of this Agreement, except as required by law. Notwithstanding anything contained in this Agreement to the contrary, a party shall have the right to disclose this Agreement in accordance with applicable securities laws; provided, that such disclosing party shall use reasonable efforts (in coordination with the other) to seek confidential treatment of any pricing or other sensitive and confidential terms set forth in this Agreement. Notwithstanding anything contained in this Agreement to the contrary, a party shall have the right to disclose the terms and conditions of this Agreement (not the Confidential Information exchanged hereunder) to its attorneys, accountants, other professionals, and to regulators in accordance with applicable securities, insurance, or healthcare laws, and to potential investors, lenders, purchasers of the party’s business, merger parties, and underwriters in connection with their due diligence in future financings, loan transactions, acquisitions, mergers, or public offerings; provided, that such disclosing party shall use reasonable efforts (in coordination with the other) to seek confidential treatment of any sensitive and confidential terms and conditions set forth in this Agreement.

8.2. (a) QCSI’s business methods, know-how, the Software, the Documentation, Confidential Information, any other proprietary information, and any and all derivative works thereof, plans, prices, configurations, specifications, techniques, algorithms, schema, screen prints and processes contained herein, or any modification, extraction, or extrapolations thereof, are the property and Trade Secrets of QCSI and are subject to copyright protection and other proprietary rights. Any copyright notice does not imply unrestricted or public access. No duplication, usage, disclosure, or publication thereof, in whole or in part, for any purpose is permitted, except that which is expressly permitted by this Agreement. TS shall include in all copies made by it notices of copyright and other proprietary rights included by QCSI in or on the Software, the Documentation, or any and all derivative works thereof. Customer specifically agrees that any and all derivative works of the Software and the Documentation shall be the

property of QCSI and Customer hereby assigns all title and ownership interest therein, if any, to QCSI.

8.2. (b) By the same token, TS’ business methods, know-how, Confidential Information, any other proprietary information, and any and all derivative works arising out of the applications developed by its workforce or its agents thereof, its plans, configurations, specifications, techniques, algorithms, schema, screen prints and processes contained therein, or any modification, extraction, or extrapolations thereof, are the property and Trade Secrets of TS, and are subject to Intellectual Property protection and other proprietary rights. No duplication, usage, disclosure, or publication thereof, in whole or in part, for any purpose is permitted, except that which is expressly permitted under this Agreement.

9.1. Term. The License granted under this Agreement shall commence on the Effective Date and shall remain in force perpetually, except if terminated pursuant to Section 9 of this Agreement. For avoidance of doubt, the initial term for Maintenance and Support and any subsequent renewal terms, applicable to Maintenance and Support, are separately provided in Schedule B of this Agreement.

9.2. Termination for Cause . If a party defaults in performing any material obligations required under this Agreement, the other “non-defaulting” party may give written notice of its intention to terminate this Agreement, describing in reasonable detail the default. If the party in default fails to remedy such material default within sixty (60) days following such written notice, or if such default is not capable of cure within such sixty (60) day period, and the party in default fails to commence cure procedures within such sixty (60) day period and fails to diligently prosecute such procedures until the default is cured, then the non-defaulting party may, in addition to all other remedies available at law or in equity, terminate this Agreement and the License.

QCSI’s exercise of its termination rights under this Section 9.2 shall not entitle TS to a refund of, or relieve TS of any obligation to pay, any portion of any undisputed License or Maintenance and Support Fees or other payments, if any, which are due and payable to QCSI, if any, under this Agreement through the date of termination.

Notwithstanding the alternate dispute resolution provision included under Section 11.2 , in the event of a material breach or the threat of a material breach of this Agreement by either party, the other party, in addition to any other remedies it may have at law or in equity, shall be entitled to immediately seek a temporary restraining order, preliminary injunction, and other appropriate relief so as to specifically enforce the terms of this Agreement without the necessity of posting a bond or other surety. Both Parties agree that a breach of this Agreement may cause the non-breaching party irreparable injury and that damages would be difficult if not impossible to calculate. The foregoing cure procedures as set forth in this Section 9.2 shall not apply in the event that TS breaches SECTION 2 (“LICENSE”), SECTION 3 (“LICENSE RESTRICTIONS”), or either Party breaches SECTION 8 (“CONFIDENTIAL INFORMATION AND OWNERSHIP”).

9.3. Termination Due to Insolvency . Either party will have the right to terminate this Agreement immediately by providing written notice to other party (the “Insolvent Party”) upon occurrence of any of the following circumstances with respect to the Insolvent Party: (a) the filing by or against the Insolvent Party of a petition for reorganization or liquidation under the U.S. Bankruptcy Code or corresponding laws or procedures of any applicable jurisdiction; (b)

the filing by or against the Insolvent Party of any other proceeding concerning bankruptcy, insolvency, dissolution, cessation of operations (or notice or indication of cessation of business), reorganization of indebtedness, or the like by the Insolvent Party; (c) the voluntary or involuntary execution upon; the assignment or conveyance to a liquidating agent, trustee, mortgagee or assignee of whatever description; or the making of any judicial levy against a substantial percentage of the Insolvent Party’s assets, for the benefit of its creditors; (d) the appointment of a receiver, keeper, liquidator or custodian of whatever sort or description, for all or a substantial portion of the Insolvent Party’s assets; or (e) the termination, dissolution, insolvency, or its cessation to continue all or substantially all of the Insolvent Party’s business affairs.

9.4 Termination for Triple-S’ Convenience. Customer may terminate this Agreement for its convenience on or before August 15, 2007, but only if Customer gives QCSI prior written notice of such termination for convenience. If Customer fails to so notify QCSI as set forth in the preceding sentence, Customer’s right to terminate this Agreement as set forth in this Section 9.4 shall forever lapse, and this Agreement shall continue in full force and effect for the remainder of the Term of this Agreement.

Notwithstanding the foregoing, if Customer assigns its rights to this Agreement in accordance with Section 10.3 , upon such assignment or transfer, this Section 9.4 shall become null and void and Customer and any assignee or transferee of Customer shall have no right to terminate this Agreement for convenience.

9.5 Effect of Termination . In the event this Agreement is terminated for any reason: (i) TS shall immediately pay all previously undisputed License Fees, which remain unpaid; and all previously undisputed Maintenance and Support Fees, which remain unpaid; and all other amounts payable pursuant to this Agreement and due to QCSI, if any, through the date of termination; and (ii) QCSI shall immediately pay all previously undisputed amounts payable to TS pursuant to this Agreement and due to TS, if any, through the date of termination. Upon the effective date of termination, TS shall immediately discontinue Use of, and shall return to QCSI, and, if in electronic form, TS shall delete from TS’ computing system all Software, Documentation, Confidential Information and any and all copies thereof provided by QCSI. Within thirty (30) days of termination TS shall deliver to QCSI a certificate of compliance with this provision, signed by an executive officer of TS. Within such thirty (30) day period, QCSI shall also return any TS Confidential Information. SECTION 1 (“DEFINITIONS”), SECTION 4 (“PAYMENT CUSTOMER”), SECTION 6 (“WARRANTY AND LIMITATION OF LIABILITY”), SECTION 7 (“INDEMNIFICATION”), SECTION 8 (“CONFIDENTIAL INFORMATION AND OWNERSHIP”), SECTION 9 (“TERM AND TERMINATION”) and SECTION 10 (“GENERAL”) shall survive any termination or expiration of this Agreement.

10.1. Third Party Software. TS agrees and acknowledges that Third Party Software is required to utilize and modify standard report templates and to create new reports using the Software. License fees, support and training costs, if any, for third-party report writing tools are not included in this Agreement and must be acquired separately by TS. TS acknowledges responsibility for the design, development, production and costs of its own reports, documents, letters and identification cards to be used in conjunction with the Software.

TS is responsible for the annual procurement, update and maintenance of reference data required to operate the Software, unless otherwise agreed to, and specifically defined by, the parties in writing.

TS agrees and acknowledges that Third Party Software, computer hardware, and/or services may be required to access and use the Software, and that such Third Party Software, computer hardware, and/or services are not provided hereunder. TS acknowledges that the Third Party Software listed on Schedule C as “Included” (the “Included Third Party Software”) is not part of the Software. TS hereby agrees to abide by the additional terms and conditions set forth on Schedule C with respect to such Included Third Party Software. TS agrees to execute and deliver all applicable end user license agreements for the Included Third Party Software and any Third Party Software that TS will use in conjunction with the Software. Third Party Software (including any Included Third Party Software) is and shall remain the exclusive property of such third party licensors, and TS shall have no rights or interests in Third Party Software (including any Included Third Party Software) except as provided in the applicable end user license agreements.

10.2. Source Code Escrow . QCSI shall deposit the Source Code including the relevant commentary, explanations, and other documentation of the Source Code, in QCSI’s discretion, for the Software and, from time to time, any pertinent releases required for optimum operation of the system, with an escrow agent selected by QCSI, and shall name TS as a beneficiary to a written escrow agreement between QCSI and the escrow agent (“Escrow Agreement”). TS shall be entitled to access the Source Code for the Software only upon the release events specified in the Escrow Agreement, or, in the event that QCSI ceases distributing and supporting the entire payor software program application presently named “QNXT” and ceases distributing and supporting any future derivative versions of QNXT (howsoever QNXT may be alternatively named in the future).

Either Party may assign this Agreement and its rights and obligations under this Agreement (“Assigning Party”) without the consent of the other Party to any Person which survives a merger in which the Assigning Party participates, to any Person which acquires all or substantially all of the assets of the Assigning Party, to any Person that is under common control with the Assigning Party where the assignment of this Agreement is as a result of a reorganization, consolidation (or similar business restructuring) involving the Assigning Party, or, in the case that QCSI is the Assigning Party, to any Person which acquires substantially all of QCSI’s interests in the product suite that contains the Software (“Permitted Assignee”). Notwithstanding the foregoing; (a) Customer agrees that it will not assign this Agreement to a Competitor of QCSI, or to any Person that has or does acquire (including Customer itself acquiring, or coming under common control with) any Competitor of QCSI; and (b) QCSI agrees that it will not assign, sell, or transfer this Agreement or its rights and obligations under this Agreement to any Person other than as provided above. The Assigning Party shall provide the other Party with written notice regarding any Change of Control, and the Parties will then discuss whether the Change of Control gives rise to any issues relating to this section, including whether any proposed assignee of Customer may be a Competitor of QCSI. Any Permitted Assignee shall agree in writing to be bound by the terms and conditions of this Agreement. Any assignment in violation of this section shall be void and shall constitute a material breach of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

10.4 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by certified mail return receipt requested; (c) sent by overnight air courier; or (d) by facsimile (with a hard copy mailed on the same date). If to QCSI, a notice shall be forwarded to QCSI at 14647 South 50th Street, Suite 150, Phoenix, AZ 85044, Attn: Chief Financial Officer, and if to TS, a notice shall be forwarded to TS at 1441 F.D. Roosevelt Avenue, San Juan Puerto Rico 00920, Attn: Chief Operations Officer, with a copy to the Office of Legal Affairs at the same address. Either party may change its address for notice by written notice to the other party. Notices shall be considered to have been given at the time of actual delivery in person, five business days after posting if sent by registered mail, two (2) business days after delivery to an overnight air courier service, or upon receipt of machine confirmation of successful transmission by facsimile.

10. 5 Force Majeure . Neither party shall incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorist acts, hurricanes, earthquakes, fire and explosions, but the failure to meet financial obligations under this Agreement is expressly excluded.

10.6 Waiver . The failure of either party to enforce at any time any of the provisions hereof or exercise any right or option hereunder shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall not constitute consent to, waiver of, or excuse of any other, different or subsequent breach.

10.7 Severability . If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, the parties shall use their best efforts to agree to such amendments that shall preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

10.8 Entire Agreement; Modification; Headings . This Agreement (including the Schedules and any addenda hereto expressly referencing the Agreement and signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be altered, modified, amended, changed, rescinded or discharged in whole or in part, except by written agreement executed by authorized officers of both TS and QCSI. The section and paragraph headings herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

10.9 No Third Party Beneficiaries . The Parties agree and acknowledge that this Agreement is not made for the benefit of any third party. Nothing in this Agreement, whether expressed or implied, is intended to confer upon any person other than the Parties hereto and their respective heirs, representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of either party hereto, nor shall any provision hereof give any entity any right of subrogation against or action over or against either party.

10.10 Relationship of Parties . The Parties are independent contractors and not the franchisee, partner, or agent of each other. Neither party shall have the right to make any representations on behalf of the other. Notwithstanding the foregoing, the parties agree and acknowledge that QCSI may be considered a “Business Associate” of TS under federal statutes and regulations relating to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). TS agrees to comply with its obligations under HIPAA and other similar federal or state laws regarding privacy of the information. Accordingly, and contemporaneously with the execution of this Agreement, the Parties shall enter into a Business Associate Agreement with respect to such matters.. QCSI agrees to comply with its HIPAA obligations as applicable to a Business Associate as set forth in a Business Associate Agreement. QCSI will not knowingly violate any Federal, State, or local laws applicable to QCSI’s business or activities.

10.11 Standard Terms of TS . No terms, provisions or conditions of any purchase order, acknowledgement or other business form that TS may use in connection with the acquisition or licensing of the Software shall have any effect on the rights, duties or obligations of the parties hereunder or otherwise modify this Agreement, except with the written consent of QCSI, signed by an officer of QCSI.

10.12 Trademarks and Copyrights . The Parties reserve the right to the control and use of their names and all symbols, trademarks, or service marks presently existing or later established. Neither party shall use the other party’s name, trademarks, symbols, or service marks or such other party controls in advertising or promotional materials or otherwise without the prior written consent of such other party.

10.13 Counterparts . This Agreement may be executed in counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement. Facsimile signatures on counterparts of this Agreement will be deemed original signatures.

10.14 Compliance with Export and Other Laws . TS shall not export, ship, transmit or re-export any part of the Software or Documentation in violation of any applicable law or regulation including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce.

10.15 Recruitment of Personnel . During the Term of this Agreement and for a period of one (1) year thereafter, neither QCSI nor TS will solicit, hire, employ or contract with directly, or indirectly, any employee(s) of the other party for a period of one hundred twenty (120) days following termination of such employee’s employment.

11.1. Applicable Law: Except as otherwise set forth below, this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Puerto Rico and/or the applicable Federal laws of the United States, without regard to the application of conflicts of law principles. The exclusive venue for disputes arising out of or relating to this Agreement shall be in the United States District Court located in San Juan, Puerto Rico.

Notwithstanding the foregoing, in the event that QCSI brings an action or suit to enforce the terms of this Agreement in relation to a material breach by TS of Section 2.1 , Section 3.1 , Section 8.1, or Section 8.2 (a) (a “Material Breach with respect to QCSI’s Intellectual Property”) the exclusive venue shall be the Federal Courts located in Maricopa County, Arizona. If such actions or suits involve a material breach of QCSI’s Trade Secrets rights, the law to be applied shall be the laws of the State of Arizona. For all such actions or suits involving a Material Breach with respect to QCSI’s Intellectual Property, TS hereby submits to the personal jurisdiction of the United States District Court for the District of Arizona. For all other disputes regarding this Agreement, QCSI hereby submits to the personal jurisdiction of the United States District Court for the District of Puerto Rico.

In the event an action or suit is brought by any party hereto to enforce the terms of this Agreement, the prevailing party shall be entitled to the payment of reasonable attorneys’ fees and costs, as determined by the court.

11.2. Dispute Resolution : Any dispute between the Parties, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by QCSI or TS, shall be resolved as provided in herein.

11.2.(a) Informal Dispute Resolution: Prior to the initiation of formal dispute resolution procedures, the Parties shall attempt to resolve their dispute informally, as follows:

11.2. (a) (i) Upon the written request of a Party, each Party shall appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute.

11.2. (a) (ii) The designated representatives shall meet as often as the parties deem reasonably necessary in order to gather and furnish all information with respect to the matter in issue. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the need of any formal proceeding.

11.2. (a) (iii) During the course of negotiations, all reasonable requests made by one party to another for non privileged information, reasonably related to this Agreement, shall be honored in order for each of the parties to be fully advised of the other party’s position.

11.2. (a) (iv) The specific format for the discussions shall be left to the discretion of the designated representatives, but may include the preparation of agreed-upon statements of fact or written statements of position.

11.2. (a) (v) Formal proceedings for the resolution of a dispute may not be commenced until the earlier of:

1. the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or

This provision shall not be construed to prevent a party from instituting, and a party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors, or as provided hereunder

11.2.(b) Continued Performance: Each Party agrees to continue performing its obligations under this Agreement while any dispute is being resolved unless and until such obligations are terminated by the termination or expiration of this Agreement, but the failure to meet undisputed financial obligations under this Agreement is expressly excluded.

IN WITNESS WHEREOF, this Agreement has been signed by the duly authorized representatives of both parties. [signatures contained on the following page]