Orange City Council
October 10, 2023

SOFTWARE SERVICES AGREEMENT
[City Attorney's Office ProLaw Software]
THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this - 2023 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and WEST PUBLISHING CORPORATION, a Minnesota corporation ("Contractor"). Notwithstanding anything in this Agreement to the contrary, Contractor hereby assigns the Agreement to EAGAN US HOLDCO, LLC ("Company") effective upon mutual signature by City and Contractor ("Assignment Date").

City acknowledges and agrees that the rights and obligations of Contractor under the Agreement are assumed by City as of the Assignment Date. As of the Assignment Date, any reference to Elite, Thomson Reuters, or TR in the Agreement shall mean Contractor. City and Contractor agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work.

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Nathalie Adourian, Senior Assistant City Attorney ("City's Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor's performance hereunder shall be under the supervision of City's Project Manager (or designee), that Contractor shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.

2. Compensation and Fees.

Contractor's total compensation for all services performed under this Agreement, shall not exceed SIXTY THOUSAND DOLLARS and 00/100 ($60,000.00) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.

3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed.

C. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. uri Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.

Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
2 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or designee.

10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work or as otherwise agreed to by and between the representatives of the parties.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.

15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 3 Such actions shall include, but not be limited to the following: employment, ugrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration tor employment without regard to race, color, religion, sex, natonal orıgın, mental or physical dısability, or any other basis prohibited by applicable law.

C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.

Contractor further agrees that it shall not be eligible to work as the design/build firm for the project that is the subject of this Agreement.

17. Indemnity.

To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out of:
(1) Any and all claims under workers' comensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay 4 or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnity and hold Indemnitees harmless from all liability arsing out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.

C. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.

The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis.

C. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement:
e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating.

Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.

In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.

Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.
6 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.

Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the "records") pertaining to the costs of and completion of services performed under this Agreement.

City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if requested.

21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a "public works," as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and
(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c.

Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.

If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated.
8 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. "CONTRACTOR" "CITY"
West Publishing Corporation City of Orange
610 Opperman Dr. 300 E. Chapman Avenue
Eagan, MN 55123 Orange, CA 92866-1591
Attn.: Kevin Arredondo Attn.: City Attorney
Telephone: 505-249-5029 Telephone: 714-744-5580
E-Mail: [email protected] E-Mail: [email protected] Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page] IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
"CONTRACTOR" "CITY"
WEST PUBLISHING CORPORATION, CITY OF ORANGE, a municipal corporation a Minnesota corporation
*By: By:

Printed Name:_ Daniel R. Slater, Mayor
Title:
*By: ATTEST:

Printed Name:_
Title:_
Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Michael J. Vigliotta, City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-
ecretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporat officer holds more than one corporate office, please so indicate. OI - The corporate officer named in a corporate resolution as authorized to ente into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided te City.

V
10 EXHIBIT "A"

SCOPE OF SERVICES
[Beneath this sheet.]

CUSTOMER AGREEMENT
This Customer Agreement ("Agreement") is entered into by and between West Publishing Corporation, with its principal place of business at 610 Opperman Dr, Eagan, MN 55123 and
City of Orange ("Customer")
with its principal place of business at 300 E Chapman Ave, Orange, California, 92866-1591, Unites States.

Notwithstanding anything in this Agreement to the contrary, West Publishing Corporation ('West') hereby assigns the Agreement to Eagan US Holdco, LLC ('Company') effective upon mutual signature by Customer and West ('Assignment Date'). Customer acknowledges and agrees that the rights and obligations of West under the Agreement are assumed by Company as of the Assignment Date. As of the Assignment Date, any reference to 'Elite', 'Thomson Reuters', or 'TR' in the Agreement shall mean 'Company'.

The Agreement consists of the following:
• the General Terms and Conditions posted at customer-agreement-usa-122.pdf which are incorporated herein by reference (the "Terms and Conditions"); and
• the attached Fees Schedule
By signing the Agreement in the space provided below, the parties agree to be bound to the terms of the Agreement including the Terms and Conditions incorporated herein by reference and Fees Schedule attached hereto.

West Publishing City of Orange
Signature Signature
Name (Print) Name (Print)
Title Title
Date Date

Customer Contact Information:

Project contact and telephone number:

Name:

Telephone:

Email:

Invoices to be addressed to:

Name:

Telephone:

Email:

Customer's Securelink Contact:
- Name:

Telephone:

Email:

THOMSON REUTERS

CUSTOMER INFORMATION
Customer City of Orange

OFFER INFORMATION - CONFIDENTIAL
Fees Schedule Date August 21, 2023 Sales Agent Kevin Arredondo Pricing Valid Date 90 Days from Fees Schedule Date

FEES SCHEDULE
License Fees
Total Annual Maint
ProLaw
8 Seat License
ProLaw Enterprise Front Office License - NET 7,624.00 1,524.80 Case Management
DMS Integration Docketing
Document Assembly | Document Management
Marketing | Records Management
Task Management | Relationship Management
Time Entry | Drag & Drop Customization
Conflicts | Groupware Integration
Contact Management | ProLaw Reporting
(powered by Microsoft SQL Reporting Services)
License Fees Total 7,624.00 1,524.80
Hourly Services Estimate
Hours Total
ProLaw Core
Front Office 131.00 36,025.00
Application Training
Project Scoping and Plan Development
Consulting, Configuration and Setup
Hourly Services Estimate Total 36,025.00
Hours: 131.00
Fixed Fee Services
Total
Product Overview
Front Office 2,200.00
Fixed Fee Services Total 2,200.00

System Total 45,849.00 USD
License Fees Total 7,624.00
Hourly Services Estimate Total 36,025.00
-
Fixed Fee Services Total 2,200.00
Annual Maintenance Charge Total 1,524.80 USD

Endnotes
Il Software (including Elite Software, Subscription Software, and Third Party Software) and future Updates are provided electronically t ustomer with the exception of Microsoft Software which is physically shipped to Custome! Microsoft is a third party beneficiary of this Agreement to the extent it applies to the license of Microsoft software. Microsoft disclaims all warranties and liabilities (whether direct, indirect, incidental or consequential), to the maximum extent allowed by governing law, arising from the use or installation of a Microsoft product provided hereunder.

Elite will not provide any software except as expressly listed herein. Any software required to comply with the PSR that is not listed herein, is the responsibility of Customer.

Elite Mobile
This Fees Schedule does not include Elite Mobile software or installation. Should Customer require Elite Mobile implementation in the future, it is available under an addendum to the Agreement for an additional fee.

Conversion
Conversion services to convert Customer's existing data to the form needed for use with the Software are not included. Elite can provide pricing for such data conversion services on request.

Services
All services provided by Elite will be performed remotely. Customer and Elite must agree in advance to Elite's performance of any onsite services. In addition to Fees for hourly services performed onsite, Customer will be invoiced associated travel time for such onsite services at 50% of the hourly services rate set forth in this Fees Schedule. Travel expenses are reimbursable and payable according to the terms of the Agreement.

Customer acknowledges and agrees that the Hourly Services Esimate is merely an estimate. Incremental hours above and beyond the Hourly Services Estimate will be invoiced at Elite's standard hourly rate.

Other than services related to Live Operation, if Customer requests Services be performed outside the hours of 8:00am to 5:00pm (where the service person who performs the service is located) Elite may bill a higher hourly rate. Elite will obtain Customer's prior authorization to bill at the higher rate. In the event Customer requests a specific third party resource to perform any portion of the Services outlined in this Fee Schedule, Change Order, or in a Project Document or SOW, then Elite reserves the right to increase the hourly service rate for that resource by 20%. If Customer requires a specific third party resource to perform any portion of the fixed fee services, then Elite reserves the right to increase a pro-rata portion of the fixed fee services by 20%.

The fees listed herein are based upon similar sized customers and the Software listed in the Fees Schedule and are for implementation of the Software on a single production instance (including the test instance unless otherwise noted). Implementation of, or Maintenance Services related to, additional instances (e.g,, training, hot-site, etc.) will be at an additional fee.

Software Access
Gatekeeper (SecureLink VSN (Virtual Support Network)) (hereinafter "Gatekeeper"), which is developed and supported by Securelink, Inc. ("Securelink, Inc."), is Elite's exclusive method for connecting to Customer (for the provision of any implementation services or maintenance/support services), except as otherwise provided below.

Gatekeeper is provided to Customer by Securelink, Inc. under license. Securelink, Inc. is solely responsible for Gatekeeper. ELITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GATEKEEPER. ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

Should Customer opt not to install Gatekeeper, Elite will connect to Customer's Elite software/subscription using WebEx or a similar tool at no charge to Customer.

Hardware
Customer is responsible for purchasing all hardware and third party software required to run the Software. At Customer's request, Elite will discuss hardware specifications with Customer's third party hardware vendor.

Payment Terms
Pricing listed herein is exclusive of taxes and duties which will be determined at time of sale. Customer will receive invoices based on the below terms. Depending on the product and the taxable jurisdiction, applicable taxes may be included. Exemption and direct pay tax certificates should be provided with the signed agreement. Payments made prior to invoices being generated should be avoided, unless agreed upon in advance. Contact the [email protected].

License Fees
100% of the License Fees will be invoiced upon the Effective Date.

Annual Maintenance Charge
Invoiced upon Installation.

Hourly Service Fees
Invoiced monthly as performed. All reimbursable costs will be invoiced monthly from Elite.

Fixed Fee Services
50% will be invoiced upon the Effective Date. 50% invoiced upon completion of Services. All reimbursable costs will be invoiced monthly If Customer cancels a service date less than ten (10) days prior to its scheduled date, any non-refundable travel expenses associated with such cancellation will be charged to Customer. Service dates that are cancelled by Customer less than ten (10) business days prior to its scheduled date will be invoiced to Customer at 50% of Elite's price.

Should Customer delay their Services one (1) year beyond Effective Date, Elite reserves the right to adjust Customer's Service Fees to Elite's then current service rate.

THOMSON REUTERS

CUSTOMER AGREEMENT

CUSTOMER AGREEMENT
Software by Elite or its subcontractors as a result of

1. Scope of Agreement. Professional Services.

Elite and Customer intend that this Agreement shall operate as "Data Protection Legislation" shall mean legislation relating to a master agreement and, except to the extent expressly an individual's right to privacy with respect to the processing provided otherwise, this Agreement shall govern the provision of PIl which is applicable to a party from time to time. of all products and services by Elite to Customer during the term of this Agreement. Elite and Customer may from time to "Disclosing Party" shall mean a party who discloses time enter into addenda (with main Fees Schedules attached) Confidential Information, and a party's Affiliates who disclose to this Agreement to add products and services as well as any Confidential Information. other applicable terms and provisions.
"Documentation" shall mean the documentation (provided in This Agreement includes the following schedules, exhibits, electronic form with the Software) that sets out the operating addenda which are attached hereto and descriptions for the Software and provides instructions for end incorporated herein by this reference: users on use of the Software. The Documentation does not include any representation, warranty or condition made by a • Software and Fees Schedule ("Fees Schedule") representative of Elite which is in addition to or inconsistent Maintenance Addendum with the Documentation.
• Service Level Agreement
"Effective Date" shall mean the date the Customer signs the Agreement.
"Elite Competitor" shall mean a third party that is regularly Customer hereby represents and warrants that it has authority engaged in the business of developing or marketing software to bind the Affiliates to such provisions. that performs the same or similar functions as one or more of the modules of the Elite Software implemented by Customer.

2. Definitions.
"Elite Data" shall mean any information, data or other content

2.1 Definitions. As used in this Agreement, the following terms of Elite or its Affiliates or their third party licensors made shall have the meanings set forth below: available to Customer through the Software. "Affiliate" shall mean any entity that is directly or indirectly "Excluded Item" shall have the meaning set forth in Section 7.2. controlling, controlled by or under common control of a party; provided, however, that with respect to Customer, an Affiliate "Fees" shall mean License Fees, Service Fees, Subscription may not include an Elite Competitor. Fees and Annual Maintenance Charges. "Annual Maintenance Charge" shall have the meaning set forth "Initial Term" shall have the meaning set forth in Section 10.1.1. in Section 3.2 of the Maintenance Addendum.
"Installation" shall mean the installation of the unmodified "Confidential Information" shall mean information in any form, Software by Elite in Customer's environment following whether oral or written, of a business, financial or technical Customer's verification that the environment conforms to the nature which the recipient reasonably should know is PSR and prior to any customization or configuration of the confidential and which is disclosed by a party in the course of Software. this Agreement, but excluding the information listed in Section

5.2. For the avoidance of doubt, Elite's Confidential "Intellectual Property Rights" shall mean database rights, Information shall include the Software, Documentation and design rights, moral rights, the rights in and to patents.

Elite Data. trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or "Customer Materials" shall mean data, information, software, forms of protection of a similar nature or having similar or or other materials provided to Elite by or on behalf of equivalent effect which may subsist anywhere in the world Customer, which Elite is required to use, access, convert, now existing or hereafter arising. configure, modify or host in connection with this Agreement. "License Fees" shall mean the fees for the Software set forth in "Customer Personal Data" shall mean the Personally the Fees Schedule.

Identifiable Information made available by, or on behalf of, Customer and accessed or processed by Elite in connection "Live Operation" shall mean the first date when Customer with this Agreement. commences production use of any of the Elite Software. "Customizations" shall mean customizations, configurations or "Named User" shall mean an individual employee of Customer other modifications made in or to the application layer of the authorized by Customer to use the Software, regardless of Rev. January 2022 USA Page 1 of 13

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whether the individual is actively using the Software at any A "User" or "Seat" is defined as an active log-in or concurrent given time. The Fees Schedule will set forth the number of active log-in or concurrent user of the Software. References in Named Users allowed and each Named User must be this Agreement to "Users) shall include "Seats)". registered with Elite and have a unique log-in.
"Warranty Period" shall mean the ninety (90) day period "Personally Identifiable Information" or "PIl" shall mean following Live Operation (or such longer period as may be set personal data (as such term is defined in Data Protection forth in the Fees Schedule), except that with respect to Legislation) accessed or processed in connection with this Subscription Software only, the Warranty Period shall begin on the first day of the Initial Term.
"Production Server" shall mean the server(s) on which the "Written Deliverables" shall mean technical specifications, production instance of the Software operates. design documents, and any other documents provided by Elite or subcontractors as a result of Professional Services. "Professional Services" shall mean the implementation,
conversion, training or other services to be provided by Elite 3. Fees and Payment. or its subcontractor under this Agreement. For the avoidance of doubt, Professional Services shall not include Maintenance 3.1 Fees. The Software, Professional Services and Maintenance Services are listed in the Fees Schedule attached hereto. Customer agrees to pay Elite the Fees set forth in the "Project Documents" shall mean a project plan, statement of Fees Schedule as provided in this Agreement. change order or addendum executed by the parties that
describes Professional Services to be performed hereunder. 3.2 Payment of Fees. All invoices are due thirty (30) days from date of receipt of invoice. In the event that Customer in good "PSR" shall mean the current Product System Requirements faith disputes all or any portion of any invoice that Elite submits document applicable to the version of the Elite Software in use to Customer, Customer may withhold such amount but, in such by Customer. case, shall notify Elite in writing of the amount disputed and its reason for disputing such amount within thirty (30) days of "Receiving Party" shall mean a party, or a party's Affiliates, receipt of an invoice and shall immediately pay any amount who receives Confidential Information from the Disclosing which is undisputed. Elite may withhold, suspend and/or delay Party. delivery of Software, Professional Services or Maintenance Services upon prior notice if Customer fails to comply with this "Service Fees" shall mean the fees payable to Elite for Section 3.1. Invoices may be delivered by electronic mail or Professional Services. other electronic means to Customer and Customer hereby consents to such delivery.
"Software" shall mean the software listed in the Fees Schedule.

The Software consists of software owned by Elite ("Elite 3.3 Payment of Taxes. The Fees are exclusive of taxes, and Software"). If indicated on the Fees Schedule, the Software Customer will also pay applicable taxes and duties (including also includes software that is owned by third parties that is withholding taxes, value added tax (VAT), or other taxes but sublicensed by Elite to Customer pursuant to this Agreement excluding income taxes imposed on Elite). Customer will under rights granted by third parties to Elite ("Third Party provide to Eservicelite written evidence of any withholding tax Software"). Software includes Subscription Software, which paid by Customer or any tax exemption on which Customer Subscription Software may be either Elite Software or Third wishes to rely. If Customer is obliged to withhold or deduct Party Software as indicated in the Fees Schedule. For the any portion of the Fees, then Elite shall be entitled to receive avoidance of doubt, Software shall not include any software as from Customer such amounts as will ensure that the net a service provided by Elite. receipt, after tax and duties, to Elite in respect of the Fees is the same as it would have been were the payment not subject "Subscription Fees" shall mean the fees for the Subscription to the tax or duties.

Software set forth in the Fees Schedule.

3.4 Reimbursement of Expenses. All reimbursable costs
"Subscription Software" shall mean the software listed under consisting of but not limited to reasonable travel, the Subscription Software section of the Fees Schedule. accommodation and related incidental expenses are the responsibility of Customer and will be invoiced monthly and "Subscription Term" shall be as defined in Section 10.1.1. due thirty (30) days from date of issuance of invoice; provided however, that any individual expense item that exceeds $500 "Timekeeper" shall mean any person whose time is entered shall be subject to Customer's prior approval, not to be into the database accessed by the Software and who enters unreasonably withheld or delayed. Elite will provide copies of time of at least ten (10) hours per month on an annualised receipts for expenses that exceed (USA) $50.00 upon request basis. of Customer.

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4. License. confidentiality agreement with Customer or Elite which prohibits such third party from disclosing the Software or using

4.1 Grant of License and Delivery. it for any other purpose; provided, that such third party may not include any Elite Competitor. Customer shall not transfer,

4.1.1 Grant of License - Software. In consideration of the sublicense or otherwise assign its rights in the Software to any applicable License Fees payable hereunder, Elite hereby third party except pursuant to an assignment of this Agreement grants to Customer, and Customer hereby accepts from Elite, pursuant to Section 13.7. subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable (except as provided in Section 4.2.3 Software may not be copied, duplicated or otherwise

13.7) right and license to use object code copies of the reproduced, in whole or in part, except that Customer may Software (including the Documentation), which Software Elite make copies for back-up purposes as necessary. Customer shall deliver to Customer. For purposes of this Section 4.1.1 may reproduce the Documentation for internal use only only, Software shall not include Subscription Software. Customer shall reproduce and include the copyright notice indicating Elite's, or the respective third party's, ownership on

4.1.2 any copy or portion of the Software or Documentation. consideration of the applicable Subscription Fees payable hereunder, Elite hereby grants to Customer, and Customer 4.2.4 Customer shall not attempt, by decompilation, reverse- hereby accepts from Elite, subject to the terms and conditions engineering, disassembly, or any other method, to create or of the Agreement, a nonexclusive, nontransferable (except as derive the source programs or any part thereof from the object provided in Section 13.7) right and license to use object code program or from other information made available under this coples of the Subscription Software (including Agreement.

Documentation) solely during the applicable Subscription Term, which Subscription Software Elite shall deliver to 4.2.5 Customer may not use the Elite Data outside of the Customer. The foregoing license shall end upon expiration or Software except that Customer may output the Elite Data in termination of the applicable Subscription Term. reports created. via the Software. Notwithstanding foregoing, in no event may Customer integrate the Elite Data

4.1.3 Elite Data. In the event that Elite makes available to into Customer's proprietary systems or other applications, Customer any Elite Data, Customer may access and read such including any other applications licensed from Thomson Elite Data solely within the Software during the applicable Reuters, or download, store or use the Elite Data in an archival license term of the Software and solely for Customer's internal database or other searchable database. In addition, Customer business purposes. shall not copy, download, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate,

4.1.4. Elite may make available to Customer an open API to circulate, sell, resell, upload or otherwise use the Elite Data, or achieve interoperability between the Software and any other any portion of the Elite Data, in any form or by any means, software applications or technology, which Customer may use except as expressly provided herein. Customer shall not sell, where applicable, subject to Elite's then current fees (if any) for license or distribute Elite Data to third parties (other than in such APls. connection with a transfer of the Software in accordance with Section 13.7) or use Elite Data as a component of or as a basis

4.2 Restrictions on Use. for any material offered for sale, license or distribution.

4.2.1 If a total number of Timekeepers or Users is indicated in 4.2.6 Export Control and Sanctions. In the event that the Fees Schedule for the Software, then the Software may not Customer exports or re-exports the Software, Customer will be be used by Customer to process information for more than responsible for complying with all applicable export and import such specified number of Timekeepers or Users, as applicable. laws, rules and regulations. Customer will not obtain, retain, If the Fees Schedule indicates that the Software is licensed on use, transfer, provide or allow access to the Software to any a Named User basis, then the license granted herein is limited Affiliate or third party or end user in a manner that may breach to use by the Named Users. Concurrent usage or sharing of a any applicable economic sanctions laws and regulations for Named User log-in by multiple users is not permitted and any jurisdiction, including the United States of America and the Customer is responsible for ensuring that the Named Users are European Union and its Member States. Customer warrants maintained for the Software and that all actual users are that neither it nor any Affiliate to which Customer provides or licensed Named Users. However, Customer can transfer a log- allows access to the Software is or is affiliated with a specially in from one Named User to another Named User by notifying designated or sanctioned entity under any of those laws and Elite of the new Named User. that, in any transaction relating to Thomson Reuters, it will not involve sanctioned parties, including without limitation through

4.2.2 Customer may not use the Software to provide data the use of bank accounts at banks that are sanctioned parties. management or processing services for third parties nor allow third parties to use the Software except that, subject to Section

4.2.1, Customer may allow use of the Software by
subcontractors and other third-parties authorized by it to use 5.1 Non-disclosure. The Receiving Party agrees to: (i) protect the Software to the extent necessary for such third party's the Disclosing Party's Confidential Information using the provision of services to Customer if such third party executes a same standard of care the Receiving Party uses to protect its Rev. January 2022 USA Page 3 of 13
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own Confidential Information (which shall be no less than a contact for the Professional Services to be provided hereunder. reasonable degree of care), and (i) will not disclose any part Each party shall be responsible for ensuring that its Project of it to any third party except to its Affiliates, consultants and Manager dedicates sufficient time to fulfill that party's third-party contractors (including financial advisors, respective obligations under this Agreement. Customer accountants and attorneys) (collectively, "Representatives") acknowledges that a change of Project Managers by Customer who are acting on behalf of the Receiving Party and are may result in delays in the Professional Services. bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially 6.4 Customizations and Written Deliverables shall be deemed similar to those contained in this Agreement; provided, incorporated into the Elite Software for the purposes of the however, that in no event may Customer's Representatives provisions of the Agreement regarding intellectual property include an Elite Competitor. If a Receiving Party is legally ownership, license, restrictions on use, confidentiality and compelled to disclose the Disclosing Party's Confidential infringement indemnification but not for purposes of Information, the Receiving Party shall (a) provide prompt Maintenance Services. notice (if legally permissible) to the Disclosing Party so that the Disclosing Party can seek a protective order or other Non-solicitation of Employees. Customer agrees that appropriate remedy, and (b) limit any such disclosure to the during the term applying to Professional Services, extent of the legal requirement and the disclosed information twelve (12) months thereafter, it will not, without the prior written consent of Elite, directly or indirectly employ or engage or solicit for employment or engagement any employee of Elite;

5.2 Exceptions. These obligations of confidentiality do not provided that Customer shall not be in breach of this Section apply to information which: (a) is or becomes (through no act 6.5 if such employment results from a response to a general or omission of the Receiving Party, generally available to the public advertisement or talent search public; (b) becomes known to the Receiving Party or any of engagement not specifically targeted at the relevant employee. its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with 6.6 Elite will provide the Professional Services in accordance respect to that information; (c) was lawfully in the possession with applicable laws and regulations. In providing Professional of the Receiving Party or any of its Affiliates prior to such Services on Customer's premises, Elite will comply with disclosure; (d) is independently developed by the Receiving Customer's reasonable security, health and safety, and Party or any of its Affiliates; or (e) the Disclosing Party agrees confidentiality procedures that are provided to Elite in advance is not confidential or may be disclosed, to the extent of that in writing. concepts, know-how
relating to the installation, configuration, 7. Warranties and Remedies. implementation, customization, enhancement, modification or improvement of the Software will be deemed Elite 7.1 Software Warranty. Elite warrants that during the Warranty Period, the Software will substantially conform to the Documentation when operated in the environment specified by

6. Professional Services. Elite in the PSR.

6.1 Description of Professional Services. Any Professional 7.1.1 Professional Services Warranty. Elite warrants that (i) Services to be provided by Elite to Customer are set forth in the it will provide the Professional Services set forth in this Fees Schedule. A detailed breakdown of those services may Agreement or a Project Document hereunder consistent with be set forth in a separate Project Document. Elite has no industry standards and in accordance with this Agreement or obligation to provide Professional Services except as the applicable Project Document, and (i) that any specifically set forth in this Agreement or a Project Document. Customizations provided hereunder will conform in all material respects to the specifications for such Customizations
Customer Obligations. When Elite performs any contained in this Agreement or identified in a Project Document Professional Services at Customer's facility, Customer shall be for a period of ninety (90) days following the first date of responsible for providing a safe and appropriate work space production use of such Customizations. and access to all equipment, materials and related resources that may be reasonably required by Elite for timely performance 7.2 Exclusions. Elite will not be responsible to the extent that of its obligations under this Agreement. Customer will make the Software or Customizations fail to operate as warranted nor remote access to the Software available, using the current Elite for any other breach or non-performance hereof due directly approved remote access method(s), in order to allow Elite to or indirectly to one or more of the following "Excluded Items:" provide Professional Services hereunder. Customer shall (1) the failure of software not provided by Elite (for example, provide to Elite, in a timely manner, any information, operating system software) to perform in accordance with its feedback or approvals that are the specifications, (2) failure of hardware to perform in accordance responsibility of Customer. with its specifications, (3) Customer's negligence or fault, (4) Customer's failure to follow the instructions set forth in the

6.3 Project Managers. Each party shall inform the other of the Documentation (5) Customer's failure to comply with the PSR, individual appointed to serve as its project manager ("Project (6) material changes in the operating environment not Manager"). The Project Managers shall serve as the primary authorized by Elite, (7) modifications to or changes in the Rev. January 2022 USA Page 4 of 13

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Software not made by Elite, including without limitation those 7.4.4 Refund Upon Termination - Subscription Software. made by Customer using tools provided by Elite, (8) failure of Upon termination by Customer pursuant to this Section 7.4 services provided by a third party engaged by Customer, or (9) Customer will receive a refund of the Subscription Fees paid Customer's failure to implement, maintain and validate a upon Customer's compliance with Section 10.5. proper and adequate backup and recovery system for the Elite database or user files. It is Customer's responsibility to 7.5 Exclusive Remedies. The remedies in this Section 7.4 are implement, maintain and validate a proper and adequate Customer's exclusive remedies and are in lieu of all other legal backup and recovery system. If a reported failure or breach is or equitable remedies and all liabilities or obligations on the part caused by an Excluded Item, Elite reserves the right to charge of Elite for damages arising out of, relating to, or in connection Customer for its work in investigating such failure or breach. with Elite's breach of the warranties set forth in this Section 7 Customer may thereafter engage Elite at its discretion to assist or performance of the Software or Professional Services under Customer in resolving such failure or breach on a time and this Agreement or a Project Document. materials basis.

8. Indemnification.

7.3 THE LIMITED WARRANTIES IN SECTIONS 7.1 AND 8.1
ARE EXCLUSIVE AND IN LIEU OF ALL OTHER 8.1 Infringement Claims. Elite represents and warrants that it WARRANTIES. ELITE MAKES NO OTHER WARRANTY, has sufficient right and interest to grant the rights herein. At its EXPRESS OR IMPLIED. ALL OTHER WARRANTIES sole expense, Elite shall defend, indemnify and hold Customer CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE harmless from any third party claim that the Software in the OR COMMON LAW INCLUDING, WITHOUT LIMITATION, form delivered by Elite infringes the Intellectual Property Rights WARRANTIES OR OTHER TERMS AS TO SUITABILITY, of a third party, including paying any judgment, attorney fees, MERCHANTABILITY, SATISFACTORY QUALITY AND costs and expenses associated with such claim, except if the FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED claim results from: (a) the combination of all or part of the TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE Software with other products or technology not supplied by Elite; (b) modification of all or part of the Software other than by Elite or its subcontractors; (c) use of a version of the

7.4 Remedies. Customer shall have the following remedies: Software after Elite has notified Customer of a requirement to use a subsequent version; or (d) Customer's breach of this

7.4.1 Services Warranty Remedy. To the extent permitted by law and subject to Section 7.2, Customer's sole remedy for Elite's material breach of Section 7.1.1 or its Professional 8.2 Without limiting its obligations under Section 8.1, in the Services obligations under this Agreement or a Project event a claim of infringement or misappropriation is made Document will be to have Elite reperform the defective services against Elite or Customer with respect to the Software, Elite, and correct the defective Customizations so that they conform for the purpose of settling such claim, may, at its option, in to the warranties provided herein. If Elite is unable after a respect of such allegedly infringing Software:
reasonable time to provide conforming services or
Customizations, and the Professional Services or substitute fully equivalent non-infringing software; or Customizations relate to the initial implementation of the modify such Software so that it no longer infringes but Software, Customer may terminate the Agreement pursuant to remains functionally equivalent. this Section 7.4 if such defective Professional Services or Customizations cause the Software to fail to conform to the If, as a result of such claim, Customer or Elite is permanently warranties provided in Section 7.1. enjoined from using the Software by a final, non-appealable decree from a court of competent jurisdiction, Elite will take one

7.4.2 Software Warranty Remedy. Subject to Section 7.2, in or both of the actions set forth in (i) and (i) above or will obtain the event that Elite materially breaches Section 7.1.1 or its for Customer at Elite's expense the right to continue to use the Software obligations under this Agreement prior to or during Software. If none of these options can be accomplished in a the Warranty Period, Customer may terminate this Agreement reasonable time or are not commercially reasonable, Elite will as provided in this Section 7.4.2. No termination shall occur refund to Customer the License Fees paid as amortized over a unless Customer has given written notice in accordance with sixty (60) month period from Live Operation upon return of the Section 13.3 hereof to Elite specifying the breach in reasonable Software, and, with respect to Subscription Software, Elite will detail, and Elite fails to cure the breach, or to submit, to refund the unused prepaid portion of the Subscription Fees, if Customer's reasonable satisfaction, a plan for cure, within any, upon return of the Subscription Software. ninety (90) days of receipt of such notice. Upon such
termination, Elite shall provide a refund as provided in Section 8.3 Elite's obligation to indemnify Customer pursuant to this

7.4.3. Section 8 is contingent upon Elite being given prompt notice and control of, and detailed information with regard to, any such Refund Upon Termination. Upon termination by claim, suit or proceeding. Customer shall have the right to Customer pursuant to this Section 7.4, Elite will refund to participate at its own cost in the defense of any such claim or Customer all License Fees received by Elite as of the date of action through legal counsel of its choosing. Customer shall not termination upon Customer's compliance with Section 10.5. settle any such claim or action without Elite's prior written consent.

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10. Term and Termination.

8.4 This Section 8 contains the entire warranty by Elite and the exclusive remedies of Customer with regard to any claimed 10.1 This Agreement is effective from the Effective Date and infringement arising out of or based upon the Software. continues until terminated as provided herein. Termination of the Maintenance Addendum and/or a Subscription Term by

9. Limitation of Liability and Exclusion of Consequential either party shall not terminate this Agreement. or Incidental Damages.

10.1.1 Subscription Term. The initial subscription term for the

9.1 Unlimited Liability. The limits on liability in Section 9.2 Subscription Software shall commence on the date specified in and Section 6.3 of the Maintenance Addendum do not apply the Fees Schedule (and if no date is specified, on the Effective to: (a) a party's fraud, fraudulent misrepresentation, willful Date) and shall continue for the period indicated in the Fees misconduct, or conduct that demonstrates a reckless disregard Schedule (the "Initial Term"). The subscription shall thereafter for the rights of others; (b) negligence causing death or automatically renew for successive one (1) year terms unless personal injury, (c) Elite's indemnification obligations under either party gives notice of termination no later than thirty (30) Section 8.1, (d) Elite's infringement of Customer's Intellectual days prior to the end of the then-existing term (the "Renewal Property Rights in the Customer Materials, (e) Customer's Term"). The Initial Term together with any Renewal Terms) infringement of the Software, Documentation or Elite Data, or shall be the "Subscription Term." Elite reserves the right to (f) Customer's liability to pay the Fees and any amounts Elite increase the Subscription Fees for Renewal Terms. would have charged for use of the Software beyond the usage restrictions granted under the Agreement. Nothing in this 10.2 Either party may terminate this Agreement in the event Agreement limits liability that cannot be limited under law. In of the other party's material breach if such breach has not been addition, Section 9.2 shall not apply to liability arising out of or cured within ninety (90) days following written notice from the relating to the Maintenance Addendum, which includes a non-breaching party. separate liability cap.

10.3 In addition, Customer may terminate this Agreement for Liability Cap. Each party's aggregate liability to the convenience at any time on thirty (30) days notice, provided, other for Damages (in contract, tort including negligence or however, in such event, to the extent that the License Fees, otherwise) arising out of or in connection with the Agreement and the Subscription Fees for the initial or then-current will not exceed the License Fees and/or Services Fees paid by Subscription Term, have not been paid in full, such fees Customer to Elite for the applicable Software and/or become due in full upon such termination and Customer will Professional Services which forms the basis for the claims); also pay for all Professional Services rendered up to the provided, however, that with respect to liability arising out of or effective date of such termination. relating to an amendment or addendum under this Agreement entered after the Effective Date, such liability shall not exceed 10.4 Elite may, with notice, terminate a product or service in the fees paid pursuant to such amendment or addendum. For whole or in part, or modify it or the terms on which it is the purposes of this Section 9.2 only, "License Fees" shall provided, if all or part of that product or service: (a) depends include any Subscription Fees paid in the one year period on an agreement between Elite or an Affiliate of Elite and a preceding the claim. third party, and that third party agreement or the third party's materials or other input is modified or terminated; (b)

9.3 Exclusion of Certain Damages. Neither party will be liable becomes illegal or contrary to any law, regulation, guideline for any: (a) indirect, or or request of any regulatory authority; (c) becomes subject consequential damages arising out of or in connection with the to a claim or potential claim that it infringes or violates the Agreement; (b) loss of data (except that to the extent caused Intellectual Property Rights of any third party; or (d) is no by Elite, Elite shall be liable to restore Customer's data from longer made available generally to Elite's customers. Elite any back-ups made available to Elite by Customer); or (c) loss will endeavor to provide Customer with reasonable prior of profits (except with respect to the Fees); even if such notice of any such termination or modification, but may not be damages or losses in (a)-(c) could have been foreseen or able to do so if the triggering event is under the control of a prevented third party.

10.5 Upon the termination of this Agreement for any reason, Customer's license and right to use the Software or any part thereof shall end immediately unless the applicable License Fees have been paid in full (and are not subject to refund hereunder) and Customer shall return to Elite the Software and any other documents, manuals, data, information or materials furnished by Elite, as well as any copies thereof and shall destroy any embodiments of these materials stored in or on a reusable electronic or similar medium, including but not limited to memory, disk packs, tape, and other peripheral devices, and document in writing such destruction. Upon termination of the Subscription Term, if any, Customer's license and right to use Rev. January 2022 USA Page 6 of 13

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the Subscription Software or any part thereof shall end 13. Miscellaneous. immediately and Customer shall return to Elite the Subscription Software and any related materials and destroy any 13.1 Waivers and Limitation of Actions. No delay or omission embodiments of such materials. in the exercise of any power or remedy available hereunder shall impair or affect either party's right to the exercise thereof.

11. Intellectual Property. No action, regardless of form, arising out of the transactions contemplated herein may be brought by either party more than

11.1 Customer acknowledges that the Software, one (1) year after the cause of action has accrued. For the Documentation and Elite Data constitute a valuable proprietary purpose of this Section 13.1, an action by Elite for monies due product and trade secret of Thomson Reuters embodying from Customer shall accrue on the last date of supply of substantial creative efforts and confidential information, ideas, services or products by Elite hereunder. and expressions. As such, title to the Software, Documentation and Elite Data and any copies, modifications, alterations or 13.2 Force Majeure. If either party shall be delayed in its derivative works thereof, and title to any existing or future performance of any obligation hereunder or be prevented Intellectual Proprietary Rights embodied therein shall vest entirely from performing any such obligation due to causes or and/or remain exclusively with Elite and the third party owners events beyond its control, including without limitation any act of thereof. Customer acknowledges that there is no transfer of God, terrorism, fire, strike or other labor problem, present or title or ownership of the Software, Documentation or Elite Data future law, government order, rule or regulation, such delay or to Customer and all rights not expressly granted in this excused and the time for Agreement are reserved by Elite. Customer will not remove performance shall be extended to include the period of such or conceal any proprietary rights notice in the Software or delay or non-performance. If such circumstances prevent or Documentation, and will include such notices on any copy it such party from being able to perform its material is permitted to make. obligations under this Agreement for more than 30 days, the affected party may terminate this Agreement upon notice to the

11.2 Customer Materials and Feedback. other party.
acknowledges that, as between the parties, all Intellectual Property Rights in the Customer Materials are owned by 13.3 Notices. All notices under the Agreement must be in Customer or licensors to Customer. Elite may collect and use writing and sent by email (except for notices of breach of the (but not disclose) information related to Customer's use of the Agreement which may not be sent by email) or mail, courier, Software or Professional Services for customer and technical fax or delivered in person at the addresses indicated above (or support, to monitor performance quality, Customer pricing and at such other addresses as shall be given in writing by either of feature usage, for regulatory and third party compliance the parties to the other). purposes, to monitor compliance with the terms of this
Agreement, and to recommend additional products or services. 13.4 Invalid Provision. If any part of the Agreement that is not Additionally, Elite may collect, use and disclose information fundamental is illegal or unenforceable, it will be deemed related to Customer for other purposes, such as to test, modified to the minimum extent necessary to make it legal and develop, improve and enhance its products and services or to enforceable. If such modification is not possible, the part will be provide aggregated information across all customers using the deemed deleted. Any such modification or deletion will not Software, so long as such information is not identifiable to affect the validity and enforceability of the remainder of the Customer or any individual. If Customer provides Elite with any feedback on Elite products and services, Customer
grants Elite and its Affiliates the right to use it to develop its 13.5 Governing Law. The Agreement and any dispute or claim services and products and to create and own derivative works arising out of or in connection with the Agreement will be based on such feedback. governed by and construed in accordance with the laws of the State of New York, without giving effect to the State of New

12. Data Privacy. York's conflict of laws rules to the extent those rules would require applying another jurisdiction's laws. Each party hereby The parties agree that the terms of the Customer Data consents to the non-exclusive jurisdiction of the federal and Processing Addendum ("DPA") available at http://tr.com/data- state courts of the State of New York to settle all disputes or processing-addendum shall apply to the extent Thomson claims arising out of or in connection with the Agreement. This Reuters Processes Customer Personal Data (as those terms Agreement shall not be governed by or construed by the United are defined in the DPA), in which case the DPA is hereby Nations Convention on Contracts for the International Sale of incorporated into the Agreement by this reference. Customer Goods. confirms that any data or information it provides or makes available to Thomson Reuters has been collected and 13.6 Dispute Resolution. The following procedures will be disclosed in compliance with all applicable laws and adhered to in all disputes arising under this Agreement, regulations. When using the Services or accessing Thomson provided, however, that nothing in this Section 13.6 shall limit Reuters' systems or any other Information held by Thomson either party's right to seek equitable relief for breach by the Reuters, Customer shall not input, upload, maintain or disclose other party of Sections 4 or 5 hereof:
any irrelevant or unnecessary Information about individuals.

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13.6.1 Informal Resolution Procedure. The aggrieved party reorganization, merger, acquisition or divestiture of Elite or any shall notify the other party in writing of the nature of the dispute similar business transaction. as possible about the deficient
performance of the other party. 13.7.2 Any assignment in violation of this Section 13.7 shall be representatives of each party ("Designated Representatives") null and void. This Agreement shall be binding upon shall meet in person or by telephone within five (5) business respective parties hereto and their successors and permitted days of the date of the written notification to reach assignees. agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. If the Designated 13.8 Changes in Ownership. If Customer acquires, merges Representatives are unable to agree on corrective action, with or is acquired by another company such that the other Customer's senior partner or executive and Elite's managing company, as a result of the transaction, is or would be entitled director shall meet in person or by telephone to facilitate an to use or receive the software or services under this agreement. If the parties cannot resolve the dispute or agree Agreement, Elite shall be entitled to revise the Fees to account upon a written plan of corrective action to do so within fifteen for the subsequent increased size of the firm or value derived days of the initial written notification, or if the or scope of use within the terms of the applicable license. agreed-upon completion dates in a written plan of corrective action are exceeded, the parties will submit the matter to 13.9 No Partnership or Agency. Nothing in this Agreement is arbitration as provided below. intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the

13.6.2 Arbitration. The parties shall submit any dispute arising other, and neither party shall have authority to act in the name under or relating to this Agreement, including but not limited to or on behalf of or otherwise to bind the other in any way the formation of this Agreement or the breach thereof of the (including but not limited to the making of any representation or Software or Services provided or to be provided hereunder, warranty, the assumption of any obligation or liability and the that the parties cannot resolve by the procedure set forth in exercise of any right or power).

Section 13.6.1 to binding arbitration in accordance with the then prevailing Commercial Arbitration Rules of the American 13.10 Third Party Rights. This Agreement is made for the Arbitration Association. Any arbitration shall take place in Los benefit of the parties to it and (where applicable) their Angeles before one arbitrator who shall be experienced in the successors and permitted assigns, and is not intended to subject matter of the dispute. The arbitrator shall have no benefit, or be enforceable by, anyone else except as otherwise authority to award punitive damages or to treble or otherwise expressly provided herein. multiply actual damages. Judgment upon any award made in such an arbitration may be entered and enforced in any court Section Headings. The section and subsection of competent jurisdiction. headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

13.7 Assignment. This Agreement, and the rights granted to Customer by this Agreement or any duty or obligation of 13.12 Entire Agreement. The Agreement contains the entire performance hereunder, may not be assigned, sublicensed, or understanding between the parties regarding its subject matter otherwise transferred by Customer, either voluntarily or by and supersedes all prior or contemporaneous agreements, operation of law, except upon compliance with all of the understandings, negotiations, proposals other following conditions: (a) assignment is made to a single representations, warranties, covenants or conditions, verbal or transferee which is a successor to Customer by merger, written, express or implied, in each case relating to such acquisition or dissolution (the "Transferee"), (b) the License subject matter. Each party acknowledges that in entering into Fee and Service Fees have been fully paid to Elite, (c) the Agreement it has not relied on any representations made Customer transfers all copies of the Software and by the other party that are not expressed in the Agreement.

Documentation to the Transferee or destroys any copies not Nothing in this Section shall limit or exclude any liability for transferred, including any copies embodying modifications or fraud or fraudulent misrepresentation. alterations made by Customer, (d) Transferee agrees in writing with Elite to be bound by the terms and conditions of this 13.13 Signature and Amendment. The Agreement is binding Agreement, and (e) Customer gives Elite written notice of such when countersigned by Customer provided that Customer has assignment accompanied by a certificate of compliance with not made any changes to the Agreement. No amendment or clauses (a) and (c) above. modification to this Agreement or to either party's rights or obligations hereunder may be made in any manner (including

13.7.1 Elite may not assign or transfer (by operation of law or without limitation by reference to usage of trade or other regular otherwise) any right or obligation under this Agreement without practice or method of dealing either within the computer Customer's prior written consent, which may industry or between the parties hereto) other than in a writing unreasonably withheld or delayed, except that Elite may, signed by both parties hereto. without Customer's consent, assign this Agreement or any rights granted in the Agreement, in whole or part, either (a) to an Affiliate; (b) in connection with Elite's or an Affiliates' sale of a division, product or service; or (c) in connection with a Rev. January 2022 USA Page 8 of 13

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CUSTOMER AGREEMENT

13.14 Survival. Termination of all or any part of the (Indemnification), 9 (Limitation of Liability and Exclusion of Agreement will not affect a party's respective accrued rights Feminion 10 electual Property to Pray ad 10 (Term anc and obligations. The following clauses will survive termination:

Sections 2 (Definitions), 3.2 (Payment of Fees), 3.3 (Payment 13 (Miscellaneous), along with any others that by their nature of Taxes), 3.4 (Reimbursement of should survive.
(Confidentiality), 7.4 (Remedies), 7.5 (Exclusive Remedies), 8 Rev. January 2022 USA Page 9 of 13

THOMSON REUTERS

CUSTOMER AGREEMENT

MAINTENANCE ADDENDUM
annually in advance. Elite reserves the right to increase the

1. Scope of Addendum. Annual Maintenance Charge for subsequent terms unless otherwise provided in the Fees Schedule. The Annual

1.1 This Maintenance Services Addendum ("Maintenance Maintenance Charge for Subscription Software is included in Addendum") is part of the Customer Agreement between the the applicable Subscription Fee. parties which is incorporated as if fully set forth herein.

4. Maintenance Services.

2. Definitions.

While this Maintenance Addendum is in effect Elite will provide

2.1 Definitions. As used in this Maintenance Addendum, the the Maintenance Services set forth in this Section 4 to following terms shall have the meanings set forth below. Customer:

Capitalized terms not otherwise defined shall have the
meanings set forth in the Agreement. 4.1 Updates. Elite will provide all Updates for the Software that it releases during the term of this Maintenance Addendum "Critical Problem" shall mean a Problem that causes an to Customer at no additional charge. Upon delivery to adverse and material effect on Customer's ability to utilize the Customer the Update will be deemed part of the Software for Software according to the Documentation. Critical Problems which it is provided for purposes of the Agreement; provided, are classified as Urgent or High in the Service Level however, that the provision of Updates pursuant to this Agreement. Maintenance Addendum shall not extend the Warranty Period or create a new Warranty Period. Depending on the complexity "Major Release" shall mean an Update signified by a change of the Update, Elite may offer installation services as part of in the numeral to the immediate right or left of the decimal in Maintenance Services in which event Elite shall be responsible the version number (e.g. v2.6 to 2.7; or 2017.1 to 2018.1) for installing such Update as part of the Maintenance Services being provided in consideration of the Annual Maintenance "Maintenance Services" shall mean the services provided Charge. Elite, however, reserves the right to charge separately pursuant to this Maintenance Addendum as described herein. on a time and materials basis for the installation of more complex Updates such as Major Releases.
"Non-Critical Problem" shall mean a Problem that does not meet the definition of a Critical Problem. 4.2 Remote Support. Elite shall provide remote support during Business Hours for the reporting of Problems and for "Problem" shall mean any failure of the Software to perform in the handling of Customer questions relating to the operation of accordance with the Documentation. Problems are classified the Software. Remote support shall only be provided for the as either Critical Problems or Non-Critical Problems depending Production Server and one copy of the production instance on the impact of such Problem on Customer's operations. used for testing purposes. Elite will provide support for other instances of the Software for an additional fee.
"Updates" shall mean any periodic software releases and any release notes provided by Elite generally to its customers, Response Times. Elite shall respond to Problems as which may include releases to correct Critical or Non-Critical outlined in the Service Level Agreement attached hereto.

Problems in the Software and any enhancements to the
Software that Elite makes generally available to Customers as 4.4 Remote Access. Customer will make remote access to part of Maintenance Services. the Software available to Elite via a remote access method approved by Elite in order to allow Elite to review system

3. Term and Fees. setups, configuration, software (including version) in use, hardware information, Timekeeper and/or User count and

3.1 Term and Renewal. The initial term of this Maintenance other information as necessary for Elite to provide the Addendum shall commence upon Installation and shall Maintenance Services. continue for a period of one year. This Maintenance Addendum shall automatically renew for successive one year terms, 4.5 Customer Obligations. Customer shall insure that Elite's unless terminated by either party by giving the other party thirty personnel are provided with such information under Customer (30) days written notice prior to the end of the existing term. control as is reasonably necessary to enable Elite to comply Notwithstanding the forgoing, with respect to Subscription with its obligations hereunder.

Software, the Maintenance Services are provided only during the Subscription Term. 4.6 Third Party Software. Maintenance Services for the Software will include Maintenance Services for Third Party

3.2 Annual Maintenance Charge. The Annual Maintenance Software for so long as Elite remains an authorized remarketer for such Third Party Software. Should Elite cease to be a remarketer for any of the Third Party Software and thus be terms, the Annual Maintenance Charge shall be payable unable to fulfill the then current annual maintenance term, Elite Rev. January 2022 USA Page 10 of 13

THOMSON REUTERS

CUSTOMER AGREEMENT
will refund the unused portion of the Annual Maintenance Charge for such Third Party Software. In such event Elite will use reasonable efforts to assist Customer in obtaining support for such Third Party Software directly from the owner thereof 6.2 The foregoing remedy is exclusive and is in lieu of all or another authorized provider. liabilities or obligations for damages arising out of or in connection with this Maintenance Addendum. Elite shall have no

5. Exclusions. other liability to Customer whatsoever arising under this Maintenance Addendum.

5.1 Elite's obligations hereunder shall extend only to:

In no event shall Elite's, or its officers', employees',

5.1.1 the latest Update of the most recent Major Release of suppliers', directors', parent's, or subsidiaries', liability to the Software issued by Elite; Customer arising out of or related to this Maintenance Agreement, or the services provided under this Maintenance

5.1.2 the latest Update made to any other previous Major Agreement or any breach of this Agreement, whether based Release, if such Major Release was first issued by Elite within on an action or claim in contract or tort, including negligence, the preceding three (3) years; and strict liability or warranty, except liability for bodily injury,

5.1.3 the Production Server and one copy of the production exceed the Annual Maintenance Charge paid in the then instance used for testing purposes. current year.

Maintenance Services shall not include investigation or 7. General Provisions. resolution of Customizations issues or Problems resulting from Excluded Items. Elite will make assistance to Customer .1 Survival. Sections 2 and 6 of this Maintenance Addendun available for resolution of Customizations issues or Problems shall survive any termination of this Maintenance Addendum resulting from Excluded Items on a time and materials basis.

5.3 The Annual Maintenance Charge does not include on-site service calls made at Customer's request (or travel expenses associated with such calls), or the costs of any other services not specifically set forth herein.

6. Remedies and Liability.

6.1 If Elite materially breaches this Maintenance Addendum and fails to correct such breach within thirty (30) days of written notice thereof, Customer may terminate this Maintenance Addendum and receive a pro rata refund of the Annual
Maintenance Charge for the then current term.

Rev. January 2022 USA Page 11 of 13

THOMSON REUTERS

CUSTOMER AGREEMENT
Software Service Level Agreement
This Service Level Agreement sets forth the operational standards, support, and response standards provided by Elite to Customer for the Software during the term of Maintenance Services. Elite may modify this Service Level Agreement only by giving Customer at least 30 days' prior written notice. Notwithstanding anything to the contrary contained in this Agreement, if Elite makes any change to the Service Level Agreement that affects Customer in a material and adverse manner, Customer may terminate the Maintenance Addendum within 60 days after the date Customer is notified in writing of such change.

1. SUPPORT
Customers can create a support service request through the Thomson Reuters Elite Customer Portal at https://customerportal.elite.com or by contacting your regional support team. Each service request is routed to a support Support is available during the business hours set forth below depending on the Elite support team supporting Customer ("Business Hours"):
• For customers supported by Elite's North American Support Team: Monday - Friday 6:00 am to 5:30 pm Pacific Time, excluding US holidays
• For customers supported by Elite's EMEA Support Team: Monday - Friday 8:00 am to 6:00 pm GMT, excluding UK holidays
For customers supported by Elite's Asia Pacific Support Team: Monday - Friday 9:00 am (Auckland time) to 5:30 pm (Beijing time), excluding local holidays
Customers assigned to support by one team cannot avail themselves of support by another team during off hours. In order to receive after hours support, Customer must purchase an expanded maintenance package or pay for ad hoc emergency after hours support on a time and materials basis. Such after hours support may be provided either by the assigned support team or by another team.

1.1 Frontline (Tier 1) Client Support
• Service requests are assigned to the appropriate support analyst. • Front line support will make every effort to attempt to resolve the service request in a timely manner. Resolutions may include: product education, referral to product documentation, assistance with resolving error messages and basic data issues.

1.2 Escalated (Tier 2) Client Support
If the service request cannot be resolved by the support team or the problem is determined to be an issue (e.g., software issue or enhancement request), the service request will be referred/assigned to the appropriate development team for additional assistance
The support team will continue to act as a liaison between the development team and the Customer for addressing and resolving any issues that are escalated.
• After the problem has been escalated, the service request will be prioritized based on the urgency of the service request; prioritization will be set during weekly meetings held with the development team.

2. RESPONSE STANDARDS

2.1 Support Response Times. Elite will respond to requests for support as provided below:

Severity Level Initial Response Time for North Support Obligation America and EMEA (for all other
regions, as soon as an analyst is
available)
Urgent - System Down Within 1 hour (during Elite's Business Continuous good faith efforts until the problem is (a crisis impacts the customer's Hours) of initial notification. Elite resolved or a reasonable work-around is achieved ability to conduct business and no recommends that Customer call th procedural workaround exists; the toll free number to speak directly wi he case via the Customer Porta
Nithin 2 hours (during Elite's Reasonable efforts to correct the reported error (a high impact problem indicates
significant business impact to the
Rev. January 2022 USA Page 12 of 13
: THOMSON REUTERS

CUSTOMER AGREEMENT
customer; the program is usable
but is severely limited)
Default/Normal Within 2 hours Elite shall provide a substantive response or a moderate impact problem o Business Hours) of initial notification additional questions that Elite needs answered lefault support involves partial prior to proceeding.

If the problem results in the identification of a
system bug or error in the Software, the issue shall
be escalated to the appropriate Elite department
with reasonable efforts to correct the reported
error as appropriate, but a "fix" may await a future
release.

Within 1 business day (during Elite's A reasonable response or direction will be (a low impact problem is a "how Business Hours) of initial notification. provided for training or additional documentation to" or an advisory question) (e.g. link to knowledge base or online training courses).
"Response Time" shall mean the time elapsed from the reporting of a Problem to Elite until a member of Elite's suppor team has confirmed receipt of the Problem to the Customer and that the Problem is being actively worked on by Elite Notwithstanding anything to the contrary expressed or implied herein, response and resolution of Problems related to Thir Party Software may be delayed if Elite requires support for such Third Party Software directly from the owner thereof Rev. January 2022 USA Page 13 of 13
ELITE
9/5/2023
RE: ProLaw Software, Sole Source Vendor for ProLaw application software and related services Dear City of Orange,
Thank you for your inquiry into ProLaw, a Thomson Reuters product, and whether Thomson Reuters can be considered a sole source vendor as per federal regulations.

ProLaw is offered by Elite, a Thomson Reuters business. Thomson Reuters, in turn, operates Elite under its entity West Publishing Corporation. West Publishing Corporation doing business as Elite, a homson Reuters Business, is a sole source vendor for our ProLaw Government Enterprise application. We do not utilize any resellers for our Government Enterprise software, and it cannot be purchased through other sources.

If more information is needed on ProLaw, such as a description or its place in the market, perhaps this short description can be of help:

ProLaw is a comprehensive, one office business management solution that combines case and matter management as well as time entry, billing, and accounting capabilities within a single integrated solution.

ProLaw integrates with Outlook and provides remote access to ProLaw data via iPad®, iPhone®, and Android ™ devices.

ProLaw has some features not available with any other case management software on the market. Westlaw Legal Calendaring Rules have been combined with ProLaw's powerful docketing and case management capability to provide a comprehensive legal calendaring solution. Litigation Court Rules are available for hundreds of jurisdictions, including federal, state, appellate and bankruptcy, and Intellectual Property rules range from Patent to Trademark to Copyright to Domain Name Dispute resolution and is offered for over 100 nations and treaty organizations.

ProLaw software is proprietary and the trademarks, copyrights and other intellectual property rights are owned by Thomson Reuters Elite.

If you have additional questions, I can be reached via telephone at 505-249-5029 or via email at [email protected].

Sincerely,
Kevin Arredondo
Account Executive
ProLaw Client Accounts
Government Sales
180
160
140
NOTIFICATIONS 4
120

CONTACTS

MATTERS
- +8%
EMAIL

DOCUMENTS
EVENTS
september October November

TIME EI

EXPENSES
REPORTS 13
201 21 22 24
27 28 29 30 31
S M T
PROLAW

THE COMPLETE INTEGRATED SOLUTION

FOR YOUR AGENCY'S LEGAL DEPARTMENT
"1.0 36 3.2 25

33.0 123.2 160.8 168.7

9.3 (9.3 30.5 4.9
THOMSON REUTERS®
+0125

CONTACTS

MATTERS
November
EMAIL

DOCUMENTS
EVENTS
50% TIME ENTRY S
EXPENSES.
- REPORTS

THE COMPREHENSIVE

SOLUTION FOR YOUR

GOVERNMENT AGENCY
Today more than ever, government agencies need to run Word, and Excel: As a fully integrated business leaner and work smarter. Caseloads are high, resources management software solution, ProLaw helps you are fewer, and budgets are limited. To stay on track, your coordinate all functions from matters and contacts to time entire team needs to work efficiently and effectively together. entry and expense tracking. Security is assured as built-in You need a complete solution that is integrated: a solution controls ensure your data is secure and kept confidential. that combines matter management with budgeting, time ProLaw eliminates data silos and connects your entire entry, and deadline management. Your staff needs agency. This true integration produces more efficient up-to-date information and instant, easy access to the workflow, maximized efficiency, and increased profitability, data and tools they need-when they need them. so you can do more with fewer resources and confidently ProLaw" from Thomson Reuters is a comprehensive tackle today's challenges as well as tomorrow's. business management solution that faces these challenges head-on by enabling government agencies to truely
integrate the entire office. ProLaw streamlines and WITH PROLAW, YOU CAN:
automates your work processes, helps reuse knowledge, • Maximize agency efficiency and attorney eliminates reworks, and reduces administrative overhead productivity with software that works the way
by integrating key tasks from major areas of agency
you do
investment, including financial management, matter
management, and risk management. In short, it gives you • Streamline data entry through a single, intuitive, the tools you need to efficiently manage your day-to-day easy-to-use platform tasks while giving you more time to provide high quality • Manage the entire matter lifecycle to service your legal counsel to the agency. agency more efficiently and effectively Imagine entering data just once and having it propagate • Automate processes, reuse knowledge, and for other areas to share, while managing your agency in eliminate rework one place aided by integration with Microsoft " Outlook",

A SINGLE, INTEGRATED

DATABASE
Built on the .NET platform, ProLaw helps you simplify your MICROSOFT OUTLOOK AND business and enhance productivity agency-wide. The single OFFICE INTEGRATION database integrates your appointment, task, and deadline Because we know the programs in which your attorneys
management with your matter management, records
spend the majority of their time working, ProLaw is fully management, and time and expenses, which eliminates
integrated with Microsoft Outlook and the Office suite of redundant data entry and lets you use the data in far more products. This tight integration lets staff work in the meaningful ways. In addition, your staff benefits from a programs where they're most comfortable. A direct familiar interface through the comprehensive integration connection to Outlook and many convenient features with Microsoft Outlook, Word, Westlaw" court rules, and allow you to truly automate your workflow and increase
many other popular applications. productivity and efficiency.

ON-PREMISE OR CLOUD DEPLOYMENT • View real-time ProLaw matter information from within Outlook
Organizations can benefit from the full power of ProLaw and have a choice of on-premise or cloud deployment based on • Share information agency-wide to keep everyone on the their business needs and preferences. For on-premise same page deployment, ProLaw features an n-tier architecture that • Save both received and sent emails directly from
scales to meet your organization's needs. The subscription Outlook to ProLaw with a single click
pricing and hosting services offered through ProLaw Cloud powered by CenturyLink", makes it easy for your organization to manage costs and scale to meet your changing needs.

The ProLaw Dashboard
A main feature in ProLaw's
industry-leading approach,
it provides a single access
point to each key function that
everyone in your office needs.
3OCM
Fees Per Month
tr.com/prolaw
240 -0115
220 +0.125
05 October

PROLAW WORKSPACE AGENCY-WIDE REPORTING
You can remotely manage many aspects of your agency Knowing what is happening in all corners of the agency and bring all legal staff online with ProLaw Workspace. is vital to managing expenses and productivity. ProLaw's Compatible with Chrome; Internet Explorer, and Microsoft reporting tools capture information on all activities, Edge", ProLaw Workspace has a recently redesigned layout so you can analyze data quickly in standard and that is more user-friendly and intuitive than ever. Built for customized reports. the way attorneys and legal staff work, it makes matter, • See in real time what's happening with staff efficiency, relationship, and document management, as well as time
deadline management, and cash flow
entry, available anytime, anywhere.
• Interpret and present information using charts and graphs • Stay current with events, tasks, and deadlines that are entered in the system and automatically synchronized • Customize reports for desired content and format, or use with Outlook an array of standard reports
• Keep key players informed by providing access to online • Create and edit reports with the ability to drag and drop matter-status checking information from all areas of ProLaw • Add matters and event notes when communicating
with clients

PROLAW MOBILE
Gain access to data, input information, and enter time
directly into ProLaw from anywhere and at any time with Pas Cover Sheet
ProLaw Mobile. Using your iPad, iPhone", or Android™
device, you can enter, review, and edit time worked for amar Later Legaten immediate entry into ProLaw with real-time mobile access.

Entry of the redgment on the cal docker
• Retrieve contact information and view current matter
information Atorney tere
Access ProLaw at any time
• Update matters by adding notes Carteen of a comersonal chutes ty me and from anywhere with
ProLaw Mobile.
• Schedule and save appointments
• Save emails and attachments
• Conduct full-text searches to easily find and
access documents
• View billing statements

THE SOFTWARE FOR

EVERYONE IN YOUR OFFICE
MATTER

MANAGEMENT
• Matter Management
• Document Management
• Document Assembly
• Email and Electronic File Management
• Practice Area Modules
• In-context Legal Research
ONE
OFFICE
RISK

FINANCIAL

MANAGEMENT

MANAGEMENT
• Records Management
• Time and Expense Management • Rules-based Court Docketing • Agency-wide Reporting and Calendar Management
tr.com/prolaw

FINANCIAL

MANAGEMENT
At the heart of ProLaw is industry-leading functionality • Enter time more easily from a pop-up screen as attorneys that helps you streamline and automate your financial work on activities you want to track management processes to improve efficiency. Easily
• Capture time automatically from all key applications
manage your legal matters, time, and expenses from one
such as Outlook, Word, Excel, Adobe " Acrobat,
robust solution. and Reader®
TIME AND EXPENSE MANAGEMENT • Enter time from Internet Explorer or your mobile device Sophisticated time and expense tracking tools are built • Easily convert activities or events into time entries into ProLaw to help you streamline the capture of daily activities. With more precise and automated tracking,
you can accurately track your time and expenses against legal matters.

NOTIFICATIONS
220
200
180
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160
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140
120
100
MATTER

MANAGEMENT
Whether you're looking at the big picture or are handling DOCUMENT MANAGEMENT the day-to-day details, ProLaw makes it easy to manage Improve the consistency and streamline the organization your legal matters more productively, while reducing the of the agency's vital documents. A secure, centralized risk of inaccuracies. ProLaw's robust Matter Management repository offers fast document retrieval for convenient capabilities give you the tools to effectively monitor the access to the information you need. information that matters.
• Create and store electronic documents, videos, pictures, ProLaw transforms the way you manage your daily audio files, and more by case, matter, event, or other key activities by unifying all of your important tasks and data information into one integrated solution. Easily retrieve and file all the data you need-from appointments, to emails, to • Advanced searching tools simplify file search efforts reference materials-from any Windows desktop or • Easily file emails and their attachments browser, including Internet Explorer, Google Chrome™,
and Microsoft Edge. • Connect any file type to a case or matter with drag-and-drop tools
Sophisticated tools help you create documents and
örganize them for storage in one central, secure repository • Cross-reference documents to multiple matters and for easy access. With all the vital information you need at contacts and related documents to events and other your fingertips, you'll improve collaboration, consistency. documents and productivity across the agency.

DOCUMENT ASSEMBLY
CASE AND MATTER MANAGEMENT ProLaw's intuitive document assembly tools help youl Fully automate and streamline information storage and simplify the production of documents, reduce data input get immediate access to the important information you errors, and create a valuable repository of your need, when you need it. organization's critical documents. • Manage all of your legal information in one simple, • Improve the accuracy and speed of document generation integrated solution • Document production is completely integrated with • Attorney dashboard helps centralize information and the ProLaw document management system and provides one click actions, calendar view, and reminders docketing calendars • Perform legal research with instant access to Westlaw • Develop sophisticated templates and custom forms with drag-and-drop fields while easily merging information
• Track, cross-reference, or relate matters and parties tol from the ProLaw database each other
• Integrate with Microsoft Word
• Automatically synchronize case activities and deadlines with Outlook • Automatically convert documents into a PDF tr.com/prolaw
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EMAIL AND ELECTRONIC FILE MANAGEMENT PRACTICE AREA MODULES ProLaw's integration with Outlook lets you easily manage ProLaw's practice libraries are backed by 20 years of the large volume of emails and electronic file attachments consulting and a strong partnership with Westlaw and are your agency receives on a daily basis. Find and share based on the best practices used by our clients. Utilize information across the agency with just a few clicks. practice-specific custom tabs, reports, and example forms. • Search, retrieve, and organize your emails and related • Bankruptcy attachments with ease
• Contracts
• Each email and attachment can be organized by case,
• Corporate Secretary
matter, date, or type
• Estate Planning
• An attorney-friendly Matters view gives you direct
access to ProLaw information from Outlook, allowing • Immigration easy editing
• Insurance Defense
• Easily file emails and their attachments via the Pro
• Intellectual Property
Filing feature-with one click from Outlook
• Labor
• View real-time ProLaw matter information and read
documents and other event information from Outlook • Legal Opinion • Convert documents to PDF on the fly and attach to an • Legal Services Matter Intake email when saving as a ProLaw document
• Licensing
• Litigation
• Personal Injury
• Probate
• Real Property
• Workers' Compensation
RISK

MANAGEMENT

CONTACTS

NOTIFICI

MATTERS
EMAIL

DOCUMENTS

TINKENTRY
+8

EXPENSES

REPORTS

30.5 September October November
Today's legal landscape is constantly changing, and we RULES-BASED COURT DOCKETING AND know that with that change comes risk. In response, CALENDAR MANAGEMENT ProLaw provides tools to help mitigate your risk, so you Confidently manage all of your appointments, tasks, can go about conducting business as usual-confidently
deadlines, and details and stay on top of key information. and safely. From contact management to docketing and ProLaw's powerful rules-based court docketing and case calendaring, ProLaw's risk management solution helps management tools reduce missed deadlines, keep you protect your organization. current, and lower your overall risk.

RECORDS MANAGEMENT • Manage all dates, events, and documents related to a matter in one place
Access and maintain records while protecting your agency with proper file maintenance. ProLaw's records management • Automatic synchronization between ProLaw and capabilities reduce legal, regulatory, and compliance risks Outlook tasks and appointments keeps you organized and safeguard your physical files. • Point-and-click calendar provides full views for easy • Efficiently manage your physical file inventory scheduling • Put the proper plans in place for storage, retrieval, and • Create your own custom rules or import applicable court disposition of files rules from Westlaw legal calendaring rules • Automated recordkeeping tracks the status, history, • Westlaw legal calendaring rules have been combined location, and who accessed the physical files with ProLaw's powerful docketing and case management capability to provide a comprehensive
• Get an up-to-date status on any document with check-in legal calendaring solution
and check-out procedures
• Reduce risk by avoiding missed critical court deadlines • Match electronic records to physical files for faster information gathering • Stay current with timely rules updates and turn to specialized rules sets to meet your needs
tr.com/prolaw

PROLAW WORKS FOR

EVERYONE IN THE OFFICE
As the integrated comprehensive business management • Get legal research and dockets from Westlaw with a solution for your agency, ProLaw helps you automate simple click processes and manage your day-to-day activities effectively • Enter and track time with pop-up prompts directly in
and efficiently. No matter what your role is in the process, Outlook, Word, Excel, and Adobe Acrobat and Reader
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For a complete list of ProLaw features,
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