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11-118 Resolution No. 11-118 RESOLUTION RATIFYING THE EXECUTION OF A SUBSCRIBER AGREEMENT FOR WESTLAW AND CD-ROM LIBRARIES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that it hereby ratifies and approves the execution of a Subscriber Agreement for Westlaw and CD-ROM Libraries by William A. Cogley, Corporation Counsel, regarding Westlaw's online legal research service, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 13, 2011 Adopted: July 13, 2011 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk r y WEST. Order Notification ATtsOnReuters business Contact your representative mike.berntsen @thomsonreuters.com with any questions.Thank you. Order ID: 220227 Subscriber Information Account Address: Shipping Address: Billing Address: Account#:1000493376 Account#:1000493376 Account#:1000493376 ELGIN LEGAL DEPT ELGIN LEGAL DEPT ELGIN LEGAL DEPT CITY HALL CITY HALL CITY HALL 150 DEXTER CT 150 DEXTER CT 150 DEXTER CT ELGIN,IL 60120 ELGIN, IL 60120 ELGIN,IL 60120 US US US 847-931-5655 847-931-5655 847-931-5655 Payment and Shipping Information Additional Information T Payment Method: Created By: 0094857 Payment Method: WestAccount Order Source: 27 Account Number: 1000493376 Revenue Channel: 01 Order Date: 6/27/2011 1:10:36 PM P.O. Number: Shipping Information: Additional Data B: 4 Shipping Method: FREE Ground Shipping-U.S.Only IOrder Contact Information [First Name ' Last Name I Email Address ' Contact Description 1 Contact Number I William Cogley cogley_w @cityofelgin.org Order Confirmation Contact 28 William Cogley cogley_w @cityofelgin.org Primary Password contact ' 24 Internal Comments OF Ver:https://ordermation.west.thomson.com/esigs/ofversion.aspx?ordergroupid=fce9ad8b-fd2b-4f55-92fb-43c9e2afb871 Worksheet:https://ordermation.west.thomson.com/esigs/of.aspx?porder9roupid=36cef789-5400-42ef-9d4f- 204bbceefOde&pfv=true New Products -WestlawPRO/CD/WLEC/Other Qty I Product I Material ID Government Select Level 1 States(WestlawNextT' ) 40988739 Modules to include in Custom PRO: Material ID' Description 40982475 Primary Law with KeyCite®:All—Illinois(WestlawNextTM Module) 40980419 All Analytical Library(WestlawNextT""Module) 40981520 All Primary Law(WestlawNextT"' Module) 40982033 Analytical Library Illinois(WestlawNextT"'Module) 40980908 Bill and Regulation Tracking—Federal Plus all 50 States(WestlawNextT"" Module) • 40983469 Graphical Statutes,PastStat LocatorTM,State Legislative History Bundle—Illinois(WestlawNextm Module) 40981744 Municipal Law Practitioner Counselor—Illinois(WestlawNextTM Module) • 41024657 Related Documents(WestlawNextTM Module) 40980490 State Briefs Plus-Illinois(WestlawNextm Module) Monthly WestlawPRO Charges,CD-ROM Charges and West LegalEdcenter Charges,are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Tenn"). Upon conclusion,of the Minimum Term,,CD-ROM Charges are billed thereafter at then-current rates. If Subscriber elects a longer Minimum Term the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges will be billed.asset forth herein. Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months not to increase by more than 3%over the Monthly,WestlawPRO-Charges and/or West LegalEdcenter.Charges for the initial 12 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the third 12 months not to increase by more than 3%over the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months. NON-GOVERNMENT SUBSCRIBERS ONLY Upon conclusion of the WestlawPRO Minimum Term, Including West LegalEdcenter product(s) that are part of a WestlawPRO Select, the.Subscriber Agreement and this Order Form will automatically renew for consecutive 12-month periods`("RenewalTemi"),and the Monthly WestiawPRO Charges for the Renewal Term will increase 7%per year unless either party gives written notice of.cancellation`to„the,other party at least 30 days in advance of any Renewal Term,including the first Renewal Term,Additionally,West may at Its discretion provide Subscriber with.:notice at least 60 days in advance of any Renewal Term of a Monthly WestlawPRO Charge increase different from 7%after which Subscriber shall have 30 days to provide West with written notice of cancellation if Subscriber does not wish to renew. Excluded Charges may be modified as set forth in the Subscriber°Agreement(as defined herein). Subscriber is responsible for all Excluded Charges as incurred.During;any Renewal Term,Subscriber's access to and use of Westlaw shall be governed by the Subscriber Agreement.Upon conclusion of the West LegalEdcenter.Minimum Term,as applicable solely to:West LegalEdcenter products)that are not part of a WestlawPRO Select,West LegalEdcenter Charges are billed thereafter at up to then'-current rates. GOVERNMENT CUSTOMERS ONLY Upon conclusion of the UVestlawPRO and/or West LegalEdcenter Minimum Term,Monthly WestlawPRO Charges and/or;West LegalEdcenter.Charges are billed thereafter at up to then-current rates Excluded Charges.and-Monthly WestlawPRO.Charges(after the`Minimurn Term)may be modified as set forth in the Subscriber.Agreement(as-defined herein):Subscriber is responsible for all Excluded Charges as incurred.After the Minimum Term,Subscriber's access to and use of Westlaw shall,.be governed by the Subscriber Agreement.;” 4 attorneys(partners,shareholders, associates,contract or staff attorneys,of counsel and the like),corporate users,students and Personnel if ordering Paralegal Plans or publicly accessible terminals(used for Patron Access and Correctional Facility Products)at the"location identified above(for WestlawPRO, CD-ROM case law orders and/or West LegalEdceriter Charges) if West learns that the actual number exceeds this number, West reserves the right to increase Subscriber Monthly Charges as applicable. User ' End Date ' Position ' Email Beck,ChristopherJ ATTORNEY Cogley,William ATTORNEY Gehrman,Michael ATTORNEY Kozel,Richard ATTORNEY- Order Subtotal: N/A *Estimated Tax: TBD Order Total: $0.00 Products Under 36 month contract term: $1,961.05 **Billed Monthly Total: $1,961.05 *Sales tax for your order will reflect applicable state and local taxes and will be finalized upon shipment. In accordance with applicable laws,tax will be applied to products and shipping.Actual tax may vary slightly from that shown above. +Free shipping is not applicable to print orders that will be shipped from affiliates of Thomson Reuters that are located outside of the United States, its territories and possessions.For such products,transportation and handling charges(FOB origin)will be added. ** First full month billing will be invoiced at the monthly billed detail set forth above. Pricing is subject to the price increase pursuant to the terms and conditions set forth in agreement. Lapse Subscriptions Active Subscriptions to Lapse ' Contract Number I Material ID IL MUNICIPAL PRACTITIONER CORE 0115260020 40456910 GOVERNMENT GC ALL PRIMARY LAW MODULE 0115260019 40443517 WL PRO ILLINOIS APPELLATE COURT BRIEFS PLUS 0115260018 40331152 WESTLAW LEGAL RESEARCH LIB 0115260016 30302834 'WeSTI'-AWPRO WITH KEYCITE ALL-IL 0115260017 40043517 WESTLAWPRO FED BILL®TRACKING 0115264014" 30302336 WESTLAW ANALYTICAL LIBRARY-IL 0115260015 30302576 WL PRO RESULTSPLUS PREMIUM 0/15260021 "40470694 ILLINOIS GRAPHICAL STATUTES BUNDLE 0115260022 40640695 WESTLAW SELECT 0115260023 40583985 Subscription Service, Passwords and West km Software.Subscription services may consist of updates and/or supplements to the service,including but not limited to:(a)CD-ROM Libraries:updated,replacement or supplemental CD-ROMs and online updates,and other related supplemental material;(b)Print Products: pocket parts, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all of which may be billed separately at then-current rates.Subscriber hereby requests that West provide subscription services for the herein-described products at then-current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber(or as provided for in the Subscriber Agreement for CD-ROM products).Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED.Subscribers licensing only LiveNote/Case NoteBook/Timeline/Publisher Software will not be issued Westlaw passwords.Any West km software licensed hereunder must reside on a dedicated server provided and maintained by Subscriber at Subscriber's expense,and such server must be accessible to all Subscriber's authorized users. Subscriber's Westlaw Doc& Form Builder Data will be web hosted by West.Upon termination of any Westlaw Doc & Form Builder subsciption,related to Westlaw Doc&Form Builder Data of Subscriber that is stored on West servers will be destroyed within 180 days of such termination. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("West")in St. Paul, Minnesota, and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement. Applicable sales, use, personal property,value added tax(VAT)or equivalent, ad valorem and other taxes are payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges. If any installments, subscriptions, subscription services, Westlaw Charges or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that are or would become due and payable for the remaining term of Subscriber's Subscriber Agreement,shall become immediately due and payable at the sole option of West. Interest charged may be adjusted to the then-highest current rate allowable on Minnesota contracts.This Order Form is nontransferable.All collection fees, including but not limited to attorneys fees,are payable by Subscriber.Transportation and handling(FOB origin)charges will be added for print products.West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit information is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such,if a report was received and the name,address and telephone number of the agency that supplied the report. Returns. If Subscriber is not completely satisfied with any print or CD-ROM product received from West,the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West's then-current returns policies.Westlaw Charges and West LegalEdcenter Charges are non- refundable. Additional Contract Information NON-AVAILABLITY OF FUNDS FOR WestlawPRO GOVERNMENT SUBSCRIBERS(not available to non-government subscribers). If Subscriber fails to receive sufficient appropriation of funds or authorization for the expenditure of sufficient funds to provide for the continuation of the Subscriber Agreement and the Order Form,or if a lawful order issued in or for any fiscal year during the Minimum Term of the Subscriber Agreement and the Order Form reduces the funds appropriated or authorized in such amounts as to preclude making the payments set out herein,the Subscriber Agreement and the Order Form shall terminate on the date said funds are no longer available without any termination charges or other liability incurring to Subscriber. Subscriber shall certify and warrant in writing that sufficient funds have not been appropriated or authorized to continue the Subscriber Agreement and the Order Form,and provide West notice not less than thirty(30)days prior to the date of cancellation. For questions regarding this order,please contact West Customer Service at 1-800-328-4880. ''(Signature for Order ID: 220227 The Subscriber Agreement for Westlaw and CD-ROM Libraries,the applicable Schedule A price plan,(for WestlawPRO products and/or CD-ROM Libraries products) and/or the West LegalEdcenter Subscriber Agreement (for West LegalEdcenter products) individually or jointly, as applicable, ("Subscriber Agreement") is/are hereby incorporated by reference and made part of this order. In the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this order,the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement. 1AA/ rr v C O p-FtoR-iart Signature of Authorized resentative for order Title Printed Name Date J ©2011 West,a Thomson Reuters business.All rights reserved. } . Subscriber Agreement for Westlaw® and ,.•••: CD-ROM Libraries Westlaw Part of Thomson Reuters AGREEMENT entered into between "Subscriber" as set forth on the West order form Data through wide area networks,multiple LANs,multiple sites or similar arrangements is strictly ("Order Form")and West, a Thomson Reuters business("West"),regarding West law prohibited. and/or CD-ROM Libraries,as follows: (e) Rights in Data. Except for the license granted in this Agreement,all right,title and 1. Westlaw and CD-ROM Libraries. Subscriber may subscribe to West law,West's interest in the Data, in all languages, formats and media throughout the world, including all online legal research service,via certain packaged West law Schedule A price plans,and/or copyrights, are and will continue to be the exclusive property of West and other contributors CD-ROM libraries("Libraries")by submitting a then-current Order Form. All references ("Contributors"). The CD-ROM Data architecture,including the format layout and data structures, herein to CD-ROM,CD-ROM Libraries or Libraries shall also include the DVD-ROM,USB are proprietary. Subscriber may not reverse engineer or otherwise attempt to discern such and similar format/media. All Library subscriptions shall include access to Westlaw. proprietary architecture. The CD-ROMs and West Software,as defined herein,are and will remain Westlaw and CD-ROM Libraries are licensed to Subscriber subject to the terms and the exclusive property of West,its affiliates and software owners. conditions of this Agreement the Order Form,the applicable Schedule A or as otherwise 3. West Proprietary Data. West grants a non-exclusive,non-transferable,limited license to agreed by the parties in writing. This Agreement supplements but does not supersede any individual users within Subscriber entities to store and use West-proprietary Downloaded Westlaw Westlaw Subscriber Agreement in effect between Subscriber and West as of the effective Data and CD-ROM Data(i.e.,documents not licensed by West from third parties)in a searchable date of this Agreement("Existing Westlaw Agreemenr). database maintained in connection with an ongoing project of the user("Project Database"). Such 2. License. database must consist preponderantly of users'work product with access limited to those internal (a) Grant. Subscriber is granted a non-exdusive,non-transferable,limited license to users actively working on the project The West-proprietary Downloaded Data may be maintained access Westlaw and the CD-ROM Library(ies) to which Subscriber subscribes. Such in the Project Database so long as the project remains active or until any termination of this license includes the right to access data made available through Westiaw("Westlaw Data") Agreement,whichever occurs first Retention of Downloaded Data in a Project Database after the and data contained in the CD-ROM Library(ies)("CD-ROM Data,"collectively"Data"which project ends,in an archival database as used as a research tool or in a database accessible to includes"Downloaded Data"as defined below). Subscriber may use the Data internally external users is prohibited. West further grants to Subscriber a limited, non-exclusive, non- solely in the regular course of legal and other research and related work. Except as transferable license to include West-proprietary Downloaded Data in briefs prepared for a specific otherwise provided, the license includes the right to download and temporarily store cause of action for a specific court in an electronic format. Distribution or dissemination of such insubstantial portions of Data("Downloaded Data")to a storage device under Subscriber's West-proprietary Downloaded Data in connection with or as part of a brief is limited to the court exclusive control solely(i)to display internally such Downloaded Data and(ii)to quote and before which the cause of action is to be heard, the parties to the cause of action, or their excerpt such Downloaded Data(appropriately cited and credited)by electronic cutting and representatives. Any further distribution is prohibited without written permission of West West- pasting or other means in memoranda, briefs and similar work product created by proprietary Downloaded Data included in such briefs must retain West copyright notices and Subscriber in the regular course of its research and work. Subscriber may also create indicate that use of,distribution and dissemination to the permitted parties is with the permission of printouts of Data for internal use and for distribution to third parties for purposes that are West consistent with the terms and conditions of this Agreement if such third parties agree not to 4. West Software and Internet Based Services. further distribute the printouts. (a) West Software. West may make available to Subscriber,on a subscription basis, (b) Limitations. Subscriber may not copy, download, scrape, store, publish, software for use in connection with Westlaw("Westlaw Software")or to access third party gateway transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, sell, resell or services and certain Westlaw Features not available when accessing Westlaw with CD-ROM otherwise use the Data or any portion of the Data,in any form or by any means,except(i) software("CD-ROM Software"including,but not limited to PREMISE®,LawDesk and Folio®used as expressly permitted by this Agreement,(ii)with West's prior written permission,or(iii)if to access the Libraries). Subscriber hereby subscribes to Westlaw Software and CD-ROM not otherwise expressly prohibited by this Agreement or by the"Additional Terms" (as Software (collectively "West Software") and updates and accompanying documentation as defined below),as allowed under the fair use provision of the Copyright Act(17 U.S.C.A.§ indicated on the Order Form. West Software will be licensed under a license agreement,which will 107). Downloaded Data shall not be stored or used in an archival database or other accompany the West Software.By using the West Software(including each update)and taking searchable database except as expressly permitted by this Agreement or as quoted in such other action as may be referenced in the license agreement as constituting acceptance, Subscriber's work product Subscriber shall not sell,license,sublicense or distribute Data Subscriber agrees to be bound by the terms and conditions of the accompanying license (including printouts or Downloaded Data)to third parties or use Data as a component of or agreement If Subscriber does not so agree, Subscriber must return any tangible copies of the as a basis for any material offered for sale,license or distribution. West Software in its possession or control. (c) Westlaw. Westlaw consists of various West-owned and third partycontent (b) Internet Based Services. Westlaw may be accessed by Internet based services such services,functions and remotely-accessed gateways(collectively°Features"),which may as westlaw.com and nextwestlaw.com("Internet Based Services"). West grants Subscriber a non- change from time to time.Access to certain Features may be restricted. Certain Features exclusive,non-transferable,limited license to use Internet Based Services(including all versions are licensed subject to paragraphs 3, 6 and 7,which take precedence over the license and updates). Subscriber may not reverse engineer,decompile,disassemble or otherwise attempt granted in this paragraph,or additional terms("Additional Terms"),which apply to certain to discern the source code of the components of Internet Based Services, nor may Subscriber third-party Features and may be different from those set forth in this Agreement Subscriber reproduce all or any portion of the components of Internet Based Services. Subscriber may use will be given an opportunity to review Additional Terms by receiving notice of such Westlaw Data cached in Subscriber's local disk drive solely in support of its use of Internet Based Additional Terms in writing or online.Additional Terms may be modified effective upon West Services. Certain software used by Subscriber may not be capable of supporting Internet Based giving Subscriber notice (in writing or online) of the modification. By using Features Services. The performance of Internet Based Services varies with the manufacturers'equipment govemed by Additional Terms,Subscriber agrees to,and will be obligated to comply with, with which it is used. all such Additional Terms as well as the terms and conditions in this Agreement. All 5. Charges and Modification of Charges. Charges payable for access to Westlaw("Westlaw Additional Terms will be considered part of this Agreement. Subscriber may, on an Charges")will be as stated on the Order Form and the applicable Schedule A or as otherwise occasional basis and via Westlaw functionality,direct West to transmit individual documents agreed upon in writing by the parties.Westlaw Charges shall commence on the date Subscriber in electronic format to internal user(s) or transmit West-proprietary documents (i.e. first accesses Westlaw or any Feature or as otherwise stated on the Schedule A or Order Form. documents not licensed by West from third-parties)to internal user(s)or to a third party who Westlaw Charges may be modified upon at least 30 days prior notice to Subscriber in writing or is an individual if such third party agrees not to further disseminate such documents. online or pursuant to the terms stated on the Order Form(for the Monthly WestlawPRO Charges Subscriber acknowledges its responsibility in assuring compliance with the foregoing by any associated with the WestlawPRO products elected by Subscriber on the Order Form).The charges third party to whom Subscriber transmits documents pursuant to the preceding sentence. currently payable by Subscriber for each Library are as set forth on the Order Form("CD-ROM Direct transmission of electronic copies by Subscriber is prohibited,except as provided in Charges"). CD-ROM Charges also include,without limitation, charges for Library additions and the electronic brief terms of paragraph 3 herein. Features introduced after the effective date of this Agreement. CD-ROM Charges will be (d) CD-ROM Libraries. Each Library is licensed for use at a single Subscriber determined by West and may be modified at any time without notice. Modification of any charges office location("Site").In addition,Subscriber's personnel who work at or are assigned to a shall not be considered as an amendment to this Agreement that permits termination of this licensed Site may access the Libraries by remote dial-in access to the Site or off-Site on Agreement pursuant to paragraph 12(ii)herein. All charges are exclusive of sales, use,value stand-alone PCs.Each Library is licensed for use on stand-alone PCs or on a single local added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the area network("LAN")installed at a licensed Site that is electronically linked and capable of responsibility of Subscriber. Subscriber will pay all invoices in full within 30 days from date of sharing the use of one or more CD-ROMs. The Order Form will indicate the number of invoice. If full payment is not made,Subscriber may be charged up to the maximum legal interest concurrent users authorized to access each Library licensed for use on a LAN.Each such on the unpaid balance. Library will be licensed with a proprietary control file,which Subscriber may install only on 6. Usage Restrictions and Information Protection. the single LAN.Subscriber may transfer the CD-ROM Data contained in the Library to a (a) Use of Westlaw Data. Subscriber shall not use any Data and shall not distribute any single storage drive under Subscriber's exclusive control and to maintain such CD-ROM Data to a third party for use in a manner contrary to or in violation of any applicable federal,state, Data as a searchable CD-ROM Software(as defined herein)compatible database subject or local law,rule or regulation. West is not a consumer reporting agency,and Subscriber certifies to the terms and conditions of this Agreement Subscriber may also use,only at the Site, that it will not use any Data as a factor in establishing a consumer's eligibility for credit or insurance West-proprietary Data available as part of a Library as set forth in paragraph 3.Access to to be used primarily for personal,family,or household purposes,for employment purposes or for any other purpose authorized under section 1681b of the Fair Credit Reporting Act(15 U.S.C.A.§ 5/1/10 SAMInet 41.dot 1681b). •Subscriber acknowledges that access to certain Data available on West law, ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON WESTLAW DATA AND CD-ROM DATA; including but not limited to credit header Data,motor vehicle Data,driver license Data,and (ii)ANY LOST PROFITS OR OTHER CONSEQUENTIAL,EXEMPLARY,INCIDENTAL,INDIRECT voter registration Data is regulated by state or federal laws,such as the Gram Leach OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS Bliley Act("GLBA"),the Driver's Privacy Protection Act("DPPA"),or other state or federal HEREUNDER OR USE OF,OR INABILITY TO USE,THE DELIVERABLES,EVEN IF WEST OR laws and regulations, or is subject to Contributor restrictions. Subscriber agrees not to CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;OR(iii) access such Data for any purpose that is not allowed by the GLBA,by the DPPA,by any THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR other applicable state or federal laws or regulations, or that is contrary to Contributor DELIVERING WESTLAW DATA AND CD-ROM DATA. FURTHER,WEST SHALL HAVE NO restrictions. West retains the right to temporarily or permanently block access to certain LIABILITY WHATSOEVER FOR ANY CLAIM(S)RELATING IN ANY WAY TO ANY THIRD PARTY Data if West in its sole discretion,believes that the Data may be used for an improper FEATURE. NEITHER WEST NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS purpose or otherwise in violation of the terms of this Agreement or that the terms of West's TO WESTLAW WILL BE UNINTERRUPTED,SECURE,COMPLETE OR ERROR FREE. NOR Contributor agreements requires West to block such access. By accessing Data, DOES WEST MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB Subscriber acknowledges that from time to time,West and its Contributors and/or various SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF INTERNET BASED government entities may require Subscriber to identify a permissible use and may inquire SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS,DELAYS, as to Subscriber's compliance with applicable laws or this Agreement. Subscriber agrees to INTERRUPTIONS AND LOSSES,INCLUDING THE INADVERTENT LOSS OF WESTLAW DATA cooperate with any inquiry,subject to any attorney-client confidentiality. Subscriber shall OR DAMAGE TO MEDIA. report to West any misuse,abuse,or compromise of Data of which Subscriber becomes 10. Limitation of Claims. Except for claims relating to West law Charges or CD-ROM Charges, aware. or improper use of the Deliverables,no claim,regardless of form,which in any way arises out of (b) Protection of Personal Information. West and Subscriber acknowledge that this Agreement may be made,nor action based upon such claim brought under this Agreement both parties may be required to comply with various privacy and security requirements, more than one year after the basis for the claim becomes known to the party desiring to assert it including but not limited to those set forth in paragraph 4.a.above, the European Union 11. Effect of Agreement. This Agreement(which includes all applicable Order Forms, any Directive on Data Protection(95/46)and all other applicable legal directives and applicable Existing Westlaw Agreement current and future Schedules and Additional Terms, license industry standards(collectively Privacy Laws")pursuant to which each party wishes to agreements and the like)embodies the entire understanding between the parties with respect to obtain certain undertakings from the other with regard to the use and protection for the the subject matter of this Agreement and except as otherwise provided herein supersedes any and Personal Information of either party. For purposes of this Agreement, "Personal all prior understandings and agreements,oral or written,relating to the subject matter.Except as Information" shall refer to, without limitation, the following types of information: name, otherwise provided in this Agreement West may amend the terms and conditions of this address,e-mail address,age,date of birth,telephone number,fax,social security number Agreement by giving Subscriber at least 30 days prior written notice.Any other amendment must or equivalent or similar govemment identification numbers,credit/debit card information, be in writing and signed by both parties. bank account information,logins,passwords,or medical or health records of an identifiable 12. Term and Termination. This Agreement and each Order Form may not be terminated prior human being. Each party shall be responsible for any collection, access, use and to a Minimum Term of one year after the date West processes this Agreement and that Order disclosure of Personal Information subject to this Agreement Without limiting the Form. In the event Subscriber requests a Minimum Term in excess of one year as set forth in the foregoing, each party shall employ appropriate administrative, physical, and technical Order Form,this Agreement may not be terminated prior to the expiration of such Minimum Term. safeguards in order to sufficiently protect the Personal Information and any information Upon expiration of the Minimum Term or any Renewal Term set forth in the Order Form,either assets and resources in question. Each party shall promptly notify the other of any event party may terminate this Agreement by providing the other party 30 days prior written notice of that may result in the unauthorized collection, access, use, or disclosure of Personal such termination. Notwithstanding the foregoing,(i) West may terminate a Library subscription Information subject to this Agreement(information Protection Incident"). The parties shall upon 30 days prior written notice if such Library is no longer commercially available;(ii)Subscriber make reasonable efforts to assist one another in relation to the investigation and remedy of may terminate this Agreement immediately by giving written notice of termination after receiving any such Information Protection Incident and any claim,allegation,action,suit proceeding, notice of any amendment(as permitted under paragraphs 2(c)and 11),which contains new terms or litigation with respect to the unauthorized access, use, or disclosure of Personal that materially alter the terms of this Agreement and are unacceptable to Subscriber;(iii)West may Information. Furthermore, any access to or use of Personal Information must be in terminate this Agreement immediately upon giving written notice of termination to Subscriber if accordance with all applicable law. No individual shall access records that require a Subscriber commits a material breach of any obligation to West under any other agreement permissible purpose unless such a purpose exists for such individual. For purposes of its between the parties; (iv) West may terminate this Agreement immediately upon giving written obligations hereunder,any acts or omissions by the personnel of each party shall also be notice of termination to Subscriber if West reasonably believes that Subscriber's use of Data deemed to be the acts or omissions of West and/or Subscriber,respectively. violates any applicable law or regulation,this Agreement or may result in a risk to public safety, 7. West Legal Directory'"". Subscriber may use Westlaw Data and CD-ROM Data including but not limited to the safety of private individuals;and(v)either party may terminate this contained in West Legal Directory("WLD")internally in the regular course of Subscriber's Agreement immediately upon giving written notice of termination to the other party if the other party business. Subscriber may also create printouts of insubstantial portions of Data consisting commits a material breach of this Agreement. Upon termination of any Library subscription by of individual WLD listings or selected names and addresses for its own use. Use of WLD to either party,Subscriber shall immediately destroy the terminated Library(ies)and destroy all CD- create mailing or marketing lists for commercial purposes or for distribution to third parties is ROM Data maintained on a permanent storage drive. Upon any termination of this Agreement the prohibited. West Software licenses shall also terminate. 8. Responsibility for Certain Matters. Subscriber shall provide to West the office 13. Force Majeure. West's performance under this Agreement is subject to interruption and location and address associated with Subscriber's Westlaw passwords issued under this delay due to causes beyond its reasonable control,such as acts of God,acts of any government, Agreement. Subscriber's personnel may also access Westlaw via home computers, war or other hostility,civil disorder,the elements,fire,explosion,power failure,equipment failure, laptops or other wireless devices.. Subscriber is responsible for notifying West in writing of industrial or labor dispute,inability to obtain necessary supplies and the like. persons to whom Westlaw passwords are to be issued or from whom passwords are to be 14. Notices. Except as otherwise provided in this Agreement all notices must be given in revoked. Subscriber is solely responsible for maintaining security of Westlaw passwords. writing to West at 610 Opperman Drive, P.O. Box 64833, St. Paul, Minnesota 55164-0833, Subscriber is also responsible for all access to and use of Libraries,CD-ROM Data,CD- Attention:Customer Service,and to Subscriber at the address on the Order Form. ROM Software, Westlaw, Westlaw Data, West Software and Internet Based Services 15. General Provisions. This Agreement will be governed by and construed under the law of (collectively the"Deliverables")by Subscriber's personnel or Westlaw passwords,whether the state of Minnesota,U.S.A.without regard to conflicts of law provisions. The parties agree that or not Subscriber has knowledge of or authorizes such access and use. Sharing of the state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim Westlaw passwords that have been issued to individual users of Subscriber is strictly arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. prohibited. Neither this Agreement nor any part or portion hereof may be assigned,sublicensed or otherwise 9. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY transferred by Subscriber without West's prior written consent. Should any provision of this PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS," WITHOUT Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and WARRANTY OF ANY KIND,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED enforceability of the other provisions will not be affected. Failure of either party to enforce any TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A provision of this Agreement will not constitute or be construed as a waiver of such provision or of PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, the right to enforce such provision.The headings and captions contained in this Agreement are CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WEST'S inserted for convenience only and do not constitute a part hereof. West,as used herein,applies to AND/OR CONTRIBUTORS'ENTIRE LIABILITY UNDER THIS AGREEMENT,IF ANY,FOR West Publishing Corporation,Thomson Reuters Applications Inc.,West Services Inc.,Thomson ANY CLAIM(S)FOR DAMAGES RELATING TO THE DELIVERABLES WHICH ARE MADE Reuters(Legal)Inc.,and their affiliates. AGAINST THEM, INDIVIDUALLY OR JOINTLY,WHETHER BASED IN CONTRACT OR 16. Ideas and Concepts. Any and all title,ownership rights, and intellectual property rights NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES concerning any ideas,concepts,suggestions, materials and the like that Subscriber provides to PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY,WESTLAW FEATURE OR THE West regarding Westlaw, Internet Based Services or Westlaw Software or Libraries shall become WEST SOFTWARE,AS APPLICABLE,WHICH IS THE BASIS OF THE CLAIM(S)DURING the exclusive property of West and may be used for its business purposes in its sole discretion THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.IN without any payment,accounting,remuneration or attribution to Subscriber. NO EVENT SHALL WEST OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S)RELATING IN ANY WAY TO(i)SUBSCRIBER'S INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY WEST,OR ITS CONTRIBUTORS,OR ANY DECISION MADE OR 5/1/10 SAMInet 41.dot Schedule A to Subscriber Agreement WestLaw. Part of Thomson Reuters Plan 2 WestlawPROi for State and Local Government Entities -Government Service Available only to employees of state, county, and city Plan 2 WestlawPRO Government for•<State and.Local Government Agencies. government entities with 40 or fewer affiliated attorneys (up to - Pa ragraphs•6 through l6 set forth"lheahaies that apply r +westlaw.com 100 attorneys for Government Select products) accessing Upon accessing westlaw.com, a user may elect either per minute or Westlaw for government or legal services/legal aid purposes. transactional billing in the Options Directory. Such billing election will be Government entities are defined as executive, judicial, and effective for all subsequent sessions unless the election is changed. The legislative agencies,correctional facilities(behind the desk staff SUBSCRIBER Database lists the per minute billing classifications, access), government law libraries (behind the desk staff transactional charges and per document charges for each database. access), and legal services/legal aid entities. Not available to educational institutions for academic purposes. Westlaw 6. Per Minute Charges access by inmates of correctional facilities or patrons of A. Per Minute Usage Charges Per Minute Rate government law libraries is STRICTLY PROHIBITED. i. Combination Databases $1.05 ii. Highlights Databases 2.85 iii. Basic Databases 3.42 Plan '3 WestlawPRO';for•State and Local Government Agencies, ' iv. Westlaw Standard Databases 625 Paragraphs 1 through.1 below set forth,charges that,apply to both v. Westlaw Standard Databases-Codes 7.50 westlaw.com and WeStlaWNext (next.westtavvcont) °<Not all:WestlaW. vi. Deluxe Databases 7.68 subscribers have access to:WesttawNeitt. vii. Specialty Databases 7.85 viii. Premium Databases 8.50 1. WestlawPRO Obligations and Restrictions. Subscriber must submit ix. Allfile Databases 10.80 to West a copy of its current letterhead or a certified list of all affiliated x. Multi-Search Databases 11.20 attorneys at the location identified on the Order Form and must promptly xi. Super Allfile Databases 13.50 notify West of any changes in the number of affiliated attorneys. Westlaw xii. Select Databases 15.50 passwords may only be used by the person to whom the password is xiii. Super Premium Databases 16.38 issued. Sharing of Westlaw passwords between or among Subscriber's xiv. Super Select Databases 13.83 personnel or persons not employed by Subscriber is STRICTLY xv. ResultsPlus Standard Databases 7.81 PROHIBITED. In the event West learns that the number of attorneys xvi. ResultsPlus Premium Databases 10.63 employed by Subscriber exceeds the number certified by Subscriber or a xvii.ResultsPlus Allfiles Databases 13.50 Westlaw password has been used by a person other than the person to xviii.ResultsPlus Super Allfiles Databases 16.88 whom the password has been issued, West reserves the right to increase xix. ResultsPlus Select Databases 19.38 Subscriber's monthly WestlawPRO charges ("Monthly WestlawPRO xx. ResultsPlus Super Premium Databases 21.43 Charges")to then-current rates for each attorney employed by Subscriber, xxi. Westlaw Tax Time Class Databases 8.25-23.38 change Subscriber to another price plan or, in the alternative, terminate the Westlaw password(s) used by a person other than the person to whom it is Usage charges begin when Subscriber's password is transmitted issued. and end when the session ends. 2. Monthly WestlawPRO Charges. Monthly WestlawPRO Charges for the products elected by Subscriber appear on the Order Form and include B. Communications Charges.$.22 per minute. usage, communications, WestClip (non-continuous), offline transmission (as Communications charges begin when Subscriber's password is limited by the Subscriber Agreement), certain KeyCites Alert (non- transmitted and end when the session ends - they apply to the continuous), transactional charges (excluding online citation checking) and entire Westlaw session, excluding offline transmission, offline certain offline automated citation checking charges. Monthly WestlawPRO automated citation checking, DocketsTM and the SUBSCRIBER Charges apply regardless of Subscriber's actual use. A listing of the current Database(when accessing Westlaw via transactional billing). WestlawPRO Databases appears in the Westlaw Directory. Charges associated with the databases,Features and services that are not part of the 7. Transactional Charges WestlawPRO products elected by Subscriber will be billed in addition to the A. Monthly WestlawPRO Charges at the rates set forth below ("Excluded i. Search Charges Charges"). West may, at its option, make certain databases, Features and Each search query will incur a search charge. Search services Excluded Charges if West is contractually bound or otherwise charges range from $0 to $230 per search. The search required to do so by a Contributor of Data or if the databases, Features or charge applicable to each database is available in the services are enhanced or released after the effective date of the Subscriber SUBSCRIBER Database. For sales tax purposes only, a Agreement and the Order Form. percent of each search charge is allocated to communications. 3. Training Charges Training and technical support charges are as set forth on the Order Search charges for multiple database searches are Form. discounted as follows: 1 database No discount 4. West Reporter Images 2-3 databases 10%discount West Reporter Images $16.00 per image 4-10 databases 20% No offline transmission charges apply. 11+databases N/A 5. Rise of American Law ii. Westlaw Legal Calendaring $20.00 per transaction Rise of American Law-Time $33.33 per minute Rise of American Law-Search 500.00 per transaction Rise of American Law-Finds 300.00 per transaction Rise of American Law-Images 300.00 per image iii. PeopleMap 10. Alert Services Charges Search $50.00 per transaction WESTCIip Comprehensive Report 149.00 per report* Non-continuous Clipping $0 Core,Asset or Adverse Report 100.00 per report* pp g Continuous Clipping 4.50 per day per search Document Find 25.00 per transaction Graphical Expansion 25.00 per transaction BNA Clipping 14.00 per transaction KeyCite Alert West Case Timeline 20.00 per transaction Non-continuous Clipping 7.00 per transaction Neighbors/Relatives(Past&Current) 5.00 per transaction * includes search charges Continuous Clipping 9.00 per day per transaction KeyRules Alert 6.00 per transaction B. Online Find Charges* CapWatch 5.00 per transaction Charge Per Document WCW Newsletter Delivery 4.00 per transaction Find(Primary Law) $8 Regulatory Topical Alerts Find(Secondary Law/Regulations Finds/Display) 16 Non-continuous clipping 0 Find(BNA,RIA) 25 Continuous Clipping 4.50 per transaction Find(PastStat Loc,State LH,NetScan&StateNet) 25 Find(ResultsPlus) 50 Database charges apply to the online display of WestClip and Docket Find(ResultsPlus Briefs/Trial Documents) 80 Find(Briefs Briefs and Trial Documents) 65 Alert results. Find charges and charges associated with documents Find(State Survey) 200 viewed from KeyCite Alert and Docket Alert results shall apply. Connect Find(Expert Witness) 50-125 time and communications charges do not apply during transactional Find(Dockets) 15 billing sessions. Offline transmission charges do not apply to WestClip Find(Westlaw Tax) 12-22 cite lists(excluding BNA)or KeyCite Alert. Find(West Court Wires) 10 Find by Title** N/A 11. Westlaw Public Records Charges *Includes Find Charges for Previous Section/Next Section The Scope screen for each Westlaw Public Records Database lists its **Find by Title creates a search query which will result in a search database classification for per minute billing. The search charge charge. No separate Find transactional charge will apply. See applicable to each Westlaw Public Records Database is available in the SUBSCRIBER Database for detailed pricing. SUBSCRIBER Database. Additional charges for third-party services may apply. The following transaction charges apply in addition to the C. Online Citation Checking Charges per minute and transactional charges: 9 9 Charge Per Detail KeyCite TM $6.25 per citation Record Viewed RIA-Cite 6.25 per citation Delaware Corporate Records $9.00 West CiteAdvisor Charge Per Entry Citation Formatter 45.00 per document D&B Alert $5.00 TOA Builder 45.00 per document TOA Builder(with use of formatter) 34.00 per document The following charges apply in lieu of per minute and transactional BriefTools charges: Links 30.00 per document Charge Per Document Flags 6.50 per citation Duns Business Records Plus* QuickCite® creates a search query which will result in a search Business Record&Full Financial $128.90 charge. No separate online citation checking charges apply. No Business Information Report(domestic) 110.00 offline transmission charges apply. Business Information Report(international) D. QUOTE Charges $.15 per entry Africa 443.00 Middle East 443.00 E. Document Display Asia Pacific 443.00 Reports Viewed $75-$300 per report viewed Latin America 340.00 Documents Viewed 5-600 per transaction Europe 288.00 Canada 144.00 8. Offline Transmission Charges Comprehensive Report 129.50 A user may elect either per line or per document offline transmission Family Tree Report 60.10 billing in the Options Directory. Such election will be effective for all Business Record&Financial Abstract 60.10 subsequent sessions unless the election is changed. Offline Business Record 35.70 transmission charges apply to all printing and downloading to storage Business Abstract 23.35 devices and facsimile machines and e-mail via Westlaw functionality, Family Member Profile 9.80 unless otherwise indicated. Company Relations 2.35 Rate Rate Per Per company-250 companies maximum Per Line Document (250 companies or more-no additional charge) Branch Locations 2.35 Westlaw Public Records Databases $.04 $5 Per location-250 locations maximum Briefs .04 20 (250 locations or more-no additional charge) Selected databases up to.65 up to 50 *Minimum fee of$15.75 per search. All other databases .04 10 12. Company Profiles Database Charges 9. WestCheck$and find&print.com Charges Index Search $0 Company Profile 35 per report Citation Service Charge Per Citation ResultsPlus 40 per report KeyCite $6.25 Table of Authorities 1.00 Offline transmission charges apply to citations list but do not apply to QuoteRightTM 7.00 Company Profiles reports themselves. Find 13.00-225.00 Find(Selected databases) 23.00-70.00 Content Verification .50 No offline transmission charges apply. 5/1/11 SAMlnet 137.dot 13. Dockets Charges C. Online Citation Checking Charges The following charges apply in lieu of per minute and transactional charges: KeyCite $7.00 per citation Search $7-14 per transaction View document 5 per document D. Docket Charges Update document 2-8 per document The following charges apply in lieu of per minute and transactional Dockets Alert* 5 per transaction charges*: Multi-Base Searches 20-145 per transaction Docket Tracking* 2-10 per transaction Document Display $20.00 per document Case Calendaring Docket PDF $4.00 per image Information Update 2 per transaction Document Update $2.00-$8.00 per document Tracking Service 1 per transaction DE Court of Chancery PDF $65.00 per image Integration Service 1 per transaction View Document from Alert $5.00 per document Document retrieval services At then-current rates *See Pricing Guide for additional details. * Limit of 99 alerts/tracks per password 19. Foldering 14. PDF Charges Documents in folders may be accessed at no charge for 12 months after Attomey Medical Advantage $225.00 per image the initial chargeable view. In transactional billing sessions, the initial Blaussen Medical Illustration chargeable view occurs the first time a document is viewed inside or Standard Collection 250.00 per image outside of a folder. For hourly billing sessions, the initial chargeable Premier Collection 275.00 per image view occurs the first time a document is viewed within a folder. This Experian Reports 8.00-44.95 per report initial chargeable view will be charged at the applicable transactional Briefs/Trial Docs/State Surveys 65.00 per image document display charge. Documents viewed in a folder after 12 DE Chancery Docket 65.00 per image months will incur the then current WestlawNext transactional document Deed Image 25.00 per image display charge. Hourly billing (including Communications Charges) is Dockets PDF 4.00 per image suspended while browsing folders. Expert Witness/Courtroom Transcripts 65.00 per image Legal Due Diligence Reports 200.00 per image 20. WestlawNext Access Charges lnvestext 9.95 per page Real Property Parcel Maps 15.00 per image Search $10 per search Patent Image 3.00 per image Document Display $5 per document display ResultsPlus Investext 14.95 per 1'page KeyCite $2 per citation (Each additional page) 9.95 per page No offline transmission charges apply. WestlawNext Access Charges will be billed in addition to WestlawNext charges,for those Subscribers that access WestlawNext and have not 15. West Batch Processing purchased a WestlawNext subscription, These charges will be billed on Charges of$ .05 - $2.00 per row shall apply in lieu of per minute or a transactional basis for hourly and transactional sessions. transactional charges. Any users of West Batch Processing must be credentialed prior to accessing. 21. Offline Transmission Charges A user may elect either per line or per document offline transmission 16. Westlaw Doc&Form Builder billing in Preferences. Such election will be effective for all subsequent Westlaw Doc&Form Builder $10.00-$95.00 per document sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and e-mailing Plan 2 WestlawPRO .-for State and ;local ;Government-:Agencies: via WestlawNext functionality,unless otherwise indicated. Paragraphs 17:through,gh,.22 .below set forth ;charges ,that apply Per line charges range from$0.04 to$0.08 toWestlawNext Not all ,content and Features are accessible via WestlawNext. Per document charges range from$10.00 to$25.00 Upon accessing next.westlaw.com, a user may elect either per minute or 22. PDF Charges transactional billing in Preferences. Such billing election will be effective for griefs 65.00 per image all subsequent sessions unless the election is changed. The SUBSCRIBER Trial Docs/State Surveys 65.00 per image link in the Tools tab lists the per minute,transactional and offline transmission Expert Witness/Courtroom Transcripts 65.00 per Image charges for a multiple content categories. No offline transmission charges apply. 17. Per Minute Charges A. Home,Content and Topical Pages $4.00 per minute B. Viewing a Search Result List $8.00 per minute C. Per Minute Charges for Viewing Full Text Documents Range from$9.34 per minute to$45.34 per minute. D. Communications Charges $.22 per minute Communications charges apply to sessions when per minute billing is selected. They begin when a password is transmitted and end when the session ends - they apply to the entire WestlawNext session. 18. Transactional Charges A. Search Charges $48 per search Each search query will incur a search charge. B. Document Display Charges Range from$8 to$200 per document Each document display will incur a transactional charge. 5/1/11 SAMlnet 137.dot