HomeMy WebLinkAbout20063504.tiff A ON
Enhancing service through imaging
A proposal for:
Weld County and ACS
Social Services
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Prepared by:
LASON
Brad Schmelzer
12-15-06
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2006-3504
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LASON SYSTEMS. INC.
CUSTOMER SERVICE AGREEMENT
LASON Systems, Inc. ("LASON") agrees to supply to Weld County("CUSTOMER") located at
314 N.11`h Avenue Greeley CO 80631, and CUSTOMER agrees to purchase from LASON the
scanning and conversion of documents as may be outlined below.
The PARTIES agree to be bound by the following exhibits to this agreement, the terms and
conditions of which are hereby incorporated by reference:
A. STATEMENT OF WORK, attached hereto as EXHIBIT A and which fully and completely
describes the services (the "Services")to be provided by LASON to Customer.
B. PRICING SCHEDULE AND PAYMENT TERMS, attached hereto as EXHIBIT B and
which are based on the Services to be provided to CUSTOMER.
C. STANDARD TERMS AND CONDITIONS, attached hereto as EXHIBIT C and which
describe in detail all responsibilities, obligations, liabilities and warranties represented by
this agreement.
The Services to be provided to CUSTOMER under this Agreement are:
Project
Repetitive
X Both Project and Repetitive
In witness whereof, this agreement has been executed by a respective signatory of each party
whose signature appears below and is on the date of this Agreement duly authorized by all
necessary and required corporate action to execute this agreement.
SIGNATURES:
Weld County LASON Systems, Inc.
315 N 11th Avenue 503 N. Main Street#205
Greeley, CO. 80631 Pueblo, CO. 81003
By: By: [�'to l
M. S. Geile
Title: Chair, Board of County Commissionerlitle: VP&GM, Western Region
Date: 12/20/2006 Date: 12/19/06
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biz UNTY CLERK TO THE BOARD
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UT CLER O T BOARD
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SOON
Conflict of Interest Statement
We represent and warrant that(1)we have not offered, and during the term of this evaluation or signed agreement will
not offer, to any employee of Weld County or member of such employees family any gift, gratuity or compensation in
any form; (2)to the best of our knowledge no employee of Weld County is employed by, or has any ownership interest
in, the respondent; (3)there is no understanding or agreement, expressed or implied, for the acquisition of any
ownership interest in the respondent by such employee (or family member); and (4)during the term of this evaluation
we will not employ any employees or family members of Weld County.
Statement of Confidentiality
This document contains confidential information provided for the sole purpose of permitting Weld County to evaluate
LASON as a prime contractor for document and data conversion services and document management software of
Child Welfare,Assistance Payments and Child Support documents. In consideration of receipt of this document, Weld
County agrees to maintain such information as privileged and confidential. Information contained within this
document will not be conveyed in any manner(written, electronically or verbally)to any person outside the group, who
is not directly responsible for evaluation of its contents for the stated purpose, except that there is no obligation to
maintain the confidentiality of any information which was known to Weld County prior to receipt of such information; or
which becomes publicly known through no fault of Weld County; or is received without obligation of confidentiality.
Upon written request, Weld County will return this document and all copies to LASON. Conditions and pricing in this
proposal are valid for a period not to exceed (120)days unless extended in writing.
LASON Outsourcing Proposal Page 2 of 20 12/15/2006
ASSON
TABLE OF CONTENTS
CUSTOMER REQUIREMENTS 4
BACKGROUND 4
OVERVIEW OF SITE SURVEY 4
EXHIBIT A-LASON SCOPE OF WORK 4
INDEXING 4
DELIVERY 4
WELD COUNTYRESPONSIBILITIES 4
Electronic Information 4
Location
4
LASON RESPONSIBILITIES 5
Pre-Preparation 5
Scanning 5
QUALITY CONTROL PROCESS 5
Tracking System 5
Scanning—Attended Mode QC 5
Image Clean-up Processes 5
Post Scan Automated QC 6
Post Scan Visual QC 6
Post Release QC 6
Workflow Quality Control 6
Post Preparation 6
DOCUMENT IMAGE SPECIFICATIONS 6
SERVICE LEVELS 6
PROJECT MANAGEMENT 7
COMPANY OVERVIEW 6
LASON's INDUSTRY Focus 7
EXHIBIT B-COST PROPOSAL 8
CONVERSION PRICING 8
EXHIBIT C -TERMS AND CONDITIONS 12
LASON Outsourcing Proposal Page 3 of 20 12/15/2006
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Exhibit A
Background
Description of business problem being solved
By converting these documents to an electronic form and providing access through the EMC Application Xtender
document management system, Weld County will be able to:
• Raise service levels by allowing for rapid retrieval of imaged data,
• Avoid future interfiling errors or loss of documents through misfiling,
• Reduce costs by eliminating certain retrieval and copy functions and the need for on-site storage,
• Minimize the risk of damage or loss of hardcopy documents as a consequence of frequent retrieval or
disaster.
Overview of the scanning process
LASON received information from our on-site visit on 10-25-06 and the following is a brief list of the specifics of the
project.
1. Assistance Payments has an estimated 4,700,000 images.
2. Child Welfare has an estimated 1,650,000 images.
3. Child Support has an estimated 924,000 images.
4. Document preparation will be performed by Lason.
5. The primary documents will be scanned at 200 dpi into a multi-page non-proprietary Group 4 TIFF format.
They will then be easily imported into your EMC Application Xtender document management software.
6. The primary fields to index will be Household Number and Name. Additional document types within the
folders will be identified during indexing and are indicated individually in the pricing section of this proposal.
7. Weld County may provide an Excel or Access Database to aide in the indexing and eliminate the need for
manual indexing.
LASON Scope of Work
LASON's solution includes document preparation, batching, scanning, and indexing, all the while, adhering to strict
quality control standards. All services included in the solution will be performed at Lason's facility located at 503 N
Main Street#205, Pueblo, Colorado 81003 during an 8 hour shift sometime between 7:00 AM and 5:00 PM, Monday
through Friday. No work will be performed outside of the United States. LASON will extend service hours to include
weekends, if necessary.
Indexing
Indexing of the records will be done in a batch by cycle using the following attributes:
Indexing Size Source
Household Number 6 Digit Keyed from file
Name 15 Alpha Keyed from file
Document Identification See Pricing Section Keyed from file
Delivery
LASON will deliver a hard disc with the images in single-page TIFF image with the index values in an ASCI Text file.
The images and values can then be imported into the EMC Application Xtender document management system.
Weld County Responsibilities
Electronic Information
Weld County may also provide an electronic format of the additional index fields. LASON requests that the
information be provided in MS Access, Oracle, Excel or an ASCII file for folders that are to be scanned.
LASON Outsourcing Proposal Page 4 of 20 12/15/2006
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Lason Responsibilities
Pre-Preparation
• 1) Documents will be batched and placed back into a box or gurney in the same order as received.
2) Remove encumbrances such as: ACCO fasteners, paper clips, and staples.
3) All folded sheets will be unfolded and left flat in prepped file folder.
4) Documents determined to be too thin for proper capture will be photocopied onto 20lb. bond paper to enable
capture.
5) Repair torn or damaged pages.
6) Tape torn leading edges.
7) If any documents have a landscape orientation, rotating left or rotating right may be provided as needed for data
capture purposes.
Lason Responsibilities
Scanning
Upon completion of final Document pre-preparation and initial validation, LASON will perform the following tasks:
1) Documents will be captured as a duplex page, and with blank-page detection and removal as part of the capture
process.
2) Begin the capture process.
3) Scan documents at 200dpi in B &W and output to a non proprietary Tiff Group IV format.
4) Scan documents in"Batch Format"as defined with the visual verification that all pages are being captured
properly.
Quality Control Process
Tracking System
LASON utilizes a national production tracking system named LASON Operations Control System (LOCS). Upon
project implementation, LASON will log all project tasks into LOCS, enabling the system to track the work in process
at any given time and monitor employee performance and quality commitment on every conversion task.
LOCS also collects and reports information on customer specifications, pricing,job scheduling,job documentation,
labor productivity and utilization, and service billing. A series of reports are run daily that allow LASON management
to analyze load factors and overall performance of the conversion process.
Scanning —Attended Mode QC
LASON's scan operators are required to scan in "Attended Mode"to assure that the best quality image is rendered. In
Attended Scanning Mode, the operator visually inspects images as they are captured, and the operator will interrupt
scanning if any issues that compromise image quality are detected such as double feeds, folded corners, light
images, dark images etc. While Attended Mode Scanning is slower than unattended scanning, it provides the first line
of image quality control and avoids re-scanning documents.
Image Clean-up Processes
Image processing includes de-skew, de-speckle, black border removal and crop. LASON utilizes state-of-the-art
production scanners and image processing technologies to render the best possible electronic document images
comparable to the quality of the original documents.
LASON has developed quality assurance checks throughout the document conversion process. The quality control
standards involve precise scanner set-up and testing before the scanning process can begin for each job. Set-up
entails scanner adjustments to assure the accurate and complete capture of the documents.
LASON Outsourcing Proposal Page 5 of 20 12/15/2006
Post Scan Automated QC
After batches are released from the scan station, a series of automated quality control (QC)steps are run against the
batch. These steps are unique to every project, and they will be established between LASON and Weld County prior
to the start of the project. The quality control measures include several standard steps like corrupt image, large image
file size, etc.
Post Scan Visual QC
After the automated QC has completed, a QC operator will perform visual QC of images and data prior to sending the
batch to"Release". The Post Scan inspection is done for 100%of the images and data at the start of the job and
scaled back to a 10% random effort after all errors in the process have been corrected.
Post Release QC
Once images and data have been released from Scanning Workflow, they are written to an agreed upon transfer
media. An automated process is run against the batch to ensure all images and data have been written to media and
that none are corrupt.
Workflow Quality Control
LASON's scanning and indexing workflow is managed with Scanning Software. If discrepancies are found within a
batch in any step of the conversion process, then the entire batch is directed to Quality Control Module. Images or
indexes that require re-work are re-processed to correct identified issues. After final acceptance by the Quality Control
Staff, images are moved into the formatting process.
Post Preparation
LASON will prepare files, post scan and will perform the following tasks for each batch completed:
• The documents will be kept at the Lason Pueblo facility and upon written request from Weld County they will be
shredded or returned.
• Place batch transmittal sheets on top of batch and place rubber band around batch as originally received.
• Box documents by"Batch"as completed.
• Indicate Batch Numbers on outside end of box, for all batches contained within.
Document Image Specifications
The folders will be scanned at 200 dpi and stored in TIFF files. Following scanning, quality control and indexing, the
documents will be returned to their original boxes. An associated, fielded flat file will contain index keys, an indication
of the page number within the document and a"pointer"to the actual image file.
Service Levels
LASON utilizes a national production tracking system named LASON Operations Control System (LOCS). Upon
project implementation, all work is logged into LOCS,which tracks the work in process at any given time and monitors
employee performance and quality commitment on every conversion task.
LOCS also collects and reports information on customer specifications, pricing,job scheduling,job documentation,
labor productivity and utilization, and service billing. A series of reports are run daily that allow LASON management
to analyze load factors and overall performance of the conversion process to ensure that turnaround times and quality
standards are met.
Company Overview
LASON enables organizations to secure their decisions and their future by improving the efficiency, effectiveness and
productivity of businesses and business processes through outsourced services in industries that are data and
document-intensive where accuracy, privacy and security are top concerns.
LASON is a leading provider of Business Process Outsourcing (BPO) solutions and integrated data and document
management services that focuses on driving operational excellence via business process improvement. Our
integrated solutions and services leverage LASON's extensive expertise in data management and capture, online
LASON Outsourcing Proposal Page 6 of 20 12/15/2006
storage and retrieval, output processing and facilities management. Since our incorporation in 1985, LASON has
grown significantly. We currently operate in five countries worldwide, with more than 7,500 employees located in
more than 35 offices and production centers. On a monthly basis, our operations support over 5,000 active
customers by:
• Capturing 3.6 billion characters of data.
• Managing over 2.5 billion documents on-line through the company's proprietary, storage and retrieval
solution, document DNATM.
• Capturing 75 million pages of information via scanning and microfilm.
• Printing and distributing more than 50 million documents.
• LASON also resells, implements and supports the industry leading technology that we utilize in our facilities
including Hyland Software, Kodak and Bell+Howell production scanners, and Wicks and Wilson film scanners.
LASON's Industry Focus
LASON's focus on operational excellence through business process improvement provides organizations in industries
that are data, document and resource intensive with significant real-time financial and operational benefits. LASON
further refines its market position by concentrating on industries that have accuracy, privacy and security as top
concerns. LASON's solution offerings and services integrate state-of-the-art technology and business process
expertise to deliver significant identifiable cost savings to its customers.
LASON Outsourcing Proposal Page 7 of 20 12/15/2006
Exhibit B — Cost Proposal
Weld County Social Services
Scanning Summary of the projects
Project Start End Images Price
Social Services Child Support 12/27/2006 1/21/2007 924,000 $55,193
Social Services Child Welfare 1/21/2007 3/17/2007 1,650,000 $103,329
Social Services Assistance Payments 3/17/2007 8/2/2007 4,687,500 $292,052
Total 7,261,500 $450,574
11.60% Discount if signed by 12-27-06
and work to start by 1-15-07 ($52,280)
Revised Total $398,294
Adjusted price per image $0.055
Di
Weld County Social Services
Software and Hardware
Item Price Quantity Total
ApplicationXtender OCR Server—Converts scanned
images to text. Full Text Server License.#456-003-001 $1,999 1 $1,999
Verity K2 Searching Server.Allows the user to search
for specific words in the document.#456-003-079 $3,999 1 $3,999
Verity K2 Searching Licenses. #456-002-994
10 users for Child Support
30 users for Child Welfare
50 users for Assistance Payments $279 95 $26,505
ApplicationXtender —Searching Licenses#457-000-313
10 users for Child Support
30 users for Child Welfare
50 users for Assistance Payments $950 95 $90,250
ScanXtender-Scanning Software—#456-003-072
1 for Child Support
2 for Child Welfare
3 for Assistance Payments $499 6 $2,994
AppXtender Workflow Server#456-003-073 $9,999 1 $9,999
AppXtender Workflow Client Licenses #45-003-020 $800 12 $9,600
AppXtender Workflow Process Builder#456-003-074 $4,999 1 $4,999
Fujitsu fi-5750—6 Production Scanners. 71 ppm/142ipm
scanner. Includes USB Connections. #PA-03338-6005 $5,450 6 $32,700
EMC Software Annual Maintenance $31,572 1 $31,572
Lason On-Site Annual Maintenance—Hardware and
Software $27,187 1 $27,187
Lason Installation and Training-Price per day $1,250 12 $15,000
EMC Software Discount until 12-27-06 ($30,000)
Total Revised Software and Hardware $226,804
LASON Outsourcing Proposal Page 8 of 20 12/15/2006
Scanning for Child Support
Bar code
Pricing Assumptions Count pages
Folders 8,800
Documents per folder 1
Page per document 75
Total documents 8,800 8,800
Total pages 660,000
Pages/box 3,000
Total boxes 220
Total pickups(Twice weekly) NA 8
Indexing -Keyed Fields Characters Per folder Total/folder
Household Number(Doubled Key) 8 1 8
Name 15 1 15
Total keystrokes per file 23 23
Total keystrokes (Single& House#Double keyed) 202,400 272,800
Conversion Summary
Total estimated pages 660,000
Percent duplex 40.0%
Estimated image volume 924,000
Total bar code pages 8,800
Estimated keystrokes 272,800
Document Conversion Quantity Unit Price Total
Pick-up and delivery 4 $174.50 $698
Document prep(prepare for scan) 600 $18.50 $11,100
Bar code pages 8,800 $0.035 $308
B&W scan with blank page delete 200 dpi 100
Image QC 924,000 $0.040 $36,960
Indexing (domestic) 272,800 $0.009 $2,455
Formatting for Application Xtender and direct
import 924,000 $0.003 $2,772
Job set up, programming, conversion rules
specifications and project management 12 $75.00 $900
Total $55,193
Optional Items
Document shredding (Priced per pound) 12,936 0.25 $3,234
100% page verification (checking of every page to
image) 660,000 0.045 $29,700
Conversion Timeline Quantity Start date End date
LASON Outsourcing Proposal Page 9 of 20 12/15/2006
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Conversion set up and testing days 5 12/11/2006 12/22/2006
Conversion duration in working days 18 12/23/2006 1/21/2007
Conversion duration in weeks 4
Boxes per day 12
Pages per day 36,075
LASON Outsourcing Proposal Page 10 of 20 12/15/2006
Scanning for Child Welfare
Bar code
Pricing Assumptions Count pages
Folders 11,000 11,000
Documents per folder 4
Page per document 25
Total documents 44,000 44,000
Total pages 1,100,000
Pages/box 3,000
Total boxes 367
Total pickups(Twice weekly) NA 12
Indexing-Keyed Fields Characters Per folder Total/folder
Household Number(Double Key) 8 1 8
Name 15 1 15
Document Type: -
Past history -
Core Provider -
Foster Care -
Demographics -
Total keystrokes per file 23 23
Total keystrokes (Single & House# Double keyed) 253,000 341,000
Conversion Summary
Total estimated pages 1,100,000
Percent duplex 50.0%
Estimated image volume 1,650,000
Total bar code pages 55,000
Estimated keystrokes 341,000
Document Conversion Quantity Unit Price 'Total
Pick-up and delivery 6 $174.50 $1,047
Document prep (prepare for scan, barcode
separation) 1,375 $18.50 $25,438
Bar code pages(Folder& Legal Doc Type) 55,000 $0.035 $1,925
B&W scan with blank page delete 200 dpi 100%
image QC 1,650,000 $0.040 $66,000
Indexing (domestic) 341,000 $0.009 $3,069
Formatting for Application Xtender and direct
import 1,650,000 $0.003 $4,950
LASON Outsourcing Proposal Page 11 of 20 12/15/2006
Job set up, programming, conversion rules
specifications and project management 12 $75.00 $900
Total $103,329
Optional Items
Document shredding (Priced per pound) 23,100 0.25 $5,775
100% page verification (checking of every page to
image) 1,100,000 0.045 $49,500
Conversion Timeline Quantity Start date End date
Conversion set up and testing days 3 1/21/2007 1/29/2007
Conversion duration in working days 30 1/30/2007 3/17/2007
Conversion duration in weeks 6
Boxes per day 12
Pages per day 36,075
LASON Outsourcing Proposal Page 12 of 20 12/15/2006
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Scanning for Assistance Payments
Bar code
Pricing Assumptions Count pages
Folders 31,250 31,250
Documents per folder 4
Page per document 25
Total documents 125,000 125,000 625,000
Total pages 3,125,000
Pages/box 3,000
Total boxes 1,042
Total pickups (Twice weekly) NA 36
Indexing -Keyed Fields Characters Per folder Total/folder
Household Number(Doubled Key) 8 1 8
Name 15 1 15
Document Type: (4 barcode sheets per folder+
folder) -
Past history -
Core Provider -
Foster Care -
Demographics -
Total keystrokes per file 23 23
Total keystrokes(Single& House#Double keyed) 718,750 968,750
Conversion Summary
Total estimated pages 3,125,000
Percent duplex 50.0%
Estimated image volume I 4,687,500
Total bar code pages 156,250
Estimated keystrokes 968,750
Document Conversion Quantity Unit Price Total
Pick-up and delivery 18 $174.50 $3,141
Document prep (prepare for scan, barcode
separation) 3,906 $18.50 $72,261
Bar code pages (Folder& Legal Doc Type) 156,250 $0.035 $5,469
B&W scan with blank page delete 200 dpi 100%
image QC 4,687,500 $0.040 $187,500
Indexing (domestic) 968,750 $0.009 $8,719
Formatting for Application Xtender and direct
import 4,687,500 $0.003 $14,063
Job set up, programming, conversion rules
specifications and project management 12 $75.00 $900
Total $292,052
LASON Outsourcing Proposal Page 13 of 20 12/15/2006
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Optional Items
Document shredding (Priced per pound) 65,625 0.25 $16,406
100% page verification (checking of every page to
image) 3,125,000 0.045 $140,625
Conversion Timeline Quantity Start date End date
Conversion set up and testing days 5 3/17/2007 3/28/2007
Conversion duration in working days 87 3/29/2007 8/2/2007
Conversion duration in weeks 18
Boxes per day 12
Pages per day 36,075
LASON Outsourcing Proposal Page 14 of 20 12/15/2006
EXHIBIT C
TERMS AND CONDITIONS
1. Engagement. CUSTOMER engages LASON to provide to CUSTOMER the services set forth on the
Statement of Work attached hereto as Exhibit A (the "Services"), and IASON hereby accepts such
engagement for and in consideration of the compensation hereinafter provided, and agrees to perform the
Services in a professional, timely and workmanlike manner, consistent with industry standards, and in
accordance with and subject to the terms and conditions of this Agreement. CUSTOMER hereby agrees that
during the term of this Agreement (including any renewal term), LASON shall be the exclusive provider to
CUSTOMER of the type of services included in the Services.
2. Term.
(a) Project services. The term of this Agreement shall begin on the date hereof and shall continue until all
Services are completed and the parties have satisfied all of their respective responsibilities and
obligations hereunder.
(b) Repetitive services. The term of this Agreement shall be for two years from the date of this
Agreement (the "Initial Term"), and shall automatically extend for successive two year terms unless
written notice of termination is given by either party to the other not less than ninety (90) days prior to
the end of the then current term.
(c) Both Project and Repetitive services. With respect to that portion of the Services that are Project
services, subparagraph (a) above shall apply. With respect to that portion of the Services that are
Repetitive services, subparagraph (b)above shall apply.
3. Billing and Payment. CUSTOMER shall pay LASON for the Services at the rates and charges set forth in the
Pricing Schedule and Payment Terms attached hereto as Exhibit B and as such schedule may be amended
from time to time. LASON may also vary the rates and charges set forth on Exhibit B to reflect increases in its
labor and material costs. All price increases will become effective thirty (30) days after LASON delivers written
notice to CUSTOMER. In addition to the foregoing, the following policies with respect to billing and payment
shall apply:
(a) $0 is CUSTOMER's initial pre-payment amount. If CUSTOMER is required to pay a set-up fee or
make another type of initial pre-payment or other assurance of payment, LASON is not obligated to
begin providing the Services until such payment is received.
(b) Invoices are due and payable upon receipt. If payment is not received by LASON within thirty(30)
days of the invoice date, any outstanding balances will bear a late payment fee at the higher rate of:
(i) 1.5% per month, or (ii) the maximum rate allowed by law, until paid in full. LASON reserves the
right to charge CUSTOMER the costs of collecting delinquent accounts, including filing fees and
attorney fees.
(c) CUSTOMER shall be billed for and shall be responsible for paying all federal, state, county, local or
other excise, sales or use taxes in connection with the provision of the Services.
(d) CUSTOMER and LASON agree that time is of the essence for payment of all invoices. If
CUSTOMER disagrees with an invoice, CUSTOMER shall timely pay that portion of the invoiced
amount not in dispute and, within five (5) days of the invoice date, deliver written notice to LASON,
specifying in reasonable detail the basis of CUSTOMER's dispute. LASON and CUSTOMER agree to
meet in good faith to discuss a resolution to CUSTOMER's dispute. If, within ten (10) days of
CUSTOMER's dispute, the parties cannot agree, LASON and CUSTOMER shall have the right to
resort to any legal or equitable remedies available to them under law in order to finally resolve the
dispute.
LASON Outsourcing Proposal Page 15 of 20 12/15/2006
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4. Change in Scope. CUSTOMER hereby acknowledges that the rates and charges for the Services are based
upon the Statement of Work and, among other factors, the Assumptions set forth on Exhibit C attached
hereto. LASON, therefore, reserves the right to change its rates and charges to CUSTOMER if the Statement
of Work or the Assumptions are materially different than that which is attached to this Agreement. In the event
CUSTOMER requests any change in the Services after the date hereof, such change shall be deemed a
change to the Statement of Work attached hereto as Exhibit A.LASON and CUSTOMER agree that they will
modify the Statement of Work to reflect such changes. If the changes impact labor, materials, time or other
direct or indirect costs, then new prices will be mutually determined by LASON and CUSTOMER. The parties
agree that LASON shall not be required to perform any additional or modified Services until such time as the
parties shall have executed and delivered to the other written amendments to the Statement of Work and the
Pricing Schedule and Payment Terms to reflect such additional or modified Services.
5. Use of Service. LASON conducts its business in compliance with applicable laws, rules and regulations, with
honesty and integrity and with a strong commitment to the highest standards of business ethics. Therefore,
LASON is not responsible for, and CUSTOMER shall defend and indemnify LASON against: (a)
CUSTOMER's use of the Services that may constitute a violation of the law or the infringement of any third
party's proprietary rights; (b) anything CUSTOMER may provide to LASON that LASON incorporates into the
Services; (c) CUSTOMER's modification of the Services; and (d) the combination, operation, or use of the
Services with any product, data, or apparatus that LASON did not provide. Any claims of illegality or
infringement shall not constitute valid justification for dispute of an invoice. CUSTOMER is solely responsible
for all Services used, allegedly illegal or otherwise, and for all additional charges as may be associated with
such usage. If LASON determines that an illegal or infringement is or may be occurring, LASON has the right,
but not the obligation, to discontinue providing any Service associated with such usage.
6. Confidentiality. LASON hereby acknowledges that in performing the Services, it may be furnished or
otherwise be provided access to CUSTOMER's confidential information, including trade secrets and other
proprietary information, all of which is clearly marked as confidential by CUSTOMER.LASON hereby agrees
and covenants to hold in trust and confidence all such information during and following the term of this
Agreement; provided, however, that LASON may disclose such confidential information if required by any
judicial or government request, requirement or order. Notwithstanding the provisions of this paragraph 6,
LASON shall be liable to CUSTOMER only in the event of a willful and material disclosure of CUSTOMER's
confidential information or data, provided, that LASON's liability shall be limited to an amount not exceeding
the purchase price of the Services provided hereunder.
(a) CUSTOMER agrees that CUSTOMER, its officers, employees and agents shall maintain all information
disclosed to it by LASON in connection with this Agreement in confidence and will not disclose any such
information to anyone else, nor use it for their own benefit or the benefit of others without the written
consent of LASON; provided, however, that the CUSTOMER shall have the right to use any such
information for its own necessary internal purpose while this Agreement is in effect.
(b) CUSTOMER represents and warrants that it has the right to disclose any information provided to LASON
in furtherance of the purpose described herein or any Statement of Work,without violating any agreement
with or right of any other person or company or violating any law, rule or regulation. Confidential
Information hereunder may include Confidential Information of a third party, provided that the third party
has authorized such disclosure, and in such event this Agreement shall apply equally to such Confidential
Information and shall inure to the benefit of such third party.
(c) LASON agrees that it shall maintain the confidentiality of all information provided LASON by
CUSTOMER. Such information shall be used only for the intended purpose and shall not be disclosed to
other parties without the written consent of CUSTOMER. Further, all data files shall be returned to
CUSTOMER upon completion of the specific project for which they were intended. However, LASON shall
have the right to use any such information for its own necessary internal purposes.
7. Title to Work Product. LASON and CUSTOMER hereby agree that all deliverables and other work produced
exclusively for CUSTOMER pursuant to the terms of this Agreement (the "Intellectual Property"), shall be the
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property of CUSTOMER.CUSTOMER will retain exclusive right and title in and to said Intellectual Property.
Notwithstanding the foregoing, CUSTOMER hereby grants to LASON, and LASON reserves a license to use
the Intellectual Property for its own benefit and for the benefit of third parties in connection with the conduct of
its business. LASON agrees not to resell the images that are converted during this project to any other group.
(a) Utilities.CUSTOMER acknowledges that from time-to-time LASON develops certain reusable processes,
techniques, information,training material and documentation that are incorporated into its Services that are:
(a)not pursuant to this Agreement or(b)under this Agreement which (i)are designed as utilities to LASON
proprietary software and services, (ii)are not specifically requested by CUSTOMER pursuant to a Statement
of Work,and (iii)do not contain CUSTOMER proprietary materials or Confidential Information(hereinafter
collectively referred to as"Utilities").Utilities are LASON's proprietary information and Intellectual Property. It
is understood that some of the Utilities may be incorporated into the Services provided by LASON for
CUSTOMER,and that nothing in this Agreement or any Statement of Work shall be deemed to transfer or
assign ownership of the Utilities and related Intellectual Property Rights from LASON to CUSTOMER.
(b) Excluded Inventions. LASON will not be required to assign to CUSTOMER any business concept,
invention, discovery, innovation or improvement that LASON developed on its own time and without the
use of any CUSTOMER equipment, supplies,facility or Confidential Information (the"Excluded
Inventions").
8. Risk of Loss and Insurance. CUSTOMER acknowledges that it has unique knowledge of the value of any
electronic data processing media, papers or other tangible personal property furnished by CUSTOMER to
LASON in connection with the provision of the Services (the "CUSTOMER Property").CUSTOMER hereby
agrees and represents to LASON that it has and shall maintain policies of insurance in amounts necessary or
required to insure against any loss of or damage to the CUSTOMER Property while the same is within the
care, custody and control of LASON.CUSTOMER agrees that LASON shall not be responsible for nor liable
for any damage to or loss of CUSTOMER Property.
9. Warranties; Limitation of Liability; and Remedies. LASON will provide the Services to CUSTOMER according
to industry standards. LASON MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
TO THE SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. As a material
inducement for LASON to provide the Services at the rates and charges stated herein, CUSTOMER agrees
that, in no event, shall LASON be liable for(a) any loss, expense or damage associated with CUSTOMER's
or a third party's loss of revenue, profits, savings business or goodwill or (b) any indirect, exemplary,
proximate, consequential or incidental damages and expenses of any nature relating to this Agreement or the
Services. Customer's sole and exclusive remedy in the case of a breach of this Agreement by LASON shall
be a refund of the price paid for those Services not provided in accordance with the terms of this Agreement
as a result of LASON's breach.
10. Termination. This Agreement may be terminated prior to the end of the Initial Term or any renewal term
thereof only(a) by mutual agreement of CUSTOMER and LASON, (b) in the event CUSTOMER materially
breaches this Agreement, by LASON upon thirty (30) days written notice to CUSTOMER provided that
CUSTOMER has not, within such thirty day period, cured such breach, or (c) in the event LASON materially
breaches this Agreement, by CUSTOMER upon thirty (30) days written notice to LASON provided that
LASON has not, within such thirty day period, cured such breach. If either party files suit as a result of a
material breach, the prevailing party shall be entitled to recover its reasonable attorney's fees as fixed by the
court or arbitrator. The parties agree that the minimum monthly charge, if any, provided in this Agreement
shall not be used as the measure of damages.
11. Utilities - Excluded Inventions. CUSTOMER acknowledges that from time-to-time LASON develops certain
reusable processes, techniques, information, training material and documentation that are incorporated into
its Services that are: (a) not pursuant to this Agreement or(b) under this Agreement which (i) are designed as
utilities to LASON proprietary software and services, (ii) are not specifically requested by CUSTOMER
pursuant to a Statement of Work, and (iii) do not contain CUSTOMER proprietary materials or Confidential
Information (hereinafter collectively referred to as "Utilities").Utilities are LASON's proprietary information and
Intellectual Property. It is understood that some of the Utilities may be incorporated into the Services provided
by LASON for CUSTOMER, and that nothing in this Agreement or any Statement of Work shall be deemed to
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transfer or assign ownership of the Utilities and related Intellectual Property Rights from LASON to
CUSTOMER. LASON will not be required to assign to CUSTOMER any business concept, invention,
discovery, innovation or improvement that LASON developed on its own time and without the use of any
Client equipment, supplies, facility or Confidential Information (the"Excluded Inventions").
12. Force Maieure. Other than with respect to failure to make payments due hereunder, neither party shall be
liable under this Agreement for delays, failure to perform, damages, losses or destruction, or malfunction of
any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood,
water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil
disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts
or omissions of third parties, or any other cause beyond their reasonable control, provided that the party affect
by such event shall immediately begin or resume performance as soon as practicable after the event has
been abated.
CUSTOMER agrees that, without limiting the generality thereof, the limitations of liability and exclusivity of
remedies set forth in paragraph 9 of this agreement, shall apply, in all respects, to any losses arising from a
Year 2000 related "computer date failure. "As used herein, the term "computer date failure" means the failure
of any of LASON's computer systems, programs, software, internal timers, or the like (a) to properly handle
the dates of calendar year 1999 or subsequent years, or (b)to be compatible with any other system, program,
software, internal timer, or the like, with respect to the handling of dates of calendar year 1999 or subsequent
years.
14. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be effective and deemed to have been received (a) when delivered in person, (b) 5 days after
having been mailed by certified or registered United States mail, postage prepaid, return receipt requested, or
(c) the next business day after having been sent by a nationally recognized overnight mail or courier service,
return receipt requested. Notices shall be sent to the parties at their respective addresses appearing on the
signature page to this Agreement.
15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties to this Agreement and their respective successors and assigns.
16. Entire Agreement. The parties agree to be bound by the terms of this Agreement and further agree that this
Agreement is the complete and exclusive statement of agreement between the parties. This Agreement
supersedes all agreements, proposals, oral or written, and other communications between the parties relating
to the subject matter of this Agreement. No amendment or modification to this Agreement and no
waiver of any provision shall be valid unless in writing and signed by both parties. If CUSTOMER issues a
purchase order or memorandum or other instrument covering the Services provided herein, such purchase
order, memorandum or other instrument shall be for CUSTOMER's internal purposes only, and any and all
terms and conditions contained therein, whether printed or written, shall not vary, modify or add to the terms
and conditions of this Agreement.
17. Governing Law. The validity, construction and effect of this Agreement shall be governed by the law of the
state within which the Services are to be provided. In the event Services are to be provided in more than one
state,the law of the State of Delaware shall govern.
18. Assignability. This Agreement shall be binding upon and shall inure to the benefit of the parties, their
successors and assigns, including without limitation, any successor to either party resulting by reason of
corporate merger or consolidation.
19. Severability. If any provision or paragraph of this Agreement is held invalid, such invalidity shall not affect
other provisions of this Agreement.
20. Non Waiver. No waiver or failure to exercise any option, right or privilege under the terms of this Agreement
on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or
privilege on any other occasion.
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21. NON-RECRUITMENT AND NON-HIRE; RIGHT TO HIRE. Both Parties recognize that each Party and their
affiliated companies have made substantial efforts and incurred substantial expense to recruit, employ and
train personnel with whom each Party and/or its employees may have contact. CUSTOMER shall not,without
LASON's prior written consent, actively recruit and employ any person who is or was employed by LASON
and/or any of its affiliated companies, so long as this Agreement is in effect and for a period of one year
following its termination. LASON shall not, without COMPANY's consent, actively recruit and employ a
COMPANY employee during the term of this Agreement and for a period of one (1) year following termination
of this Agreement.
The following activities will not constitute"active recruitment":
(a) a party receives an unsolicited resume for an employee of the other Party, either directly from the
employee or from an employment agency or recruiter, and thereafter interviews or negotiates
employment with such employee. Résumés shall be unsolicited unless a party specifically identifies a
particular employee by name in its request for resumes; or
(b) a party places a recruiting advertisement directed at the general public and thereafter interviews or
negotiates employment with an employee responding to such advertisement; or
(c) a party discusses employment with an employee of the other Party prior to the Effective Date of this
Agreement and thereafter interviews or negotiates employment with such employee.An affidavit by
such employee to the effect that employment was actually discussed on a certain date prior to the
Effective Date shall be conclusive proof of this fact.
In the event of a breach of the covenant contained above, the injured party shall have the right
To take any one or more of the following actions, concurrently or successively:
(1)Immediately terminate this Agreement upon written notice;
(2)Seek an injunction against further violations of this Section;
(3)Pursue whatever other remedies are available under this Agreement or at law and equity.
In the event of dissolution or cessation of the business of either party such party waives all rights in this Section and
the other party may actively recruit and employ employees of such party.
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