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MANAGEMENT AGREEMENT
between
PAPERCLIP SOFTWARE, INC.
and
ACCESS SOLUTIONS INTERNATIONAL, INC.
April 15, 1997
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MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT dated as of the 15th day of April, 1997, by and
between PaperClip Software, Inc. ("Owner"), a Delaware corporation, and Access
Solutions International, Inc. ("Manager"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, Owner is engaged in the business of developing and distributing
computer software for document management and imaging systems (the "Business");
and
WHEREAS, Owner and Manager are contemporaneously entering into an Asset
Purchase Agreement (as such agreement may hereafter be amended from time to
time, the "Purchase Agreement"; initially capitalized and other terms used but
not defined herein shall have the meanings ascribed to them in the Purchase
Agreement), pursuant to which substantially all of the assets of the Business
will be sold to Manager; and
WHEREAS, in anticipation of the Closing, Owner and Manager, desire to enter
into this Agreement whereby Manager shall be responsible for the management of
the day-to-day operations of the Business, subject, at all times, to the
supervision and control of the Owner, and the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. APPOINTMENT OF MANAGER
1.1 Agreement. Owner hereby agrees to retain the Manager and the
Manager hereby agrees to provide or cause to be provided the services specified
in this Agreement with respect to the operation of the Business.
2. SERVICES
2.1 Manager's Duties. Subject to the Owner's oversight, review,
supervision and control, the Manager shall be responsible for the management and
operation of the Business. The Manager shall render or obtain all services and
perform or cause to be performed all duties as shall be reasonably necessary or
appropriate to discharge its duties and responsibilities hereunder, including,
without limitation, the following:
2.1.1 Asset Management. Acquire on behalf of and in the name of
the Owner (unless otherwise consented to by Owner) assets or rights to use
assets necessary for the operation of the Business, including any modification
thereof;
2.1.2 Accounts. Use reasonable efforts to collect all accounts
due the Business, and take such steps as are reasonably necessary to collect
overdue accounts and minimize the amount of bad debts. All revenues and other
income derived from said operations that are collected by Manager shall be
deposited in an account of Owner;
2.1.3 Personnel. Undertake the recruitment, hiring, promotion,
and assignment of all administrative, operating and service personnel necessary
for the operation and maintenance of the Business, establish appropriate
employee benefits for the employees of the Business, implement general changes
in the pay scale paid to employees, and discharge employees; in all cases
subject to: (i) Owner's approval of the Business's general personnel policies;
(ii) Owner's right to review and revise the terms and conditions of employment
of any employee; and (iii) Owner's consent being obtained prior to the
employment of any person whose annual salary (exclusive of commissions, bonuses
and benefits) exceeds $75,000. (The parties agree that personnel provided by the
Manager after the date of this Agreement shall be employees or agents of Manager
and not of Owner, and that persons employed by Owner in connection with the
operation of the Business prior to the date of this Agreement shall continue to
be employees of Owner);
2.1.4 Marketing. Develop and implement a marketing program for
the Business including, but not limited to, recommendations with respect to the
types of products and services to be offered, the prices to be charged for such
products and services, and advertising and promotional campaigns, and enter
into, on behalf of the Owner (unless otherwise consented to by Owner), such
agreements (with respect to the foregoing or otherwise) as the Manager may from
time to time deem necessary, appropriate or beneficial for the profitable
operation of the Business;
2.1.5 Billing. Assure the continuance of the billing and
collection of all fees, charges or other compensation and for the payment of all
expenses and fees incurred or payable in connection with the operation of the
Business in accordance with past practices of the Business;
2.1.6 Budget. Prepare and submit to Owner, for its approval as
set forth in Section 3.1, operating budgets for the Business for subsequent
fiscal quarters;
2.1.7 Advances. Advance, on behalf of Owner, funds as may be
contemplated by the Operating Budget (as defined below) ("Advances"), provided,
however, that Manager shall have no obligation to advance funds in excess of
those contemplated by the Operating Budget;
2.1.8 Business Systems. Develop and implement procedures and
controls to enable disbursements and sales transactions meet the Operating
Budget, including, without limitation, upgrades of business software or systems
as required.
2.1.9 Equipment Maintenance. Assure the continuance of the
maintenance of the equipment owned by the Business according to industry norms
and standards and for the provision of all reasonably necessary repairs and
replacements to such equipment; and 2.1.10 Other Actions. Generally, do any and
all other acts or execute such other agreements, documents or affidavits, as may
reasonably be necessary to carry out the duties and responsibilities of the
Manager contemplated hereunder, whether or not specifically enumerated herein.
2.2 Business Control. All of the foregoing services shall be rendered
by the Manager subject to Owner's approval. Manager understands that ultimate
discretion and control over the Business shall remain vested in the Owner, and
the Manager shall do nothing inconsistent with Owner's directions. Facilities
and equipment owned by the Business shall remain the property of the Owner.
Records of property purchased will be kept by the Manager, and will be subject
to audit by Owner at any time.
2.3 Approvals. The Owner shall not unreasonably withhold or delay its
consent to any action taken or proposed to be taken by the Manager in connection
with the performance of its duties hereunder.
2.4 Consolidated Purchases. In arranging for the provision of goods
and services to the Owner, including without limitation the services referred to
in Section 2.1 above, the Manager may make any arrangements to consolidate the
purchase of such goods and services with purchases for Manager's business,
provided that all such purchases are on terms no less favorable than could be
obtained by the Manager on an unconsolidated basis.
2.5 Limitation on Manager's Authority. Notwithstanding anything to the
contrary contained in section 2.1 above, without the Owner's prior written
consent the Manager shall not be authorized on behalf of the Owner to:
2.5.1 Borrow money from any party other than Manager, or pledge
Owner's assets for any purpose; or
2.5.2 Sell, lease, trade, exchange or otherwise dispose of any
capital assets of the Owner; or
2.5.3 Commit Owner to any single obligation in excess of $15,000
that is not in the Operating Budget, or exceed the total expenditures in the
Operating Budget by more than 110% of those contemplated in the Operating
Budget.
2.6 Manager as Owner's Agent. All permitted actions taken by the
Manager under the provisions of this Section 2 shall be taken as agent of the
Owner and all obligations or expenses incurred hereunder shall be for the
account, on behalf of and at the expense of the Owner, whether such obligations
or expenses are incurred with respect to independent third parties or with
respect to affiliates of the Manager. Any payments to be made by the Manager
hereunder on behalf of the Owner shall be made from such sums as are available
in one or more accounts of the Owner or as may be provided by the Owner. Except
as otherwise specifically provided in any written agreement to which the Manager
is a party, the Manager shall not be obligated to make any advance to or for the
account of the Owner or to pay any sum, other than from funds held or provided
as stated above.
2.7 Standard of Performance. Manager agrees to perform its duties and
obligations under this Agreement in accordance with all applicable laws. Manager
and Owner agree that Manager will have no liability to Owner or any third party
for the performance by Manager of its duties under this Agreement, except if it
is determined that Manager shall have acted with gross negligence or willful
misconduct, or shall have committed a willful breach of this Agreement.
3. BUDGETS
3.1 Operating Budget. Attached as Exhibit A to this Agreement is an
operating budget (the "Operating Budget") for the Business which has been
jointly prepared by Manager and Owner and approved by Owner and which comes
within the Owner's estimate of operating costs. Manager shall exercise its
reasonable best efforts to adhere to the Operating Budget in operating the
Business. The Manager shall notify the Owner promptly in the event that it
projects that total expenditures shall exceed 110% of those contemplated by the
then current Operating Budget. Any such excess expenditures shall require the
Owner's written consent and the Manager shall submit a revised Operating Budget
for the Owner's approval. Within seven (7) days prior to the end of each fiscal
quarter of Owner, Manager shall prepare and submit to Owner for approval an
Operating Budget for the subsequent fiscal quarter.
4. REIMBURSEMENT OF COSTS AND MANAGEMENT FEE
4.1 Out-of-Pocket Expenses. "Out-of-Pocket Expenses" means all
out-of-pocket expenses reasonably incurred and documented by the Manager in the
performance of its responsibilities under this Agreement, including, but not
limited to, meals, travel and other out-of-pocket expenditures.
4.2 Management Fee. The Manager shall be paid a fee for management
services (the "Management Fee") equal to $50,000 per month, up to a maximum of
$300,000, after which time the Management Fee shall be $1 per month for any
succeeding months. Subject to the provisions of Section 4.3, the Manager shall
submit an invoice for the Management Fee for the prior month within thirty (30)
days after the close of each calendar month and the Manager shall be paid that
amount within thirty (30) days of the submission of such invoice.
4.3 Cancellation of Obligations. Notwithstanding anything set forth
herein to the contrary, the Owner shall have no obligation to pay the Management
Fee, Out-of-Pocket Expenses and Advances (such obligations being referred to as
"Payment Obligations") prior to the consummation of the purchase and sale of the
Business as contemplated by the Purchase Agreement or the earlier termination of
the Purchase Agreement. Upon the consummation of such purchase and sale of the
Business, the Owner's Payment Obligations shall be canceled and of no further
force and effect. In the event the Purchase Agreement is terminated for any
reason without the purchase and sale of the Business as contemplated thereby
being consummated, then the Owner shall, upon such termination, be obligated to
pay the Management Fee, Out-of-Pocket Expenses and Advances owing to the Manager
hereunder, together with interest on the unpaid portion thereof at the rate of
nine percent per annum, until paid in full; provided, however, that if the
Purchase Agreement is terminated due to the failure of Access to obtain the
Access Stockholder Approval or the Access Director Approval, then the Management
Fee, the Out-of-Pocket Expenses and the Advances and any interest thereon will
not be due and payable until June 30, 1998.
4.4 Disputes. If Owner disputes the amount of expenses or fees claimed
by the Manager, it shall notify the Manager in writing before payment is due
and, if the matter cannot be resolved informally between the parties, either
party may request arbitration pursuant to Section 9 of this Agreement.
5. ACCOUNTING AND REPORTS
5.1 Record Keeping. The Manager shall keep accounts and complete books
and records with respect to the Business in accordance with generally accepted
accounting principles, showing all costs, expenditures, receipts, revenues,
assets and liabilities.
5.2 Financial Statements. If requested by the Owner, within ninety
(90) days after the end of each fiscal quarter, the Manager shall prepare and
transmit to the Owner unaudited financial statements, which shall include a
balance sheet and a profit and loss statement, together with all supporting
schedules and such other information as the Owner shall from time to time
reasonably require. Manager shall also provide, at the Owner's request, any and
all such additional statements or reports as may be reasonably necessary to
facilitate the Owner's oversight and control of the Business.
5.3 Access. Manager shall provide to the Owner and its employees,
agents and representatives full, complete and unrestricted access to the
facilities, books, records and accounts of the Manager relating to or generated
in connection with the operation of the Business, and permit such persons, at
the Owner's expense, to make such copies of such books, records and accounts as
the Owner shall reasonably request. In addition, the Manager shall from time to
time upon reasonable request by the Owner make the persons involved in the
management and operation of the Business available to discuss freely and without
restriction the management and operation of the Business with the Owner and its
employees, agents and representatives.
6. OTHER ACTIVITIES; AFFILIATED TRANSACTIONS
Manager may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, whether
currently existing or hereafter created, including the acquisition, management,
operation and sale of computer software and hardware systems, and the Owner
shall not have any rights in or to such independent ventures or the income or
profits derived therefrom; provided, however, Manager shall not engage in any
other business venture if the same would preclude the Manager from satisfying
its obligations hereunder. Nothing in this Agreement shall preclude Manager from
operating its own business in the manner Manager deems appropriate or shall
preclude transactions between the Manager acting in and for its own account and
the Owner, provided that any services performed by the Manager are services
which the Manager reasonably believes, at the time of rendering such services,
to be in the best interests of the Owner, and are on terms no less favorable
than could be obtained from an unrelated third party on an arms length basis.
7. TERM
7.1 Term. This Agreement shall commence on the date of this Agreement
and, unless sooner terminated pursuant to Section 8 below, shall terminate on
the day the Purchase Agreement is terminated pursuant to Article XII thereof or
the Closing Date, whichever occurs first.
8. EVENT OF DEFAULT
8.1 Manager's Default. Each of the following events shall constitute a
default by the Manager under this Agreement and shall entitle the Owner to
terminate this Agreement upon ten days prior written notice to the Manager
(specifying the reasons therefor) with respect to a default pursuant to Section
8.1.1, or immediately upon written notice to Manager (specifying the reasons
therefor) with respect to a default pursuant to Section 8.1.2, in each case
without any further obligation or liability to the Owner:
8.1.1 Any willful breach by the Manager of a material term of
this Agreement, the willful failure by the Manager to perform the material
duties required under this Agreement, or any act or omission by the Manager
constituting gross negligence with respect to the operation of the Business,
and, in the case of gross negligence, the continuation of or failure to cure the
same (to the extent the same is susceptible to cure) for a period of 45 days
after the Manager's receipt of written notice thereof from the Owner (and the
parties agree that the Manager shall not be liable to the Owner in performing
its duties hereunder except in the case of any such willful breach or failure or
gross negligence); or
8.1.2 The Manager's dissolution, liquidation, bankruptcy, or
insolvency, including (i) the filing of a voluntary petition seeking liquidation
or reorganization of its debts under Title 11 of the United States Code or any
other federal or state insolvency law, or its filing of an answer consenting to
or acquiescing in any such petition, or (ii) the expiration of 60 days after the
filing of an involuntary petition under Title 11 of the United States Code, and
application for the appointment of a receiver for its assets, or an involuntary
petition seeking liquidation or reorganization of its debts under any other
federal or state insolvency law, provided that the same shall not have been
vacated, set aside or stayed within such 60-day period.
8.2 Owner's Default. Each of the following events shall constitute a
default by the Owner under this Agreement and shall entitle the Manager to
terminate this Agreement upon ten days prior written notice to the Owner
(specifying the reasons therefor), without any further obligation or liability
of the Manager.
8.2.1 The Owner's continuing failure to pay any amount to the
Manager as contemplated by Section 4 of this Agreement for 15 days after the
Manager gives the Owner written notification that such payment is past due.
8.2.2 The Owner's willful interference with the Manager's ability
to carry out its duties under this Agreement, and the continuation of or failure
to cure the same for a period of 45 days after Owner's receipt of written notice
thereof from Manager provided that the Manager is not then itself in breach of
this Agreement.
9. DISPUTE RESOLUTION; JUDICIAL PROCEEDINGS; WAIVER OF JURY TRIAL.
9.1 Arbitration. Any controversy, dispute or claim, including, but not
limited to, a claim for specific performance, between the Manager and the Owner
arising out of or in connection with, or relating to, this Agreement or the
breach, termination or validity hereof or thereof, shall be finally settled by
arbitration conducted expeditiously in accordance with the Commercial
Arbitration Rules (the "AAA Rules") of the American Arbitration Association (the
"AAA") in effect at the time of the commencement of the arbitration proceeding
by a sole arbitrator appointed by the AAA. The arbitrator shall be an attorney
with no less than 15 years experience in the practice of corporate law
(preferably, experience in the acquisition and financing of computer software
companies and similar enterprises). Judgment upon the award rendered by the
arbitrator may be entered and specifically enforced in any court having
jurisdiction thereof. The situs for any such arbitration shall be New York City,
New York. A final award shall be rendered as soon as reasonably possible and in
any event within 90 days of the filing with AAA of any demand for arbitration.
The arbitrator shall have the right and power to shorten the length of any
notice periods or other time periods provided in the AAA Rules and to implement
Expedited Procedures under the AAA Rules in order to ensure that the arbitration
process is completed within the time frames provided herein. The arbitrator
shall further have the right and power to award, in whole or in part, to the
prevailing party(ies) in any arbitration proceeding the right to receive from
the other party(ies) to such proceeding the reasonable attorneys' fees and
expenses incurred by such prevailing party(ies) in connection with such
arbitration proceeding. The arbitration award shall be in writing.
9.2 Judicial Proceedings. WITHOUT IN ANY WAY LIMITING THE MANDATORY
ARBITRATION PROVISIONS OF SECTION 9.1, EACH OF THE PARTIES HEREBY CONSENTS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NE YORK, AS WELL AS TO THE
JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS,
FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND EXPRESSLY WAIVES ANY AND ALL
OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS. EACH OF THE PARTIES
CONSENTS TO THE SERVICE OF PROCESS BY U.S. CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS TO WHICH NOTICES ARE
TO BE GIVEN HEREUNDER.
9.3 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, HEARING OR OTHER PROCEEDING BROUGHT ON,
WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
10. INSURANCE AND INDEMNIFICATION
10.1 Insurance. Manager agrees to take all necessary action, at
Owner's expense, to obtain and maintain in force such insurance policies, bonds
and other sureties as have been historically maintained by the Business.
10.2 Indemnification of Owner. Manager hereby agrees to defend (with
counsel approved by Owner, which approval shall not be unreasonably withheld or
delayed), indemnify and hold Owner and its Affiliates (other than Manager)
harmless from and against any and all loss, liability, claims, litigation,
damage, penalties, actions, demands and expenses of any kind or nature, arising
out of, connected with or incidental to: (a) any gross negligence or willful
misconduct or willful breach of this Agreement by Manager in connection with the
performance by Manager of its obligations contained in this Agreement, or (b)
any breach of any representation made by Manager in this Agreement. This
obligation to indemnify shall include reasonable attorneys' fees and
investigation costs and all other reasonable costs, expenses and liabilities
incurred by Owner or its counsel from the first notice that any claim or demand
is to be made or may be made.
10.3 Indemnification of Manager. Owner hereby agrees to defend (with
counsel approved by Manager, which approval shall not be unreasonably withheld
or delayed), indemnify and hold Manager and its Affiliates (other than Owner)
harmless, from and against any and all loss, liability, claims, litigation,
damage, penalties, actions, demands and expenses arising out of, connected with
or incidental to: (a) the performance by Manager of its duties under this
Agreement, except if it is determined that Manager shall have acted with gross
negligence or willful misconduct or shall have committed a willful breach of
this Agreement, or (b) any breach of any representation by Owner in this
Agreement. This obligation to indemnify shall include reasonable costs, expenses
and liabilities incurred by Manager or its counsel from the first notice that
any claim or demand is to be made or may be made.
10.4 Persons Indemnified. Except as otherwise provided in Section 10.2
or 10.3, respectively, all agreements by either Manager or Owner to indemnify or
hold the other harmless shall inure to the benefit not only of the respective
indemnitee but also to that of its respective Affiliates, and shall also inure
to the benefit of the directors, officers, employees, partners and agents of any
of the foregoing.
10.5 Indemnification Proceedings. Each party entitled to
indemnification pursuant to this Section 10 (the "indemnified party") shall give
notice to the party required to provide indemnification pursuant to this Section
10 (the "indemnifying party") promptly after such indemnified party acquires
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the indemnifying party (at its expense) to assume the defense of any
claim or any litigation resulting therefrom; provided that counsel for the
indemnifying party, who shall conduct the defense of such claim or litigation,
shall be reasonably acceptable to the indemnified party, and the indemnified
party may participate in such defense at the indemnified party's expense; and
provided, further, that the failure by any indemnified party to give notice as
provided in this Section 10.5 shall not relieve the indemnifying party of its
obligations under this Section 10 except to the extent that the failure results
in a failure of actual notice to the indemnifying party and such indemnifying
party is prejudiced solely as a result of the failure to give notice.
11. LIMITATIONS
11.1 Limited Warranty. EXCEPT FOR THE EXPRESS WARRANTIES OF MANAGER
PROVIDED IN THIS AGREEMENT, MANAGER MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE PERFORMANCE OF ITS SERVICES UNDER THIS AGREEMENT, AND DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.
11.2 Limitation on Damages. UNLESS IT IS DETERMINED THAT MANAGER HAS
ACTED WITH WILLFUL MISCONDUCT, MANAGER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO OWNER, OR ANY OFFICER, DIRECTOR, EMPLOYEE OR SECURITY HOLDER OF OWNER,
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
NATURE ARISING OUT OF THIS AGREEMENT OR RESULTING FROM THE PROVISION OF SERVICES
BY MANAGER, EVEN IF MANAGER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
11.3 Force Majeure. Manager shall have no liability to Owner for
non-performance or defective or late performance of any obligation under this
Agreement, except for the nonpayment of money under this Agreement, to the
extent and for such periods of time as such non-performance or defective or late
performance is due to reasons outside the Manager's reasonable control.
12. GENERAL PROVISIONS
12.1 Affiliate. For purposes of this Agreement, an affiliate is: (i)
an individual, association, partnership, corporation or joint stock company,
limited liability company or trust (hereafter "person") that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with another person, or (ii) an officer, director or
general partner of any affiliate within the meaning of (i) above.
12.2 Entire Agreement. This Agreement, together with the Purchase
Agreement and the Confidentiality Agreements (as defined in the Purchase
Agreement) embodies the entire understanding between the parties with respect to
its subject matter and supersedes all prior agreements or understandings between
the parties with respect to such matters.
12.3 Amendment and Waiver. This Agreement may not be amended nor may
any rights hereunder be waived except by an instrument in writing signed by the
party sought to be charged with such amendment or waiver. The failure of a party
to insist upon adherence to any term of this Agreement on any occasion shall not
be considered a waiver or deprive that party of the right thereafter to insist
upon adherence to that term or any other term of this Agreement.
12.4 Choice of Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, without giving effect to
the provisions thereof relating to conflict of laws.
12.5 Assignment. This Agreement may not be assigned, other than to an
affiliate of the assigning party, without the prior written consent of the other
party, which consent will not be unreasonably withheld. Except as otherwise
provided herein, this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors, heirs, and permitted
assigns.
12.6 Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
12.7 Owner's Cooperation. The Owner agrees to render reasonable
assistance and cooperation to the Manager in connection with the Manager's
performance of its duties under this Agreement, and to take no action in
contravention of this Agreement which will interfere with the performance by the
Manager of such duties.
12.8 Confidentiality. In light of the confidential nature of the
non-public, proprietary information which will be developed and received by the
parties during the term of this Agreement, each party will receive and treat all
confidential, proprietary, non-public information of the parties, including,
without limitation, business records, correspondence, cost data, customer lists,
estimates, market surveys, trade secrets and other trade information as
confidential except as may be required by any applicable law. The foregoing
covenant shall survive the termination of this Agreement.
12.9 Notices. Notices hereunder shall be deemed given when: (a)
personally delivered, (b) sent by telecopier (with written confirmation of
receipt), provided that a copy is mailed by certified mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case
addressed as follows:
If to the Owner:PaperClip Software, Inc.
Xxxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx, Chief Executive Officer
Telecopy No.: (000) 000-0000
With a copy (which Xxxxxxx X. Xxxxxxxx, Esq.
shall not constitute Shereff, Friedman, Xxxxxxx & Xxxxxxx, L.L.P.
notice) to: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy No.: (000) 000-0000
If to the Manager: Access Solutions International, Inc.
000 Xxx Xxx Xxxx
Xxxxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
With a copy (which Xxxx X. Xxxxxxxxx, Esq.
shall not constitute Xxxxxxx & Xxxxxx
notice) to: 0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Any party may change the address and/or facsimile number to which notices are to
be addressed by giving the other parties notice in the manner herein set forth.
12.10 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
12.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
PAPERCLIP SOFTWARE, INC.
By:_____________________________
Xxxxxxx Xxxxx
Chief Executive Officer
ACCESS SOLUTIONS INTERNATIONAL, INC.
By_____________________________
Xxxxxx X. Xxxxx, President and
Chief Executive Officer
