Electronic Materials Purchase Agreement

Exhibit 10.14



Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.







THIS AGREEMENT entered into on this 1st day of July, 1998, by and between Law Office Information Systems, Inc., hereinafter referred to as LOIS, and Infocon International Limited, of Bangalore, India, hereinafter referred to as INFOCON, do hereby agree and covenant as follows:



WHEREAS, both LOIS and INFOCON desire to enter into an agreement between themselves, the subject matter of which is outlined in Purchase Order #00000208, attached hereto, whereby INFOCON shall produce various Electronic Materials for LOIS;



WHEREAS, LOIS is willing to pay INFOCON for the production of certain Electronic Materials, both in the conversion of Raw Materials and the formatting of Electronic Materials, if said materials meet or exceed certain requirements;



NOW THEREFORE, for and in the consideration of the mutual promises and other good and valuable consideration, the adequacy of which is herein acknowledged, LOIS and INFOCON do hereby agree as follows:



DEFINITIONS



The following terms as set forth herein shall have the following meaning as the same are understood within the English language:



"Raw Materials" -- Raw Materials shall be understood to mean that materials used for conversion into an electronic format. Raw Materials shall generally consist of legal materials or legally related materials. Raw Materials can be in the form of print which are usually contained within a compiled format and bound together, in the form of both soft and hard bound books, pamphlets, folders, and the like. The legal materials can also be in an electronic form in a variety of formats. In such cases, the legal materials shall be handled as if they were printed materials.



"Electronic Materials" -- Electronic Materials shall be understood to mean Raw Materials that have been keyed (or otherwise converted); formatted in accordance with specified requirements; and supplied with all appropriate Coding Information and Emphasis Tags as specified.



"Coding Information" -- Coding Information, commonly called "fielding" or "tagged data" is used to identify and separate certain sections of Electronic Materials.



"Quality Standards" -- Quality Standards shall mean Electronic Materials that are accurately converted to Ninety Nine and Nine Hundred Ninety Five Percent (99.995%) of the Raw materials.



"Measured Quality Standards" -- Measured Quality Standards is the method used to determine Quality Standards. Upon the receipt of Electronic Materials sent by INFOCON to LOIS, LOIS shall select a 100 page continuous block of information, (or as many 100 page blocks as LOIS desires) and compare the Raw Materials to the Electronic Materials. Accuracy of the conversion is checked by counting the total number of characters within said 100 page block(s) and the number of occurrences where the Raw Materials do not





match the Electronic Materials. The total characters contained within a given 100 page block of Electronic Materials shall then be divided by the total characters of Electronic Materials converted incorrectly to determine the Quality Standard. The results of the quality check shall be immediately sent to INFOCON if the materials do not meet Quality Standards. INFOCON shall then check its copy of the Electronic Materials to ascertain the veracity of said quality check. It is understood by both INFOCON and LOIS, that the accuracy level of any 100 page block so chosen by LOIS, shall be deemed to be that of the entire amount of Electronic Materials for that project. It shall be understood that in the event that LOIS fails to make a quality check within 30 days of having received the Electronic Materials, it shall be considered that said Electronic Materials have met Quality Standards.



It is understood between the parties that when Measured Quality Standards are being determined, any character which is emphasized or effected by an emphasis tag, (SGML character) is in fact emphasized or affected in a manner not consistent with the Raw Materials, then and in that event, all characters contained within the emphasized or affected characters shall be deemed not be accurately converted. It is also understood, that when a character or characters are emphasized or affected in the Raw Materials but not so affected or emphasized in the Electronic Materials, then and in that event, all characters that should have been emphasized or affected in the Electronic Materials shall be deemed not to be accurately converted.



PURCHASE ORDER AND PAYMENT PROCEDURES



LOIS shall send Raw Materials to INFOCON. Upon receipt of the Raw Materials, INFOCON shall provide LOIS with an inventory within 7 days of the Raw Materials received. Upon receipt of the inventory, LOIS shall then issue a Purchase Order along with an Irrevocable Standby Letter of Credit as to the Raw Materials that it desires INFOCON to convert into Electronic Materials. LOIS may not require INFOCON to convert more than 1 billion characters of Raw Materials per month, and INFOCON may not require LOIS to accept more than 1 billion characters of Electronic Materials per month. However, it is understood that the 1 billion characters may be composed of a single Purchase Order, or multiple Purchase Orders, at the sole discretion of LOIS.



The value of the Irrevocable Standby Letter of Credit shall equal the total value of converting all Raw Materials listed on the Purchase Order into Electronic Materials at a rate of * per one thousand characters converted into Quality Standards. From the date of issue of the Irrevocable Standby Letter of Credit, INFOCON shall then begin to convert the Raw Materials into Electronic Materials at Quality Standards.



Upon completion of converting all Raw Materials listed on a given Purchase Order, INFOCON shall promptly send said Electronic Materials to LOIS so that LOIS can determine Quality Standards. Once the Quality Standards and the timing of the delivery of the Electronic Materials are determined, LOIS shall inform its Bank, and shall pay for the materials as set forth below.



. If the Electronic Materials are: (1) delivered to LOIS at LOIS headqua ...