LICENSE AND MASTER AGREEMENT
This Agreement, together with all Appendices hereto, is entered into by and between Premier Computer Systems, Inc., a Georgia Corporation whose address is 105 Commerce Drive, Suite F, Fayetteville, Fayette County, Georgia 30214 (the "Licensor"), and Medical Staffing Network Inc. whose address is 901 Yamato Road, Suite 110, Boca Raton, FL 33431 (the "Licensee") as of the date of execution.
SECTION 1. GENERAL DEFINITIONS.
1.1 "PROGRAM" will mean the software programs named as Staff-Trac,
Centrix, MSN Healthworks and MSN Healthworks Accountant, together with
all documentation, other materials and information supplied by
1.2 "PRIMARY CONTACT" will be one person designated by the Licensee to act
for the Licensee in connection with instructions, questions, requests,
telephone calls and correspondence related to the Program(s) outlined
in this Agreement. The Primary Contact will be the person with primary
responsibility for contact with Licensor. The Primary Contact is
1.3 "SECONDARY CONTACT" will be a person designated by the Licensee to act
for the Licensee in the event the Primary Contact is unavailable. The
Secondary Contact(s) will be designated by the Primary Contact and
communicated to the Licensor as needed.
1.4 "LOCAL AREA NETWORK" will mean any two or more computers at a single
location, connected to a central file server and allowing multi-user
access to the Program.
1.5 "WIDE AREA NETWORK" will mean any two or more computers at two or more
detached locations, connected to a central file server and allowing
remote multi-user access to the Program.
1.6 "CUSTOM MODIFICATIONS" will mean any work done to the basic Program at
the Licensee's request. Included in "Custom Modification" would be
such things as special reports, interfaces with other software and/or
any other changes made to the basic Program at the request of the
1.7 "USE OF LICENSED PROGRAM" will mean when the Program is loaded into
temporary memory (i.e., RAM) or installed into permanent memory (e.g.,
hard drive, CD-ROM, or other storage device) of one computer.
1.8 "REGULAR HOURLY RATE" is the billing rate set forth in writing between
the Licensee and Licensor.
SECTION 2. GRANT OF LICENSE.
This Agreement permits Licensee the nonexclusive use of the Program as set forth herein.
2.1 PERMITTED USES OF LICENSED PROGRAM. Licensee will use the Program on a
single computer at the location(s) as notified in writing to the
Licensor by the Licensee. Additional user licenses may be purchased to
allow multiple and simultaneous access of the Program at each
2.2 LIMITATION ON LICENSE. Licensee may not reverse engineer, decompile,
disassemble, or otherwise duplicate the Program or any part of it.
Additionally, Licensee may not sell, assign, disclose, furnish, or
redistribute the Program or any part thereof to any other location
within Licensee's firm or to a third person, firm, or entity.
2.3 PHYSICAL LOCATION OF LICENSED PROGRAM. Licensee will use the Program
at the location(s) as notified in writing to the Licensor by the
Licensee; provided that if an office location is moved after
installation of the Program, the Program may be used at the new
location in accordance with the terms of this Agreement. Licensee must
notify the Licensor of relocation of licenses in writing.
SECTION 3. TERM.
3.1 LICENSE TERM. Licensee's exclusive license of MSN Healthworks and MSN
Healthworks Accountant will be for twenty-five (25) years beginning
immediately upon acceptance and execution of this agreement.
Licensee's non-exclusive license of Staff-Trac and Centrix will be for
twenty-five (25) years beginning immediately upon acceptance and
execution of this agreement.
3.2 TERMINATION. This Agreement will continue to be in effect and
renewable on a monthly basis subject to an annual review of the
various rates charged for services, until terminated by either party
upon ninety (90) days prior written notice provided that the Licensor
will not terminate the License so long as Licensee has fully paid the
licensing fees. Licensor will also have the option of terminating this
agreement in the event that any of the following occurs (a) Licensee
fails to timely make any payment due; (b) Licensee breaches any of the
terms of this Agreement or fails to perform any obligation hereunder
and such breach of failure is not cured within ten (10) days of
Upon termination for any reason, no refund will be due, but Licensee
will not be relieved of any obligations previously incurred, including
the obligation to make payments.
3.3 CONTINUATION. The non-disclosure of proprietary information provision
and non-competition provisions of this Agreement will continue beyond
the termination of this Agreement as set forth in those Sections.
SECTION 4. FEES AND PAYMENT.
4.1 FEE FOR PROGRAM. The license fee is as set forth in writing between
the Licensee and Licensor.
4.2 FEE FOR OTHER SERVICES. Licensee will pay Licensor, Licensor's regular
hourly rate for all installation, conversion, training, custom
modifications, and other services.
4.3 HARDWARE OR THIRD PARTY SOFTWARE COSTS. Any third party hardware or
software purchased or obtained through Licensor will be in addition to
the license fee for Program and in accordance with invoices and/or
quotations from Licensor to Licensee.
4.4 SITE VISITS. If any work is performed at the Licensee's site, Licensee
shall pay, in addition to the Licensor's regular hourly rate, Licensor
for any travel expenses incurred. These expenses include, but are not
limited to, transportation, lodging, and meals.
4.5 All fees are payable on Net 30 terms from the date of invoices.
SECTION 5. INSTALLATION AND TESTING.
5.1 PRE-INSTALLATION. Licensee will ensure that Licensee's hardware is
compatible with the system specifications as shown in Appendix A.
5.2 INSTALLATION. Licensor will install Program and such equipment and
third party software obtained through Licensor as soon as practical,
depending on the delivery of such hardware and third party software.