EXHIBIT A

1.  LICENSE

1.1  Grant of License. PMG grants Customer a nonexclusive, nontransferable, nonassignable, irrevocable, and limited right and perpetual license in the Products listed on Schedule 1 as follows to:

a. Use the Products for Customer's business purposes; and

b. Make copies of the Products for back-up, testing, off-line training or archival purposes; and

c. Make copies of Documentation for its business use.

d. Install, integrate, configure, implement, test, access, maintain, and operate and use the Products and any software tools provided by PMG to customize the Software; and

e. Use the Documentation and such other training materials as Customer may obtain from Licensor to provide training to Users on the Products; and

f. Use anything (including intellectual property) produced by or in collaboration with PMG to develop the Products to Customer’s business processes, programming or operating environment for purposes of installing operating, configuring, or using the Software; and

g. Allow Business Partners to use the Products or components of the Products on behalf of Customer in connection with the business purposes of Customer and to provide systems, information management, administration, consulting, network management, or disaster recovery services to Customer.

1.2  Keys. PMG shall deliver a Key which will give access to the Software for the permitted number of Users as described on Schedule 1., A perpetual Key will be delivered when Customer has fully paid for the Software and Customer issues a final Certificate of Acceptance for the Products. Prior to receiving a Certificate of Acceptance, PMG shall ensure that the Products are continually available from the scheduled installation date until receipt of a Certificate of Acceptance. Customer acknowledges that the Key is used to prevent unauthorized copying or use of the Software and that the Software requires a Key to be operational. Customer agrees not to take any actions that would defeat or assist in defeating the purposes of the Key. The Software may not be moved or reinstalled without PMG's prior written consent which will not be unreasonably with held . PMG represents and warrants that the Key does not contain Trojan horse, virus or illicit code. Any change in technical platform will cause a disabling by the Key. Therefore, for any change in Technical Platform, Customer will request and Licensor/Vendor will provide within 24 hours a new set of License Key

1.3  Users. If Customer desires to increase the maximum number of Users, it shall first obtain PMG’s prior written consent and pay additional license fees to PMG at PMG’s then-current published price list or negotiated with Customer.

1.4.  Use Restrictions. Customer may use the Software for Customer’s own use. Notwithstanding any other provision of this Agreement, in no event shall (i) Customer attempt or contract to re-sell, transfer any interest in, or “license” use of the Software to any other non-City organization without PMG’s express, prior, written approval.

2  INSTALLATION AND SUPPORT SERVICES

2.1  Delivery. PMG shall deliver the Products based on Exhibit D, Service Deliverables Schedule agreed upon by the Parties. Since Customer has revealed and PMG is aware of the hardware, software and the interfaces to be used with the Products, when the software is installed by PMG after Customer has properly configured and established the server environment to meet the Software’s required environment specifications, PMG is responsible for the successful installation and proper functioning of the Products on and with the hardware and software specified by PMG for use with Products and for proper functioning of the Products with Customer hardware, software, interfaces and networks revealed to or known by PMG. In no event shall PMG be responsible for the supply, installation or proper functioning of the hardware, network, or other software or products not supplied by PMG or for delays caused by Customer’s failure to properly prepare the installation environment or arrange for appropriate Customer staff to provide the necessary access, account rights and permissions to complete the installation.

2.2  Installation. PMG agrees to provide installation and configuration services in accordance with the PMG Professional Services Agreement, attached to and incorporated as Exhibit B.

2.3  Support Services. Upon request and payment therefore by Customer, PMG agrees to provide support services in accordance with the “Master Agreement”

3  CUSTOMER RESPONSIBILITIES.

3.1  Generally. As between Customer and PMG and subject to the obligations of Customer and PMG as otherwise specified in this Agreement, Customer shall be solely responsible (at its own expense) for the following:

a. Selection of software and other products, including the Software, to achieve Customer's intended results;

b. Providing free access by PMG installation personnel to the installation site at reasonable hours, including weekends;

c. Procuring and installing all computer hardware, peripherals, device drivers, third party operating systems, and other products and services, which may be required to operate the Software and ensuring its compatibility with the Software;

d. The use, operation, maintenance and support of the Technical Platform and its other hardware, peripherals, third party operating systems, and third party software;

e. The results obtained from use and operation of the Software;

f. Cabling and all cabling services necessary for the installation of the Software;

g. Providing and maintaining the appropriate technical platform for the Software as set forth in Schedule 1, and maintaining back-up and disaster recovery procedures and facilities; and

h. All data entry and loading of data and maintaining back-up or archival copies thereof.

4  WARRANTIES.

4.1  Software License Warranties. PMG grants to Customer a limited warranty for ninety (90) days from the date of acceptance Certificate of the Software that the Software will perform without any Errors when operated on the Technical Platform in accordance with the Documentation specified in Schedule 1. PMG warrants that the software will operate per the supplied Documentation. PMG does not warrant that the Software will meet the Customer's requirements, that the Software will operate in the combinations that Customer may select for use, that the operation of the Software will be uninterrupted or error-free, or that after 90 days, all Software errors will be corrected.

4.2  No Surreptitious Code. PMG grants to Customer the limited warranty that, to the knowledge of PMG, upon delivery of the Software to Customer, the Software contains no virus, Trojan Horse, worm, or other software routines designed to permit unauthorized access by third parties, or to disable, erase, or otherwise harm Customer's data, software or hardware other than the temporary time-limited license contemplated by paragraph 1.2 above.

4.3  Exclusions. The warranties given under Sections 4.1 and 4.2 will become void and of no effect in the event that Customer without the prior written consent of PMG: (i) makes any alteration to the Software, the operating system or any other software program necessary for the operation of the Software on the Technical Platform, or (ii) transfers the Software to any computer system other than a Technical Platform that PMG has certified as acceptable for the Products.

4..4  Year 2000 Operation. The Software licensed hereunder will be capable of functions in accordance with their published specifications when dealing with dates/times and date/time related data in the following manner: The value for current date will be capable of being processed without causing interruption to the operation of the Software. Date-based functionality will be capable of operating consistently for dates prior to, during and after Year 2000. In all PMG developed interfaces and data storage, the century in any date will be capable of being specified either explicitly, or by unambiguous algorithms or inferencing rules. Year 2000 will be capable of being recognized as a leap year.

4.5.  WARRANTY LIMITATIONS. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, PMG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, ANY OF ITS AFFILIATES OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE, THE DOCUMENTATION, OR ANY SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.

SCHEDULE 1

SOFTWARE AND USE DESCRIPTION

A.  Software.

B.  Documentation.

•  On-line Application Help for the City of Portland’s configuration.

•  Detailed Installation Guide for the City of Portland’s configuration

•  Detailed Implementation Workbook for the City of Portland’s configuration.

C.  Users.

SCHEDULE 2

Fee Schedule

Software License Agreement

Licenses, Services and Maintenance Fees

Practice Manager Licenses

& Annual Maintenance and Support