CHANGE 3 Contract Number: 4400008393

Page 1 of 2 FULLY EXECUTED - CHANGE 3 Contract Number: 4400008393 Contract Change Effective Date: 05/18/2016 Valid From: 07/01/2011 To: 09/30/2016 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Barth Cheryl Your SAP Vendor Number with us: 166416 Phone: 717-703-2934 Fax: 717-783-6241 Supplier Name/Address: REED ELSEVIER INC DBA LEXISNEXIS OR LEXISNEXIS RISK SOLUTIONS 9443 SPRINGBORO PIKE Please Deliver To: MIAMISBURG OH 45342-4425 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 678-694-3976 Supplier Fax Number: 866-960-4770 Contract Name: Payment Terms 8012 Online Legal Research/LexisNexis NET 30

Solicitation No.: 6100018237 Issuance Date:

Supplier Bid or Proposal No. (if applicable): 6500038896 Solicitation Submission Date: 05/27/2011 This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference.

Item Material/Service Qty UOM Price Per Total Desc Unit *** Validity Period Changed *** 1 Basic Legal Services 0.000 0.00 1 0.00 ------*** Validity Period Changed *** 2 Optional Products & Services 0.000 0.00 1 0.00 ------General Requirements for all Items:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 3 Contract Number: 4400008393 Contract Change Effective Date: 05/18/2016 Valid From: 07/01/2011 To: 09/30/2016

Supplier Name: REED ELSEVIER INC DBA LEXISNEXIS OR LEXISNEXIS RISK SOLUTIONS

Header Text Supplier Contact Information: ALISON KRAMER, ESQ. PHONE: 410-747-9692 FAX: 410-744-7665 E-MAIL: [email protected]

COSTARS: YES

CONTRACT ADMINISTRATOR: Jennifer Habowski DGS Procurement Forum Place, 6th Floor 555 Walnut Street Harrisburg, PA 17101 Phone: 717-703-2937 Fax: 717-214-9505 Email: [email protected] No further information for this Contract

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: 4400008393 Contract Change Effective Date:03/10/2016 Valid From: 07/01/2011 To: 09/30/2016 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Barth Cheryl Your SAP Vendor Number with us: 166416 Phone: 717-703-2934 Fax: 717-783-6241 Supplier Name/Address: REED ELSEVIER INC DBA LEXISNEXIS OR LEXISNEXIS RISK SOLUTIONS 9443 SPRINGBORO PIKE Please Deliver To: MIAMISBURG OH 45342-4425 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 678-694-3976 Supplier Fax Number: 866-960-4770 Contract Name: Payment Terms 8012 Online Legal Research/LexisNexis NET 30

Solicitation No.: 6100018237 Issuance Date:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 2 of 2 FULLY EXECUTED - CHANGE 2 Contract Number: 4400008393 Contract Change Effective Date:03/10/2016 Valid From: 07/01/2011 To: 09/30/2016

Supplier Name: REED ELSEVIER INC DBA LEXISNEXIS OR LEXISNEXIS RISK SOLUTIONS

Header Text Supplier Contact Information: ALISON KRAMER, ESQ. PHONE: 410-747-9692 FAX: 410-744-7665 E-MAIL: [email protected]

COSTARS: YES

Information:

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 1 FULLY EXECUTED- Change 1 Contract Number: 4400008393 Contract Effective Date: 05/12/2014 Valid From: 07/01/2011 To: 06/30/2015 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Habowski Jennifer Your SAP Vendor Number with us: 166416 Phone: 717-703-2937 Fax: 717-213-9505 Supplier Name/Address: REED ELSEVIER INC DBA LEXISNEXIS 9443 Springboro Pike Please Deliver To: Miamisburg OH 45342-4425 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 6786943976 Supplier Fax Number: 866-960-4770 Contract Name: Payment Terms 8012 Online Legal Research/LexisNexis NET 30

Solicitation No.: Issuance Date:

Supplier Bid or Proposal No. (if applicable): Solicitation Submission Date: This contract is comprised of: The above referenced Solicitation, the Supplier's Bid or Proposal, and any documents attached to this Contract or incorporated by reference.

Item Material/Service Qty UOM Price Per Total Desc Unit 1 Basic Legal Services 0.000 0.00 1 0.00 ------2 Optional Products & Services 0.000 0.00 1 0.00 ------General Requirements for all Items: Header Text No further information for this Contract

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005. Page 1 of 1 FULLY EXECUTED Contract Number: 4400008393 Contract Effective Date: 06/21/2011 Valid From: 07/01/2011 To: 06/30/2014 All using Agencies of the Commonwealth, Participating Political Subdivision, Authorities, Private Colleges and Universities Purchasing Agent Name: Habowski Jennifer Your SAP Vendor Number with us: 166416 Phone: 717-703-2937 Fax: 717-213-9505 Supplier Name/Address: REED ELSEVIER INC DBA LEXISNEXIS 9443 Springboro Pike Please Deliver To: Miamisburg OH 45342-4425 US To be determined at the time of the Purchase Order unless specified below. Supplier Phone Number: 8002279597 Supplier Fax Number: 866-960-4770 Contract Name: Payment Terms 8012 Online Legal Research/LexisNexis NET 30

Solicitation No.: Issuance Date:

Information:

Supplier's Signature ______Title ______

Printed Name ______Date ______

Integrated Environment Systems Form Name: ZM_SFRM_STD_MMCOSRM_L, Version 1.0, Created on 06/27/2006, Last changed on 03/29/2005.

Addendum to Contract Number 4400008393

ASSETS Beneficiary Data Discovery (Charged per search) $3.00 Per Input FRAUD DETECTION identity integrity batch* $2.00 Per Input Homestead Exemption Fraud detection $2.00 Per Input COLLECTIONS Identity Based Government Collections (with phones) $1.25 Per Input BUSINESS Business Address $0.33 Per Input FEIN $0.33 Per Input *Requires a minimum of 500,000 inputs

Product Offering – Instant Verify & Instant Authenticate

Price Per Instant Verify and Transaction Over Instant Authenticate Annual Monthly Maximum Annual Volume Price Per Transaction Commitment Commitment Volume Up To 50,000 $1.30 $65,000 $5,417 $1.30 Up To 100,000 $1.29 $129,000 $10,750 $1.29 Up To 300,000 $1.25 $375,000 $31,250 $1.25 Up To 600,000 $1.19 $714,000 $59,500 $1.19 Up To 900,000 $1.10 $990,000 $82,500 $1.10 Up To 1,200,000 $1.00 $1,200,000 $100,000 $1.00 Up To 1,500,000 $0.89 $1,335,000 $111,250 $0.89

Instant Verify

Instant Verify performs multiple core system data checks against the LexisNexis collection of robust public records and proprietary databases to ensure that information about a subject, such as a name, address and Social Security Number, match and are valid. In addition, Instant Verify offers age verification checks as options. The outcome of all verification checks can be viewed through a self-service reporting tool. Instant Verify integrates easily into virtually any point-of-service or online system through a simple XML data interface. The solution works as a stand-alone verification tool with its existing Web application and, because of its configurable architecture, the user interface customizes to minimize user training and support.

• Instantly checks a customer’s self-entered or self-provided information • Verifies information against several derogatory databases, including high-risk addresses

Addendum to Contract Number 4400008393

• Integrates quickly into existing business processes, third-party, and other Web sites software or hardware. • Remains transparent to the user. • Offers integration with the Instant Authenticate workflow, allowing customers to determine next steps based on verification outcome. • Provides quick response time to support Web site access requirements. • Supports both real-time and bulk data file submissions. • Provides flexibility to specify number of verification checks required to “pass” verification module.

Instant Authenticate

Instant Authenticate is a real-time interactive authentication quiz that increases the assurance that an individual is who he or she claims to be. The identity authentication solution is not a stand-alone verification process but rather an advanced linking process that reaches across billions of proprietary and non-proprietary public records. This approach produces better and wider quizzing capabilities that are more secure, more fraud-proof and not limited by the types of stand-alone databases used by credit bureaus. How Instant Authenticate works Using basic information about a customer, Instant Authenticate generates a series of random, multiple choice questions derived from data using public, private, and proprietary databases. As a result, these questions have a high likelihood of being correctly answered only by the proper individual. The system will then generate a pass or fail score for the individual based on the responses to the questions. The number of questions, type of questions and determination of passing score will be determined by the agency. If there is a pass score, the individual will be fully verified. If there is a fail score, the individual can be directed to further verification as the agency deems appropriate (e.g. additional set of questions). Benefits of Instant Authenticate include:

• Access to our premier data resources with billions of public records and proprietary data. • Verification of critical identity information of its customers quickly and economically. • Highly scalable and flexible solution. • Secure and reliable Web-based solution for instant online access to customer information. • Seamless integration into an agency’s customer-facing applications.

Addendum to Contract Number 4400008393 Part IV

STATEMENT OF WORK

1. CONTRACT OVERVIEW & SCOPE: The Pennsylvania Department of General Services (“DGS”) is seeking qualified supplier(s) to provide Basic and Comprehensive Online Legal Services to Commonwealth Agencies, Boards, Commissions and COSTARS participants, if applicable (“Agencies”). Services to include but not limited to access to public and national records, law libraries, citations, legal documents, print material, etc.

2. PARTICIPATING AGENCIES: The following entities may purchase services under this contract:

a. All Commonwealth agencies under the Governor’s jurisdiction shall be required to acquire online legal services using this contract.

b. Any Commonwealth executive agency and independent agency, as defined in Section 103 of the Commonwealth Procurement Code (“Code”), 62 Pa.C.S. § 103, that does not fall under the Governor’s jurisdiction may, at its option, issue purchase orders under this contract, provided the particular Supplier(s) has offered to extend the particular service level category(ies) to such agencies as indicated in the last column of its Bid Item Sheet.

c. Any DGS-registered COSTARS Member (local public procurement units and state-affiliated entities as defined in Sections 1901 and 103 of the Commonwealth Procurement Code, 62 Pa.C.S. §§ 1901 and 103) may, at its option, issue purchase orders under this contract, provided the particular Supplier(s) has offered to extend the particular service level category(ies) to such agencies as indicated in the last column of its Bid Item Sheet.

3. TERM OF CONTRACT: The initial term of the Contract will be three (3) years from the Effective Date as defined in Part V.2 V-CONTRACT-002.1a Term of Contract – Contract (Jan 2008) of the Standard Contract Terms and Conditions.

4. METHOD OF AWARD (MULTIPLE AWARD): Award will be made on a multiple award basis to all responsible and responsive bidders. DGS, in conjunction with the Office of General Counsel, will determine bid responsiveness and bidder responsibility for each service level category bid for all bids received for this procurement. The Commonwealth may request Suppliers to demonstrate their services offered in order to determine bid responsiveness, bidder responsibility, or best value.

Agencies may select one or more Supplier(s) for their required service from the list of Suppliers on this Contract, based upon best value. Each participating Agency may choose a number of different service levels from one or more Suppliers, tailored to fit the needs of its individual users. When services are required, Agencies will review and compare all supplier product lists and pricing to determine which supplier provides the online legal services that best meets the agency’s needs and at the best value.

Suppliers will be required to furnish their services, ordered by Commonwealth agencies, at the prices on the price list submitted to DGS with their original bid or any permitted subsequent update, less any offered discount. There is no guarantee that the award of a Contract will result in the award of a Purchase Order for any services hereunder. This section, paragraph 4 of the Statement of Work, supersedes Part III.3 III-IFB-007.1 Awards (Nov 2006) of the Standard Contract Terms and Conditions.

5. PRICE LIST: Bidders must include with their bid their most recent fee schedule on the document entitled “Bid Item Sheet” for all online legal services. Any other Contractor terms and conditions that may appear on the Contractor’s price list, including but not limited to, FOB shipping point; prices subject to change without notice will not be part of this Contract and will have no force or effect on this Contract or Purchase Orders issued by Commonwealth agencies.

6. CONSUMER PRICE INDEX (CPI) REPORT INSTRUCTIONS: The following provision is in addition to V.3 Renewal of Contract Term; Adjusted Prices – Index Based (Nov 30 2006) of the Standard Contract Terms and Conditions. The Contractor may request a price adjustment upon renewal of the Contract based on the CPI.

The CPI report shall be generated by using the following instructions: Select Top Picks for All Urban Consumers (Current Series), (Consumer Price Index - CPI), Select U.S. All items, 1982-84=100 - CUUR0000SA0 , Select Retrieve Data, Select More Formatting Options, Select 12-Month Percent Change, Select One Time Period, Select Month the Contract became effective, Select Retrieve Data. (Example: The percent (%) of change for 12 months ending 2008 was 4.0%, the supplier may increase their prices up to this percentage, any increase would be added to the suppliers Original Rate. A price increase would not be granted for any negative percentage changes as indicated for year ending 2009.) The Supplier shall provide a printed copy of the table with its price increase request. The Supplier shall itemize its price changes in a clear and concise fashion.

7. ADDITIONAL SERVICES: Additional services may be added during the term of the contract only with the written permission of the DGS contract administrator.

8. SUBSCRIBER AGREEMENT: Except to the extent it is inconsistent with the Standard Contract Terms and Conditions and this Statement of Work, the Supplier’s Subscriber Agreement, a copy of which shall be incorporated by reference into the Contract, shall bind all Participating Agencies.

9. LIMITATION OF LIABILITY: The following provision supplements and, to the extent it is inconsistent with, supersedes the Standard Contract Terms and Conditions including, but not limited to, the last sentence of Section V.45 CONTRACT-037.2a Sensitive Information (Sept 2009):

The Contractor’s liability to the Commonwealth under this Contract shall be limited to the greater of $5,000,000 or the aggregate value of all POs (including any amendments) issued under the contract for the preceding 12 month period. This limitation will apply, except as otherwise stated in this Section, regardless of the form of action, whether in contract or in tort, including negligence. This limitation does not, however, apply to damages for:

a. Bodily injury or death;

b. Damage to real property or tangible personal property for which the Contractor is legally liable; or

c. The Contractor’s indemnity of the Commonwealth for patent, copyright, trade secret or trademark protection.

In no event will the Contractor be liable for consequential or indirect damages; or for the Commonwealth’s misuse of the products and materials provided by Contractor in violation of applicable law or in violation of the Contractor’s General Terms and Conditions for Use of the Online Services or accepted Subscriber Agreement, including, without limitation, use of non-FCRA services for purposes regulated by the FCRA.

10. OWNERSHIP RIGHTS: The following provision supplements and, to the extent it is inconsistent with, supersedes V.13 CONTRACT-009.1d Ownership Rights (Oct 2006) and V.29 CONTRACT-020.1 Default (Dec 12 2006) of the Standard Contract Terms and Conditions:

It is understood by the parties that the online legal research services provided hereunder consist of Supplier-owned and third party-owned data, records and documents (“Information”) being made available to the Commonwealth and its users. The Commonwealth acknowledges and agrees that all such Information is and will continue to be the exclusive property of its respective owners and the Commonwealth’s use of such Information is limited by the Supplier’s Subscriber Agreement and applicable law including the U.S. Copyright Act.

In addition, Contractor shall not be required to transfer title to any online services copyrighted material under subsection c. of Section V.29 CONTRACT-020.1 Default.

11. PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY: The following provision supplements and, to the extent it is inconsistent with, supersedes V.12 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2006) of the Standard Contract Terms and Conditions:

The third paragraph is supplemented to read as follows: This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; all use of the products and materials provided by Contractor and subject to any suit or proceeding were in accordance with the Contractor’s General Terms and Conditions for Use of the Online Services or accepted Subscriber Agreement; and full information and all reasonable cooperation for the defense of same.

12. DEFAULT: The following provision supplements and, to the extent it is inconsistent with, supersedes V.29 CONTRACT-020.1 Default (Dec 12 2006) of the Standard Contract Terms and Conditions:

The following subparagraphs of subsection a. are clarified as follows:

5) Improper delivery is inapplicable to this Contract. 11) Insolvency or bankruptcy is inapplicable to the extent Contractor is still able to properly perform under the Contract. 15) Breach of any provision of the Contract shall mean a material breach of a substantial provision of the Contract.

The Contractor will have a 30 day cure period after written notice of default is sent from the Commonwealth before the Commonwealth may terminate the Contract for cause under Section V.31 c. of the Standard Contract Terms and Conditions.

Subsection d. is supplemented by the following: For issues involving the intellectual property of Contractor or Contractor’s third-party licensors, the Contractor shall have all rights and remedies provided by law.

13. CONFIDENTIALITY: The following provision supplements and, to the extent it is inconsistent with, supersedes V.44 CONTRACT-037.1b Confidentiality (Oct 2006) of the Standard Contract Terms and Conditions:

It is understood that the parties may maintain an “archival” copy of confidential information for regulatory compliance, auditing or accounting purposes and as authorized or directed by law.

14. ACCOUNT SERVICES: The Supplier shall provide individual account services to each participating agency, to include issuing user passwords, providing user training and support, and providing separate accounting and invoicing for each participating agency. Any participating agency may directly notify the Supplier’s assigned service representative via the PA Account Change Form by fax or email of any additions, substitutions, and deletions (“changes”) to the identities and numbers of business service users on a monthly basis; provided, however, that the Supplier shall adjust the participating agency’s monthly payment to accommodate the changes. All changes must be received by the supplier by the 15th of the current month for any changes to the following months’ service.

15. ASSIGNABILITY AND SUBCONTRACTING: Section V.33 CONTRACT-025.1 Assignability and Subcontracting (Oct 2006) of the Standard Contract Terms and Conditions shall be supplemented by adding the following language as new Subsections h and i:

h. Notwithstanding the foregoing provisions of this Section, the Contractor may, upon written notice to the Commonwealth, freely transfer or assign this Contract to:

i. any Contractor affiliate;

ii. any person or entity who acquires all or substantially all of the Contractor’s business or assets, or that portion of the Contractor’s business or assets relating to this Contract; or

iii. any of the successors and assigns of any of the foregoing.

i. In the event of any assignment under Subsection h. of this Section, the successor entity shall be required to follow the procedures for assignments and subcontracting under this Contract as if the successor were the original Contractor.

16. CONSENT TO FINANCIAL INTEREST: Notwithstanding the Commonwealth Contractor Integrity Provisions, the Contractor shall be permitted to have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this project, so long as the Contractor has notified, and has obtained the prior written consent of, the Commonwealth.

17. ADDITION OF NEW SUPPLIERS: New Contractors may be added at the discretion of the Department of General Services (“DGS”).

18. DOCUMENT(S) TO BE RETURNED: The following document(s) must be returned with your bid response in the PA Supplier Portal:

a. Bid Item Sheet; b. Additional Product Information Sheets, if needed; c. Subscriber Agreement, if any; d. PA Account Change Form e. STD-168 form; f. COSTARS Program Questionnaire; g. COSTARS Small Business Certificate, if required; and h. Domestic Workforce Utilization Certification.

Failure to return such documents may result in rejection of the bid. You may refer to the SRM Bidding Reference Guide on the Supplier Portal at www.pasupplierportal.state.pa.us for further details on attaching documents to your bid and bidding instruction.

Table of Contents SAP PART I - GENERAL INFORMATION...... 3 I.1 IFB-001.1 Purpose (Oct 2006) ...... 3 I.2 IFB-005.1 Type of Contract (Oct. 2006)...... 3 I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006) ...... 3 I.4 IFB-009.1 Questions (Nov. 2006) ...... 3 I.5 IFB-010.1 Addenda to the IFB (Oct. 2006)...... 3 I.6 IFB-011.1B Submission of Bids – Electronic Submittal (Dec 12 2006)...... 3 I.7 IFB-013.1A Non-Discrimination Program – Services Exceeding $50,000 (Nov 2006)...... 4 I.8 IFB-024.1 Bid Protest Procedure (Oct 2006) ...... 4 I.9 IFB-025.1 Electronic Version of this IFB (Oct 2006)...... 6 I.10 IFB-027.1 COSTARS Program (Aug 2010) ...... 6 I.11 IFB-029.1 Prices (Dec 6 2006)...... 9 I.12 IFB-031.1 Alternates (Nov 2006)...... 9 I.13 IFB-032.1 New Equipment (Nov 2006)...... 10 I.14 I-IFB-033.1 Modification or Withdrawal of Bid (Nov 2006) ...... 10 I.15 I-IFB-034.1 Rejection of Bids (Nov 2006) ...... 11 PART II - REQUIREMENTS ...... 12 II.1 IFB-006.1b COSTARS Program Questionnaire - Electronic Submission (Oct 2006) ...... 12 II.2 II-IFB-008.1b Lobbying Certification and Disclosure – Electronic Submission. (Oct 2006)...... 12 II.3 II-IFB-016.1 POST-SUBMISSION DESCRIPTIVE LITERATURE (Dec 2006)...... 12 PART III - SELECTION CRITERIA...... 13 III.1 III-IFB-001.1a Mandatory Responsiveness Requirements (Oct 2006) ...... 13 III.2 III-IFB-006.1f Notification of Selection - All Bidders (Oct 2006) ...... 13 III.3 III-IFB-007.1 Awards (Nov 2006)...... 13 III.4 III-IFB-008.1 Tie Bids (Nov 2006) ...... 13 III.5 III-IFB-009.1 Prompt Payment Discounts (Nov 2006) ...... 13 III.6 III-IFB-010.1 OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE (NOV 2006) ...... 13 PART IV - WORK STATEMENT...... 14 IV.1 IFB-001.1b STATEMENT OF WORK (Nov 2006) ...... 14 PART V - CONTRACT TERMS and CONDITIONS...... 15 V.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006)...... 15 V.2 CONTRACT-002.1a Term of Contract – Contract (March 2011) ...... 15 V.3 CONTRACT-002.2f Renewal of Contract Term; Adjusted Prices – Index Based (Nov 30 2006)...... 15 V.4 CONTRACT-002.3 Extension of Contract Term (Nov 30 2006) ...... 15 V.5 CONTRACT-003.1a Signatures – Contract (March 2007) ...... 15 V.6 CONTRACT-004.1a Definitions (Dec 12 2006)...... 16 V.7 CONTRACT-005.1a Purchase Orders (Feb 2007)...... 17 V.8 CONTRACT-006.1 Independent Prime Contractor (Oct 2006)...... 18 V.9 CONTRACT-007.01b Delivery of Services (Nov 30 2006) ...... 18 V.10 CONTRACT-007.02 Estimated Quantities (Nov 30 2006)...... 18 V.11 CONTRACT-008.1a Warranty. (Oct 2006) ...... 18 V.12 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2006)...... 18 V.13 CONTRACT-009.1d Ownership Rights (Oct 2006) ...... 19 V.14 CONTRACT-010.1a Acceptance (Oct 2006)...... 19 V.15 CONTRACT-011.1a Compliance With Law (Oct 2006) ...... 20 V.16 CONTRACT-013.1 Environmental Provisions (Oct 2006)...... 20 V.17 CONTRACT-014.1 Post-Consumer Recycled Content (Oct 2006) ...... 20 V.18 CONTRACT-014.3 Enforcement (Oct 2006)...... 20 V.19 CONTRACT-015.1 Compensation (Oct 2006) ...... 20 V.20 CONTRACT-015.2 Billing Requirements (Dec 5 2006) ...... 20 V.21 CONTRACT-015.3 Invoice Requirement – SAP Purchase Orders (Feb 2007)...... 21 V.22 CONTRACT-015.7 Price Adjustment – Consumer Price Index (Oct 2006)...... 21 V.23 CONTRACT-016.1 Payment (Oct 2006) ...... 21 V.24 CONTRACT-016.2 ACH Payments (Aug 2007) ...... 22 V.25 CONTRACT-017.1 Taxes (Dec 5 2006) ...... 22 V.26 CONTRACT-018.1 Assignment of Antitrust Claims (Oct 2006) ...... 22

Page 1 V.27 CONTRACT-019.1 Hold Harmless Provision (Nov 30 2006)...... 22 V.28 CONTRACT-020.1 Audit Provisions (Oct 2006) ...... 23 V.29 CONTRACT-021.1 Default (Dec 12 2006)...... 23 V.30 CONTRACT-022.1 Force Majeure (Oct 2006)...... 25 V.31 CONTRACT-023.1a Termination Provisions (Oct 2006)...... 25 V.32 CONTRACT-024.1 Contract Controversies (Oct 2006) ...... 26 V.33 CONTRACT-025.1 Assignability and Subcontracting (Oct 2006)...... 26 V.34 CONTRACT-026.1 Other Contractors (Oct 2006)...... 27 V.35 CONTRACT-027.1 Nondiscrimination/Sexual Harassment Clause (Aug 2010) ...... 27 V.36 CONTRACT-028.1 Contractor Integrity Provisions (March 2011)...... 28 V.37 CONTRACT-029.1 Contractor Responsibility Provisions (Nov 2010) ...... 32 V.38 CONTRACT-030.1 Americans with Disabilities Act (Oct 2006)...... 33 V.39 CONTRACT-032.1 Covenant Against Contingent Fees (Oct 2006) ...... 33 V.40 CONTRACT-033.1 Applicable Law (Oct 2006)...... 34 V.41 CONTRACT- 034.1b Integration (Nov 30 2006)...... 34 V.42 CONTRACT-034.2b Order of Precedence - IFB (Dec 6 2006) ...... 34 V.43 CONTRACT-035.1a Changes (Oct 2006)...... 34 V.44 CONTRACT-037.1b Confidentiality (Oct 2006) ...... 34 V.45 CONTRACT-037.2a Sensitive Information (Sept 2009) ...... 35 V.46 CONTRACT-051.1 Notice (Dec 2006)...... 35 V.47 CONTRACT-052.1 Right to Know Law (Feb 2010) ...... 35

Page 2 PART I - GENERAL INFORMATION PART I - GENERAL INFORMATION I.1 IFB-001.1 Purpose (Oct 2006)

The Commonwealth of Pennsylvania (Commonwealth) is issuing this Invitation for Bids (IFB) to meet the needs of DEPARTMENT OF GENERAL SERVICES to satisfy a need for ONLINE LEGAL SERVICES .

I.2 IFB-005.1 Type of Contract (Oct. 2006)

If the Issuing Office enters into a contract as a result of this IFB, it will be a ESTABLISHED PRICE CONTRACT contract containing the Contract Terms and Conditions as shown in Part V of this IFB.

I.3 IFB-008.1C No Pre-bid Conference (Oct. 2006)

There will be no pre-bid conference for this IFB. If there are any questions, please forward them to the Issuing Office prior to the bid opening date and time.

I.4 IFB-009.1 Questions (Nov. 2006)

Any questions concerning conditions and specifications must be directed to the Issuing Office.

I.5 IFB-010.1 Addenda to the IFB (Oct. 2006)

If the Issuing Office deems it necessary to revise any part of this IFB before the bid response date, the Issuing Office will post an addendum to its website at WWW.DGS.STATE.PA.US it is the Bidder's responsibility to periodically check the website for any new information or addenda to the IFB.

I.6 IFB-011.1B Submission of Bids – Electronic Submittal (Dec 12 2006) a. Bids are requested for the item(s) described in the Invitation For Bids and all the documents referenced in the form (collectively called the IFB). Bidders must submit their bids through the Commonwealth's electronic system (SRM). b. It is the responsibility of each bidder to ensure that its Bid is received through the electronic system prior to the date and time set for the opening of bids ("Bid Opening Time"). No Bid shall be considered if it arrives after the Bid Opening Time, regardless of reason for the late arrival.

Bids that are timely received in the Bid Opening Room prior to the Bid Opening Time shall be opened publicly in the presence of one or more witnesses at the time and place designated in this IFB for the Bid opening.

Page 3 c. Bids must be firm. If a Bid is submitted with conditions or exceptions or not in conformance with the terms and conditions referenced in the IFB Form, it shall be rejected. The Bid shall also be rejected if the items offered by the Bidder are not in conformance with the specifications as determined by the Commonwealth. d. The Bidder, intending to be legally bound hereby, offers and agrees, if this Bid is accepted, to provide the awarded items at the price(s) set forth in this Bid at the time(s) and place(s) specified.

I.7 IFB-013.1A Non-Discrimination Program – Services Exceeding $50,000 (Nov 2006)

Bidders must include with their bid submittals a completed MBE/WBE Subcontractor and Supplier Solicitation and Commitment Form, (STD-168). Failure to complete the form and submit it with the bid may result in rejection of the bid as non-responsive I.8 IFB-024.1 Bid Protest Procedure (Oct 2006) a. Who May File the Protest. Any Bidder or prospective bidder who is aggrieved in connection with the IFB or award of the contract solicitation or award of a contract may file a protest. Protests relating to cancellation of invitations for bids and protests relating to the rejection of all bids are not permitted. A Bidder is a person that submits a bid in response to the IFB. A prospective bidder is a person that has not submitted a bid in response to the IFB. b. Time for Filing.

1) If a protest is submitted by a prospective bidder, the protest must be filed before bid opening time or proposal receipt date.

2) If a protest is filed by a Bidder, the protest must be filed within seven days after the protesting Bidder knew or should have known of the facts giving rise to the protest EXCEPT THAT IN NO EVENT MAY A PROTEST BE FILED LATER THAN SEVEN (7) DAYS AFTER THE DATE THE CONTRACT OR PURCHASE ORDER WAS AWARDED. Date of filing is the date of receipt of protest.

3) Untimely filed protests shall be disregarded. c. Form of Protest.

1) A protest must be in writing and filed with the agency head (or designee) of the purchasing agency.

2) A protest must state all grounds upon which the protesting party asserts that the solicitation or award was improper. Issues not raised by the protesting party in the protest are deemed waived and may not be raised on appeal.

3) The protesting party may submit with the protest any documents or information deemed relevant. d. Notice of Protest If award has been made, the agency head (or designee) shall notify the successful Bidder or contractor of the protest. If the protest is received before award and substantial issues are raised by the protest, all Bidders who appear to have a substantial and reasonable prospect of winning the award shall be notified and may file their agreement/disagreement with the purchasing agency within three (3) days after receipt of notice of the protest.

Page 4 e. Stay of Procurement. The head of the purchasing agency (or designee) shall immediately decide, upon receipt of the protest, whether or not the solicitation or award shall be stayed, or if the protest is timely received after the award, whether the performance of the contract should be suspended. The Issuing Office shall not proceed further with the IFB or with the award of the contract, and shall suspend performance under the contract if awarded, unless the agency head of the purchasing agency makes a written determination that the protest is clearly without merit or that award of the contract/purchase order without delay is necessary to protect the substantial interests of the Commonwealth. f. Procedures.

1) Contracting Officer Response. Within fifteen (15) days of the receipt of a protest, the contracting officer may submit a written response to the head of the purchasing agency (or designee). The response may include any documents or information that the contracting officer deems relevant to the protest.

2) Protesting Party Reply. Within ten (10) days of the date of the contracting officer response, the protesting party may file a written reply.

3) Review. The head of the purchasing agency (or designee) shall:

a) Review the protest and any response or reply.

b) Request and review any additional documents or information he deems necessary to render a decision.

c) Give the protesting party and the contracting officer reasonable opportunity to review and address any additional documents or information requested by the agency head.

d) In his sole discretion, conduct a hearing.

e) Within sixty (60) days of the receipt of the protest, issue a written determination stating the reasons for the decision.

f) If additional time is required to investigate the protest, inform the protesting party of the additional time needed to render a determination and obtain the protesting party's consent.

4) "Clearly Without Merit" Determinations. If the head of the purchasing agency (or designee) determines, upon receipt, that the protest is clearly without merit and does not stay the procurement, the head of the purchasing agency (or designee) shall immediately issue the decision as required by Subparagraph h below. g. Settlement. The Issuing Office has the authority to settle and resolve bid protests. h. Decision. The head of the purchasing agency (or designee) shall promptly, but in no event later than sixty (60) days from the filing of the protest, issue a written decision. The decision shall:

1) State the reasons for the decision.

2) If the protest is denied, inform the protesting party of its right to file an appeal in Commonwealth Court

Page 5 within fifteen (15) days of the mailing date of the decision.

3) If it is determined that the solicitation or award was contrary to law, enter an appropriate order.

The agency head (or designee) shall send a copy of the decision to the protesting party and any other person determined by the agency head (or designee) to be affected by the decision.

I.9 IFB-025.1 Electronic Version of this IFB (Oct 2006)

This IFB is being made available by electronic means. If a Bidder electronically accepts the IFB, the Bidder acknowledges and accepts full responsibility to insure that no changes are made to the IFB. In the event of a conflict between a version of the IFB in the Bidder's possession and the Issuing Office's version of the IFB, the Issuing Office's version shall govern.

I.10 IFB-027.1 COSTARS Program (Aug 2010) COSTARS Purchasers. Section 1902 of the Commonwealth Procurement Code, 62 Pa.C.S. § 1902 (“Section 1902”), authorizes local public procurement units and state-affiliated entities (together, “COSTARS Members”) to participate in Commonwealth procurement contracts that the Department of General Services (“DGS”) may choose to make available to COSTARS Members. DGS has identified this Contract as one which will be made available for COSTARS Members’ participation.

A. Only those entities registered with DGS are authorized to participate as COSTARS Members in this Contract. A COSTARS Member may be either a local public procurement unit or a state-affiliated entity.

1. A “local public procurement unit” is:

• Any political subdivision (local government unit), such as a municipality, school district, or commission; • Any public authority (including authorities formed under the Municipality Authorities Act of 1955 or other authorizing legislation, such as the Public Transportation Law or the Aviation Code); • Any tax-exempt, nonprofit educational institution or organization; • Any tax-exempt, nonprofit public health institution or organization; • Any nonprofit fire, rescue, or ambulance company; and • Any other entity that spends public funds for the procurement of supplies, services, and construction (such as a council of governments, an area government, or an organization that receives public grant funds).

2. A state-affiliated entity is a Commonwealth authority or other Commonwealth entity that is not a Commonwealth agency. The term includes:

• The Pennsylvania Turnpike Commission; • The Pennsylvania Housing Finance Agency; • The Pennsylvania Municipal Retirement System; • The Pennsylvania Infrastructure Investment Authority; • The State Public School Building Authority; • The Pennsylvania Higher Education Facilities Authority, and • The State System of Higher Education.

Page 6 The term does not include any court or other officer or agency of the unified judicial system, the General Assembly and its officers and agencies, any State-related institution, or any Commonwealth executive or independent agencies, boards, or commissions not listed above. Statewide "row" offices, including the Auditor General, Attorney General, and State Treasurer are not State-affiliated entities under the Procurement Code. However, elements of the court system, the General Assembly, and independent agencies, boards, or commissions have been deemed eligible for COSTARS membership as entities that spend public funds for the procurement of supplies, services, and construction.

3. A complete list of local public procurement units and state-affiliated entities that have registered with DGS and that are authorized to procure items from the Contract can be found at http://www.dgsweb.state.pa.us/COSTARSReg/Member.aspx

B. COSTARS Members have the option to purchase from this Contract, from any DGS contract established exclusively for COSTARS Members in accordance with the requirements of Section 1902 , from any other cooperative procurement contracts, or from their own procurement contracts established in accordance with the applicable laws governing such procurements. The Contractor understands and acknowledges that there is no guarantee that a COSTARS Member will place an order under this Contract, and that the decision to procure from this Contract is within the sole discretion of each COSTARS Member.

C. DGS is acting as a facilitator for COSTARS Members who may wish to purchase under this Contract. COSTARS Members that participate in this Contract and issue purchase orders (“POs”) to Contractors are third party beneficiaries who have the right to sue and be sued for breach of this Contract without joining the Commonwealth or DGS as a party. The Commonwealth will not intervene in any action between a Contractor and a COSTARS Member unless substantial interests of the Commonwealth are involved.

D. COSTARS Members electing to participate in this Contract will order items directly from the Contractor and be responsible for payment directly to the Contractor.

E. Those Contractors electing to permit COSTARS Members to procure from this Contract shall pay the Required Administrative Fee applicable to the Contractor’s classification:

Contractor Classification Required Administrative Fee

Qualified Small Business Bidder , defined as having less than 100 full-time $500 employees or full-time equivalent employees and Gross Annual Revenue less than $20,000,000 ($25,000,000 for IT sales or service businesses)

All Other Bidders $1,500

Page 7 1. Each bidder electing to permit COSTARS Members to participate in the Contract must pay the applicable Administrative Fee upon Contract award in order to sell the awarded items/services to COSTARS Members. If the bidder is asserting that it is a Qualified Small Business, a completed Department of General Services Small Business Certification must be returned with the bid package.

2. At the beginning of each Contract year and upon any Contract renewal, the Contractor shall submit a check for the required amount, payable to “ Commonwealth of PA ”. The Contractor must pay the Administrative Fee at each contract renewal date to continue to sell the awarded items/services to COSTARS Members.

F. DGS has registered the COSTARS name and logo (together, the “COSTARS Brand”) as a trademark with the Pennsylvania Department of State. Therefore, the Contractor may use the COSTARS Brand only as permitted under in this Subsection.

1. The Contractor shall pay the Administrative Fee covering its participation in the program, including without limitation any use of the COSTARS Brand, for each year of the Contract period. The fee is payable upon Contract award and prior to the renewal date for each succeeding Contract period

2. DGS grants the Contractor a nonexclusive license to use the COSTARS Brand, subject to the following conditions:

a. The Contractor agrees not to transfer to any third party, including without limitation any of its subcontractors or suppliers, any privileges it may have to use the COSTARS Brand under this Contract.

b. The Contractor agrees not to use the COSTARS Brand to represent or imply any Commonwealth endorsement or approval of its products or services.

c. The Contractor is permitted to use the COSTARS Brand in broadcast, or Internet media solely in connection with this Contract and any other Contract with the Commonwealth under which it has agreed to make sales to COSTARS Purchasers. The Contractor may use the COSTARS Brand on business cards, brochures, and other print publications so long as the purpose is to identify the Contractor as a COSTARS vendor, and only so long as the required Contract fee is kept current.

d. Should this Contract terminate for any reason, the Contractor agrees promptly to remove the COSTARS Brand from any and all print and electronic media and to refrain from using the COSTARS Brand for any purpose whatsoever from the date of Contract termination forward.

e. The Contractor agrees to defend, indemnify, and hold harmless the Commonwealth of Pennsylvania and DGS from and against all claims, demands, liabilities, obligations, costs, and expenses of any nature whatsoever arising out of or based upon the Contractor’s use of the COSTARS Brand.

f. The Contractor agrees it has no property rights in the use of the COSTARS Brand by virtue of this nonexclusive license. The Contractor expressly waives any claims, including without limitation due process claims that may otherwise be available under the law in the event of any dispute involving these terms of use.

Page 8 G. The Contractor shall furnish to the DGS COSTARS Program Office a quarterly electronic Contract sales report detailing the previous quarter’s Contract purchasing activity, using the form and in the format prescribed by DGS. The Contractor shall submit its completed quarterly report no later than the fifteenth calendar day of the succeeding Contract quarter.

1. The Contractor shall submit the reports via the web-based COSTARS Suppliers’ Gateway at www.dgs.state.pa.us/costars . If a Contractor does not have access to the Internet, the Contractor shall send the reports, using the form and in the format prescribed by DGS, on compact disc via US Postal Service to the DGS COSTARS Program Office, Bureau of Procurement, 6th Floor Forum Place, 555 Walnut Street, Harrisburg, PA 17101-1914.

2. For each PO received, the Contractor shall include on the report the name and address of each COSTARS-Registered Purchaser that has used the Contract along with the sales date, and dollar volume of sales to the specific Purchaser for the reporting period.

3. DGS may suspend the Contractor’s participation in the COSTARS Program for failure to provide the Quarterly Sales Report within the specified time.

H. Additional information regarding the COSTARS Program is available on the DGS COSTARS Website at www.dgs.state.pa.us/costars

1. If the Contractor is aware of any qualified entity not currently registered and wishing to participate in the COSTARS Program, please refer the potential purchaser to the DGS COSTARS Website at www.dgs.state.pa.us/costars , where it may register by completing the online registration form and receiving DGS confirmation of its registration. To view a list of currently-registered COSTARS member entities, please visit the COSTARS website.

2. Direct all questions concerning the COSTARS Program to: Department of General Services COSTARS Program 555 Walnut Street , 6th Floor Harrisburg , PA 17101 Telephone: 1-866-768-7827 E-mail [email protected] I.11 IFB-029.1 Prices (Dec 6 2006)

The bid submitted by the successful Bidder will be incorporated into any resulting Contract and the Bidder will be required to provide the awarded item(s) at the prices quoted in its Bid.

I.12 IFB-031.1 Alternates (Nov 2006)

A Bidder who wants to offer an alternate must notify the Issuing Office in writing, at least five (5) days prior to the scheduled Bid opening, that the Bidder intends to offer an alternate in its Bid. An "alternate" is a product that deviates from the requirements of the specifications in its composition, qualities, performance, size dimension, etc. The written notification from the Bidder must include a complete description of the alternate and must identify the product's deviations from the specifications. Upon receipt of the notification, the Issuing Office will determine

Page 9 whether the alternate is acceptable. If the Issuing Office, in its discretion, determines that the alternate is acceptable, the Issuing Office will issue a change notice to the invitation for bids that revises the specifications. If no change notice is issued revising the specification, a Bid offering the alternate will not be considered for award.

I.13 IFB-032.1 New Equipment (Nov 2006)

Unless otherwise specified in this invitation for bids, all products offered by Bidders must be new or remanufactured. A 'new' product is one that will be used first by the Commonwealth after it is manufactured or produced. A 'remanufactured' product is one which: 1) has been rebuilt, using new or used parts, to a condition which meets the original manufacturer's most recent specifications for the item; 2) does not, in the opinion of the Issuing Office, differ in appearance from a new item; and 3) has the same warranty as a new item. Unless otherwise specified in this invitation for bids, used or reconditioned products are not acceptable. This clause shall not be construed to prohibit Bidders from offering products with recycled content, provided the product is new or remanufactured.

I.14 I-IFB-033.1 Modification or Withdrawal of Bid (Nov 2006) a. Bid Modification Prior to Bid Opening. Bids may be modified only by written notice or in person prior to the exact hour and date specified for Bid opening.

1) If a Bidder intends to modify its Bid by written notice, the notice must specifically identify the Bid to be modified and must be signed by the Bidder. The Bidder must include evidence of authorization for the individual who signed the modification to modify the Bid on behalf of the Bidder. The Bid modification must be received in a sealed envelope. The sealed envelope must identify the assigned Collective Number and the Bid Opening Time, and should state that enclosed in the envelope is a Bid modification

2) If a Bidder intends to modify its Bid in person, the individual who will modify the Bid must arrive in the Bid Opening Room prior to the Bid Opening Time, show a picture identification and provide evidence of his/her authorization to modify the Bid on behalf of the Bidder. If a Bidder intends to modify its Bid in person, the Bidder may do so only in the presence of an agency employee. (The agency employee will observe the actions taken by the individual to modify the Bid, but will not read the Bid or the modification). b. Bid Withdrawal Prior to Bid Opening. Bids may be withdrawn only by written notice or in person prior to the exact hour and date specified for Bid opening.

1) If a Bidder intends to withdraw its Bid by written notice, the notice shall specifically identify the Bid to be withdrawn and shall be signed by the Bidder. The Bidder must include evidence of authorization for the individual who signed the bid withdrawal to withdraw the bid on behalf of the Bidder. Except as provided in Subparagraph c, below, bid withdrawals received after the exact hour and date specified for the receipt of Bids shall not be accepted.

2) If a Bidder intends to withdraw its Bid in person, the individual who will withdraw the Bid must arrive in the Bid Opening Room prior to the Bid Opening Time, show a picture identification and provide evidence of his/her authorization to withdraw the Bid on behalf of the Bidder. c. Bid Withdrawal After Bid Opening. Bidders are permitted to withdraw erroneous Bids after Bid opening only if the following conditions are met:

Page 10 1) The Bidder submits a written request for withdrawal.

2) The Bidder presents credible evidence with the request that the reason for the lower Bid price was a clerical mistake as opposed to a judgment mistake and was actually due to an unintentional arithmetical error or an unintentional omission of a substantial quantity of work, labor, material, or services made directly in the compilation of the Bid.

3) The request for relief and supporting evidence must be received by the Issuing Office within three (3) business days after Bid opening, but before award of the contract.

4) The Issuing Office shall not permit a Bid withdrawal if the Bid withdrawal would result in the award of the contract on another Bid of the same Bidder, its partner, or a corporation or business venture owned by or in which the bidder has a substantial interest.

5) If a Bidder is permitted to withdraw its Bid, the Bidder cannot supply any material or labor or perform any subcontract or other work agreement for the awarded contractor, without the written approval of the Issuing Office. d. Firm Bid. Except as provided above, a Bid may not be modified, withdrawn, or cancelled by any Bidder for a period of sixty (60) days following the time and date designated for Bid opening, unless otherwise specified by the Bidder in its Bid. If the lowest responsible Bidder, as determined by the Issuing Office, withdraws its Bid prior to the expiration of the award period or fails to comply with the requirements set forth in the IFB including but not limited to any requirement to submit performance or payment bonds or insurance certificates within the required time period, the Bidder shall be liable to the Commonwealth for all costs and damages associated with the re-award or re-bid including the difference between the Bidder's price and the actual cost that the Commonwealth pays for the awarded items. e. Clarification and Additional Information. After the receipt of Bids, the Issuing Office shall have the right to contact Bidders for the purpose of seeking:

1) Clarification of the Bid which confirms the Issuing Office's understanding of statements or information in the Bid or;

2) Additional information on the items offered; provided the IFB does not require the rejection of the Bid for failure to include such information.

I.15 I-IFB-034.1 Rejection of Bids (Nov 2006)

The Issuing Office reserves the right to reject any and all Bids, to waive technical defects or any informality in Bids, and to accept or reject any part of any Bid if the best interests of the Commonwealth are thereby served.

Page 11 PART II - REQUIREMENTS PART II - REQUIREMENTS II.1 IFB-006.1b COSTARS Program Questionnaire - Electronic Submission (Oct 2006)

Offerors should complete and submit the COSTARS Program Questionnaire Form, which is attached to and made a part of this IFB, and submit it with its proposal. The completed COSTARS Program Questionnaire Form should be submitted as part of the Bid Response.

II.2 II-IFB-008.1b Lobbying Certification and Disclosure – Electronic Submission. (Oct 2006).

With respect to an award of a federal contract, grant, or cooperative agreement exceeding $100,000 or an award of a federal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000 all recipients must certify that they will not use federal funds for lobbying and must disclose the use of non-federal funds for lobbying by filing required documentation. Offerors must complete and return the Lobbying Certification Form and the Disclosure of Lobbying Activities Form, which are attached to and made a part of this IFB. The completed and signed Lobbying Certification Form and the Disclosure of Lobbying Activities Form should be submitted with the Bid Response. Commonwealth agencies will not contract with outside firms or individuals to perform lobbying services, regardless of the source of funds.

II.3 II-IFB-016.1 POST-SUBMISSION DESCRIPTIVE LITERATURE (Dec 2006)

T he Commonwealth may, during its evaluation of the bids, require any bidder to submit cuts, illustrations, drawings, prints, test data sheets, specification sheets and brochures which detail construction features, design, components, materials used, applicable dimensions and any other pertinent information which the Issuing Office may require in order to evaluate the product(s) offered. The required information must be submitted within two (2) business days after notification from the Issuing Office. Failure to submit the required information prior to the expiration of the second business day after notification shall result in the rejection of the bid as non-responsive.

Page 12 PART III - SELECTION CRITERIA PART III - SELECTION CRITERIA III.1 III-IFB-001.1a Mandatory Responsiveness Requirements (Oct 2006)

To be eligible for selection, a bid must be:

a. Timely received from a Bidder;

b. Properly signed by the Bidder.

III.2 III-IFB-006.1f Notification of Selection - All Bidders (Oct 2006)

Award will be made to all responsive and responsible bidders.

III.3 III-IFB-007.1 Awards (Nov 2006) Unless all Bids are rejected, and except as otherwise provided by law, award will be made, through the issuance of a Purchase Order, to the lowest responsible and responsive Bidder. Unless otherwise specified by the Issuing Office in the IFB form the Commonwealth reserves the right to award by item or on a total Bid basis, whichever is deemed more advantageous to the Commonwealth. In cases of discrepancies in prices, the unit price will be binding unless the unit price is obviously in error and the extended price is obviously correct, in which case the erroneous unit price will be corrected. As a condition for receipt of award of a contract/purchase order, the lowest responsible and responsive Bidder must be registered in the Commonwealth of Pennsylvania's Vendor Master file. In order to register, bidders must visit the PA Supplier Portal at https://www.pasupplierportal.state.pa.us/ or call the Customer Support Center at 877-435-7363 or 717-346-2676. III.4 III-IFB-008.1 Tie Bids (Nov 2006)

All tie bids will be broken by the Issuing Office.

III.5 III-IFB-009.1 Prompt Payment Discounts (Nov 2006)

Prompt payment discounts will not be considered in making an award. If prompt payment discounts are offered by any Bidder, however, the Issuing Office will take advantage of such offer.

III.6 III-IFB-010.1 OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE (NOV 2006)

The Commonwealth reserves the right to purchase products or services covered under this Contract through a separate competitive bidding procedure, whenever Commonwealth deems it in the best interest of the Commonwealth. The right will generally be exercised only when a specific need for a large quantity of the product or service exists or when the price offered is significantly lower than the Contract price.

Page 13 PART IV - WORK STATEMENT PART IV - WORK STATEMENT IV.1 IFB-001.1b STATEMENT OF WORK (Nov 2006)

The Commonwealth is seeking bids to procure the services set forth in the attached document entitled "Statement of Work."

Page 14 PART V - CONTRACT TERMS and CONDITIONS PART V - CONTRACT TERMS and CONDITIONS V.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006)

The Contract with the awarded bidder (who shall become the "Contractor") shall include the following terms and conditions:

V.2 CONTRACT-002.1a Term of Contract – Contract (March 2011)

The initial term of the Contract shall be year(s).

The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract.

The Effective Date shall be: a) the Effective Date printed on the Contract after the Contract has been fully executed by the Commonwealth (signed and approved as required by the Commonwealth contracting procedures) or b) the "Valid from" date printed on the Contract, whichever is later. V.3 CONTRACT-002.2f Renewal of Contract Term; Adjusted Prices – Index Based (Nov 30 2006)

The Contract may be renewed for a maximum of 2 additional 1 year term(s), so long as Commonwealth provides written notice to Contractor of its intention to extend the Contract by letter prior to the expiration of the term of the agreement, or any extension thereof. The Commonwealth may exercise the renewal as individual year or multiple year term(s). Any renewal will be under same terms, covenants and conditions, provided, however, that the rates under the contract will be adjusted to reflect inflation by applying the CONSUMER PRICE INDEX based on the month in which the Contract became effective. No further document is required to be executed to renew the term of the contract.

V.4 CONTRACT-002.3 Extension of Contract Term (Nov 30 2006)

The Commonwealth reserves the right, upon notice to the Contractor, to extend any single term of the Contract for up to three (3) months upon the same terms and conditions.

V.5 CONTRACT-003.1a Signatures – Contract (March 2007) The Contract shall not be a legally binding contract until the fully-executed Contract has been sent to the Contractor. No Commonwealth employee has the authority to verbally direct the commencement of any work or delivery of any supply under this Contract prior to the Effective Date. The Contractor hereby waives any claim or cause of action for any service or work performed prior to the Effective Date.

The Contract will not include an "ink" signature by the Commonwealth. The electronically-printed name of the Purchasing Agent represents the signature of that individual who has the authority, on behalf of the Commonwealth, to bind the Commonwealth to the terms of the Contract. If the Contract output form does not have "Fully Executed" at the top of the first page and does not have the name of the Purchasing Agent printed in the appropriate box, the Contract has not been fully executed.

Page 15 The fully-executed Contract may be sent to the Contractor electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Contract shall constitute receipt of the fully-executed Contract.

The Commonwealth and the Contractor specifically agree as follows:

a. No handwritten signature shall be required in order for the Contract to be legally enforceable.

b. The parties agree that no writing shall be required in order to make the Contract legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Contract or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine Contract or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of a genuine Contract or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Contract or acknowledgement were not in writing or signed by the parties. A Contract or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

c. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

V.6 CONTRACT-004.1a Definitions (Dec 12 2006)

As used in this Contract, these words shall have the following meanings: a. Agency The department, board, commission or other agency of the Commonwealth of Pennsylvania listed as the Purchasing Agency. If a COSTARS entity or external procurement activity has issued an order against this contract, that entity shall also be identified as "Agency". b. Contracting Officer The person authorized to administer this Contract for the Commonwealth and to make written determinations with respect to the Contract. c. Days Unless specifically indicated otherwise, days mean calendar days. d. Developed Works or Developed Materials All documents, sketches, drawings, designs, works, papers, files, reports, computer programs, computer documentation, data, records, software, samples or any other tangible material without limitation authored or prepared by Contractor as the work product covered in the scope of work for the Project.

Page 16 e. Documentation All materials required to support and convey information about the services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media. f. Services All Contractor activity necessary to satisfy the Contract.

V.7 CONTRACT-005.1a Purchase Orders (Feb 2007) Commonwealth agencies may issue Purchase Orders against the Contract. These orders constitute the Contractor's authority to make delivery. All Purchase Orders received by the Contractor up to and including the expiration date of the Contract are acceptable and must be performed in accordance with the Contract. Each Purchase Order will be deemed to incorporate the terms and conditions set forth in the Contract.

Purchase Orders will not include an "ink" signature by the Agency. The electronically-printed name of the purchaser represents the signature of that individual who has the authority, on behalf of the Commonwealth, to authorize the Contractor to proceed.

Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a purchase order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Purchase Order shall constitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will be considered received the following business day. a. No handwritten signature shall be required in order for the Contract or Purchase Order to be legally enforceable. b. The parties agree that no writing shall be required in order to make the order legally binding. The parties hereby agree not to contest the validity or enforceability of a Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the order or acknowledgement were not in writing or signed by the parties. A purchase order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents. c. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

Page 17 Purchase Orders under five thousand dollars ($5,000) in total amount may also be made in person or by telephone using a Commonwealth Purchasing Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. Contractors agree to accept payment through the use of the Commonwealth Purchasing Card. V.8 CONTRACT-006.1 Independent Prime Contractor (Oct 2006)

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. The Contractor will be responsible for all services in this Contract whether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the Contract.

V.9 CONTRACT-007.01b Delivery of Services (Nov 30 2006) The Contractor shall proceed with all due diligence in the performance of the services with qualified personnel, in accordance with the completion criteria set forth in the Contract.

V.10 CONTRACT-007.02 Estimated Quantities (Nov 30 2006)

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth in accepting any bid or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the Commonwealth. The Commonwealth reserves the right to purchase materials and services covered under the Contract through a separate competitive procurement procedure, whenever Commonwealth deems it to be in its best interest.

V.11 CONTRACT-008.1a Warranty. (Oct 2006)

The Contractor warrants that all items furnished and all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the Contract, all items are warranted for a period of one year following delivery by the Contractor and acceptance by the Commonwealth. The Contractor shall repair, replace or otherwise correct any problem with the delivered item. When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the Commonwealth.

V.12 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2006)

The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the Commonwealth under the contract.

The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract.

Page 18 This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same.

As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action.

If information and assistance are furnished by the Commonwealth at the Contractor's written request, it shall be at the Contractor's expense, but the responsibility for such expense shall be only that within the Contractor's written authorization.

The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney's fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the Contract.

If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing.

If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

V.13 CONTRACT-009.1d Ownership Rights (Oct 2006)

The Commonwealth shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the Commonwealth as part of the performance of the Contract.

V.14 CONTRACT-010.1a Acceptance (Oct 2006)

No item(s) received by the Commonwealth shall be deemed accepted until the Commonwealth has had a reasonable opportunity to inspect the item(s). Any item(s) which is discovered to be defective or fails to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the item(s) or the noncompliance with the specifications were not reasonably ascertainable upon the initial inspection. It shall thereupon become the duty of the Contractor to remove rejected item(s) from the premises without expense to the Commonwealth within fifteen (15) days after notification. Rejected item(s) left longer than fifteen (15) days will be regarded as abandoned, and the Commonwealth shall have the right to dispose of them as its own property and shall retain that portion of the proceeds of any sale which represents the Commonwealth's costs and expenses in regard to the storage and sale of the item(s). Upon notice of rejection, the Contractor shall immediately replace all such rejected item(s) with others conforming to the specifications and which are not defective. If the Contractor fails, neglects or refuses to do so, the Commonwealth shall then have the right to procure a corresponding quantity of such

Page 19 item(s), and deduct from any monies due or that may thereafter become due to the Contractor, the difference between the price stated in the Contract and the cost thereof to the Commonwealth.

V.15 CONTRACT-011.1a Compliance With Law (Oct 2006)

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.

V.16 CONTRACT-013.1 Environmental Provisions (Oct 2006)

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations, including, but not limited to: the Clean Streams Law Act of June 22, 1937 (P.L. 1987, No. 394), as amended 35 P.S. Section 691.601 et seq.; the Pennsylvania Solid Waste Management Act, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. Section 6018.101 et seq. ; and the Dam Safety and Encroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended , 32 P.S. Section 693.1.

V.17 CONTRACT-014.1 Post-Consumer Recycled Content (Oct 2006)

Except as specifically waived by the Department of General Services in writing, any products which are provided to the Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified on the Department of General Services website at www.emarketplace.state.pa.us on the date of submission of the bid, proposal or contract offer.

V.18 CONTRACT-014.3 Enforcement (Oct 2006)

The Contractor may be required, after delivery of the Contract item(s), to provide the Commonwealth with documentary evidence that the item(s) was in fact produced with the required minimum percentage of post-consumer and recovered material content.

V.19 CONTRACT-015.1 Compensation (Oct 2006)

The Contractor shall be required to furnish the awarded item(s) at the price(s) quoted in the Purchase Order. All item(s) shall be delivered within the time period(s) specified in the Purchase Order. The Contractor shall be compensated only for item(s) that are delivered and accepted by the Commonwealth.

V.20 CONTRACT-015.2 Billing Requirements (Dec 5 2006)

The Contractor shall include in all of its invoices the following minimum information:

- Vendor name and "Remit to" address, including SAP Vendor number; - Bank routing information, if ACH;

Page 20 - SAP Purchase Order number; - Delivery Address, including name of Commonwealth agency; - Description of the supplies/services delivered in accordance with SAP Purchase Order (include purchase order line number if possible); - Quantity provided; - Unit price; - Price extension; - Total price; and - Delivery date of supplies or services.

If an invoice does not contain the minimum information set forth in this paragraph, the Commonwealth may return the invoice as improper. If the Commonwealth returns an invoice as improper, the time for processing a payment will be suspended until the Commonwealth receives a correct invoice. The Contractor may not receive payment until the Commonwealth has received a correct invoice.

Contractors are required to establish separate billing accounts with each using agency and invoice them directly. Each invoice shall be itemized with adequate detail and match the line item on the Purchase Order. In no instance shall any payment be made for services to the Contractor that are not in accordance with the prices on the Purchase Order, the Contract, updated price lists or any discounts negotiated by the purchasing agency.

V.21 CONTRACT-015.3 Invoice Requirement – SAP Purchase Orders (Feb 2007)

Unless otherwise specified or unless the Contractor has been authorized by the Commonwealth for Electronic Invoicing, Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall send an invoice itemized by purchase order line item to the address referenced on the Purchase Order promptly after the item(s) are delivered. The invoice should include only amounts due under the Purchase Order. The Purchase Order number must be included on all invoices. In addition, the Commonwealth shall have the right to require the Contractor to prepare and submit a "Work In Progress" sheet that contains, at a minimum, the tasks performed, number of hours, hourly rates and the Purchase Order or task order to which it refers. V.22 CONTRACT-015.7 Price Adjustment – Consumer Price Index (Oct 2006)

The Contractor may increase the rates to be paid by the Commonwealth under the contract by no more than the percentage increase in the Consumer Price Index [Insert text providing greater detail] on an [annual, monthly] basis. The Contractor shall give at least [30] days prior notice of a price increase.

V.23 CONTRACT-016.1 Payment (Oct 2006) a. The Commonwealth shall put forth reasonable efforts to make payment by the required payment date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) thirty (30) days after a proper invoice actually is received at the "Bill To" address if a date on which payment is due is not specified in the Contract (a "proper" invoice is not received until the Commonwealth accepts the service as satisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above. Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within fifteen (15) days after the required payment date, the Commonwealth may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of 1982 and regulations promulgated pursuant thereto. Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. The Commonwealth reserves the right to conduct further

Page 21 testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractor agrees that the Commonwealth may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the Commonwealth against any payments due the Contractor under any contract with the Commonwealth. b. The Commonwealth shall have the option of using the Commonwealth purchasing card to make purchases under the Contract or Purchase Order. The Commonwealth's purchasing card is similar to a credit card in that there will be a small fee which the Contractor will be required to pay and the Contractor will receive payment directly from the card issuer rather than the Commonwealth. Any and all fees related to this type of payment are the responsibility of the Contractor. In no case will the Commonwealth allow increases in prices to offset credit card fees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in the terms of the Contract or Purchase Order.

V.24 CONTRACT-016.2 ACH Payments (Aug 2007) a. The Commonwealth will make contract payments through the Automated Clearing House (ACH). Within 10 days of award of the contract or purchase order, the contractor must submit or must have already submitted their ACH information within their user profile in the Commonwealth's procurement system (SRM). b. The contractor must submit a unique invoice number with each invoice submitted. The unique invoice number will be listed on the Commonwealth of Pennsylvania's ACH remittance advice to enable the contractor to properly apply the state agency's payment to the invoice submitted. c. It is the responsibility of the contractor to ensure that the ACH information contained in SRM is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments. V.25 CONTRACT-017.1 Taxes (Dec 5 2006)

The Commonwealth is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax free purchases under Registration No. 23-23740001-K. With the exception of purchases of the following items, no exemption certificates are required and none will be issued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment. The Commonwealth is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental entities and none will be issued. Nothing in this paragraph is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract.

V.26 CONTRACT-018.1 Assignment of Antitrust Claims (Oct 2006)

The Contractor and the Commonwealth recognize that in actual economic practice, overcharges by the Contractor's suppliers resulting from violations of state or federal antitrust laws are in fact borne by the Commonwealth. As part of the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to the Commonwealth all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products and services which are the subject of this Contract.

V.27 CONTRACT-019.1 Hold Harmless Provision (Nov 30 2006)

Page 22 a. The Contractor shall hold the Commonwealth harmless from and indemnify the Commonwealth against any and all third party claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract, provided the Commonwealth gives Contractor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S. Section 732-101, et seq.), the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under such terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits. b. Notwithstanding the above, neither party shall enter into any settlement without the other party's written consent, which shall not be unreasonably withheld. The Commonwealth may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations.

V.28 CONTRACT-020.1 Audit Provisions (Oct 2006)

The Commonwealth shall have the right, at reasonable times and at a site designated by the Commonwealth, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relate to costs or pricing data for the Contract for a period of three (3) years from date of final payment. The Contractor shall give full and free access to all records to the Commonwealth and/or their authorized representatives.

V.29 CONTRACT-021.1 Default (Dec 12 2006) a. The Commonwealth may, subject to the Force Majeure provisions of this Contract, and in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in the Termination Provisions of this Contract) the whole or any part of this Contract or any Purchase Order for any of the following reasons:

1) Failure to begin work within the time specified in the Contract or Purchase Order or as otherwise specified;

2) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the Contract or Purchase Order terms;

3) Unsatisfactory performance of the work;

4) Failure to deliver the awarded item(s) within the time specified in the Contract or Purchase Order or as otherwise specified;

5) Improper delivery;

6) Failure to provide an item(s) which is in conformance with the specifications referenced in the Contract or Purchase Order;

7) Delivery of a defective item;

Page 23 8) Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory;

9) Discontinuance of work without approval;

10) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

11) Insolvency or bankruptcy;

12) Assignment made for the benefit of creditors;

13) Failure or refusal within 10 days after written notice by the Contracting Officer, to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;

14) Failure to protect, to repair, or to make good any damage or injury to property;

15) Breach of any provision of the Contract;

16) Failure to comply with representations made in the Contractor's bid/proposal; or

17) Failure to comply with applicable industry standards, customs, and practice. b. In the event that the Commonwealth terminates this Contract or any Purchase Order in whole or in part as provided in Subparagraph a. above, the Commonwealth may procure, upon such terms and in such manner as it determines, items similar or identical to those so terminated, and the Contractor shall be liable to the Commonwealth for any reasonable excess costs for such similar or identical items included within the terminated part of the Contract or Purchase Order. c. If the Contract or a Purchase Order is terminated as provided in Subparagraph a. above, the Commonwealth, in addition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliver immediately to the Commonwealth in the manner and to the extent directed by the Contracting Officer, such partially completed items, including, where applicable, reports, working papers and other documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract or Purchase Order as has been terminated. Except as provided below, payment for completed work accepted by the Commonwealth shall be at the Contract price. Except as provided below, payment for partially completed items including, where applicable, reports and working papers, delivered to and accepted by the Commonwealth shall be in an amount agreed upon by the Contractor and Contracting Officer. The Commonwealth may withhold from amounts otherwise due the Contractor for such completed or partially completed works, such sum as the Contracting Officer determines to be necessary to protect the Commonwealth against loss. d. The rights and remedies of the Commonwealth provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. e. The Commonwealth's failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by the Commonwealth of its rights and remedies in regard to the event of default or any succeeding event of default.

Page 24 f. Following exhaustion of the Contractor's administrative remedies as set forth in the Contract Controversies Provision of the Contract, the Contractor's exclusive remedy shall be to seek damages in the Board of Claims.

V.30 CONTRACT-022.1 Force Majeure (Oct 2006)

Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party's control may include, but aren't limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes.

The Contractor shall notify the Commonwealth orally within five (5) days and in writing within ten (10) days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the Commonwealth may reasonably request. After receipt of such notification, the Commonwealth may elect to cancel the Contract, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the Contractor's delay.

In the event of a declared emergency by competent governmental authorities, the Commonwealth by notice to the Contractor, may suspend all or a portion of the Contract or Purchase Order.

V.31 CONTRACT-023.1a Termination Provisions (Oct 2006)

The Commonwealth has the right to terminate this Contract or any Purchase Order for any of the following reasons. Termination shall be effective upon written notice to the Contractor. a. TERMINATION FOR CONVENIENCE: The Commonwealth shall have the right to terminate the Contract or a Purchase Order for its convenience if the Commonwealth determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits. b. NON-APPROPRIATION: The Commonwealth's obligation to make payments during any Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Commonwealth shall have the right to terminate the Contract or a Purchase Order. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid for any appropriations available for that purpose c. TERMINATION FOR CAUSE: The Commonwealth shall have the right to terminate the Contract or a Purchase Order for Contractor default under Default Clause upon written notice to the Contractor. The Commonwealth shall also have the right, upon written notice to the Contractor, to terminate the Contract or a Purchase Order for other cause as specified in the Contract or by law. If it is later determined that the Commonwealth erred in terminating the Contract or a Purchase Order for cause, then, at the Commonwealth's discretion, the Contract or Purchase Order shall be deemed to have been terminated for convenience under the Subparagraph a.

Page 25 V.32 CONTRACT-024.1 Contract Controversies (Oct 2006) a. In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after the cause of action accrues, file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum. b. The contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Contractor. The contracting officer shall send his/her written determination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer's determination shall be the final order of the purchasing agency. c. Within fifteen (15) days of the mailing date of the determination denying a claim or within 135 days of filing a claim if, no extension is agreed to by the parties, whichever occurs first, the Contractor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Contractor shall proceed diligently with the performance of the Contract in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Contractor pursuant to the terms of the Contract.

V.33 CONTRACT-025.1 Assignability and Subcontracting (Oct 2006) a. Subject to the terms and conditions of this paragraph, this Contract shall be binding upon the parties and their respective successors and assigns. b. The Contractor shall not subcontract with any person or entity to perform all or any part of the work to be performed under this Contract without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer. c. The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations, or responsibilities hereunder without the prior written consent of the Contracting Officer, which consent may be withheld at the sole and absolute discretion of the Contracting Officer. d. Notwithstanding the foregoing, the Contractor may, without the consent of the Contracting Officer, assign its rights to payment to be received under the Contract, provided that the Contractor provides written notice of such assignment to the Contracting Officer together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract. e. For the purposes of this Contract, the term "assign" shall include, but shall not be limited to, the sale, gift, assignment, pledge, or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company. f . Any assignment consented to by the Contracting Officer shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations, and responsibilities being assigned.

Page 26 g. A change of name by the Contractor, following which the Contractor's federal identification number remains unchanged, shall not be considered to be an assignment hereunder. The Contractor shall give the Contracting Officer written notice of any such change of name.

V.34 CONTRACT-026.1 Other Contractors (Oct 2006)

The Commonwealth may undertake or award other contracts for additional or related work, and the Contractor shall fully cooperate with other contractors and Commonwealth employees, and coordinate its work with such additional work as may be required. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees. This paragraph shall be included in the Contracts of all contractors with which this Contractor will be required to cooperate. The Commonwealth shall equitably enforce this paragraph as to all contractors to prevent the imposition of unreasonable burdens on any contractor.

V.35 CONTRACT-027.1 Nondiscrimination/Sexual Harassment Clause (Aug 2010) The Contractor agrees: 1. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the Contractor, each subcontractor, or any person acting on behalf of the Contractor or subcontractor shall not, by reason of gender, race, creed, or color, discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

2. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the contract on account of gender, race, creed, or color.

3. The Contractor and each subcontractor shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined.

4. The Contractor and each subcontractor shall not discriminate by reason of gender, race, creed, or color against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

5. The Contractor and each subcontractor shall, within the time periods requested by the Commonwealth, furnish all necessary employment documents and records and permit access to their books, records, and accounts by the contracting agency and the Bureau of Minority and Women Business Opportunities (BMWBO), for purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause. Within fifteen (15) days after award of any contract, the Contractor shall be required to complete, sign and submit Form STD -21, the “Initial Contract Compliance Data” form. If the contract is a construction contract, then the Contractor shall be required to complete, sign and submit Form STD -28, the “Monthly Contract Compliance Report for Construction Contractors”, each month no later than the 15th of the month following the reporting period beginning with the initial job conference and continuing through the completion of the project. Those contractors who have fewer than five employees or whose employees are all from the same family or who have completed the Form STD -21 within the past 12 months may, within the 15 days, request an exemption from the Form STD -21 submission requirement from the contracting agency.

6. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that those provisions applicable to subcontractors will be binding upon each subcontractor.

Page 27 7. The Commonwealth may cancel or terminate the contract and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.

V.36 CONTRACT-028.1 Contractor Integrity Provisions (March 2011) It is essential that those who seek to contract with the Commonwealth of Pennsylvania (“Commonwealth”) observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of the Commonwealth procurement process.

In furtherance of this policy, Contractor agrees to the following:

1. Contractor shall maintain the highest standards of honesty and integrity during the performance of this contract and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations, or other requirements applicable to Contractor or that govern contracting with the Commonwealth.

2. Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to Contractor employee activity with the Commonwealth and Commonwealth employees, and which is distributed and made known to all Contractor employees.

3. Contractor, its affiliates, agents and employees shall not influence, or attempt to influence, any Commonwealth employee to breach the standards of ethical conduct for Commonwealth employees set forth in the Public Official and Employees Ethics Act, 65 Pa.C.S. §§1101 et seq.; the State Adverse Interest Act, 71 P.S. §776.1 et seq.; and the Governor’s Code of Conduct, Executive Order 1980-18 , 4 Pa. Code §7.151 et seq ., or to breach any other state or federal law or regulation.

4. Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person at the direction or request of any Commonwealth official or employee.

5. Contractor, its affiliates, agents and employees shall not offer, give, or agree or promise to give any gratuity to a Commonwealth official or employee or to any other person, the acceptance of which would violate the Governor’s Code of Conduct, Executive Order 1980-18 , 4 Pa. Code §7.151 et seq. or any statute, regulation, statement of policy, management directive or any other published standard of the Commonwealth.

6. Contractor, its affiliates, agents and employees shall not, directly or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any Commonwealth official or employee.

7. Contractor, its affiliates, agents, employees, or anyone in privity with him or her shall not accept or agree to accept from any person, any gratuity in connection with the performance of work under the contract, except as provided in the contract.

8. Contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this project, unless the financial interest is disclosed to the

Page 28 Commonwealth in writing and the Commonwealth consents to Contractor’s financial interest prior to Commonwealth execution of the contract. Contractor shall disclose the financial interest to the Commonwealth at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Contractor’s submission of the contract signed by Contractor.

9. Contractor, its affiliates, agents and employees shall not disclose to others any information, documents, reports, data, or records provided to, or prepared by, Contractor under this contract without the prior written approval of the Commonwealth, except as required by the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, or other applicable law or as otherwise provided in this contract. Any information, documents, reports, data, or records secured by Contractor from the Commonwealth or a third party in connection with the performance of this contract shall be kept confidential unless disclosure of such information is:

a. Approved in writing by the Commonwealth prior to its disclosure; or

b. Directed by a court or other tribunal of competent jurisdiction unless the contract requires prior Commonwealth approval; or

c. Required for compliance with federal or state securities laws or the requirements of national securities exchanges; or

d. Necessary for purposes of Contractor’s internal assessment and review; or

e. Deemed necessary by Contractor in any action to enforce the provisions of this contract or to defend or prosecute claims by or against parties other than the Commonwealth; or

f. Permitted by the valid authorization of a third party to whom the information, documents, reports, data, or records pertain: or

g. Otherwise required by law.

10. Contractor certifies that neither it nor any of its officers, directors, associates, partners, limited partners or individual owners has been officially notified of, charged with, or convicted of any of the following and agrees to immediately notify the Commonwealth agency contracting officer in writing if and when it or any officer, director, associate, partner, limited partner or individual owner has been officially notified of, charged with, convicted of, or officially notified of a governmental determination of any of the following:

a. Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

b. Commission of fraud or a criminal offense or other improper conduct or knowledge of, approval of or acquiescence in such activities by Contractor or any affiliate, officer, director, associate, partner, limited partner, individual owner, or employee or other individual or entity associated with:

(1) obtaining;

(2) attempting to obtain; or

Page 29 (3) performing a public contract or subcontract.

Contractor’s acceptance of the benefits derived from the conduct shall be deemed evidence of such knowledge, approval or acquiescence.

c. Violation of federal or state antitrust statutes.

d. Violation of any federal or state law regulating campaign contributions.

e. Violation of any federal or state environmental law.

f. Violation of any federal or state law regulating hours of labor, minimum wage standards or prevailing wage standards; discrimination in wages; or child labor violations.

g. Violation of the Act of June 2, 1915 (P.L.736, No. 338), known as the Workers’ Compensation Act, 77 P.S. 1 et seq.

h. Violation of any federal or state law prohibiting discrimination in employment.

i. Debarment by any agency or department of the federal government or by any other state.

j. Any other crime involving moral turpitude or business honesty or integrity.

Contractor acknowledges that the Commonwealth may, in its sole discretion, terminate the contract for cause upon such notification or when the Commonwealth otherwise learns that Contractor has been officially notified, charged, or convicted.

11. If this contract was awarded to Contractor on a non-bid basis, Contractor must, (as required by Section 1641 of the Pennsylvania Election Code) file a report of political contributions with the Secretary of the Commonwealth on or before February 15 of the next calendar year. The report must include an itemized list of all political contributions known to Contractor by virtue of the knowledge possessed by every officer, director, associate, partner, limited partner, or individual owner that has been made by:

a. Any officer, director, associate, partner, limited partner, individual owner or members of the immediate family when the contributions exceed an aggregate of one thousand dollars ($1,000) by any individual during the preceding year; or

b. Any employee or members of his immediate family whose political contribution exceeded one thousand dollars ($1,000) during the preceding year.

To obtain a copy of the reporting form, Contractor shall contact the Bureau of Commissions, Elections and Legislation, Division of Campaign Finance and Lobbying Disclosure, Room 210, North Office Building, Harrisburg, PA 17120.

12. Contractor shall comply with requirements of the Lobbying Disclosure Act, 65 Pa.C.S. § 13A01 et seq., and the regulations promulgated pursuant to that law. Contractor employee activities prior to or

Page 30 outside of formal Commonwealth procurement communication protocol are considered lobbying and subjects the Contractor employees to the registration and reporting requirements of the law. Actions by outside lobbyists on Contractor’s behalf, no matter the procurement stage, are not exempt and must be reported.

13. When Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or in these provisions has occurred or may occur, including but not limited to contact by a Commonwealth officer or employee which, if acted upon, would violate such ethical standards, Contractor shall immediately notify the Commonwealth contracting officer or Commonwealth Inspector General in writing.

14. Contractor, by submission of its bid or proposal and/or execution of this contract and by the submission of any bills, invoices or requests for payment pursuant to the contract, certifies and represents that it has not violated any of these contractor integrity provisions in connection with the submission of the bid or proposal, during any contract negotiations or during the term of the contract.

15. Contractor shall cooperate with the Office of Inspector General in its investigation of any alleged Commonwealth employee breach of ethical standards and any alleged Contractor non-compliance with these provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of the Office of Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refers to or concern this contract.

16. For violation of any of these Contractor Integrity Provisions, the Commonwealth may terminate this and any other contract with Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all additional costs and expenses incurred in obtaining another contractor to complete performance under this contract, and debar and suspend Contractor from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

17. For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this Paragraph 17.

a. “Confidential information” means information that a) is not already in the public domain; b) is not available to the public upon request; c) is not or does not become generally known to Contractor from a third party without an obligation to maintain its confidentiality; d) has not become generally known to the public through a act or omission of Contractor; or e) has not been independently developed by Contractor without the use of confidential information of the Commonwealth.

b. “Consent” means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by pre-qualification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of execution of this contract.

c. “Contractor” means the individual or entity that has entered into this contract with the Commonwealth, including those directors, officers, partners, managers, and owners having more than a five percent interest in Contractor.

Page 31 d. “Financial interest” means:

(1) Ownership of more than a five percent interest in any business; or

(2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

e. “Gratuity” means tendering, giving or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply.

f. “Immediate family” means a spouse and any unemancipated child.

g. “Non-bid basis” means a contract awarded or executed by the Commonwealth with Contractor without seeking bids or proposals from any other potential bidder or offeror.

h. “Political contribution” means any payment, gift, subscription, assessment, contract, payment for services, dues, loan, forbearance, advance or deposit of money or any valuable thing, to a candidate for public office or to a political committee, including but not limited to a political action committee, made for the purpose of influencing any election in the Commonwealth of Pennsylvania or for paying debts incurred by or for a candidate or committee before or after any election.

V.37 CONTRACT-029.1 Contractor Responsibility Provisions (Nov 2010)

For the purpose of these provisions, the term contractor is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee or lessor, who has furnished or performed or seeks to furnish or perform, goods, supplies, services, leased space, construction or other activity, under a contract, grant, lease, purchase order or reimbursement agreement with the Commonwealth of Pennsylvania (Commonwealth). The term contractor includes a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other public entity in the Commonwealth.

1. The Contractor certifies, in writing, for itself and its subcontractors required to be disclosed or approved by the Commonwealth, that as of the date of its execution of this Bid/Contract, that neither the Contractor, nor any such subcontractors, are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with its Bid/Contract, a written explanation of why such certification cannot be made.

2. The Contractor also certifies, in writing, that as of the date of its execution of this Bid/Contract it has no tax liabilities or other Commonwealth obligations, or has filed a timely administrative or judicial appeal if such liabilities or obligations exist, or is subject to a duly approved deferred payment plan if such liabilities exist.

3. The Contractor's obligations pursuant to these provisions are ongoing from and after the effective date of the Contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform the Commonwealth if, at any time during the term of the Contract, it becomes delinquent in the payment of taxes, or other Commonwealth obligations, or if it or, to the best knowledge of the Contractor, any of its subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity.

Page 32 Such notification shall be made within 15 days of the date of suspension or debarment.

4. The failure of the Contractor to notify the Commonwealth of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the Contract with the Commonwealth.

5. The Contractor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor's suspension or debarment.

6. The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by either searching the Internet at http://www.dgs.state.pa.us/ or contacting the:

Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 Telephone No: (717) 783-6472 FAX No: (717) 787-9138

V.38 CONTRACT-030.1 Americans with Disabilities Act (Oct 2006) a. Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28 C.F.R. Section 35.101 et seq., the Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract or from activities provided for under this Contract on the basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the "General Prohibitions Against Discrimination," 28 C.F.R. Section 35.130, and all other regulations promulgated under Title II of The Americans With Disabilities Act which are applicable to all benefits, services, programs, and activities provided by the Commonwealth of Pennsylvania through contracts with outside contractors. b. The Contractor shall be responsible for and agrees to indemnify and hold harmless the Commonwealth of Pennsylvania from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth of Pennsylvania as a result of the Contractor's failure to comply with the provisions of Subparagraph a. above.

V.39 CONTRACT-032.1 Covenant Against Contingent Fees (Oct 2006)

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Commonwealth shall have the right to terminate the Contract without liability or in its discretion to deduct from the Contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

Page 33 V.40 CONTRACT-033.1 Applicable Law (Oct 2006)

This Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law. V.41 CONTRACT- 034.1b Integration (Nov 30 2006)

This Contract, including the Invitation for Bids, the Contractor's bid, all referenced documents, and any Purchase Order constitutes the entire agreement between the parties. No agent, representative, employee or officer of either the Commonwealth or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes, or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.

V.42 CONTRACT-034.2b Order of Precedence - IFB (Dec 6 2006)

In the event there is a conflict among the documents comprising this Contract, the Commonwealth and the Contractor agree on the following order of precedence: the Contract; the IFB; and the Contractor's Bid in Response to the IFB.

V.43 CONTRACT-035.1a Changes (Oct 2006)

The Commonwealth reserves the right to make changes at any time during the term of the Contract or any renewals or extensions thereof: 1) to increase or decrease the quantities resulting from variations between any estimated quantities in the Contract and actual quantities; 2) to make changes to the services within the scope of the Contract; 3) to notify the Contractor that the Commonwealth is exercising any Contract renewal or extension option; or 4) to modify the time of performance that does not alter the scope of the Contract to extend the completion date beyond the Expiration Date of the Contract or any renewals or extensions thereof. Any such change shall be made by the Contracting Officer by notifying the Contractor in writing. The change shall be effective as of the date of the change, unless the notification of change specifies a later effective date. Such increases, decreases, changes, or modifications will not invalidate the Contract, nor, if performance security is being furnished in conjunction with the Contract, release the security obligation. The Contractor agrees to provide the service in accordance with the change order. Any dispute by the Contractor in regard to the performance required by any notification of change shall be handled through Contract Controversies Provision.

V.44 CONTRACT-037.1b Confidentiality (Oct 2006)

The Contractor agrees to protect the confidentiality of the Commonwealth's information. The Commonwealth agrees to protect the confidentiality of Contractor's confidential information. In order for information to be deemed to be confidential, the party claiming confidentiality must designate the information as "confidential" in such a way as to give notice to the other party. The parties agree that such confidential information shall not be copied, in whole or in part, except when essential for authorized use under this Contract. Each copy of such confidential information shall be marked by the party making the copy with all notices appearing in the original. Upon termination or cancellation of this Contract or any license granted hereunder, the receiving party will return to the disclosing party all copies of the confidential information in the receiving party's possession, other than one copy, which may be

Page 34 maintained for archival purposes only. Both parties agree that a material breach of these requirements may, after failure to cure within the time frame specified in this Contract, and at the discretion of the non-breaching party, result in termination for default.

The obligations stated in this Section do not apply to information:

i. already known to the recipient at the time of disclosure;

ii. independently generated by the recipient and not derived from the information supplied by the isclosing party;

iii. known or available to the public, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the proprietary information;

iv. disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or

v. required to be disclosed by the recipient by law, regulation, court order, or other legal process.

V.45 CONTRACT-037.2a Sensitive Information (Sept 2009) The Contractor shall not publish or otherwise disclose, except to the Commonwealth and except matters of public record, any information or data obtained hereunder from private individuals, organizations, or public agencies, in a publication whereby the information or data furnished by or about any particular person or establishment can be identified, except with the consent of such person or establishment. The parties shall not use or disclose any information about a recipient receiving services from, or otherwise enrolled in, a Commonwealth program affected by or benefiting from services under this Contract for any purpose not connected with the parties' Contract responsibilities except with the written consent of such recipient, recipient's attorney, or recipient's parent or guardian pursuant to applicable state and federal law and regulations.

Contractor will be responsible to remediate any improper disclosure of information. Such remediation may include, but not be limited to, credit monitoring for individuals for whom information has been released and reimbursement of any costs incurred by individuals for whom information has been released. Costs for which Contractor is responsible under this paragraph are not subject to any limitation of liability set out in this Contract or Purchase Order. V.46 CONTRACT-051.1 Notice (Dec 2006) Any written notice to any party under this Contract shall be deemed sufficient if delivered personally, or by facsimile, telecopy, electronic or digital transmission (provided such delivery is confirmed), or by a recognized overnight courier service (e.g., DHL, Federal Express, etc.) with confirmed receipt, or by certified or registered United States mail, postage prepaid, return receipt requested, and sent to following:

a. If to the Contractor: the Contractor's address as recorded in the Commonwealth's Supplier Registration system.

b. If to the Commonwealth: the address of the Issuing Office as set forth on the Contract.

V.47 CONTRACT-052.1 Right to Know Law (Feb 2010)

Page 35 a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the Commonwealth. c. Upon written notification from the Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1. Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2. Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth. g. The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

Page 36 Use This Sheet for Information on Proper Completion of the Bid Item Sheet

1. Enter Supplier Name 2. Fill-in all applicable columns. 3. Bidders must submit pricing for the Online Legal Monthly Plans (Tab 1 of the workbook). Failure to submit pricing under Tab 1 may be cause for bid rejection. 4. Bidders may also provide pricing for additional products and services, or to present additional pricing models and content sets on Tab 2 of the workbook (Optional Products and Services). Bid Item Sheet 1 Online Legal Monthly Plans

Supplier Name: LexisNexis, a division of Reed Elsevier Inc. You may bid as many, or as few, line items as you wish. DGS expects each supplier will provide more favorable pricing for subscriptions to a combination of services than for individual service subscriptions. Available for Non-Executive Price Per Unit Service Level Category Supplier Product ID Description of Service Agency Commonwealth User Price Purchase?

Basic Legal Service - PA Only See the "Lexis.com" section -No Public Records in the attached "Product $ 30.00 Month Yes (PA Federal Cases Included) Information Sheet"

Basic Legal Service - PA Only See the "Lexis.com" section - with PA-Only Public Records in the attached "Product $ 36.00 Month Yes (PA Federal Cases Included) Information Sheet"

Comprehensive Legal Service See the "Lexis.com" section - No Public Records in the attached "Product $ 41.00 Month Yes (PA and National Cases Included) Information Sheet"

Comprehensive Legal Service See the "Lexis.com" section - with National Public Records in the attached "Product $ 52.00 Month Yes (PA and National Cases Included) Information Sheet"

See the "Lexis.com" section Public Records - PA Only - No Legal Service in the attached "Product $ 25.00 Month Yes Information Sheet"

See the "Lexis.com" section Public Records - PA and National Cases - No Legal in the attached "Product $ 36.00 Month Yes Service Information Sheet" Bid Item Sheet 2 Optional Products and Services

Supplier Name: LexisNexis, a division of Reed Elsevier Inc. You may list as many, or as few, additional products, services, etc. as needed. Any additional Product Information Sheets for services listed under this category can be submitted as a separate attachment with the bid and named accordingly so that matching up the Product Information Sheet and Pricing can be easily done. If a price of “0.00” is entered, the supplier must provide an explanation as to why there is no cost for the item or explain how pricing is determined at the time of purchase.

Additional Products, Services, or Incentives Available for Non-Executive (Please Specify Each Service Below Along with Supplier Product ID Description of Service Price Unit Price Agency Commonwealth Pricing)* . Purchase?

See the "Lexis.com" section in the attached "Product Additional legal reseach content on lexis.com Information Sheet" Attached Attached Yes

See the attached "Product Lexis for Microsoft Office Information Sheet" Attached Attached Yes

See the attached "Product Lexis Search Advantage Information Sheet" Attached Attached Yes

See the attached "Product CourtLink Information Sheet" Attached Attached Yes

Prison/inmate legal research solution: external See the attached "Product hard drives Information Sheet" Attached Attached Yes *May include items such as PA-only print publications, national print publications, volume incentives expressed as percent discounts and access to any special online databases. Bid Item Sheet 2 - Continued Optional Products and Services

Supplier Name: LexisNexis, a division of Reed Elsevier Inc.

See the attached "Product Printed (hard copy) legal publications and CDs Information Sheet" Attached Attached Yes

Accurint (including Accurint for Government, Accurint for Government Plus, Accurint for Law See the attached "Product Enforcement, and Accurint LE Plus Information Sheet" Attached Attached Yes

See the attached "Product Batch Solutions Information Sheet" Attached Attached Yes Litigation Services Solutions: CaseMap Product Suite (including TimeMap, TextMap, NoteMap, and DepPrep); Concordance; LAW PreDiscovery, See the attached "Product and Early Data Analyzer Information Sheet" Attached Attached Yes

Available Available See the attached "Product upon upon Other LexisNexis content and solutions Information Sheet" request request Yes *May include items such as PA-only print publications, national print publications, volume incentives expressed as percent discounts and access to any special online databases.

Product Information Sheet

Commonwealth of Pennsylvania

May 27, 2011

Invitation for Bid No. 6100018237 Online Legal Services

Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Table of Contents

Lexis.com ...... 3 Lexis® for Microsoft® Office ...... 17 Lexis Search Advantage ...... 19 CourtLink ...... 21 Prison/Inmate Legal Research Solution ...... 23 Printed Legal Publications and CDs...... 29 Accurint ...... 32 Batch Solutions ...... 52 CaseMap Product Suite ...... 56 Concordance ...... 59 LAW PreDiscovery and LexisNexis Early Data Analyzer ...... 62 Other Content and Solutions ...... 64

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Lexis.com

A B C D E

A Go quickly to various means of retrieving G a specific document. B Go directly to all Shepard’s Citations Service options, exclusive to LexisNexis. C Get quick access to related LexisNexis H products and services. D Rerun search from a previous session or I resume interrupted research. E Go directly to saved Alerts and results. F Customize your subtabs to access state- J specific or topic-specific content quickly. G Access and select from your most recent 20 sources. H Perform common research tasks right from the main screen. I Open-Web product, Lexis Web, is integrated so you benefit from the combination of better free online content and reliable LexisNexis content in a single research service. J Use a simple search method with easy source selection. K K Compile a thorough overview of a legal topic (choose from more than 17,000), pinpoint relevant case annotations, or build U.S. federal and state case digests. L Access practice-area specific pages that L pull together valuable resources on one screen. The lexis.com interface, depicted above, demonstrates user-friendly features for accessing legal, news, business and public records materials online.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Future Functionality – Lexis Advance Later this year LexisNexis plans to release an enhancement to our lexis.com interface that will transform the way government agencies conduct research. The upcoming new platform, Lexis Advance, will provide a more efficient and intuitive way to search while delivering comprehensive and relevant results that can be managed, stored and accessed on demand.

Our new platform will provide access to LexisNexis and free Web content to deliver a larger set of answers faster. Take control of your results with You will acquire Lexis Advance at no our search filters that get you to the right answer additional charge when it becomes easily, and manage your activity with work folders available. You will also maintain access to that allow you to save your information right the existing interface after the new where you are working. Lexis Advance delivers platform becomes available, providing more complete and relevant results so you’ll have you a choice between the two interfaces. increased confidence in your legal research.

We’re developing Lexis Advance with input from more than 30,000 legal professionals from all markets in more than 1,500 one-on-one and small group forums, advisory meetings, labs, ethnography sessions and focus groups.

The prototype for Lexis Advance, above, depicts its “My Workspace” carousel research interface, delivering entirely new and more efficient ways for users to access, organize, and verify legal research.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

National Public Records from LexisNexis

Public Records Key Differentiators LexisNexis has approximately 20% more public records than our closest competitor, with coverage on more than 500 million individuals and 150 million businesses. Billions of public records, including over two billion records of personal property data covering almost 95 percent of the U.S., and 8 public records sources that our closest competitor does not have. Phonetic searching capability. The LexisNexis ability to identify relatives is unparalleled in the industry. LexisNexis linking technology and intuitive user interface produce relevant results and identification of an individual that is unmatched within the industry. Thousands of government and law enforcement agencies rely on LexisNexis public records.

LexisNexis has gathered one of the world’s most comprehensive and current data collections. We offer the largest public records collections in the world with billions of records and information on 500 million people drawn from over 10,000 disparate sources. The LexisNexis public records collection covers dozens of categories and hundreds of jurisdictions. Our expansive data collection efforts have resulted in the warehousing of 75 million more individuals than our competitors. We gather our data from a vast array of sources including, but not limited to, U.S. Postal Service, credit bureaus, states and independent providers. We also update our databases continuously - daily, weekly, monthly or quarterly depending on the source. That gives you the quality and quantity you need for everyday verification activity.

Public Records Data Linking Technology LexisNexis employs unique data linking technology to search through billions of records from thousands of disparate data sources. The technology produces intelligent and detailed information by assigning a unique code to each individual whose information is located within public and private records in the United States.

Data linking is a complex process that involves matching records not just across one measure, but across many, each with its own variances and nuances. This linking technology will help you track the movement of people and businesses, despite name changes, mangling or inconsistent use of names, or missing information.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

A “sounds like” feature helps you find variations and similar sounding names

Proximity searching lets you search for items within a radius of an address element (zip code, city/state), allowing you to get results if you know only the general area in which someone lives.

LexisNexis Person Search Screen

With LexisNexis public records, you can search for documents easily with fill-in-the-blank search forms. You can also do the following: Retrieve public records documents you could miss in search results elsewhere due to misspellings, typos and name variations. Since we’ve already linked the original documents to the proper entity, they’ll show up. Find people with phonetically spelled – or misspelled – names. Or pinpoint them with nicknames or through relatives or associates. Even "guesstimate" ages. Use an old address to find current information, or find an address without the exact town name – great for bedroom communities. Get results quickly. Choose to use either form-based, fill-in-the-blank searching or terms and connectors.

Public Records Reports (SmartLinx) Researchers will also access intelligent LexisNexis “SmartLinx” reports on individuals and businesses. The reports make it easy to connect names, addresses, phone numbers and other information with appropriate people, businesses and locations.

Completeness Because of the verification and “cleansing” process that LexisNexis uses, researchers can discover records they may never find otherwise (e.g., due to a misspelling of a name in the original public record, or name, address and phone number variations). SmartLinx reports help you gain the most complete insight by accessing billions of reliable, indexed public records and delivering on-point results in an easy-to-read, tabular report.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Streamlining LexisNexis eliminates duplicate public records, which are cumbersome and confusing to wade through, increasing agency efficiency. Advantage Relevancy LexisNexis provides the most Results are displayed based on relevancy of results to comprehensive collection of original search terms. Search results allow users to validate commercially available online quickly and easily that the individual cited in search results public records. is the right person.

Cross-Referencing SmartLinx reports link people to businesses, neighbors, relatives, licenses, property, addresses, phone numbers and more.

Pennsylvania Public Records In lieu of national public records, agencies may also purchase a collection of online Pennsylvania public records that includes court docket filings (criminal and civil), verdicts, businesses, statewide person search, property, motor vehicles, drivers licenses, and more.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Content Packages and Pricing Agencies will receive true flat-rate pricing with no hidden charges. You will not be charged extra to link to documents that are outside the flat-rate plan. You also can retrieve documents by citations for no additional fee, even if the documents are not included in your flat-rate plan.

Adding substantial value to agencies’ LexisNexis subscriptions, the Legal Service packages include news & business materials and many other sources agencies desire. Package summaries are as follows.

Basic Legal Service - PA Only - No Public Records (PA Federal Cases Included) Pennsylvania state and federal cases Pennsylvania statutes (current and archived) United States Code Service Pennsylvania Administrative Code (current and archived) Pennsylvania state and federal court rules Pennsylvania bills and bill tracking reports Pennsylvania Attorney General and other administrative agency decisions Pennsylvania jury instructions Pennsylvania Restatement Annotated Case Citations Pennsylvania law reviews and journals Pennsylvania Forms: Dunlap-Hanna Pennsylvania Martindale-Hubbell Law Directory Pennsylvania Martindale-Hubbell Law Digest Pennsylvania Mealey’s Litigation NewsBriefs Pennsylvania newspapers and magazines U.S. Supreme Court briefs Shepard’s Citations Service

Price: $30 per user per month

Basic Legal Service - PA Only - With PA-Only Public Records (PA Federal Cases Included) Pennsylvania state and federal cases Pennsylvania statutes (current and archived) United States Code Service Pennsylvania Administrative Code (current and archived) Pennsylvania state and federal court rules Pennsylvania bills and bill tracking reports Pennsylvania Attorney General and other administrative agency decisions Pennsylvania jury instructions Pennsylvania Restatement Annotated Case Citations Pennsylvania law reviews and journals Pennsylvania Forms: Dunlap-Hanna Pennsylvania Martindale-Hubbell Law Directory Pennsylvania Martindale-Hubbell Law Digest -8-

Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pennsylvania Mealey’s Litigation NewsBriefs Pennsylvania newspapers and magazines U.S. Supreme Court briefs Shepard’s Citations Service Pennsylvania Jury Verdict Review & Analysis Pennsylvania public records o State and federal criminal and civil dockets o Person search o Business search o Drivers licenses o Motor vehicles o Watercraft

Price: $36 per user per month

Comprehensive Legal Service - No Public Records (PA and National Cases Included) Legal Case law: all states, all federal, international Statutes: all states and the United States Code Service, current and archived; and international Advanced Legislative Service: all states United States Statutes at Large Bills and bill tracking reports: all states and all federal Court rules: all states and all federal Court orders: states and federal Regulations: all states and the Code of Federal Regulations, current and archived Regulation tracking reports: all states and federal Registers: all states and the Federal Register Attorney General opinions: all states and federal Administrative agency opinions and other materials: all states and all federal U.S. Supreme Court briefs Federal legislative history materials Jury instructions: select states including Pennsylvania Martindale-Hubbell Law Directories – all states Martindale-Hubbell Law Digests – all states Pennsylvania Forms: Dunlap-Hanna American Law Reports (for agencies with 11 or more attorneys) American Jurisprudence 2d (for agencies with 11 or more attorneys) Other jurisprudences: California, Florida, Michigan, New York, Ohio, Texas, California (for agencies with 11 or more attorneys) All law reviews and journals Uniform acts and model laws Restatements of the Law Tax Analysts publications

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Mealey’s NewsBriefs and Litigation Reports Legal dictionaries Patents Copyrights Shepard’s Citations Service

Nationwide news and business: all states and international Newspapers Wire services Blogs Web-based publications Magazines & journals News transcripts Newsletters Press releases News transcripts (TV and radio) Company filings and reports Company directories Industry statistics and analyst reports Industry directories and profiles Market research reports Country and region reports D&B Market Identifiers D&B Federal Employer Identification Numbers D&B Executive Affiliations D&B Duns Decision Makers D&B Duns Principals D&B Private Company Insight Experian Business Reports Scientific and medical journals

Price: $41 per user per month

Comprehensive Legal Service - With National Public Records (PA and National Cases Included) Legal Case law: all states, all federal, international Statutes: all states and the United States Code Service, current and archived; and international Advanced Legislative Service: all states United States Statutes at Large Bills and bill tracking reports: all states and all federal Court rules: all states and all federal Court orders: states and federal Regulations: all states and the Code of Federal Regulations, current and archived

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Regulation tracking reports: all states and federal Registers: all states and the Federal Register Attorney General opinions: all states and federal Administrative agency opinions and other materials: all states and all federal U.S. Supreme Court briefs Federal legislative history materials Jury instructions: select states including Pennsylvania Martindale-Hubbell Law Directories – all states Martindale-Hubbell Law Digests – all states Pennsylvania Forms: Dunlap-Hanna American Law Reports (for agencies with 11 or more attorneys) American Jurisprudence 2d (for agencies with 11 or more attorneys) Other jurisprudences: California, Florida, Michigan, New York, Ohio, Texas, California (for agencies with 11 or more attorneys) All law reviews and journals Uniform acts and model laws Restatements of the Law Tax Analysts publications Mealey’s NewsBriefs and Litigation Reports Legal dictionaries Patents Copyrights Shepard’s Citations Service

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

D&B Duns Principals D&B Private Company Insight Experian Business Reports Scientific and medical journals

Nationwide public records with SmartLinx reports See pages 5 to 7 of this Product Information Sheet for details.

Price: $52 per user per month

Public Records - PA Only - No Legal Service Pennsylvania Jury Verdict Review & Analysis Pennsylvania public records o State and federal criminal and civil dockets o Person search o Business search o Drivers licenses o Motor vehicles o Watercraft Pennsylvania Forms: Dunlap-Hanna U.S. Supreme Court Briefs

Price: $25 per user per month

Public Records - PA and National Cases - No Legal Service See pages 5 to 7 of this Product Information Sheet for details. Pennsylvania public records Pennsylvania Jury Verdict Review & Analysis Pennsylvania Forms: Dunlap-Hanna U.S. Supreme Court Briefs

Price: $36 per user per month

Optional Add-On Content Agencies may also add the following optional content to their Legal Service packages:

Pennsylvania Criminal Law Premium Defense of Drunk Driving Cases: Criminal - Civil Defense of Narcotics Cases Courtroom Criminal Evidence Criminal Defense Techniques Dunlap Hanna - Criminal Law Forms & Commentary Ohlbaum on the Pennsylvania Rules of Evidence Pennsylvania Benchbook for Criminal Proceedings

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pennsylvania Criminal Law Encyclopedia Pennsylvania Suggested Standard Jury Instructions

Price: $10 per user per month

Pennsylvania Secondary Pennsylvania Suggested Standard Jury Instructions Dunlap Hanna - Business Law Forms & Commentary Dunlap Hanna - Civil Procedure & Evidence Law Forms & Commentary Dunlap Hanna - Criminal Law Forms & Commentary Dunlap Hanna - Estates and Probate Law Forms & Commentary Dunlap Hanna - Family Law Forms & Commentary Dunlap Hanna - Real Estate Law Forms & Commentary Ohlbaum on the Pennsylvania Rules of Evidence Pennsylvania Benchbook for Criminal Proceedings Pennsylvania Business Law Encyclopedia Pennsylvania Civil Practice Pennsylvania Civil Procedure & Evidence Law Encyclopedia Pennsylvania Criminal Law Encyclopedia Pennsylvania Domestic Relations Forms Pennsylvania Estates and Probate Law Encyclopedia Pennsylvania Evidence Courtroom Manual Pennsylvania Family Law Encyclopedia Pennsylvania Law Encyclopedia Pennsylvania Personal Injury/Torts Law Encyclopedia Pennsylvania Real Estate Law Encyclopedia Pennsylvania Transaction Guide Remick's Pennsylvania Orphans' Court Practice

Price: $15 per user per month

Pennsylvania Law Encyclopedias Pennsylvania Business Law Encyclopedia Pennsylvania Civil Practice Pennsylvania Civil Procedure & Evidence Law Encyclopedia Pennsylvania Criminal Law Encyclopedia Pennsylvania Estates and Probate Law Encyclopedia Pennsylvania Family Law Encyclopedia Pennsylvania Law Encyclopedia Pennsylvania Personal Injury/Torts Law Encyclopedia Pennsylvania Real Estate Law Encyclopedia

Price: $5 per user per month

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pennsylvania Transaction Guide

Price: $5 per user per month

Pennsylvania Analytical and Forms Pennsylvania Suggested Standard Criminal Jury Instructions Dunlap Hanna - Business Law Forms & Commentary Dunlap Hanna - Civil Procedure & Evidence Law Forms & Commentary Dunlap Hanna - Criminal Law Forms & Commentary Dunlap Hanna - Estates and Probate Law Forms & Commentary Dunlap Hanna - Family Law Forms & Commentary Dunlap Hanna - Real Estate Law Forms & Commentary Ohlbaum on the Pennsylvania Rules of Evidence Pennsylvania Benchbook for Criminal Proceedings Pennsylvania Business Law Encyclopedia Pennsylvania Civil Practice Pennsylvania Civil Procedure & Evidence Law Encyclopedia Pennsylvania Criminal Law Encyclopedia Pennsylvania Domestic Relations Forms Pennsylvania Estates and Probate Law Encyclopedia Pennsylvania Evidence Courtroom Manual Pennsylvania Family Law Encyclopedia Pennsylvania Law Encyclopedia Pennsylvania Personal Injury/Torts Law Encyclopedia Pennsylvania Real Estate Law Encyclopedia Pennsylvania Suggested Standard Civil Jury Instructions Pennsylvania Transaction Guide Remick's Pennsylvania Orphans' Court Practice

Price: $21 per user per month

Pennsylvania Suggested Standard Jury Instructions (Criminal and Civil)

Price: $6 per user per month

Pennsylvania Matthew Bender & Forms Dunlap Hanna - Business Law Forms & Commentary Dunlap Hanna - Civil Procedure & Evidence Law Forms & Commentary Dunlap Hanna - Criminal Law Forms & Commentary Dunlap Hanna - Estates and Probate Law Forms & Commentary Dunlap Hanna - Family Law Forms & Commentary Dunlap Hanna - Real Estate Law Forms & Commentary Ohlbaum on the Pennsylvania Rules of Evidence Pennsylvania Benchbook for Criminal Proceedings

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pennsylvania Business Law Encyclopedia Pennsylvania Civil Practice Pennsylvania Civil Procedure & Evidence Law Encyclopedia Pennsylvania Criminal Law Encyclopedia Pennsylvania Domestic Relations Forms Pennsylvania Estates and Probate Law Encyclopedia Pennsylvania Evidence Courtroom Manual Pennsylvania Family Law Encyclopedia Pennsylvania Law Encyclopedia Pennsylvania Personal Injury/Torts Law Encyclopedia Pennsylvania Real Estate Law Encyclopedia Pennsylvania Transaction Guide Remick's Pennsylvania Orphans' Court Practice

Price: $17 per user per month

City/County Attorney Premium A Practical Guide to Winning Land Use Approvals and Permits Antieau on Local Government Law, Second Edition Brownfields Law and Practice: The Cleanup and Redevelopment of Contaminated Land Civil Rights Actions Constitutional Rights of Prisoners Construction Law (Matthew Bender) Construction Law Digest Corbin on Contracts Environmental Law Practice Guide Insurance and Risk Management for State & Local Governments Killer Roads: From Crash to Verdict Land Use Law Newsgathering and the Law Nichols on Eminent Domain Personal Injury: Actions, Defenses, Damages Police Civil Liability Powell on Real Property Rapp, Education Law Regulatory Takings Zoning and Land Use Controls Municipal Litigation Reporter

Price: $20 per user per month

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Larson’s Workers’ Compensation Law

Price: $11 per user per month

Briefs, Pleadings & Motions Agencies will access current and relevant briefs, pleadings & motions from state and federal jurisdictions nationwide, including Pennsylvania. Responding to researchers’ needs, LexisNexis focuses on collecting documents from lawsuits that:

Are noteworthy, as identified by LexisNexis’ experienced legal editors. Are recent, from 2000 to present. Are from active and influential court systems. Involve dynamic and high-stakes litigation areas, including insurance, general litigation, products liability, real estate, labor & employment, complex litigation, commercial litigation, and a continually expanding range of expert witness-related content.

Price: $15 per user per month

American Lawyer Media Newspapers, Newsletters, Magazines, and Blogs Regional news publications provide timely, focused news and information. They include the latest information on your legal community, including must-have news like court information, decisions and docket notices. Access the nation’s leading legal magazines and newspapers including the National Law Journal, American Lawyer, Corporate Counsel and Legal Technology News. National publications help you develop insight by providing the latest decisions and verdicts, along with expert practitioner columns and emerging trends.

Price: $13 per user per month

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Lexis® for Microsoft® Office

With Lexis for Microsoft Office (LMO), you will experience seamless access to LexisNexis content from within applications you use every day – Microsoft® Word, Outlook® and SharePoint®. Find relevant insights and answers faster by staying within Word or Outlook as you create and review documents and e-mails with LMO.

The solution works with Microsoft Office 2007 (and later versions) and includes the following advantages:

Respond faster and with greater efficiency. Text recognition of your e-mail or document provides automatic links to relevant cases, citations, topics or terms. Gain cost efficiencies. Maximize the value of your current investments in LexisNexis and Microsoft. Increase your confidence in the outcome. Be sure you never miss a thing with work that reflects comprehensive content from LexisNexis and the open Web. Quickly validate your work – just one click identifies all citations in your document or e-mail and pulls the relevant cases.

Links to related LexisNexis content, including Shepard’s and relevant info. on people, companies, legal terms, & more.

A single search delivers access to LexisNexis legal content and the open Web.

Identify all Shepard’s signals and citations instantly within your document.

Lexis for Microsoft office lets you stay within Word (depicted above) and Outlook to validate your work with LexisNexis content.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pricing for LMO

$3 per user per month, if the user also subscribes to: Comprehensive Legal Service – No Public Records, or Comprehensive Legal Service – With National Public Records. $6 per user per month if the user also subscribes to: Basic Legal Service - PA Only – No Public Records, or Basic Legal Service - PA Only - With PA-Only Public Records.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Lexis Search Advantage

This proposal section includes information about a solution allowing you to search online legal materials and internal work product simultaneously. Pricing is available upon request.

By using Lexis Search Advantage (LSA), you will quickly search lexis.com and internal OAG documents (briefs, pleadings, depositions, motions, memos, etc.) simultaneously, in one search. LSA also integrates with Lexis for Microsoft Office to enhance your research efficiency.

Precision tools help you quickly find and validate relevant internal work product and lexis.com content for effective document drafting. When you choose LSA, the power of content and enterprise search helps you pinpoint relevant matters and legal expertise – and quickly find and validate internal documents with exclusive Shepard’s signals.

LSA conveniently adds the following elements into your internal files (Word documents, Outlook emails, etc.): Hypertext links to cases, statutes and secondary sources on lexis.com. Shepard’s Signal Indicators. Links to other internal work product citing the same source.

Pricing for Lexis Search Advantage Enterprise Bundle $25,000 minimum to install, implement and test system $22.50 per user/month license fee, minimum 45 users. Prices vary by number of documents and collections. Prices shown include basic and standard implementations, with neither profiling nor customization.

Screenshots on the following page highlight LSA’s benefits for Enterprise Knowledge Management.

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Lexis Search Advantage Benefits to Search Results:

Navigate and narrow search results with domain-specific information, such as citations, industries, clients, and people and company names

Featured Employee

Leverage advanced domain-specific analytics to showcase expertise

Click on a document to validate and research your content with LexisNexis

Search Advantage Benefits to Full Document Research View:

Click on names of discovered people and companies to link to variety of customizable internal and external resources

Link directly to the Lexis.com document, receive real-time Shepard’s treatment, and search for other Navigate large documents content citing this statute or tax code quickly by jumping straight to entity references or browsing by a dynamically generated table of contents

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

CourtLink

LexisNexis CourtLink is the leading online docket access and due diligence weapon that delivers critical discovery research to professionals who need quick and easy access to our nation’s courts. CourtLink helps you get the complete picture to understand the entire litigation history of a case. While case law provides information about a decision in a case, what leads to that decision is contained in the docket. By unlocking this information, CourtLink helps you make more informed decisions that favorably impact profitability and mitigate risk for your organization.

CourtLink can help you develop strategic profiles of litigants, attorneys, and judges so your legal professionals can make informed decisions. With access to more than 200 million federal, state and local court records from a single source and with an average search time of three to five seconds, CourtLink makes it possible to incorporate this critical knowledge into daily workflow so you can make intelligent assessments.

CourtLink is a Web-based product that allows the following: Searches for all federal and all state dockets. Access to federal and state document viewing (linked within docket reports, runner service excluded). Document tracking. Alerts on newly filed cases. Profiles (litigant, attorney/law firm, judicial, court, and nature of suit). Much more.

Unmatched Power and Results You have access to jurisdictional case docket coverage that includes information from the majority of federal jurisdictions dating back to the early 1980s. With CourtLink, you can pinpoint your research to:

Protect your agency by learning about new cases or case activity that will impact your organization and then translate this information into solutions. Stay informed, notified and forewarned – automatically – of litigation activity involving your company, partners or competitors that could affect your business or stock price. Develop strategic profiles of the litigants’ case histories, opposing counsel’s arguments in previous cases and arguments a judge has found compelling in the past so you can argue more effectively. Better manage outside counsel relationships and costs by being informed of litigation activity and experience. Be confident in your discovery process by accessing an unmatched, searchable collection of jurisdictional case docket coverage. Effortlessly track existing cases by receiving automatic notifications of any new activity in the case. -21-

Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Receive full docket reports anytime, anywhere – right at your desktop.

E-mail Alerts Be first to know about newly filed cases of interest to you. Set-up the following type of alerts: Litigant, Attorney, Judge, Debtor, Subject Matter, Class Action, and Bankruptcy Chapter.

Docket Tracking The Tracking features allow you to monitor docket activity without doing the search yourself, keeping you in touch with the latest information. You will automatically receive an email notification when an individual case docket has new activity. As with Alerts, you can access the court docket via the email notification or on the CourtLink Web site.

Pricing for CourtLink

Price Number of CourtLink IDs Per Month, Per Agency Up to 3 $222; and $74 for an additional ID Up to 5 $370; and $63 for each additional ID Up to 10 $685; and $53 for each additional ID Up to 25 $1,480; and $42 for each additional ID Up to 50 $2,530; and $32 for each additional ID Up to 100 $4,130; and $18 for each additional ID Up to 250 $6,830; and $14 for each additional ID Contact your LexisNexis sales 500+ representative for details

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Prison/Inmate Legal Research Solution

LexisNexis External Hard Drives The external hard drive (EHD) legal research solution for inmates is a safe, flexible and cost- effective way to make LexisNexis available on high security networks and machines. Each EHD system is preloaded with legal research materials that have been specifically designed for use in an institutional environment, and requires only minutes to set up and install.

EHDs, which are faster and more user friendly than DVDs and CDs, allow corrections facilities to easily download Legal Research Materials onto servers dedicated to law library workstations/ terminals. EHDs may also be loaded onto the hard drive of individual workstations/terminals. Or they may be used to continually link the electronic materials to a dedicated server that is shared by a number of workstations/terminals.

LexisNexis EHD Advantages LexisNexis provides correctional facilities nationwide our electronic research materials on EHD. We are the exclusive provider of electronic legal research content to inmates at the Federal Bureau of Prisons, who access the content via EHD. Advantages of EHD include: “Plug and play” access - A drive letter is automatically assigned to the EHD when it is plugged into the PC/File Server (no software required) USB 2.0 technology is faster than DVDs/CDs - USB 2.0 technology permits extremely fast data access (for searching and/or copying of content) and is roughly twice as fast as a CD or DVD. Specifically, USB 2.0 transfers data at roughly 480Mbits/second, whereas a typical CD or DVD drive only transfers data at a rate of External Hard Drive approximately 200Mbits/second. “Offloading” (copying) of content is easier - If the content is copied to a local or network hard drive, there is no need to swap discs during the copy process. Simply start the copy process from the EHD, and walk away. When you return, the copy process will be completed. Compare the ease of one EHD versus the inconvenience of multiple discs. Hardware failures: No cost and quick replacement - Should there be a hardware failure with the EHD, we would quickly send a replacement unit at no additional cost. No special/expensive hardware required - The EHD eliminates the need for a CD/DVD drive or CD/DVD tower and the potential need to download a large amount of information from the CDs/DVDs to a hard drive.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

How EHDs Work

Hardware requirements for the EHD are a USB 2.0 connection. The correctional facility would be responsible for providing all necessary equipment and networking. The prison administrator just plugs in the EHD containing updated content, runs a quick setup process, and it’s ready to go. LexisNexis will send you updated EHDs quarterly. All you have to do is swap a new drive for the old one. Users conduct legal research in complete security because no Internet connection is necessary.

Content Selector The Content Selector opens automatically after launching the program icon. This allows users to select and open the desired publication(s) for searching and viewing. A content selector screenshot is on the following page.

Sample Content Selector screen (may not reflect the Commonwealth’s research content).

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Application drop- Application Reference Application down menus toolbar window Help

Window pane displays selection via tabs. Table of Hitlist (search Determines what and how the resizable panes are contents results) displayed (table of contents, document, and hit list).

Main Program Interface screenshot above (may not reflect the Commonwealth’s research content).

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Legal Research Content for Prisons/Inmates Federal Primary Sources: U.S. Code Service (annotated) U.S. Constitution Federal Court Rules U.S. Supreme Court Cases, Lawyers' Edition All Federal Cases

Pennsylvania Primary Sources: Pennsylvania Statutes (annotated) Pennsylvania Constitution Pennsylvania Court Rules Pennsylvania Attorney General Opinions Pennsylvania Administrative Code Pennsylvania Advance Legislative Service Pennsylvania Judicial Decisions

Practice Guides: Pennsylvania Evidence Courtroom Manual Ohlbaum on the Pennsylvania Rules of Evidence Civil Rights Actions Constitutional Rights of Prisoners Pennsylvania Benchbook for Criminal Proceedings Criminal Defense Techniques Moore's Federal Practice - Criminal Federal Habeas Corpus Practice and Procedure Legal Research Guide: Patterns and Practice Pennsylvania Law Encyclopedia Understanding Criminal Procedure Forms, Dunlap Hanna Pennsylvania Litigation LexisNexis Forms

Citators and References: Shepard's - Pennsylvania Shepard's - Federal Ballentine's Law Dictionary

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Shepard’s Citations Service for Inmates The Only True Citator in an Electronic, Non-Internet Format

LexisNexis is the sole provider of Shepard’s Citations Service. The term Shepardizing has become commonplace in the legal industry because it’s the most trusted, in-depth and reliable method for determining whether an authority is still good law.

Unlike proprietary software that other vendors attempt to position as a citator, Shepard’s assesses the precedential value of an authority and generates a comprehensive list of materials citing to it. Shepard’s offers the most thorough and current coverage of slip and unreported opinions, case law, federal and state statutes, federal regulations, court rules, administrative materials, secondary sources, and even U.S. patents.

Shepard’s provides a complete list of citation references by looking across courts and jurisdictions to provide a comprehensive list of documents that have cited to an authority. LexisNexis legal editors analyze decisions for history and treatment. Inmates have a legitimate need to see how subsequent cases may have affected authorities on which they wish to rely.

We provide quick reference guides in both PDF and printed/laminated versions that include instructions for Shepardizing.

Researchers have been Shepardizing with confidence for 135 years. A cornerstone of the legal research process, Shepard’s is the most dependable, thorough and detailed method for determining good law.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pricing for Prison/Inmate Legal Research Solution Number of Price Terminals Per Terminal, Per Prison System,* Per Month 1 to 20 $550 21 to 40 $531 41 to 60 $512 61 to 80 $493 81 to 100 $474 101 to 120 $455 121 to 140 $429 141 to 160 $403 161 to 180 $377 181 to 200 $351 201 to 220 $325 221 to 240 $299 241 to 260 $263 261 to 280 $227 281 to 300 $191 301+ $155

* A prison system is defined as all prison/jail facilities operated by an individual county, all prison/jail facilities operated by an individual city, or all prison facilities operated by the Pennsylvania Department of Corrections.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Printed Legal Publications and CDs

Authoritative legal content from LexisNexis Matthew Bender helps you streamline analysis with expert insights, checklists, forms, and primary law references. Cited by more courts than any other industry-leading resource, our publications provide the insight, commentary, checklists and forms needed to practice with greater confidence. Currentness: Content is updated an average of three times a year. The currentness of the products Advantage helps to ensure the most up-to-date cases and LexisNexis is the exclusive coverage of emerging issues. provider of Matthew Bender Authors: Content is written by leaders in their publications. fields, both practitioners and members of the bench. Citations: Content is cited by more courts than any other publisher. Collier, Chisum, Moore, Nimmer, Appleman, Larson, Gilson, Weinstein and more are the leading sources in their practice areas.

Editorial Value Added LexisNexis is a recognized worldwide legal publisher with leading editorial content in all areas of law. Legal editors and authors include prominent judges, law professors, and practicing attorneys. In addition to being written by expert authors, our name brand treatises are reviewed and edited by experienced professional editorial staff, which includes attorney- editors who have substantial familiarity with their assigned subject areas. Our editorial team members work together to assure that each treatise is thorough and easy to use.

Authoritative Sources LexisNexis provides many legal treatises and encyclopedia products that set it apart from other legal publishers. We are the exclusive provider of Matthew Bender publications.

Methods/Sources of Currentness Treatises are updated regularly by our expert authors to ensure that the analysis contained therein reflects the very latest legal developments and trends. Our authors, all of whom are attorneys, law professors, or judges, and many of whom are well known experts in their subject areas, review all relevant legal developments (including case law, legislation, regulatory developments, and court rule changes) occurring since the last update to the publication and revise or supplement the text as appropriate.

Finally, as a double check, our experienced in-house attorney editors also regularly monitor current legal developments and trends in their assigned topical areas, using a variety of methods such as legislative services, online case reporters, scholarly journals, membership in bar associations, and continuing legal education. Using this knowledge, our editors work with

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services” the authors and board members to plan and review all updates to assure that the latest legal developments are incorporated into our products in a timely fashion.

LexisNexis is a recognized worldwide legal publisher with leading editorial content in all areas of law. Legal editors and authors include prominent judges, law professors, and practicing attorneys. In addition to being written by expert authors, our name brand treatises are reviewed and edited by experienced professional editorial staff, which includes attorney- editors who have substantial familiarity with their assigned subject areas. Our editorial-team members work together to assure that each treatise is thorough and easy to use.

Sampling of Publications Available to Commonwealth Agencies To browse a catalogue listing the thousands of exclusive publications available to Commonwealth agencies, please visit http://bookstore.lexis.com/bookstore/catalog.

A sampling of publications is as follows:

Commonwealth Specific Titles Crimes Code of Pennsylvania Criminal Law Digest of Pennsylvania CSC Pennsylvania Laws Governing Business Entities PA Forms, Dunlap-Hanna LexisNexis Practice Guide: PA Civil Discovery Ohlbaum on the PA Rules of Evidence PA Benchbook for Criminal Proceedings, 3rd Ed PA Civil Practice, 4th Ed PA Crimes Code & Vehicle Law Handbook PA Evidence Courtroom Manual PA Law Encyclopedia PA Transaction Guide: Legal Forms Remick's PA Orphans' Court Practice Vehicles Law of Pennsylvania

National Titles United States Code Service Moore's Federal Practice Weinstein's Federal Evidence Immigration Law and Procedure Immigration Law and Procedure: Deskbook Energy Law and Transactions Labor and Employment Law Employment Discrimination Collier on Bankruptcy Delaware Corporation Law and Practice Defense of Drunk Driving Cases: Criminal - Civil -30-

Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Cross Examination: Science and Techniques Federal Habeas Corpus Practice and Procedure Federal Criminal Trials Gilson on Trademarks Milgrim on Trade Secrets Nimmer on Copyright Appleman on Insurance Appleman Insurance Law Practice Guide Attorneys' Textbook of Medicine Nichols on Eminent Domain Powell on Real Property Larson's Workers' Compensation Law

Discounted Pricing To browse a catalogue of publications and list prices, please visit http://bookstore.lexis.com/bookstore/catalog.

Pricing advantages include the following for all Commonwealth agencies: Free shipping and handling on any new purchase (does not apply to renewals, updates, or existing subscriptions). A Dual Media discount of up to 50% on new purchases/subscriptions if the agency also subscribes to the same titles on LexisNexis online services. The Dual Media discount is applied to renewal and/or updates of the subscription as long as the same title is maintained online. The agency will receive up to a 30% discount off other new print publication purchases as long as the agency subscribes to LexisNexis online services. Some exclusions may apply, please contact your account manager for details. All the print discounts apply to new purchases only and not to renewals, updates or existing subscriptions.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint

Accurint is a powerful investigative public-records research tool used by thousands of government and law enforcement agencies to enforce laws and regulations, fight fraud, waste and abuse, and provide citizen-centric services. Accurint’s next generation search technology enables researchers and investigators to instantly search through billions of public records and perform their jobs more efficiently and effectively.

Some of the key search features and functionality available include the following:

Advanced Person Search helps to identify individuals when specific information is not available, or the available information contains errors or is fragmented. The ability to link records based on partial information and to disambiguate and correct errors to create reliable links is a powerful feature only found in Accurint.

People at Work Search - search for records of people connected with businesses to locate your subject and recover revenue and assets. Officers, directors, small business owners and possible employees are just some of the types of records you will find in the People at Work search.

Phones Search – track down phone numbers not typically available to increase your chances of finding your subject. Also access millions of non-directory assistance records, including cell phone numbers.

Death Records Search - search death records nationwide.

Business Search - search for a business based on combinations of company name, individual names, Federal EIN, address, city, state, zip, or telephone.

Corporate Filings Search - search for corporate filings based on combinations of company name, officer names, address, city, state, zip.

Fictitious Business Name - search by name, company, address, phone number, or filing number to find what name an entity is doing business as.

Federal Employer ID Numbers (FEIN) - search by company, FEIN, or address to find the FEIN assigned by the Federal Government to business entities expected to file federal tax returns.

Bankruptcies, Liens & Judgments Search - search bankruptcies, tax liens or judgments by name, SSN, company, FEIN, address, or case number.

UCC Filings Search - search by company name or address to find UCC (Commercial Lien) filings.

FAA Aircraft Search - search for aircraft registrations based on combinations of names, address, or aircraft number.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Motor Vehicle Search - search for motor vehicle registrations based on combinations of first name, middle name, last name, driver’s license number, license plate, company name, SSN, address, city, state, zip.

Property (Property Assessments, Deeds & Mortgages) - search by name, company, address, or parcel number for property tax assessments and property deed records.

Watercraft Search - search commercial and personal craft by name, company, address, hull ID, or vessel name.

Driver’s License Search - search driver’s license registrations based on combinations of first name, middle name, last name, driver’s license number, SSN, date of birth, address, city, state, zip.

Professional Licenses Search - search by name, social security number, address or professional license number to find individuals that have or have had a professional license.

FAA Certifications Search - search by name or address to find individuals that have or have had pilot, mechanic, trainer, or other FAA certifications.

Hunting and Fishing Licenses Search - search by name, address, or SSN to find individuals that have or have had hunting or fishing licenses.

Federal Firearms & Explosives Search – search by name, address, or license number to find individuals or businesses that have or have had ATF firearms and explosives licenses.

Concealed Weapon Permit Search – search by name, address or SSN to find individuals that have or have had a permit to carry a concealed weapon.

DEA Controlled Substances Search - search by name, address or SSN to find individuals or businesses that have or have had DEA controlled substances licenses.

Voter Registration Search - search by name, address or SSN to find voter registration records.

Civil Court Records Search – search by name or address to find civil court records.

Marriages & Divorces Search - search marriage and divorce records by name, location, filing number.

Foreclosures Search - search foreclosure records by name, company, or address.

Relavint Link Analysis - presents relationships between individuals, addresses, vehicles, and corporations. Users expand links dynamically and develop a continuously evolving network of interrelationships.

Comprehensive Reports - creates a combined, comprehensive report compiled from all datasets for either a company or a person.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Business Reports - creates a combined, comprehensive report for a company, including address, contact information, phone, and FEIN.

Description of the Content Offerings Accurint for Government Accurint for Government is a powerful investigative tool that enables government professionals to instantly gather and analyze current, comprehensive and authoritative public records, including the ability to locate people, discover associations, uncover assets, investigate businesses, visualize complex relationships and map locations.

Accurint for Government Plus Accurint for Government Plus provides all of the functionality of Accurint for Government PLUS anticipates the investigative needs of your agency with the next generation of features including Relavint™ Plus Link Analysis Took, Drag & Drop functionality, Advanced GIS Mapping, Wildcard Vehicle Search, Phone Number Batching, Query Organizer Tool, Customization made easy and on screen user guides.

Accurint for Law Enforcement Accurint for Law Enforcement is a comprehensive open source intelligence that provides a wide range of investigative, fraud prevention/detection and risk management tools to instantly gather and analyze current, comprehensive and authoritative public records, including the ability to locate, verify, and authenticate people, discover associations, uncover assets, investigate businesses, visualize complex relationships and map locations.

Accurint for Law Enforcement Plus Accurint for Law Enforcement Plus provides all of the functionality of Accurint for Law Enforcement PLUS anticipates the investigative needs of your agency with the next generation of features including Relavint™ Plus Link Analysis Took, Drag & Drop functionality, Advanced GIS Mapping, Wildcard Vehicle Search, Phone Number Batching, Query Organizer Tool, Customization made easy and on screen user guides.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

The Accurint for Government online home page, shown above, summarizes the solution’s robust search capabilities and public records information.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pricing for Accurint Subscriptions The following prices are per user, per month, per agency. Access to the Accurint products requires a term commitment of at least 12 months, and a 2 user minimum. Discounted per-user fees are available for multiple term commitments. Contact your account representative for details.

Accurint for Law Enforcement Accurint for Law Enforcement Plus Or Or Accurint for Government Accurint for Government Plus Monthly fee – per agency, per user, per month Users Includes all “Standard Features” (see the attached Price Schedules) 2 to 5 $90.00 $100.00 6 to 10 $88.00 $98.00 11 to 25 $86.00 $96.00 26 to 50 $84.00 $94.00 51 to 100 $82.00 $92.00 101 to 250 $81.00 $91.00 250 and up $80.00 $90.00

The following features are only available on a transactional basis, and not included as part of the Per User Subscription on the Accurint Products. These searches will be billed at the rates listed in the applicable Price Schedule:

Satellite Images D&B Search MVR's Onsite Civil and Criminal Court Search Property Deed Images XML Bankruptcy Dockets Smart Jury DE Corporation Search and Report Batch Wizard

Subscription Add-Ons Under Accurint’s per-user structure, agencies would be billed a flat-rate monthly fee for “standard features” in each Price Schedule, attached to this section. Those sheets also list persearch prices that agencies will incur for special features that are not included automatically in flat-rate plans. The following table includes monthly flat-rate pricing for certain premium features that an agency may wish to include in its Accurint plan. An agency that includes these features in a monthly flat-rate plan would not incur per-search charges for those features.

Add-On Feature Monthly Fee (See the Add-On Feature Key to determine availability) Per Agency, Per User Advanced Sexual Offender Search $10.00 Aerial Imaging $20.00 E-Mail Search $10.00

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Add-On Feature Monthly Fee (See the Add-On Feature Key to determine availability) Per Agency, Per User Healthcare/Medical Bundle: American Board of Medical Specialties Provider Search Provider Report $40.00 Provider Sanction Search Provider Sanction Report Comprehensive Healthcare Provider Report Comprehensive Healthcare Business Report Jail Booking Search and Report $40.00 JusticeXchange $75.00 News (all Types) $35.00 Phones Plus $25.00 Real Time MVR - number of searches per user per month:

20 $30.00 50 $68.00 100 $128.00 150 $180.00 200 $225.00 Real Time Phone Search $25.00 Sexual Offender Alerts

15 Alerts $15.00 30 Alerts $27.00 60 Alerts $45.00 Virtual Identity Search & Report $25.00

Add-On Feature Key Feature Accurint LE Accurint LE + Accurint Gov. Accurint Gov + Advanced Sex Offender Search n/a available n/a available Aerial Imaging n/a available n/a available E-Mail Search available available available available Healthcare/Medical Bundle available available available available Jail Booking Search and Report available n/a available n/a JusticeXchange available available available available News (all Types) available available available available Phones Plus available available available available Real Time MVR available available available available Real Time Phone Search available available available available Sex Offender Alerts* n/a available n/a n/a Virtual Identity Search & Report available available available available

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint for Government Price Schedule (5 pages)

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint for Government Plus Price Schedule (2 pages)

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint for Law Enforcement Price Schedule (5 pages)

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint for Law Enforcement Plus Price Schedule (2 pages)

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Batch Solutions

LexisNexis Public Records Batch Solutions offer fully automated search and delivery services featuring pinpoint search logic and providing cost-effective, high-speed results.

Batch Solutions are our user friendly solution to assist an agency in evaluating data efficiently. Our procedures include standardization and normalization of data that utilize over 100,000 rule sets for address hygiene, name matching and the identification of mis-keyed data and other anomalies. The result is data that is policy compliant and immediately useful. Batch services will enable government agencies to verify best addresses & phone numbers, detect & prevent fraudulent and improper payments, locate fugitives, suspects & witnesses, locate beneficiaries, loan defaulters, non-custodial parents, minimize returned mail, and update & maintain the quality of internal databases.

What makes LexisNexis unique in the batch market is our ability to work with any data input set and return customized, on-point results with a processing speed that is unmatched. We build a Batch design approximately 10 business days after we receive the input file. Once the Batch is in production, the average turnaround time is usually less than 24 hours.

While most data providers require their customers to follow strict input/output layouts and file transfer methods, LexisNexis creates layouts and methods based on customer requirements. We can do this because we support a multitude of delivery options and input and output file- naming conventions.

LexisNexis will accept your files via mutually acceptable format. The secure delivery options we support include: Secure FTP (SSH, SSL, or PGP Encryption) FTP with PGP encryption of the file Batch Web Gateway (SSL Encryption)

LexisNexis will conduct the entire process in a secure environment. We take the responsibility to protect the data our solutions are built on with the maximum level of security. We have taken a leadership role in developing the standard for data protection and apply policies and procedures well beyond minimum requirements for regulatory compliance. The constant auditing and validation of our systems and procedures by reputable external auditing firms is an indication of our commitment to the highest quality standards. Our WebTrust certification (together with many other certifications that we have received) reflects the completeness of our operations in areas such as security, privacy, processing integrity and availability.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pricing for Batch Solutions Definitions Per Hit = Per matched/returned record Per Input = Per record provided to LexisNexis

Charged BATCH FEATURE (NON-FCRA) PRICE Per Hit or Average Per Input Hit Rate PHONES & ADDRESSES Input Address Verified (Flag) $0.05 Per Input 90% Input Phone Verified (Flag) $0.05 Per Input 90% Address (single) $0.07 Per Input 50% Address (multiple) $0.08 Per Input 50% Address Monitor (single) $0.18 Per Hit 3% Address Monitor (multiple) $0.21 Per Hit 3% NCOA $0.01 Per Input EDA Phones - Directory Assistance Match on Input (single) $0.03 Per Input 25% EDA Phones - Directory Assistance Match on Input (multiple) $0.03 Per Input 25% EDA Phones Monitor (single) $0.14 Per Hit 1% EDA Phones Monitor (multiple) $0.16 Per Hit 1% Waterfall Phones - Directory Assistance Match, Address and Name Variations, Co-Residents, Phones Plus & Relatives; Add-ons $0.09 Per Input 40% Possible Relocation, Neighbors & People at Work (single) Waterfall Phones - Directory Assistance Match, Address and Name Variations, Co-Residents, Phones Plus & Relatives; Add-ons $0.10 Per Input 40% Possible Relocation, Neighbors & People at Work (multiple) Waterfall Phones Process Monitor (single) $0.31 Per Hit 1% Waterfall Phones Process Monitor (multiple) $0.34 Per Hit 1% Real Time Phone Search $0.25 Per Input 50% Reverse Phone Lookup $0.09 Per Input 35% Address and Phone (single) $0.20 Per Input 80% Address and Phone (multiple) $0.24 Per Input 80% Address and Phone Monitor (single) $0.34 Per Hit 3% Address and Phone Monitor (multiple) $0.41 Per Hit 3% Address and/or Phone Dedupe (requires address or phone $0.03 Per Input process) (single) Address and/or Phone Dedupe (requires address or phone $0.04 Per Input process) (multiple) Phone Identifier: (CELL, PAGER, POTS (Plain Old Telephone Service), VOIP (Voice Over IP), TIME, WEATHER, Puerto Rico/US $0.05 Per Input Virgin Isl) Email Addresses $0.40 Per Hit 40% IDENTITY Person Locator (includes Best Name, Address, Phone) $0.15 Per Input 50% Accurint Data Link -- Comprehensive Person Search $0.32 Per Input 90%

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Accurint Data Link -- Unique Identifier Only $0.02 Per Input 90% Date of Birth $0.05 Per Input 50% Most frequently reported SSN and/or Best SSN $0.32 Per Input 90% Up to five AKA's including DOB $0.09 Per Input 90% Red Flags $0.10 Per Input RELATED INDIVIDUALS Associates $1.00 Per Hit 50% Neighbors $0.25 Per Hit 95% Relatives $1.00 Per Hit 95% People at Work $1.00 Per Hit 40% People at Work Monitor $1.35 Per Hit 1% People at Work Flag $0.05 Per Hit 40% DEMOGRAPHICS Rent or Own $0.05 Per Input Income Range $0.05 Per Input Length of Residence $0.05 Per Input Housing Type $0.05 Per Input Voter Registration Search $0.25 Per Hit 15% Professional License $1.00 Per Hit 15% Provider Credentialing $6.00 Per Input Marriages & Divorces $1.00 Per Hit 1% ASSETS Property Record at Input Address (Flag) $0.02 Per Input 30% Property Record at Updated Address (Flag) $0.02 Per Input 30% Property $0.30 Per Input 30% Property Monitor $1.35 Per Hit 0.20% Homestead Exemption $1.00 Per Input Motor Vehicle Registration (Flag) $0.01 Per Input 20% Motor Vehicle Registration $0.20 Per Input 20% Real Time Motor Vehicle Registration $1.50 Per Input FAA Aircraft $0.25 Per Hit 0.30% Watercraft Registration $1.00 Per Hit 15% BUSINESS Secretary of State $1.00 Per Hit 40% Dun & Bradstreet Search $5.00 Per Hit 80% Business Credit Report $20.00 Per Hit 80% Corporation / Limited Partnerships Filings $1.00 Per Hit 40% UCC Filings $1.00 Per Hit 80% DEROGATORY AND DECEASED (Non-FCRA) Bankruptcy (4-Field) $0.01 Per Input 3% Bankruptcy (8-Field) $0.01 Per Input 3% Bankruptcy (Full Record) $0.60 Per Hit 3%

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Bankruptcy Monitor (Full Record) $0.78 Per Hit 0.10% Bankruptcy Events Monitoring $0.75 Per Input Deceased (Flag) $0.05 Per Hit 2% Deceased $0.60 Per Hit 2% Deceased Monitor $0.78 Per Hit 0.10% Judgment & Lien (Flag) $0.05 Per Hit 2% Judgment & Lien $1.00 Per Hit 2% Civil and Criminal Records $1.00 Per Hit 10% Civil and Criminal Records (Flag) $0.25 Per Hit 10% Litigious Debtor (Fair Debt Collections Practice Act Filer) $2.50 Per Hit 1% Litigious Debtor (Fair Debt Collections Practice Act Filer) (Flag) $2.00 Per Hit 1% Suspicious Identity (Flag) $0.10 Per Hit 1% Foreclosure (or Pre-Foreclosure) $1.00 Per Hit 4% Foreclosure (or Pre-Foreclosure) (Flag) $0.05 Per Hit 4% Possible Incarceration $1.00 Per Hit 0.10% Possible Incarceration (Flag) $0.25 Per Hit 0.10% Sex Offender Search (review of existing file) $1.00 Per Hit 0.10% SCORING Debtor 360 -- Collections Scoring & Analytics RecoverScore (contactability, life event) (Bankcard, Medical, Legal $0.10 Per Input Recoveries, Student Loans, Telecom, Other) Portfolio Evaluation $0.10 Per Input

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

CaseMap Product Suite

CaseMap Facilitate case assessment and get a comprehensive view of your case with CaseMap. It’s a powerful litigation support technology that gives you a central repository for critical case knowledge — key facts, documents, parties, legal issues and case law. Used by the EEOC, SEC and USAO and 97 of the AmLaw Top 100 law firms, the flexible CaseMap management tools help you organize, evaluate and explore a case’s facts, cast of characters and issues.

Quickly organize the major components of litigation cases CaseMap helps you identify and link the facts, legal issues and parties that are involved in each of your cases, and store them in specialized relational spreadsheets for ready access and analysis. Features like bulk email importing, automated capture of intake interview data and seamless integration with Concordance and other software greatly simplify evidence organization.

Make case assessment more efficient and effective Through flexible filtering technology, CaseMap enables you to see how any person, fact or issue relates to all the other elements of your case. This helps you and your team understand the big picture, while revealing vital links in case information that might otherwise go undiscovered. By quickly seeing how facts and prior cases affect your key issues, CaseMap can even help you evaluate a case’s strengths and weaknesses as you consider settlement or trial.

Instantly produce reports, lists & motions for summary judgment With flexible ReportBook templates and report generation wizards, CaseMap enables you to instantly produce polished reports that will impress clients as well as trial judges and juries. And with the MSJ Statement of Fact Creator, you can quickly produce a list of all undisputed facts, linked to case issues, to simplify the preparation of a Motion for Summary Judgment.

TimeMap TimeMap is a timeline graphing tool. It is used to graphically depict and analyze the timeline of evidence uncovered at any time during the litigation workflow. It is easy-to-use, produces professional timeline graphics at a low cost, and integrates with CaseMap. TimeMap allows litigators to quickly create chronologies using relevant facts, cast of characters, and other case matters to develop compelling visual aids, which are often used in trial.

TextMap TextMap is a transcript summary tool. It is used to create a database of electronic transcripts from case depositions, examinations, and other proceedings. Upload a transcript, and you can easily search, summarize, annotate, issue-code, and attach notes to important passages. TextMap gives you easy, flexible ways to link transcripts from case depositions, examinations

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services” and other proceedings to case exhibits and other documents and the ability to play deposition video synched with text.

As transcripts are imported into TextMap, they are indexed, and the location of each word in the transcript is stored. Litigators can search the index to instantly find all locations where a word or phrase appears. TextMap offers powerful cross-transcript searching, condensed transcript printing, and built-in PDFing of reports with full Acrobat licenses. When you use CaseMap and TextMap together, you improve organization of your case file and eliminate the need for deposition summaries.

NoteMap NoteMap is an outliner tool. Create and edit outlines as an efficient way to process key facts from the vast numbers of documents typically processed in litigation.

DepPrep DepPrep is a deposition preparation tool. Using DepPrep, litigators can groom witnesses for their depositions quickly and easily.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Pricing for CaseMap Product Suite Pricing is Per Agency

Government Government Government Product Pricing Pricing Pricing CaseMap Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $431.00 $476.00 $527.00 One-Year Subscription - New/Additional users(1) $538.75 Existing License Customer Converting to Subscription $185.00 $221.00 $266.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $231.25 TimeMap Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $179.00 $197.00 $221.00 One-Year Subscription - New/Additional users(1) $223.75 Existing License Customer Converting to Subscription $77.00 $89.00 $107.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $96.25 TextMap Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $179.00 $197.00 $221.00 One-Year Subscription - New/Additional users(1) $223.75 Existing License Customer Converting to Subscription $77.00 $89.00 $107.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $96.25 NoteMap or DepPrep or Acrobat Plug-in Plus Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $131.00 $143.00 $158.00 One-Year Subscription - New/Additional users(1) $163.75 Existing License Customer Converting to Subscription $59.00 $68.00 $80.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $73.75 CaseMap & TimeMap Bundle Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $566.00 $620.00 $683.00 One-Year Subscription - New/Additional users(1) $707.50 Existing License Customer Converting to Subscription $239.00 $287.00 $347.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $298.75 CaseMap & TextMap Bundle Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $566.00 $620.00 $683.00 One-Year Subscription - New/Additional users(1) $707.50 Existing License Customer Converting to Subscription $239.00 $287.00 $347.00 One-Year Subscription - Existing License Customer Converting to Subscription(1) $298.75 CaseMap & TimeMap Super Bundle - 3 Subscriptions + Onsite Expertise Year 1 Year 2 Year 3 One-Year Subscription - New/Additional users(1) $6,450.00

CaseMap Suite (now with Acrobat Plug-in Plus) Year 1 Year 2 Year 3 Multi-Year Subscription - New/Additional users $755.00 $833.00 $917.00 One-Year Subscription - New/Additional users(1) $943.75 Existing License Customer Converting to Subscription $320.00 $386.00 $464.00 (1) - Customers Existing License Customer Converting to Subscription $400.00 purchasing a one-year Plug-ins One-time Fee subscription will be Hummingbird / Interwoven Plug-ins offered an opportunity Customers with more than 10 CM Subscriptions $3,555.00 to re-purchase a year Customers with less than or equal to 10 CM Subscriptions $1,346.00 contract at a 20% Worldox Plug-in discount from the Year Subscription $896.00 1 price on their contract anniversary. (2) - Annual Report Writer One-time Fee Large Law $4,496.00 Maintenance Small Law $2,246.00 Subscription due on the purchase anniversary date. Training & Consulting Fee (3) - Term and volume Onsite(3) $1,845.00 discounts do not apply. Open Enrollement or Webinar $311.00

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Concordance

Concordance is an award-winning software product that stores a variety of documents in an electronic format so that they can be easily preserved, searched, tagged, shared, and retrieved during trial or trial preparation.

Agency users install the software, and then import electronic documents and data into the Concordance software where it is grouped as databases.

Types of files that can be loaded include any type of file with a Microsoft extension. For example: .pst, .doc, Excel, PowerPoint and pdfs. E-mail documents can be stored in Concordance as well.

Once data is stored in Concordance, simultaneous users can place notes on documents, tag documents, group documents together, make redactions, make productions and send to co- counsel, prepare exhibits for trial and much more. This functionality combines to allow the agency to securely save large amounts of data, organize it, make notes and classifications of the data to help the users make better sense of it, facilitate collaboration, and ease trial preparation.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services” Pricing for Concordance – Per Agency

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

** FYI Servers can be purchased both at the subscription price above and with a perpetual license for $19,500.

Concordance FYI ‐ Reviewer Annual Seats are not available to ASPs.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

LAW PreDiscovery and LexisNexis Early Data Analyzer

LAW PreDiscovery LAW PreDiscovery is the only out-of-the-box solution that combines imaging and electronic discovery allowing you to process paper and electronic files, images and existing load files. The solution software combines production-level imaging and electronic discovery processing in one robust and easy-to-use application allowing you to produce and organize both paper and electronic files. LAW PreDiscovery helps you cull non-responsive data to increase productivity, reduce costs and gain greater control over your electronic discovery.

Customize the interface to suit anyone from entry-level to advanced users – Store and manage your entire electronic discovery through one easy-to-use interface that can easily be customized to suit a wide variety of user needs.

Achieve maximum productivity from efficient document acquisition – Load electronic files, extract text and metadata, perform MD5 and SHA1 hash de-duplication and create file type filters using the Electronic Data Discovery (EDD) Loader. You can also process mail stores, e-docs, file lists, and Outlook folders simultaneously.

Streamline processing and optimize usage of workstations – Create batch processing jobs and share the load across multiple stations. All of the settings applied on one machine can be used on all machines that join that batch.

Leverage your existing resources – Leverage LAW PreDiscovery’s compatibility with most review tools by using the Export Utility to build load files, push records directly into Concordance databases, save all and reuse settings as export profiles.

Pricing for LAW PreDiscovery Pricing is customized and available upon request.

LexisNexis Early Data Analyzer LexisNexis Early Data Analyzer is an application within LAW PreDiscovery software. It helps you reduce cost and risk by conducting early data assessment prior to processing, production and review.

Filter a large amount of data in its source location – without moving it – to eliminate duplicate, irrelevant and non-responsive files before processing and review. Right at the source, you determine the nature and amount of data that is responsive in a lawsuit.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Save time and storage costs – and avoid the risk of corruption that can otherwise occur during data transfer. Gain early insight into the source, location, format and types of relevant case data. Generate reports for a valuable preview of risk associated with the case, as well as potential discovery costs. Achieve substantial savings by reducing the number of files that need to be processed and reviewed. Determine the size of the data set before importing it to the processing tools within LAW PreDiscovery. Avoid costly and time-consuming production of irrelevant documents. Reduce the risk of producing privileged data. Evaluate risk and potential cost at the earliest possible point. For more information please visit http://www.lexisnexis.com/eda/.

Pricing for LexisNexis Early Data Analyzer Pricing is customized and available upon request.

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Product Information Sheet – Commonwealth of Pennsylvania Invitation for Bid No. 6100018237 “Online Legal Services”

Other Content and Solutions

LexisNexis can also offer State agencies numerous other online legal, news, business, and public records materials and solutions that are not listed specifically in this bid. Agencies may learn more about these offerings online at www.lexisnexis.com. Pricing can be made available upon request.

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ONLINE LEGAL SERVICES PA ACCOUNT CHANGE FORM

Date: Agency Name: Purchase Order Number: Contact Person: Effective Date of Change*: Phone Number:

User ID Change

User Name ID # Add to Account # Delete from Account #

Purchase Order Change

User Name ID # Add to Account # Delete from Account #

PLEASE FAX OR E-MAIL THE ABOVE FORM ALONG WITH A COPY OF THE APPROVED PO TO:

Supplier's Name OR Supplier's Name Alison Kramer, Account Manager Emily Ceresa, Government Sales Specialist Email: [email protected] Email: [email protected] Fax: (866) 960-4770 Fax: (888) 960-2629

*ACCOUNT CHANGES MUST BE RECEIVED BY THE SUPPLIER BEFORE THE 15TH OF THE CURRENT MONTH FOR ANY CHANGES TO THE FOLLOWING MONTHS SERVICE.

LexisNexis Risk Solutions FL Inc. and its affiliates (“Bidder” or “LN”) Supplemental Document to the Invitation for Bids (“IFB”) issued by the Commonwealth of Pennsylvania, Department of General Services (the “Commonwealth” or “Customer”)

The terms in the IFB and any other document issued by the Commonwealth in connection with the IFB, including the Statement of Work (collectively referred to as the “IFB Documents”), shall be complemented and modified by Bidder’s general terms and conditions detailed herein (the “General Terms and Conditions”) which includes the LexisNexis Non-FCRA Application & Agreement Government Agencies & Law Enforcement, attached as Exhibit A, for the provision of Bidder’s non-FCRA services, including but not limited to, Accurint for Government, Accurint for Government Plus, Accurint for Law Enforcement, Accurint for Law Enforcement Plus, and non-FCRA Batch services; which is suited for the provision of the types of services being contemplated by the IFB, unless otherwise expressly agreed in writing by the Commonwealth and Bidder. If Bidder is selected by the Commonwealth in connection with the IFB Documents, at the Commonwealth’s request, Bidder undertakes to make good faith efforts to negotiate modifications in order to reach a fair agreement, satisfactory to both parties.

The rights and obligations of Bidder may be, in whole or in part, exercised or fulfilled by its subsidiaries and affiliates.

Due to the nature of the origin of public record information, the public records and commercially available data sources used in reports may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. This product or service aggregates and reports data, as provided by the public records and commercially available data sources, and is not the source of the data, nor is it a comprehensive compilation of the data. Before relying on any data, it should be independently verified.

It is understood that each participating agency or COSTARS Member (as defined in the IFB) shall have to certify, in writing, to its permissible use(s) of the Bidder supplied services, and in some instances, complete a separate contract form at the time at which such agency or COSTARS Member contracts for services with Bidder.

Bidder’s General Terms and Conditions As supplied in the LexisNexis Non-FCRA Application & Agreement Government Agencies and Law Enforcement, attached hereto as Exhibit A.

Exhibit A

LN Non-FCRA Application & Agreement Government Agencies & Law Enforcement

LexisNexis Risk Solutions FL Inc. and its Affiliates (collectively or individually “LN”) provide various Non-FCRA products and services (the “LN Services”). The information submitted on this Application and Agreement (“Agreement”) will be used to determine the Customer’s (as defined below) eligibility for accessing the LN Services. LN reserves the right to reject this Agreement without reason or for any reason whatsoever, without recourse against LN, or any of its employees, officers, directors, agents, affiliates, or other designees. Additionally, Customer hereby authorizes LN to independently verify the information provided herein and perform research about the individuals identified herein. “Affiliates” are those affiliates of LexisNexis Risk Solutions FL Inc. that provide LN Services pursuant to this Agreement.

PART 1 - CUSTOMER INFORMATION (This section must be filled out entirely) SECTION A: AGENCY INFORMATION (“Customer”) (P.O. Boxes and Maildrop Addresses Cannot be Used) Agency Name (Full Legal Name) Physical Address* City State Zip Main Agency Phone Number* Fax Agency Web Address

* Physical location where information will be used. Phone number must be Main number/Switchboard number at this location.

If located at the above address less than six (6) months, provide most recent prior address below: Physical Address City State Zip

IP Address IP Address Range From To

SECTION B: CUSTOMER ADMINISTRATOR* OR MAIN CONTACT INFORMATION Last Name First Name Middle Initial Title Telephone Email Address Admin IP Address

* Required only for local and municipal agencies - For credentialing purposes, each Customer Administrator must provide two (2) of the three (3) following pieces of identified information. 1. First five (5) digits of your Social Security Number 2. Full date of birth 3. Home address

ADDITIONAL CUSTOMER ADMINISTRATOR* OR MAIN CONTACT INFORMATION (Optional) Last Name First Name Middle Initial Title Telephone Email Address Admin IP Address

PART 2 - CREDENTIALING SECTION A: CUSTOMER SECURITY CERTIFICATION Customer certifies that the Customer has not been the subject of any proceeding regarding any trust-related matter including, but not limited to, fraud, counterfeiting, identity theft and the like, and that Customer has not been the subject of any civil, criminal or regulatory matter that would create an enhanced security risk to LN or its data, including, but not limited to, any matter involving potential violations of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and its implementing regulations (collectively, “GLBA”), the Driver’s Privacy Protection Act (18 U.S.C. § 2721, et seq.) and related state laws (collectively, the “DPPA”), the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”), the Fair Debt Collection Practices Act (15 U.S.C. § 1692-1692p) (“FDCPA”) or any other similar legal or regulatory guidelines. If any such matter has occurred, Customer shall attach a signed statement, along with all relevant supporting documentation, providing all details of this matter prior to execution of this Agreement.

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SECTION B: VENDOR REFERENCE RELEASE - Required only for local and municipal agencies. Please list at least one (1) current Business to Business Vendor Reference. This section is optional, but if it is not completed and LN is not able to complete its credentialing process, LN reserves the right to re-request this information prior to account activation. Such re- request will result in processing delays.

Company Name Contact Address City State Zip Phone Fax Email Account Number (if applicable)

SECTION C: AGENCY INFORMATION (select one) Federal Government Federal Law Enforcement State Government State Law Enforcement Local/Municipal Government Local/Municipal Law Enforcement Other (Specify)

SECTION D: PURPOSE OF USE Describe

SECTION E: ACCESS (select all that apply) Server (system to system) Internet/PC Fax Phone Other

SECTION F: SITE VISIT INFORMATION A site visit will be required for local and municipal agencies. Site visits may be required for any other Customer. Should a site visit be required, Customer agrees to authorize the site visit, cooperate in the site visit, and to pay the site visit charges as stated in the Schedule(s) A to this Agreement. Site visits are conducted for LN by an approved third-party. Please indicate if the appropriate contact is different than the contact listed in Part 1, Section B.

Site Visit Contact Contact Phone Contact Email

PART 3 - BILLING INFORMATION SECTION A: CREDIT CARD INFORMATION (If you choose to be billed on a credit card, fill out this portion and proceed to Part 3, Section C. If you choose to be billed directly, skip Part 3, Section A and proceed to Part 3, Section B). LN accepts MasterCard, Visa, and American Express. For security and authentication purposes, LN requires the account holder to provide the address to which the credit card company mails the monthly statement. Please provide authorization signature on final page.

Cardholder Name Credit Card Statement Address City State Zip Card Type: Master Card Visa American Express

Card Number Expiration (MM/YY)

SECTION B: DIRECT BILLING INFORMATION By submitting this direct billing application, Customer certifies that the individual whose name appears below is authorized to apply for credit on behalf of the Customer named in this Agreement. Customer certifies that the information provided relating to this credit application is true and complete. Customer hereby grants LN permission to verify the credit information provided herein.

BILLING CONTACT Last Name First Name Title Telephone Email Address Billing Address City State Zip

SECTION C: ADDITIONAL BILLING INFORMATION Require a P.O. Number on Invoice? No Yes If Yes, provide P.O. Number Sales Tax Exempt No Yes If Yes, provide proof of exemption.

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PART 4 - PERMISSIBLE USE CERTIFICATIONS

Law Enforcement Agencies Only: Review and, if appropriate, certify to the following: Customer represents and warrants that it will use the LN Services solely for law enforcement purposes, which comply with applicable privacy laws including, but not limited to the GLBA and the DPPA. To certify, check here: Proceed to Part 4, Section C.

SECTION A: GLBA EXCEPTION/PERMISSIBLE PURPOSE – NOT APPLICABLE TO LAW ENFORCEMENT Some LN Services use and/or display nonpublic personal information that is governed by the privacy provisions of the GLBA. Customer certifies it has the permissible purposes under the GLBA to use and/or obtain such information, as marked below, and Customer further certifies it will use such information obtained from LN Services only for such purpose(s) selected below or, if applicable, for the purpose(s) indicated by Customer electronically while using the LN Services, which purpose(s) will apply to searches performed during such electronic session:

(At least one (1) must be checked to be permitted access to GLBA data) 1. No applicable GLBA exception/permissible use. 2. As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. 2.(B) As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications. 3. To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. 4. In required institutional risk control programs. 5. In resolving consumer disputes or inquiries. 6. Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer. 7. Use by persons acting in a fiduciary or representative capacity on behalf of the consumer. 8. In complying with federal, state, or local laws, rules, and other applicable legal requirements. 9. To the extent specifically permitted or required under other provisions of law and in accordance with the Right to Financial Privacy Act of 1978, to law enforcement agencies (including a Federal functional regulator, the Secretary of Treasury, a State insurance authority, or the Federal Trade Commission), self-regulatory organizations, or for an investigation on a matter related to public safety.

SECTION B: DPPA PERMISSIBLE USES – NOT APPLICABLE TO LAW ENFORCEMENT Some LN Services use and/or display personal information, the use of which is governed by the DPPA. Customer certifies it has a permissible use under the DPPA to use and/or obtain such information and Customer further certifies it will use such information obtained from LN Services only for one (1) or more of the purposes selected below or for the purpose(s) indicated by Customer electronically while using the LN Services, which purpose(s) will apply to searches performed during such electronic session:

(At least one (1) must be checked to be permitted access to DPPA data) 1. No permissible use. 2. For use in connection with any civil, criminal, administrative, or arbitral proceeding in any federal, state, or local court or agency or before any self-regulatory body, including the service of process, investigation in anticipation of litigation, and the execution or enforcement of judgments and orders, or pursuant to an order of a federal, state, or local court. 2.(B) For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only— (A) to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and (B) if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual. 3. Use by a government agency, but only in carrying out its functions. 4. Use by any person acting on behalf of a government agency, but only in carrying out the agency’s functions. 5. Use by an insurer (or its agent) in connection with claims investigation activities or antifraud activities. 6. In connection with motor vehicle safety or theft, or driver safety (except by or for a motor vehicle manufacturer). 7. Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a commercial driver’s license that is required under Chapter 313 of Title 49 of the United States Code. 8. For use in providing notice to the owners of towed or impounded vehicles. 9. For use in connection with the operation of private toll transportation facilities.

With regard to the information that is subject to the DPPA, some state laws’ permissible uses may vary from the permissible uses identified above. In such cases, some state information may not be available under each permissible use listed above and/or Customer may be asked to certify to a permissible use permitted by applicable state law to obtain information from a specific state.

Customer agrees and certifies it will use the information described in Sections A and B of this Part 4 only in accordance with the permissible uses selected above or those selected subsequently in connection with a specific information request.

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SECTION C: QUALIFIED ACCESS Certain users (“Authorized Users”) may be able to obtain full social security numbers (nine (9) digits) and driver’s license numbers (collectively, “QA Data”), when appropriate, through some LN Services. Only those users that are within the Authorized User List below, and that use QA Data for an Authorized Use identified below, may qualify. To potentially qualify as an Authorized User, Customer must certify that its business is within the Authorized User List below and its use of QA Data is within the Authorized Use List below.

Customer is NOT requesting access to Qualified Data (proceed to Part 5).

Customer is requesting access to Qualified Data. Complete the sections below.

SOCIAL SECURITY NUMBERS

1. AUTHORIZED USER (At least one (1) must be checked to receive Social Security Numbers) Not an authorized user; Federal, state or local government agency with law enforcement responsibilities; Special investigative unit, subrogation department and claims department of a private or public insurance company for the purposes of detecting, investigating or preventing fraud; Financial institution for the purposes of (a) detecting, investigating or preventing fraud, (b) compliance with federal or state laws or regulations, (c) collecting debt on their own behalf, and (d) such other uses as shall be appropriate and lawful; Collection department of a creditor; Collection company acting on behalf of a creditor or on its own behalf; or Other public or private entity for the purpose of detecting, investigating or preventing fraud. Describe your business:

2. AUTHORIZED USE (At least one (1) must be checked to receive Social Security Numbers) No authorized use; Location of suspects or criminals; Location of non-custodial parents allegedly owing child support and ex-spouses allegedly owing spousal support; Location of individuals alleged to have failed to pay taxes or other lawful debts; Identity verification; or Other uses similar to those described above. Describe your use:

By selecting above, the Customer certifies that it is an Authorized User, and that it will use Social Security Numbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).

DRIVER’S LICENSE NUMBERS

1. AUTHORIZED USER (At least one (1) must be checked to receive Driver’s License Numbers) Not an authorized user; Federal, state or local government agency with law enforcement responsibilities; Special investigative unit, subrogation department and claims department of a private or public insurance company for the purposes of detecting, investigating or preventing fraud; Financial institution for the purposes of (a) detecting, investigating or preventing fraud, (b) compliance with federal or state laws or regulations, (c) collecting debt on their own behalf, and (d) such other uses as shall be appropriate and lawful; Collection department of a creditor; Collection company acting on behalf of a creditor or on its own behalf; Other public or private entity for the purpose of detecting, investigating or preventing fraud. Describe your business:

2. AUTHORIZED USE (At least one (1) must be checked to receive Driver’s License Numbers) No authorized use; Location of suspects or criminals; Location of non-custodial parents allegedly owing child support and ex-spouses allegedly owing spousal support; Location of individuals alleged to have failed to pay taxes or other lawful debts; Identity verification; Other uses similar to those described above. Describe your use:

By selecting above, the Customer certifies that it is an Authorized User, and that it will use Driver’s License Numbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).

PART 5 - TERMS AND CONDITIONS 1. SCOPE OF SERVICES. LN agrees to provide the LN Services described in a Purchase Order or Schedule A to this Agreement to Customer, subject to the terms and conditions herein. This Agreement shall encompass any and all delivery methods provided to

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Customer for the LN Services, including, but not limited to, online, batch, XML, assisted searching, machine-to-machine searches, and any other means which may become available.

2. RESTRICTED LICENSE. LN hereby grants to Customer a restricted license to use the LN Services and any data contained therein, subject to the restrictions and limitations set forth below:

(i) Generally. LN hereby grants to Customer a restricted license to use the LN Services solely for Customer’s own internal business purposes. Customer represents and warrants that all of Customer’s use of the LN Services shall be for only legitimate business purposes, including those specified by Customer in connection with a specific information request, relating to its business and as otherwise governed by the Agreement. Customer shall not use the LN Services for marketing purposes or resell or broker the LN Services to any third-party, and shall not use the LN Services for personal (non-business) purposes. Customer shall not use the LN Services to provide data processing services to third-parties or evaluate data of or for third-parties. Customer agrees that, if LN determines or reasonably suspects that Customer is engaging in marketing activities, reselling, brokering or processing or evaluating data of or for third-parties, or using the LN Services for personal (non-business) purposes or using the LN Services' information, programs, computer applications, or data, or is otherwise violating any provision of this Agreement, or any of the laws, regulations, or rules described herein, LN may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the LN Services. Customer shall not access the LN Services from Internet Protocol addresses located outside of the United States and its territories without LN’s prior written approval. Customer may not use the LN Services to create a competing product. Customer shall comply with all laws, regulations and rules which govern the use of the LN Services and information provided therein. LN may at any time mask or cease to provide Customer access to any LN Services or portions thereof which LN may deem, in LN’s sole discretion, to be sensitive or restricted information.

(ii) GLBA Data. Some of the information contained in the LN Services is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act, (15 U.S.C. § 6801, et seq.) and related state laws (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). Customer shall not obtain and/or use GLBA Data through the LN Services in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLBA at the time it requests information in connection with certain LN Services and will recertify upon request by LN. Customer certifies with respect to GLBA Data received through the LN Services that it complies with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.

(iii) DPPA Data. Some of the information contained in the LN Services is “personal information,” as defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the “DPPA”), and is regulated by the DPPA (“DPPA Data”). Customer shall not obtain and/or use DPPA Data through the LN Services in any manner that would violate the DPPA. Customer acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain LN Services and will recertify upon request by LN.

(iv) Social Security and Driver’s License Numbers. LN may in its sole discretion permit Customer to access QA Data (as previously defined). If Customer is authorized by LN to receive QA Data, and Customer obtains QA Data through the LN Services, Customer certifies it will not use the QA Data for any purpose other than as expressly authorized by LN policies, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth in Paragraph 3 below, Customer agrees that it will not permit QA Data obtained through the LN Services to be used by an employee or contractor that is not an Authorized User with an Authorized Use. Customer agrees it will certify, in writing, its uses for QA Data and recertify upon request by LN. Customer may not, to the extent permitted by the terms of this Agreement, transfer QA Data via email or ftp without LN’s prior written consent. However, Customer shall be permitted to transfer such information so long as: 1) a secured method (for example, sftp) is used, 2) transfer is not to any third-party, and 3) such transfer is limited to such use as permitted under this Agreement. LN may at any time and for any or no reason cease to provide or limit the provision of QA Data to Customer.

(v) Copyrighted and Trademarked Materials. Customer shall not remove or obscure any trademarks, copyright notices or other notices contained on materials accessed through the LN Services.

(vi) National Change of Address Database. LN is a licensee of the United States Postal Service’s NCOALINK database (“NCOA Database”). The information contained in the NCOA Database is regulated by the Privacy Act of 1974 and may be used only to provide a mailing list correction service for lists that will be used for preparation of mailings. If Customer receives all or a portion of the NCOA Database through the LN Services, Customer hereby certifies to LN that it will not use such information for any other purpose. Prior to obtaining or using information from the NCOA Database, Customer agrees to complete, execute and submit to LN the NCOA Processing Acknowledgement Form.

(vii) Additional Terms. Certain materials contained within the LN Services are subject to additional obligations and restrictions. Without limitation, these services include news, business information (e.g., Dun & Bradstreet reports), and federal legislative and regulatory materials. To the extent that Customer receives such materials through the LN Services, Customer agrees to comply with the General Terms and Conditions for Use of LN Services contained at the following website: www.lexisnexis.com/terms/general (the “General Terms”). The General Terms are hereby incorporated into this Agreement by reference.

(viii) Fair Credit Reporting Act. The LN Services provided pursuant to this Agreement are not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”) and do not constitute “consumer

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reports,” as that term is defined under the FCRA. Accordingly, LN Services may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another permissible purpose under the FCRA. Further, (A) Customer certifies that it will not use any of the information it receives through the LN Services for eligibility determinations for any of the following purposes: (1) in connection with establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes or in connection with the review or collection of a credit account of a consumer; (2) for employment purposes; (3) in connection with a determination of a consumer’s eligibility for a license or other benefit granted by a government agency; (4) as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation; or (5) eligibility for any other purpose deemed to be a permissible purpose under the FCRA or any similar state statute; (B) by way of clarification, Customer may use, except as otherwise prohibited or limited by this Agreement, information received through the LN Services for the following purposes: (1) to verify or authenticate an individual’s identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the status of a legal proceeding; or (5) to decide whether to buy or sell consumer indebtedness in a commercial transaction; (C) specifically, if Customer is using the LN Services in connection with collection of a consumer debt on its own behalf, or on behalf of a third-party, Customer shall not use the LN Services (1) to revoke consumer credit; (2) to set or change repayment terms; or (3) for the purpose of determining a consumer’s eligibility for any repayment plan; provided, however, that Customer may, consistent with the certification and limitations set forth in this section (viii), use the LN Services for identifying, locating, or contacting a consumer in connection with the collection of a consumer’s debt or for prioritizing collection activities; and (D) Customer shall not use any of the information it receives through the LN Services to take any ”adverse action,” as that term is defined in the FCRA.

(ix) MVR Data. If Customer is permitted to access Motor Vehicle Records (“MVR Data”) from LN, without in any way limiting Customer’s obligations to comply with all state and federal laws governing use of MVR Data, the following specific restrictions apply and are subject to change: (a) Customer shall not use any MVR Data provided by LN, or portions of information contained therein, to create or update a file that Customer uses to develop its own source of driving history information. (b) As requested by LN, Customer shall complete any state forms that LN is legally or contractually bound to obtain from Customer before providing Customer with MVR Data. (c) LN (and certain Third-Party vendors) may conduct reasonable and periodic audits of Customer’s use of MVR Data. Customer shall maintain for a period of three (3) years a complete and accurate record, including identity and purpose, of every access to any personal information in MVR Data in its system. Further, in response to any audit, Customer must be able to substantiate the reason for each MVR Data order.

(x) American Board of Medical Specialties (“ABMS”) Data. If Customer is permitted to access ABMS Data from LN, Customer shall not use , nor permit others to use, ABMS Data for purposes of determining, monitoring, tracking, profiling or evaluating in any manner the patterns or frequency of physicians’ prescriptions or medications, pharmaceuticals, controlled substances, or medical devices for use by their patients.

(xi) HIPAA. Customer represents and warrants that Customer will not provide LN with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without the execution of a separate agreement between the parties.

3. SECURITY. Customer acknowledges that the information available through the LN Services may include personally identifiable information and it is Customer’s obligation to keep all such accessed information confidential and secure. Accordingly, Customer shall (a) restrict access to LN Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the LN Services for personal reasons, or (ii) transfer any information received through the LN Services to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 2, take all commercially reasonable measures to prevent unauthorized access to, or use of, the LN Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through LN Services as it is being disposed; (g) unless otherwise required by law, purge all information received through the LN Services and stored electronically or on hard copy by Customer within ninety (90) days of initial receipt; (h) be capable of receiving the LN Services where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by LN; (i) not access and/or use the LN Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by LN; and (j) take all steps to protect their networks and computer environments, or those used to access the LN Services, from compromise. Customer agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein. Customer will implement policies and procedures to prevent unauthorized use of User IDs and the LN Services and will immediately notify LN, in writing to the LN Privacy, Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005 and by email ([email protected]) and by phone (1-888-872- 5375), if Customer suspects, has reason to believe or confirms that a User ID or the LN Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons. Furthermore, in the event that the LN Services provided to the Customer include personally identifiable information (including, but not limited to, social security numbers, driver’s

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license numbers or dates of birth), the following shall apply: Customer acknowledges that, upon unauthorized acquisition or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), Customer shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in LN’s reasonable discretion. Customer agrees that such notification shall not reference LN or the product through which the data was provided, nor shall LN be otherwise identified or referenced in connection with the Security Event, without LN’s express written consent. Customer shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Customer shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to LN for review and approval prior to distribution. In the event of a Security Event, LN may, in its sole discretion, take immediate action, including suspension or termination of Customer’s account, without further obligation or liability of any kind.

4. PERFORMANCE. LN will use commercially reasonable efforts to deliver the LN Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the LN Services; provided, however, that the Customer accepts all information “AS IS”. Customer acknowledges and agrees that LN obtains its data from third party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on LN for the accuracy or completeness of information supplied through the LN Services. Without limiting the foregoing, the criminal record data that may be provided as part of the LN Services may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected. Customer understands that Customer may be restricted from accessing certain LN Services which may be otherwise available. LN reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the LN Services. In the event that LN discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course of its business, and such materials and features are part of a flat fee subscription plan to which Customer has subscribed, LN will, at Customer’s option, issue a prorated credit to Customer’s account.

5. PRICING SCHEDULES. Upon acceptance by the LN Affiliate(s) set forth on an applicable Purchase Order or Schedule A, such LN Affiliate(s) shall provide the LN Services requested by Customer and set forth in one (1) or more Purchase Order or Schedules A attached hereto or subsequently incorporated by reference, for the fees listed on such purchase orders or schedules. The fees listed on a Purchase Order or Schedule A may be updated from time to time through any or all of the following methods: online announcements, customer bulletins, emails, notices, announcements in invoices, or published price schedules. LN is not responsible for ensuring delivery of such updates, changes, additions, or deletions to any of its pricing policies that may occur from time to time. All current and future pricing documents are deemed incorporated herein by reference.

6. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the LN Services' information, programs or computer applications. Customer acknowledges that LN (and/or its third party data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the LN Services and the data and information that they provide. Customer shall use such materials in a manner consistent with LN's interests and the terms and conditions herein, and shall notify LN of any threatened or actual infringement of LN's rights. Customer and LN acknowledge that they each may have access to confidential information of the disclosing party (“Disclosing Party”) relating to the Disclosing Party’s business including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of LN’s information, product information, product development plans, forecasts, data contained in LN Services, and other business information (“Confidential Information”). Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third-party and received in good faith and without any duty of confidentiality by the Receiving Party or the third-party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. “Trade Secret” shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of “trade secret” set forth in the Official Code of Georgia Annotated § 10-1-761(4). Each receiving party (“Receiving Party”) agrees not to divulge any Confidential Information or information derived therefrom to any third-party and shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall give the Disclosing party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party’s obligations with respect to Confidential Information shall continue for the term of this Agreement and for a period of five (5) years thereafter, provided however, that with respect Trade Secrets, each party’s obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.

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7. PAYMENT OF FEES. Customer shall be responsible for payment for all services ordered by Customer or obtained through Customer's User IDs after the expiration of a free trial if applicable, whether or not such User ID is used by Customer or a third-party, provided access to the User ID is not the result of use by a person formerly or presently employed by LN or who obtains the User ID by or through a break-in or unauthorized access of LN's offices, premises, records, or documents. Customer shall pay to LN the fees incurred for the use of the LN Services, and Customer agrees that it may be electronically invoiced for those fees. Payments shall be received within thirty (30) days of the invoice date. Any balance not timely paid will accrue interest at the rate of eighteen percent (18%) per annum. Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to any offset, defense or counterclaim.

8. APPROPRIATION OF FUNDS. If sufficient funds are not appropriated or allocated for payment under this Agreement for any current or future fiscal period, then Customer may, at its option, terminate this Agreement on the last day of any calendar month, upon ten (10) days prior written notice to LN, without future obligations, liabilities or penalties, except that Customer shall remain liable for amounts due up to the time of termination. In addition, Customer shall certify and warrant in writing that sufficient funds have not been appropriated to continue the Agreement for the next fiscal year.

9. TERM OF AGREEMENT. This Agreement is for services rendered and shall be in full force and effect during such periods of time during which LN is providing services for Customer (the “Term”); provided, however, that any term provided on a Purchase Order or Schedule A (the “Purchase Order or Schedule A Term”) shall apply to the LN Services provided under such schedule until the expiration of that Purchase Order or Schedule A Term. Upon expiration of any Purchase Order or Schedule A Term, this Agreement shall continue in effect for so long as LN is providing services for Customer.

10. TERMINATION. Except where a Purchase Order or Schedule A provides for a Schedule A Term or otherwise sets forth Customer's minimum financial commitment, either party may terminate this Agreement at any time for any reason.

11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without effect to conflicts of law principles. Additionally, any action brought pursuant to Customer's use of the LN Services or pursuant to the terms and conditions of this Agreement shall be brought within the jurisdiction of the courts of Fulton County, Georgia.

12. ASSIGNMENT. The license granted pursuant to this Agreement to Customer to use the LN Services may not be assigned by Customer, in whole or in part, without the prior written consent of LN.

13. WARRANTIES/LIMITATION OF LIABILITY. Neither LN, nor its subsidiaries and affiliates, nor any third-party data provider (for purposes of indemnification, warranties, and limitations on liability, LN, its subsidiaries and affiliates, and its data providers are hereby collectively referred to as “LN”) shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the LN Services) for any loss or injury arising out of or caused in whole or in part by LN's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the LN Services. If, notwithstanding the foregoing, liability can be imposed on LN, then Customer agrees that LN's aggregate liability for any and all losses or injuries arising out of any act or omission of LN in connection with anything to be done or furnished under this Agreement, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed One Hundred Dollars ($100.00); and Customer covenants and promises that it will not sue LN for an amount greater than such sum even if Customer and/or third-parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against LN. LN does not make and hereby disclaims any warranty, express or implied, with respect to the LN Services. LN does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the LN Services or information provided therein. In no event shall LN be liable for any indirect, incidental, or consequential damages, however arising, incurred by Customer from receipt or use of information delivered hereunder or the unavailability thereof. Due to the nature of public record information, the public records and commercially available data sources used in LN Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. LN Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.

14. INDEMNIFICATION. To the extent permitted by applicable state or federal law, Customer hereby agrees to protect, indemnify, defend, and hold harmless LN from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (a) use of information received by Customer (or any third- party receiving such information from or through Customer) furnished by or through LN; (b) breach of any terms, conditions, representations or certifications in this Agreement; and (c) any Security Event. LN hereby agrees to protect, indemnify, defend, and hold harmless Customer from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in connection with any third-party claim that the LN Services or data contained therein, when used in accordance with this Agreement, infringe a United States patent or United States registered copyright, subject to the following: (i) Customer must promptly give written notice of any claim to LN; (ii) Customer must provide any assistance which LN may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by LN); and (iii) LN has the right to control the defense or settlement of the claim; provided, however, that the Customer shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Notwithstanding the foregoing, LN will not have any duty to indemnify, defend or hold harmless Customer with respect to any claim of infringement resulting from (1) Customer’s misuse of the LN Services; (2) Customer’s failure to use any corrections made available by LN; (3) Customer’s use of the LN Services in combination with any product or information not provided or authorized in writing by LN; or (4) any information,

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direction, specification or materials provided by Customer or any third-party. If an injunction or order is issued restricting the use or distribution of any part of the LN Services, or if LN determines that any part of the LN Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third-party, LN may in its sole discretion and at its option (A) procure for Customer the right to continue using the LN Services; (B) replace or modify the LN Services so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the LN Services; or (C) terminate this Agreement and refund any fees relating to the future use of the LN Services. The foregoing remedies constitute Customer’s sole and exclusive remedies and LN’s entire liability with respect to infringement claims or actions.

15. SURVIVAL OF AGREEMENT. Provisions hereof related to release of claims; indemnification; use and protection of information, data and LN Services; payment for the LN Services; audit; LN’s use and ownership of Customer’s search inquiry data; disclaimer of warranties; security; customer data and governing law shall survive any termination of the license to use the LN Services.

16. AUDIT. Customer understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA, other similar state or federal laws, regulations or rules, regulatory agency requirements of this Agreement, LN’s obligations under its contracts with its data providers, and LN’s internal policies, LN may conduct periodic reviews of Customer’s use of the LN Services and may, upon reasonable notice, audit Customer’s records, processes and procedures related to Customer’s use, storage and disposal of LN Services and information received therefrom. Customer agrees to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required. Violations discovered in any review and/or audit by LN will be subject to immediate action including, but not limited to, suspension or termination of the license to use the LN Services, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.

17. EMPLOYEE TRAINING. Customer shall train new employees prior to allowing access to LN Services on Customer’s obligations under this Agreement, including, but not limited to, the licensing requirements and restrictions under Paragraph 2, the security requirements of Paragraph 3 and the privacy requirements in Paragraph 22. Customer shall conduct a similar review of its obligations under this Agreement with existing employees who have access to LN Services no less than annually. Customer shall keep records of such training.

18. TAXES. The charges for all LN Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they shall be charged to Customer’s account.

19. CUSTOMER CHANGES/CREDIT REPORT. Customer shall notify LN immediately of any changes to the information on Customer's Application for the LN Services, and, if at any time Customer no longer meets such procedures, LN may terminate this Agreement. Customer is required to promptly notify LN of a change in ownership of Customer’s company, any change in the name of Customer’s company, and/or any change in the physical address of Customer’s company. Furthermore, Customer acknowledges and agrees that, as part of the credentialing process, Customer’s credit report(s) may be requested by LN in accordance with Federal Fair Credit Reporting Act from one (1) or more consumer reporting agencies. Upon Customer’s request, Customer will be informed of whether any credit report was requested, and the name and address of the credit reporting agency that furnished the report to LN.

20. RELATIONSHIP OF PARTIES. None of the parties shall, at any time, represent that it is the authorized agent or representative of the other. LN’s relationship to Customer in the performance of services pursuant to this Agreement is that of an independent contractor.

21. CHANGE IN AGREEMENT. By receipt of the LN Services, Customer agrees to, and shall comply with, changes to the Restricted License granted Customer in Paragraph 2 herein, changes in pricing, and changes to other provisions of this Agreement as LN shall make from time to time by notice to Customer via e-mail, online “click wrap” amendments, facsimile, mail, invoice announcements, or other written notification. All e-mail notifications shall be sent to the individual named in the Customer Administrator Contact Information section, unless stated otherwise in this Agreement. LN may, at any time, impose restrictions and/or prohibitions on the Customer’s use of the LN Services or certain data. Customer understands that such restrictions or changes in access may be the result of a modification in LN policy, a modification of third-party agreements, a modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written notification by LN of such restrictions, Customer agrees to comply with such restrictions.

22. PRIVACY PRINCIPLES. With respect to personally identifiable information regarding consumers, the parties further agree as follows: LN has adopted the "LN Data Privacy Principles" ("Principles"), which may be modified from time to time, recognizing the importance of appropriate privacy protections for consumer data, and Customer agrees that Customer (including its directors, officers, employees or agents) will comply with the Principles or Customer’s own comparable privacy principles, policies, or practices. LN’s Data Privacy Principles are available at http://www.lexisnexis.com/privacy/data-privacy-principles.aspx.

23. PUBLICITY. Customer will not name LN or refer to its use of the LN Services in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding LN or Customer's use of the LN Services.

24. FORCE MAJEURE. The parties will not incur any liability to each other or to any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet

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outages, power outages, any irregularity in the announcing or posting of updated data files by the applicable agency, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.

25. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement constitutes the final written agreement and understanding of the parties and is intended as a complete and exclusive statement of the terms of the agreement, which shall supersede all other representations, agreements, and understandings, whether oral or written, which relate to the use of the LN Services and all matters within the scope of this Agreement. Without limiting the foregoing, the provisions related to confidentiality and exchange of information contained in this Agreement shall, with respect to the LN Services and all matters within the scope of this Agreement, supersede any separate non-disclosure agreement that is or may in the future be entered into by the parties hereto. Any new, other, or different terms supplied by the Customer beyond the terms contained herein, including those contained in purchase orders or confirmations issued by the Customer, are specifically and expressly rejected by LN unless LN agrees to them in a signed writing specifically including those new, other, or different terms. The terms contained herein shall supersede and govern in the event of a conflict between these terms and any new, other, or different terms in any other writing. This Agreement can be executed in counterparts and faxed or electronic signatures will be deemed originals.

26. MISCELLANEOUS. If any provision of this Agreement or any exhibit shall be held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of this Agreement shall remain in full force and effect. The headings in this Agreement are inserted for reference and convenience only and shall not enter into the interpretation hereof.

AUTHORIZATION AND ACCEPTANCE OF TERMS

I HEREBY CERTIFY that I am authorized to execute this Agreement on behalf of the Customer listed above and that I have direct knowledge of the facts stated above.

CUSTOMER

Signature

Print Name

Title

Dated (mm/dd/yy)

If I have elected to be credit card billed, I hereby authorize LN to bill this credit card for the charges incurred for use of LN Services. Additionally, I hereby agree that, if the credit card company refuses to pay LN for such charges incurred, the Customer shall be responsible for the payment of such charges. If credit card billing is elected, the below signatory must be the credit card holder.

Credit Card Billing Signature:

Print Name

Title

Dated (mm/dd/yy)

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For internal use Payment Method: Order Number: AGREEMENT AND ORDER FORM

Confirming order copy Revised June 2009 Check # attached (separate checks for each company of origin) Sales Reps Name Net 30 Bill Monthly Bill Quarterly Sales Rep #: - SL PMC:  MATTHEW BENDER Bill Semi-Annual Bill Annual Source Code: 1275 Broadway Rush Order / Date Needed: MasterCard VISA AMEX Discover Albany, NY 12204 Credit Card # Exp. Additional Information: (800) 833-9844 Fax (800) 828-8341

Ship to Account Information: Account Information Change Bill to Account Information (if different than ship to): Account Information Change Name: Name:

Attn: Contact: Street: Street:

City, State, Zip: County: City, State, Zip: County: Telephone #: Fax #: Telephone #: Fax #: Email Address: LexisNexis Bill Group #: Enter Account # or check NEW ACCOUNT Enter Bill to Account # (if different than ship to) Purchase Order # I certify there are ______attorneys in the firm or department.

Sub # of (AR/AS) OTP Unit # of User Disc Promo # of Upkeep Qty 13 Digit ISBN # Type Product Description Total Price Months (Y/N) (Y/N) Price Users Fees % Code Releases Cost (S/NS) $ $ $

Sub = Subscription Subtotal other pages: $

S = Service Subscription whose price includes all Updates (defined in Additional Terms)

NS = Non-Service Subscription whose price does not include Updates. Discount: $ AR = Automatic renewal of annual subscriptions AS = Automatic shipment of Updates with an invoice Subtotal: $ OTP = One time purchase only. NOT applicable for any Service Titles offering a 12 month Service Period. $ DISC = Discount Tax _____%: CWO = Cash with order

** Grand Total Price: $

**Shipping & Handling Fees and Taxes will be added to the Grand Total MATERIAL TERMS Automatic Annual Renewal Subscription • If you select this option, your subscription will be automatically renewed without any action on during the annual subscription period, included in the price shown above. Shipping and handling your part, and you will be invoiced on or about the renewal date. fees are not included in the Grand Total Price shown above. • You will receive the product(s) listed in this Order Form and any supplementation, releases, • Under the automatic renewal option, at least 60 days before each renewal date, you will replacement volumes, new editions and revisions to a publication (“Updates”) made available receive a renewal notice, which will include the cost of the next annual subscription. The renewal price will likely include an l increase over your prior year’s subscription price. ND: USLM-OfflineOrderForm-Jun2009 ID# 4852-5481-2675 Page 1 of 5

MATERIAL TERMS Continued • You have been advised of the number of Updates and the cost related to the Updates that were Non-Service Subscription With Automatic Update Shipments made to this publication last year. The number of Updates and the cost may vary due to • If you select the Automatic Shipment Subscription Program, you will receive and be billed for developments in the law and other publishing issues, but you may use this as a rough estimate future updates without any action on your part. of future shipments. You may call Customer Support at 800-833-9844 for additional information. • The Total Price includes the product(s) listed in this Order and any Updates for a limited period • You may cancel your subscription for the current or any future subscription year by: calling (minimum period of 30 days) after the order is placed (“Order Window”). Shipping and handling Customer Support at 800-833-9844; emailing [email protected]; or, for any fees are not included in the Grand Total Price shown above. automatic renewal period, returning the renewal notice marked “CANCEL”. If you fail to cancel • After the Order Window, all Updates will be automatically shipped to you with an invoice at the any automatic renewal within 60 days after the date of the renewal notice, then you will be then-current Grand Total Price on a semi annual or annual basis as the Updates become invoiced for such annual subscription renewal year and will receive all Updates for such period.* available. You can expect a price increase over the current retail price. The retail price does not • If the initial or any renewal subscription is cancelled within 30 days after the invoice date, then and will not include shipping and handling. you will receive full credit of the Grand Total for the applicable subscription period. If you cancel • You have been advised of the number of Updates and the cost related to the Updates that were between 31 and 60 days after the invoice date, then you will receive a 5/6th credit of the Grand made to this publication last year. The number of Updates and cost may vary due to Total for the applicable subscription period. No credit will be given for cancellations more than 60 developments in the law and other publishing issues, but you may use this as a rough estimate days after the invoice date. To receive any credit, you must return all product(s) shipped during of future shipments. You may call Customer Support at 800-833-9844 for additional information the applicable subscription period at your expense within the applicable cancellation period listed on update frequency and price. All shipments may be returned, at your expense, for full credit of above. the Grand Total within 30 days of receipt.* Service Subscription For One Year Only • Shipments may not be returned, and no credits will be issued, more than 30 days after receipt. • You will receive the product(s) listed in this Order Form and any Updates made available during • Return of a shipment, other than the initial purchase, will not cancel your subscription. the annual subscription period. Shipping and handling fees are not included in the Grand Total • Your enrollment in the Automatic Subscription Program may be cancelled anytime by: returning Price shown above. the invoice marked “CANCEL SUBSCRIPTION”; calling Customer Support at 800-833-9844; or • You have been advised of the number of Updates and the cost related to the Updates that were emailing [email protected]. made to this publication last year. The number of Updates and the cost may vary due to Non-Service Subscription Without Automatic Update Shipments developments in the law and other publishing issues, but you may use this as a rough estimate • The Total Price includes the product(s) listed in this Order Form and any Updates for a limited of future shipments. You may call Customer Support at 800-833-9844 for additional information. period (minimum period of 30 days) after the order is placed (“Order Window”). Shipping and • You may cancel this subscription by: calling Customer Support at 800-833-9844; emailing handling fees are not included in the Grand Total Price shown above. [email protected]; or returning the invoice marked “CANCEL”. • All shipments may be returned, at your expense, for full credit of the Price within 30 days of • If you cancel within 30 days after the product is ordered or received and you return the product receipt.* at your expense, then you will receive a full credit of the Grand Total for the annual • Shipments may not be returned, and no credits will be issued, more than 30 days after receipt. subscription.* • After the Order Window, you will receive notice of Updates along with the then-current Grand • If you cancel between 31 and 60 days after the invoice date and you return the product at your Total Price and order process as Updates become available. You will only be shipped those th expense, then you will receive a 5/6 credit of the Price for the annual subscription. No credit Updates you specifically request. will be given for cancellations more than 60 days after the invoice date. To receive any credit, you must return all product(s) shipped to you during the year at your expense within the *See Additional Terms for international and book stores orders.

applicable cancellation period listed above.

You acknowledge any subscription to a CD-ROM, publication, bender.com or other electronic service I have been given information about the different types of subscriptions available, available from LexisNexis or any of its affiliates (each a “Legal Research Service”) is subject to the including the ability to make a one-time purchase, and for each publication terms of this Agreement and Order Form (the “Agreement”). In addition, any Legal Research Service available in electronic format is subject to the terms therein which are incorporated into the Agreement ordered I was provided the number of releases and upkeep cost based on the and are available online http://www.lexisnexis.com/terms/bender/MasterAgreement/. Your signature on most recent experience for that publication. I understand, accept and have the this Order Form or your access to a Legal Research Service indicates your acceptance of this authority to sign this Agreement. Agreement. This Agreement is subject to acceptance, which acceptance shall be evidenced by providing you with access to a Legal Research Service. Signature X Authorized Representative (“You” or “Your”) Printed Name: Bar Assoc. Name & Number:

CREDIT INFORMATION (MANDATORY) Commercial Reference #1 Social Security No. Address Federal ID No. Account No. Bank Reference Contact Name Branch Address Phone Number Account No. Commercial Reference #2 Contact Name Address Phone Number Account No. CREDIT INVESTIGATION AND APPROVAL: Contact Name By this Order, you authorize Home office to make whatever credit investigation it may deem appropriate and to exchange any information received in the course of such investigation. We may request reports from credit reporting agencies or others. If Phone Number ( ) you ask whether a credit report was requested, we will tell you and if a report was received, we will give you the name and address of the agency that supplied the report.

ND: USLM-OfflineOrderForm-Jun2009 ID# 4852-5481-2675 Page 3 of 5

ADDITIONAL TERMS AND CONDITIONS

1. Entire Agreement. The Material Terms and Additional DEALING. WE DO NOT WARRANT THE ACCURACY, will cease use of and destroy the previous or outdated CD- Terms and Conditions set forth herein together with any click- RELIABILITY OR CURRENTNESS OF THE MATERIAL ROM. through terms and conditions are incorporated by reference and CONTAINED IN THE PUBLICATIONS. WITH RESPECT TO A constitute the entire agreement (the “Master Agreement”) PUBLICATION, WE WARRANT IT WILL BE FREE FROM 12. Assignment. You may not assign or transfer this Master between you and LexisNexis, a division of Reed Elsevier Inc or DEFECTS IN MATERIAL AND WORKMANSHIP FOR A Agreement or any of your rights or obligations under this Master any affiliated company identified herein, each a member of the PERIOD OF 30 DAYS FROM RECEIPT. YOUR EXCLUSIVE Agreement without our prior written consent, which consent will not be unreasonably withheld. LexisNexis® group of companies” (“we” or “us”) with respect to REMEDY AND OUR SOLE OBLIGATION WITH RESPECT TO the applicable “Legal Research Service” and supersedes all A DEFECTIVE PUBLICATION SHALL BE THE RIGHT TO 13. CD-ROM and bender.com Master Agreements. In the prior understandings and agreements, oral, written or otherwise. RETURN THE DEFECTIVE PUBLICATION FOR A event of a conflict between this Master Agreement and the If we accept a purchase order (“PO”) for any Legal Research REPLACEMENT COPY AT NO ADDITIONAL CHARGE. terms and conditions of any CD-ROM, then the terms and Service, then the terms and conditions of your PO will not apply 7. Limitation of Liability for Publications and Software. conditions of this Master Agreement shall control for the CD- ort become part of this Master Agreement. ROM Legal Research Service. In the event of a conflict UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR 2. Definitions. In addition to the definitions set forth in the INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR between this Master Agreement and any terms and conditions Material Terms, the following definitions will also apply: “Product PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, contained in bender.com, then the terms and conditions of this Bundles/Multi Media Discounts” means subscriptions (whether REVENUE, OR DATA; WHETHER IN AN ACTION IN Master Agreement shall control for the bender.com Legal Service or Non-Service Subscriptions) which are discounted in Research Service. CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, combination with other products. If you cancel a Service STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE 14. Changes to the Agreement. From time to time Subscription pursuant to this Section 2 on any component of a POSSIBILITY OF THOSE DAMAGES WITH RESPECT TO immediately upon notice to you, we may amend the existing Product Bundle or Multi Media Subscription, you will not be ANY PUBLICATION OR SOFTWARE. OUR ENTIRE terms and conditions of this Master Agreement. Changes to eligible for any of the discounts offered in connection with such LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN charges and payment terms may be made only upon 30 days’ order. You will receive a supplemental invoice for the remaining CONNECTION WITH THIS MASTER AGREEMENT OR prior written notice to you. This Master Agreement may be components of the Product Bundle or Multi Media order at their RELATING TO ANY LEGAL RESEARCH SERVICE SHALL BE immediately terminated by you upon notice to us if any such list price. LIMITED TO YOUR ACTUAL DIRECT DAMAGES NOT TO change is unacceptable to you. Your continued use of the Legal EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR THE “Returned Materials” All publications, CD-ROM discs and Research Service following notice to you of a change shall LEGAL RESEARCH SERVICE THAT GAVE RISE TO THE software must be returned unused in the same condition as constitute acceptance of the respective change, but will not CLAIM IN THE 12 MONTH PERIOD IMMEDIATELY received. affect your foregoing termination rights. For termination under PRECEDING THE DATE OF THE CLAIM. this Section 14 to be effective, it must be provided to us in 3. Payment Options. Orders accompanied by full payment 8. Credit Investigation. You hereby authorize us to make writing within 90 days of the effective change. may be entitled to a discount. Subscription Service orders may whatever credit investigation we deem appropriate in order to be paid in full within 25 days from the date of your monthly provide you with a Legal Research Service. 15. International and Book Store Sales. In addition to the statement or in equal monthly installments based on the refund/return rights listed in the Material Terms the following subscription term. If payments are made in equal monthly 9. Default. We reserve the right to discontinue any or all of rights also apply: installments, then LN or the applicable affiliated company will your Legal Research Service(s) if you breach any of your maintain a purchase money security interest in the product or obligations under this Master Agreement. Legal Education Sales Bookstores publication until such time the outstanding charges are paid in full. All other invoices must be paid in full within 25 days from 10. Collection Costs. In the event you fail to pay any amount Bookstores may return overstock of new, unmarked, and the date of your monthly statement. when due, we reserve the right to terminate the Legal Research undamaged books at any time during the life of the current Service(s) and retain all sums paid by you. In addition, you are edition. 4. Late Charges. Overdue amounts will be assessed a late responsible for all collection costs incurred by us including, but For old editions, bookstores have 12 months from the payment charge that will be compounded at a monthly rate of not limited to, collection agency fees, reasonable attorneys’ fees publication date of a new edition to return overstock of new, 1.167% or the maximum provided by law, whichever is less. and court costs. At our option, the entire amount due shall unmarked, and undamaged copies of the prior edition. There is a minimum late payment charge of ten dollars ($10.00). become due and payable upon your breach of any term, provision or condition of this Master Agreement. We retain a Canada – Full credit of the original price will be provided 5. Shipping and Handling. The prices listed in this Master purchase money security interest in all publications and within 90 days of invoice date. Agreement and Order Form do not include fees for shipping and supplements until paid in full by you. International, Virgin Islands, Puerto Rico, Hawaii, and handling. These amounts will be invoiced separately and will be included in your final invoiced amount. If you have chosen the 11. Title/Expiration Period for CD-ROM Discs. We and our Alaska – Full credit will be provided within 120 days of monthly billing option, these charges will be prorated over the licensors retain outright ownership of all CD-ROM discs. We do invoice date. term of the subscription and billed accordingly. not require return of the CD-ROM discs delivered to you either at the end of the subscription period covering the CD-ROM 6. Warranties/Exclusive Remedies for Publications. WE discs or upon receipt by you of replacement CD-ROM discs. DISCLAIM ALL WARRANTIES WITH RESPECT TO Consequently, you will not be able to access CD-ROM discs PUBLICATIONS, EXPRESS OR IMPLIED, INCLUDING BUT delivered to you after their expiration date. After the expiration NOT LIMITED TO THE IMPLIED WARRANTIES OF date of a CD-ROM or upon receipt of an updated CD-ROM, you MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF ND: USLM-OfflineOrderForm-Jun2009 ID# 4852-5481-2675 Page 4 of 5

Sub # of (AR/AS) OTP Unit # of User Disc Promo # of Upkeep Qty 13 Digit ISBN # Type Product Description Total Price Months (Y/N) (Y/N) Price Users Fees % Code Releases Cost (S/NS) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ My signature on page 2 indicates my review and acceptance of the terms and conditions of this Agreement. ______Initials

ND: USLM-OfflineOrderForm-Jun2009 ID# 4852-5481-2675 Page 5 of 5

 USLM/USCPM LEXIS® FOR MICROSOFT® OFFICE ADDENDUM PROMOTIONAL PERIOD OFFERING

This Lexis® for Microsoft® Office (“Lexis for Microsoft Office”) Addendum (“Addendum”) amends and supplements the terms of the Subscription Agreement (the "Subscription Agreement") and the Subscription Plan Amendment (the “Amendment”), previously executed between LexisNexis, a division of Reed Elsevier Inc. (“LN”) and (“Subscriber”).

1. Term. The term of this Addendum (the "Addendum") will begin on the day this Addendum is executed by Subscriber and will be coterminous with the Amendment (the "Term"). For clarity, although the Term of this Addendum will start upon execution, Subscriber will not have access to Lexis for Microsoft Office until the following conditions (collectively, the “Requirements”) are met: (a) Subscriber meets the Technical Requirements set forth in Section 2; and (b) Lexis for Microsoft Office is installed on Subscriber’s system via one of the installation processes set forth in Section 5.

2. Technical Requirements. Lexis for Microsoft Office is proprietary software developed by LN to integrate LN content directly within the Microsoft Corporation software applications Microsoft Outlook and Microsoft Word. In order to use Lexis for Microsoft Office, Subscriber must (a) subscribe to the Lexis for Microsoft Office Menu set forth in Section 4 below; (b) have a paid-up license to use Microsoft® Office 2007 or Microsoft® Office 2010 from Microsoft Corporation; and (c) meet the other system operating and other requirements as reasonably required by LN for the proper operation of the Software (collectively, the “Technical Requirements”).

3. License. Pursuant to the terms of Exhibit A, LN grants to Subscriber a personal, limited, non-exclusive, non-transferable, non- sublicensable right to access and use version 1 of Lexis for Microsoft Office when the Requirements are met. LN retains all right, title and interest in and to Lexis for Microsoft Office and any intellectual property embodied therein. All access to and use of LN content via Lexis for Microsoft Office shall be subject to the terms set forth in the Subscription Agreement. If the terms of any “click-through” license conflict with the terms in Exhibit A, the terms of Exhibit A shall control.

4. Lexis for Microsoft Office Platform, Menus, Monthly Commitment, Functionality Charges. 4.1 Content Charges. Once the Requirements are met, Subscriber will have access to and use of the LN content set forth in the table below via Lexis for Microsoft Office (the “Lexis for Microsoft Office Menu”) for the number of Authorized Users set forth in the Amendment. Subscriber will not have access to the Lexis for Microsoft Office Menu via its flat rate subscription to lexis.com/nexis.com unless Subscriber has separately entered into an agreement with LN for such access.

LEXIS FOR MICROSOFT OFFICE MENU ZZYWCH - (11+ users)

COMMITMENT PERIOD LEXIS FOR MICROSOFT OFFICE MONTHLY COMMITMENT $ $ $

4.2 Functionality Charges. In addition to the Lexis for Microsoft Office Monthly Commitment, Subscriber will pay the following functionality Charges to LN each month for the Lexis for Microsoft Office capabilities.

$ 0

5. Installation. In order to access Lexis for Microsoft Office, Lexis for Microsoft Office must be installed onto Subscriber’s system via one of the following installation methods: (Subscriber to check its election below.)

Standard Implementation – LN proprietary making/tagging/indexing software not installed at Customer’s site

Individual Desktop Installations - In a Standard Individual Desktop Implementation, LN does not perform any installation services and LN’s proprietary technology which allows enrichment of Subscriber’s content will not be installed behind Subscriber’s firewall. Rather, Subscriber will download and install software from an LN website at the individual desktop level in order for Subscriber to access Lexis for Microsoft Office on its LN’s server. As such, by electing this option, Subscriber acknowledges and agrees that its Microsoft Word documents and Microsoft Outlook emails (“Subscriber’s Work”) will momentarily leave its environment and will be sent to LN to be marked/tagged/indexed. LN represents and warrants that all such processing of Subscriber’s Work will happen machine-to-machine, without human intervention (similar to a lexis.com search) and LN will not store, review, or retain Subscriber’s Work beyond the time required for processing (i.e., LN will not store Subscriber’s Work in any back up logs, server logs, etc.). There are no installation charges for this option and no separate integration services agreement.

Enterprise Deployment – In a Standard Enterprise Deployment Implementation, LN performs some limited installation services at Subscriber’s site in order to download and install software on an enterprise level (as opposed to individual desktops) in order for Subscriber to access Lexis for Microsoft Office on LN’s server. However, LN’s proprietary technology which allows enrichment of Subscriber’s content will not be installed behind Subscriber’s firewall. The cost for LN’s installation services is set forth below. By electing this option, Subscriber acknowledges and agrees that Subscriber’s Work (as defined above) will momentarily leave its environment and will be sent to LN to be marked/tagged/indexed. LN represents and warrants that all such processing of Subscriber’s Work will happen machine-to-machine, without human intervention (similar to a lexis.com search) and LN will not store, review, or retain Subscriber’s Work beyond the time required for processing (i.e., LN will not store Subscriber’s Work in any back up logs, server logs, etc.).

Enterprise Deployment Installation Services Fees $

Installation for existing Lexis® Search Advantage Subscriber – If Subscriber currently subscribes to Lexis® Search Advantage, LN and Subscriber will execute a new Statement of Work to Subscriber’s existing Lexis® Search Advantage Agreement to document the additional integration services that will be necessary to integrate Lexis for Microsoft Office and Lexis® Search Advantage.

Custom Installation – In a Custom Installation, LN will come on-site to Subscriber’s place of business to install Lexis for Microsoft Office behind Subscriber’s firewall. The Custom Installation of Lexis for Microsoft Office allows Subscriber to leverage LN’s proprietary technology to mark/tag/index LN content and enrich Subscriber’s work from completely within Subscriber’s environment. Charges for the Custom Installation services, the nature of the services to be provided and the terms regarding the services must be detailed in a separate Integration Services Agreement to be executed by the parties. The terms of the Integration Services Agreement is incorporated into this Addendum by reference.

6. Confidentiality. 6.1 LN acknowledges that in the performance of this Addendum, LN may come into contact with Subscriber’s confidential information consisting of client or customer names, financial information, work product and other information (“Confidential Information”). LN will use the Confidential Information within its organization on a “need to know” basis and will protect the Confidential Information from disclosure to any third party. 6.2 Notwithstanding Section 6.1, LN may disclose Confidential Information to a third party as follows: (a) when disclosure is required under applicable law, if LN first gives Subscriber notice of the required disclosure and cooperates with Subscriber, at Subscriber’s expense, in seeking reasonable protective arrangements (however, LN is not required to act in a manner which would result in sanctions or other penalties); and (b) to persons who are advisers or subcontractors to LN to the extent such persons are subject to confidentiality obligations with LN that protect Subscriber’s Confidential Information to an extent comparable with this Addendum and have a need to know the Confidential Information. At Subscriber’s written request, LN shall return Subscriber’s Confidential Information to Subscriber or destroy it and certify its destruction. 6.3 LN and Subscriber agree that Confidential Information shall not include information that (i) is already rightfully known to LN at the time it is obtained from Subscriber, free from any obligation to keep such information confidential; (ii) is or

becomes publicly known or available through no wrongful act of LN; (iii) is rightfully received from a third party without restriction and without breach of this Addendum; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or products; or (v) is developed by LN without the use of any proprietary, nonpublic information provided by Subscriber under this Addendum. 7. Miscellaneous. Except as expressly modified by this Addendum, all other terms and conditions of the Subscription Agreement and the Amendment will remain in full force and effect and unaffected by this Addendum. In the event of a conflict or inconsistencies between the Subscription Agreement and this Addendum, this Addendum will control. LN’s acceptance of the terms of this Addendum shall be evidenced by its signature below or by LN providing Subscriber access to Lexis for Microsoft Office.

AGREED TO AND ACCEPTED BY: LexisNexis, a division of Reed Elsevier Inc. SUBSCRIBER BY: BY: NAME: NAME:

TITLE: TITLE:

DATE: DATE:

Subscriber Installation/Implementation Contact: Name: Phone Number: Email Address:

EXHIBIT A LEXIS® FOR MICROSOFT® OFFICE SOFTWARE SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION LICENSE GRANT. a. Subject to the terms and conditions of this Lexis® for Microsoft® Office (“Software”) Subscription Agreement (“Subscription Agreement”), LexisNexis, a division of Reed Elsevier Inc. (“LN”) grants you a personal, limited, nonexclusive, non-transferable license to use the Software during the term (“Term”) of the related Lexis® for Microsoft Office Addendum (the “Lexis for Microsoft Office Addendum”), without the right to grant sublicenses. Use of the Software is limited by the number of Users you have subscribed to with LN via your Lexis for Microsoft Office Addendum. b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the express prior written consent of LN, you may not, nor permit others to: (i) copy, print, republish, display, transmit, distribute, sublicense, sell, rent, lease, loan, or otherwise make available in any form or by any means (including electronic media now existing or hereafter developed), all or any substantial portion of the Software; (ii) provide others access to the Software or any portions thereof; (iii) use the Software to develop, or as a component of, an information storage or retrieval system, database, info-base, or similar information resource (in any media now existing or hereafter developed), including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (iv) create compilations or derivative works of the Software; (v) but for the license granted herein, use the Software in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of LN or third parties; (vi) make any portion of the Software available through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future; (vii) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Software; or (viii) remove, disable, or defeat any functionality of the Software. c. Electronic Documents. Solely with respect to the electronic documents included with the Software (e.g., the electronic version of the user guide), you may only make so many copies as reasonably necessary for each User (either in hard copy or electronic form), provided that such copies shall be used only for your sole use and are not republished or distributed to any third party. 2. COPYRIGHT. LN and its third party licensors and developers hold exclusive ownership of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the Software's design and coding methodology. The Software is protected by United States and international copyright laws and international treaty provisions. This Subscription Agreement does not grant you any ownership or intellectual property rights in the Software. Upon expiration of the Term or termination of your Subscription, you will not have the right to continue using the Software and will promptly remove all copies of the Software from your systems. 3. REVERSE ENGINEERING. You agree that you will not, nor will you permit others to attempt to: (i) modify or translate the Software; (ii) decompile or disassemble the Software, (iii) create derivative works based on the Software; (iv) merge the Software with another product; or (v) copy the Software except as expressly permitted by this Subscription Agreement. 4. SOFTWARE SUPPORT. 4.1 As part of your subscription to the Software, LN will provide the following support and maintenance for the Software (“Support Services”): (i) Product Support. LN will provide telephonic product support services for the Software 24x7x365 days. (ii) Software Problem Resolution. If you report to LN that the Software does not function according to the user-level documentation for the Software (“Software Problem”) and otherwise comply with Section 5 YOUR RESPONSIBILITIES below, LN will investigate the Software Problem within a reasonable time after receiving proper notice from you, and sufficient information to identify the problem. LN will work to correct the Software Problem(s) that can be verified based on the information provided by you utilizing a system that meets the system requirements for the Software. If the investigation confirms the existence of a Software Problem, LN will use reasonable efforts to correct the Software Problem which may include implementing a temporary work-around. If LN, in good faith, determines that the Software Problem results from an error in the applicable user-level documentation, LN may correct the Software Problem by correcting that documentation.

(iii) Software Version Upgrades and Updates. LN will provide you with patches, bugs, corrections and minor enhancements (“Updates”) to the Software during the Term as they become available for the proper operation of the Software in accordance with its documentation. If you subscribe to subsequent versions of the Software, LN will provide you with Software version upgrades (“Upgrades”) as they become available. LN’s distribution of Upgrades or Updates to you under the subscription does not entitle you to use more copies of the Software than the number of Users for which you have a valid subscription. Your possession and use of an Upgrade or Update is otherwise subject to the terms of the Subscription Agreement for the Software. You acknowledge that this Subscription Agreement does not obligate LN to provide any additional software products which LN in its discretion designates or markets as a product separate from the Software (“New Product”), even if a New Product has features or functions similar to those of the Software. 4.2 LN is not obligated to provide Support Services for any Software that has been (1) provided to you free of charge, or (2) altered other than by LN or at LN’s direction. 4.3 LN retains the right to change or modify the Support Services offered herein at any time and from time to time upon sixty (60) days’ written notice to you. 5. YOUR RESPONSIBILITIES. 5.1 The Support Services do not include, and you must provide at your expense unless otherwise expressly agreed by you and LN in writing: (i) installation, testing, and operation of the Software and all Upgrade and/or Updates; (ii) isolation and documentation of Software Problems; (iii) intranet resources, backup and restoration of your systems; and (iv) modems and Internet access for LN’s remote access and diagnosis of Software Problems, when necessary. 5.2 You are responsible for all products provided by third parties, whether or not LN recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet you requirements will not affect either party’s obligations under this Subscription Agreement. 6. LIMITED WARRANTY. During the Term, LN warrants that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure, improper use, or modification by you or your agents or contractors. If the Software does not so operate, your exclusive remedy and LN's sole obligation under this warranty shall be, in LN’s sole discretion, either to replace the Software, to provide you with a bug fix or patch, or to refund the purchase price paid for the current version of the Software. LN further warrants that Software Support will be performed in a professional manner, consistent with industry standards. EXCEPT AS SET FORTH ABOVE, LN DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, UPGRADE OR UPDATE WILL MEET ANY PARTICULAR REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE, UPGRADE OR UPDATE (INCLUDING SOFTWARE WHICH LN CREATES OR MODIFIES FOR YOU) WILL OPERATE UNINTERUPTED OR ERROR- FREE, OR THAT THE SOFTWARE, UPGRADE OR UPDATE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. PORTIONS OF THE SOFTWARE HAVE BEEN DEVELOPED BY MICROSOFT CORPORATION AND SUCH PORTIONS ARE PROVIDED “AS IS.” ADDITIONALLY, IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN APPLY TO LN’S SOFTWARE DEVELOPERS, SUBCONTRACTORS AND SUPPLIERS. IT IS THE MAXIMUM FOR WHICH THEY AND LN ARE COLLECTIVELY RESPONSIBLE. 7. FEES AND PAYMENT FOR SUBSCRIPTION. 7.1 Applicable fees and charges for the Software and the support services are set forth in your Lexis for Microsoft Office Addendum. Unless otherwise stated, the fees for the subscription do not include any taxes, such as sales, use, or excise taxes. 7.2 In the event LN sends you an invoice for the subscription, you shall pay LN the net amount of each invoice in United States dollars within 30 days after the date of the invoice. If you fail to pay any invoiced amount when due, LN may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1.5% per month or the highest rate permitted by law, whichever is lower. In the event you pay the fee for the subscription by credit card, LN will send you a receipt confirming the amount paid and date of expiration of the Term. 8.TERMINATION LN may terminate this subscription upon 90 days notice to you in the event LN no longer provides Support Services for the Software, in which case LN will refund any prepaid but unused fees to you on a pro-rata basis.

9. LIMITATIONS OF LIABILITY. NOTWITHSTANDING THE TERMS CONTAINED IN THIS SUBSCRIPTION AGREEMENT, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LN, ITS PARENT, AFFILIATES, OR ANY OF ITS SOFTWARE DEVELOPERS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER LOCAL LAW, CERTAIN LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL LN'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE SUBSCRIPTION PAID BY YOU FOR THE PRECEDING TERM. 10. UNITED STATES GOVERNMENT USE. The Software is Commercial Computer Software provided with RESTRICTED RIGHTS under the Federal Acquisition Regulations and agency supplements to them. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in System Data and Computer Software clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at DFAR 52.227-19, as applicable. 11. EXPORT RESTRICTIONS. You agree that you will not permit use of or export, directly or indirectly, re-export, divert or transfer the Software in violation of any applicable export control law or regulation, including without limitation, the U.S. Export Administration Regulations (“Export Controls”). 12. MISCELLANEOUS. 12.1 LN (or its licensor, if applicable) retains sole title to and ownership of the Software and all components, all related information furnished to you under this Subscription Agreement, and all related copyrights, trade secrets, and other intellectual property. 12.2 LN furnishes products and services to you under this Subscription Agreement on a non-exclusive basis. LN may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business. 12.3 All notices required or permitted under this Subscription Agreement shall be in writing and shall be delivered by any method providing sufficient proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to LN shall be sent to the address listed above with a copy to LN, Attention: Customer Legal Services, 9443 Springboro Pike, Miamisburg, OH 45342. Notices to you shall be sent to the address LN has on record. 12.4 Each party shall submit requests for approvals, consents, and waivers to the other party in writing in a timely manner. No approval, consent, or waiver under this Subscription Agreement shall be enforceable unless set forth in a writing signed by an authorized representative of the granting party. A waiver of a default of any term of this Subscription Agreement shall not be construed as a waiver of any succeeding default of that term or as a waiver of the term itself. A party's performance after the other party's default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests. 12.5 Each term of this Subscription Agreement is severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of this Subscription Agreement. 12.6 This Subscription Agreement, together with the Lexis for Microsoft Office Addendum, constitutes the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject. 12.7 Neither party shall assign its rights or delegate its duties under this Subscription Agreement without the prior written consent of the other party, except that LN may assign this Subscription Agreement to an affiliate or to its successor by merger or to the transferee of substantially all of its stock or assets. Any assignee or delegatee shall be subject to the same obligations, restrictions, and limitations to which the assignor or delegator is subject, and no assignor or delegator shall be released from liability under this Subscription Agreement by reason of any such assignment or delegation. This Subscription Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

END-USER SOFTWARE SUBSCRIPTION AGREEMENT

THIS END-USER SUBSCRIPTION AGREEMENT (“Agreement”) IS ENTERED INTO THIS ______DAY OF ______, ______BY AND BETWEEN LexisNexis, a division of Reed Elsevier, Inc. (“Company”) AND ______(“You”). THIS AGREEMENT SUPERCEDES ANY “CLICK-THROUGH” TERMS EMBEDDED IN THE PROGRAM. CAPITALIZED TERMS ARE DEFINED IN THE LAST SECTION OF THIS AGREEMENT. 1. GRANT OF RIGHTS 1.1 Program. Company permits you to use the Program(s) during the Term only in accordance with the terms of this Agreement. Subject to your payment of the Subscription Fees set forth in the Software Order and your compliance with the other terms of this Agreement, Company grants to you a limited, personal, non-exclusive, nontransferable and non-assignable (except as this Agreement otherwise provides) right to use the Program and Documentation as set forth in this Agreement. 1.2 Subject to the restrictions set forth below, you may (a) install the number of copies of Program identified in the Software Order in executable form for your internal operations; (b) use the Documentation for your internal operations; (c) make a single backup copy of the Program, provided the backup copy is not used for production purposes; and (d) permit your employees, agents, representatives, contractors or customers to access and use the Program locally or remotely in accordance with this Agreement. 1.3 Copyright notices and any other proprietary legends on the original copy of the Program must be reproduced on any copies of the Program. You may not transfer the rights to a backup copy unless you transfer all rights in the Program. 1.4 Use of some third-party materials included in the Program may be subject to other terms and conditions typically found in a separate software agreement or "Read Me" file located in or near such materials. 2. RESTRICTIONS 2.1 By accepting the rights granted by Company, you agree that you will not, without the prior written consent of Company (a) sell, license, sublicense, grant rights to, distribute, lease or otherwise transfer or allow the transfer of the Program, or any backup copy, to third parties; (b) use the Program in any manner inconsistent with the rights granted above, including but not limited to, use of the Program in a service bureau, renting, leasing, lending or using the Program to provide commercial hosting services, or using more than the number of Authorized Copies of the Program or permit access to the Program by more than the number of Authorized Users; (c) modify or create derivative works of the Program or Documentation or separate the Program’s component parts for use on more than one device; or (d) unless specifically permitted under applicable law without the possibility of contractual waiver, attempt to decompile, disassemble or reverse engineer the Program, or otherwise attempt to (i) derive source code or underlying ideas, algorithms, structure or organization from the Program or (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Program, including without limitation any such mechanism used to restrict or control the functionality of the Program. 2.2 Any transfer of the Program or assignment of this Agreement shall be at Company’s sole discretion. Any permitted transfer of the Program must include the Program and Documentation, any backup copies, any Updates or Upgrades, if applicable, and a copy of this Agreement. Written notice of the transfer must be sent by you to Company within 15 business days of the transfer, specifying the new grantee, who must agree to be bound by the terms and conditions of this Agreement. 2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PROGRAM THAT ARE DESIGNED TO PREVENT UNAUTHORIZED USE OF THE PROGRAM. You understand that you may need to activate or reactivate the Program from time to time to continue use of the Program. 2.4 Arabic Text. Concordance supports the processing of justified Arabic text by stripping out kashida. Kashida is a type of justification used in some cursive scripts, particularly Arabic. In contrast to white-space justification, which increases the length of a line of text by expanding spaces between words or individual letters, kashida justification is accomplished by elongating characters at certain chosen points. The process provides for the electronic searching of justified Arabic text, but does not change the meaning or alter the original documents. 2.5 Internet-Based Services. If the Program accesses a Company internet-based service associated with the Program, you agree that you will not use the Program in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them. 3. TAXES If any authority imposes a duty, tax, levy or fee, excluding those based on Company's net income, upon the Program, then you agree to pay the amount specified. You are responsible for any personal property taxes for the Program from the date it was acquired. 4. TERMINATION OF AGREEMENT If either party materially breaches any provision of this Agreement, the other party may terminate this Agreement on 30 days written notice, provided, however that the party in breach will have 30 days from receipt of notice of termination to correct the breach. On termination of this Agreement, you, at your option, will either (1) destroy all copies of the Program, including any backup copies and the originals and any copies of the Documentation and certify such destruction in writing to Company, or (2) return them to Company. This obligation shall survive the termination of this Agreement. 5. COPYRIGHT AND PROPRIETARY INFORMATION Company and its suppliers reserve all of rights with respect to the Program, Documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any rights not expressly granted to you in this Agreement are retained by Company and its suppliers. Except as otherwise provided in this Agreement, you shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Program or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of Company. This restriction shall continue beyond the termination of this Agreement. 6. EXPORT You will not ship, transfer or export the Program or Documentation to any country, nor will you use the Program in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Program. You agree to indemnify and hold Company harmless for any violation of this provision. 7. U.S. GOVERNMENT RIGHTS The Program and Documentation are “Commercial Items” as that term is defined at 48 CFR 2.101 consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Program and Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. 8. LIMITED WARRANTY 8.1 Company warrants that the Program will operate substantially in accordance with its written Documentation. No warranty is made that the Program will run uninterrupted or error-free. The warranty period for the Program and Documentation is 90 days from delivery (“Warranty Period”). Company further warrants that it has sufficient rights to grant the rights in and to the Program pursuant to this Agreement 8.2 Company’s and its suppliers' entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this Agreement or for any other liability relating to the Program shall be, at Company’s option from time to time exercised subject to applicable law, (a) repair or (b) replacement of the Product, that does not meet this limited warranty and that is returned to Company with a copy of your receipt. You will receive the remedy elected by Company without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Program to Company). This limited warranty is void if failure of the Program has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer, and Company will use commercially reasonable efforts to provide you remedy within a commercially reasonable time of your compliance with Company’s warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by Company are available without proof of purchase from an authorized international source. 8.3 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PROGRAM, DOCUMENTATION AND SUPPORT SERVICES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 8.4 If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (90 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. This limited warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction. 8.5 Company is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose. 9. LIMITATION OF LIABILITIES IN NO EVENT WILL COMPANY, ITS PROGRAM DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PROGRAM, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY UNDER THIS AGREEMENT. This limitation of liability also applies to Company’s Program developers and suppliers. It is the maximum for which they and Company are collectively responsible. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 10. MISCELLANEOUS 10.1 Governing Law. Any action, suit, or proceeding arising under or in connection with the Program, Support Services or this Agreement must be commenced within one year after the claim or cause of action accrued. This Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflicts of law. 10.2 Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. 10.3 Waiver. None of the requirements of this Agreement shall be considered as waived by either party unless the same is done in writing, and then only by persons executing this Agreement or other duly authorized agents or representatives. The waiver by either party of a breach or a violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation. 10.4 Assignment. Neither party may assign (voluntarily, by operation of law, or otherwise) this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, Company may assign this Agreement to any Affiliate or successor on notice to you. As a condition to assignment, your assignee must agree to assume and be bound by all terms and conditions of this Agreement. 10.5 Compliance. If you are a business or organization, you agree that upon request from Company or Company’s authorized representative, you will within 30 days fully document and certify that use of any and all Program at the time of the request is in conformity with this Agreement. 10.6 Entire Agreement. This Agreement is the entire agreement between you and Company relating to the Program and the Support Services (if any) and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Program or any other subject matter covered by this Agreement. 11. DEFINITIONS “Affiliate” means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; “control” of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity. “Authorized Users” means those individuals authorized by you to access and use the Program, or the number or individuals so authorized in the Software Order. “CPU” means a single computer, a central processing unit or logical partition (if a computer or server has more than one processor or logical partition). “API” means application programming interface. “Documentation” means written guides in any form or media describing the use and operation of Program, together with any related supporting documentation. “Intellectual Property Rights” means all current and future patents, patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), copyrights (including but not limited to rights in audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other country, state or jurisdiction. “Right-To-Use Fees” means those fees for the use of the Program identified in the Software Order. “Program” means the proprietary computer software program identified in the Software Order. "Program" is the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related written and online materials, and 5) use documents or keys, and documentation. “Software Order” means that document setting forth the number of units, Right-To-Use Fees and Support Services Fees associated with the Program. The Software Order is a part of this Agreement “Support Period” is coterminous with the Term, provided you remain current with payment of Right-To-Use Fees. “Support Services” means the services described in Appendix A. Support Services may be provided by a Company Affiliate or a third party and include the provision of Updates and Upgrades of the Program as they are made commercially available by Company. Support Services are included in without additional charge under this Agreement. “Support Services Fee” means those fees so identified in the Software Order for the Support Period you have selected. “Term” means the duration of this Agreement as specified in the Software Order and any renewals or extensions hereof. "Update" means a change to the Program made available by Company to correct design faults, discrepancies or defects ("bugs") in the Program. Updates are generally designated by a change in the number appearing to the right of the initial decimal point in the Program’s version number (i.e., 1.1 vs. 1.0) "Upgrade" means an improvement in the Program that generally includes enhancements and new functionality, and is generally designated by a change in the number appearing to the left of the initial decimal point in the Program’s version number (i.e., 2.0 vs. 1.0). “You” includes your divisions and departments within your organization and your Affiliates, but does not include clients, co-counsel, independent third parties or non-Affiliates. You agree that you shall be responsible for any use of the Program by your Affiliates.

Customer: LexisNexis, a division of Reed Elsevier, Inc. By: By: Print Name: Print Name: Title: Title: Date: Date:

APPENDIX A

1. SUPPORT SERVICES During the Support Period, Company will provide the following services to you: Delivery of Updates/Upgrades. Provided you have paid Support Services Fees, whenever Company makes Updates or Upgrades generally available to its users who have purchased Support Services, Company will grant a copy of the new release containing the Updates and/or Upgrades to you. Your use of all such Updates and Upgrades is subject to this Agreement. After upgrading the Product that formed the basis for your Upgrade version, you may no longer continue to use the earlier version of the Program. All Upgrades are provided to you on a per software copy exchange basis. You agree that by installing an Upgrade, you voluntarily terminate your right to use any previous version of the Program. Telephone Support. During its normal business hours of 0900 - 1700 Pacific Time, Monday through Friday except holidays, Company will make a member of its technical support staff available by telephone to your technical staff to assist you in the use of the Program. Your technical staff will be responsible for daily maintenance of the Program per the Documentation, and will provide first line support of the Program for your users of the Program. 2. GRANT FOR REMOTE ASSISTANCE You may permit any device to access and use your copy of the Program for the sole purpose of providing you with technical support and maintenance services. You agree that Company and its affiliates may collect and use technical information gathered as part of the Support Services provided to you, if any, related to the Program. Company may use this information solely to improve Company’s products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you. 3. ADDITIONAL SOFTWARE/SERVICES This Agreement applies to Updates, supplements, add-on components, or Internet-based services components, of the Program that Company may provide to you or make available to you after the date you obtain its initial copy of the Program, unless they are accompanied by separate terms. Company reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Program.

LexisNexis, a division of Reed Elsevier, Inc 125 Park Avenue, 23rd Floor New York, NY 10017

______Software Order - Subscription Customer Name and Address: Invoice To:

ATTN: ATTN:

Term: ______to ______Quantity Unit Fee Total Fee per Month

User Right-To-Use Server Right-To-Use

Total Right-To-Use Fees Software Support Services:

User Maintenance Included Server Maintenance Included

Total Maintenance Fee Included Services:

Training Professional Services Total Services Fee Included Total Fees

At the time of execution of this Software Order, Customer shall pay to LexisNexis, in United States Dollars, the Total Right-To-Use Fees set forth above. Such fee is paid in consideration of the rights granted under the End-User Software Subscription Agreement (the “Agreement”). All of the terms and conditions of the Agreement are incorporated into and made a part of this Order. Future purchases of the Program will be subject to the terms and conditions of Agreement. Customer shall pay any applicable sales tax. Customer understands that billing and payment functions are performed by Company’s affiliate, Matthew Bender & Company, Inc., with remittance address at Post Office Box 7247-0178, Philadelphia, Pennsylvania, 19170-0178. The parties have caused this Order (which includes the End-User Software Subscription Agreement) to be executed by their duly authorized representatives.

Executed by Customer: Accepted by LexisNexis:

Name of Customer

Signature Signature

Name (Please Print) Name (Please Print)

Title Title

Date Date

 USLM  Lexis® Search Advantage Software Subscription Agreement

This Lexis® Search Advantage Software Subscription Agreement (the “Agreement”) is entered into by and between LexisNexis, a division of Reed Elsevier Inc., (“LN”) with offices located at 9443 Springboro Pike, Miamisburg, OH 45342 and ***Customer Name TE*** (“Customer”) as of ______, 20___ (the “Effective Date”).

1.0 DEFINITIONS 1.1 “Documentation” means, collectively, the operation, instructions, user manuals, help files, and all technical information and materials, in written or electronic form, provided by LN to Customer and that are intended for use in connection with the Software.

1.2 “Implementation Services” means the implementation services that LN will provide to Customer in connection with the Software as the same are described more fully on the attached Exhibit A which is incorporated herein by reference.

1.3 “Software” means the Lexis® Search Advantage software that is provided by LN to Customer as more particularly described in Exhibit A, including all patches, updates and new releases thereto that may be provided by LN from time to time during the Subscription Period.

1.4 “Subscription Period” means the period of time during which Customer shall have access to and use of the Software as set forth in Exhibit A.

1.5 Terms defined in this Section 1.0 and elsewhere, parenthetically, shall have the same meaning throughout the Agreement.

2.0 GRANT OF RIGHTS TO SOFTWARE 2.1 LN grants to Customer the right use the Software during the Subscription Period only in accordance with the terms of this Agreement. Subject to Customer’s payment of the Subscription Fees set forth in Exhibit A and its compliance with the other terms of this Agreement, LN grants to Customer a limited, non-exclusive, nontransferable and non-assignable right (except as this Agreement otherwise provides) to use the Software and Documentation as set forth in this Agreement. The right to use the Software is expressly limited to the number of Authorized Users set forth on Exhibit A. As used herein, “Authorized Users” means only Customer’s partners/owners/members, employees, temporary employees and contractors. Customer is responsible for use of the Software by its Authorized Users.

2.2 Subject to the restrictions set forth below, Customer may (a) install a single copy of the Software on its equipment for its internal operations only; (b) use the Documentation solely for internal operations; (c) make a single backup copy of the Software, provided the backup copy is not used for production purposes; and (d) permit its Authorized Users to use the Software locally or remotely in accordance with this Agreement. 3. RESTRICTIONS 3.1 LN retains all right, title and interest in and to the Software and Documentation. Title to the Software and Documentation is not transferred to Customer. LN (or its suppliers) retains all rights not expressly granted to Customer in this Agreement. Customer may not transfer (except as provided in Section 9 below), disclose, sublicense or distribute the Software to any party or permit anyone other than Customer’s Authorized Users to access and use the Software. Customer may not, nor allow any third party to: modify, disassemble, decompile, or translate the Software or take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the Software. Customer must retain copyright notices and proprietary legends or other product identification notices on all copies of the Software and Documentation. Customer may not publish any performance or benchmark tests or analysis relating to the Software, use the Software in any way that would infringe any third party intellectual property right. Customer may not lease, lend or use the Software for timesharing or service bureau purposes or otherwise use the Software except as expressly provided herein. 3.2 Except as otherwise provided in this Agreement, Customer will not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Software or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of LN. This restriction shall continue beyond the termination of this Agreement.

3.3 Customer may not ship, transfer or export the Software or Documentation to any country, nor may Customer use the Software in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Software. Customer agrees to indemnify and hold LN harmless for any violation of this provision. 3.4 The following term applies to Customer only if it is a U.S. Government agency: The Software and Documentation are “Commercial Items” as that term is defined at 48 CFR 2.101 consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Software and Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. 4. TERM AND TERMINATION OF AGREEMENT 4.1 This Agreement shall be in full force and effect for the Subscription Period set forth on Exhibit A. Notwithstanding the foregoing, either party may terminate this Agreement for a material breach which remains uncured more than 30 days after the giving of written notice of the breach. 4.2 Upon termination of this Agreement, Customer will immediately cease all use of the Software. Within 1 month following such termination, Customer will either return all copies of the Software and Documentation in its possession to LN or, at LN’s option, certify in writing that all copies of the Software and Documentation have been destroyed. Termination is not an exclusive remedy and all other remedies will be available to LN whether or not the Agreement is terminated. 4.3 Any amounts paid in advance by Customer and unused by the Termination date will be refunded in full to Customer. 5.0 FEES/PAYMENT TERMS 5.1 Fees and payment terms are as set forth in Exhibit A.

5.2 Amounts which are not paid when due are subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Customer shall be liable for all costs of collection incurred by LN, including without limitation, collection agency fees, attorneys’ fees and court costs, if Customer fails to comply with its payment obligations. 6. SOFTWARE AND IMPLEMENTATION SERVICES; LIMITED WARRANTIES 6.1 LN warrants that the Software will operate substantially in accordance with its written Documentation when used in accordance with the terms of this Agreement and that is has sufficient rights to grant Customer the right to use the Software that is set forth herein. No warranty is made that the Software will run uninterrupted or error-free. The warranty period for the Software and Documentation begins upon the completion of the Implementation Services and continues during the Subscription Period (“Warranty Period”). LN further warrants the Implementation Services shall be performed in a workmanlike, professional manner consistent with industry standards. 6.2 LN and its suppliers' entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this Agreement shall be, at LN’s option and subject to applicable law: (a) repair; or (b) replacement of the non-conforming Software. Customer will receive the remedy elected by LN without charge, except that Customer is responsible for any expenses it may incur (e.g. cost of shipping the Software to LN). This limited warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. For any breach of the limited warranty relating to the Implementation Services during the Warranty Period, LN will, at no additional charge to Customer, use reasonable commercial efforts to re-perform the non-conforming Implementation Services. If LN is unable to do so, then LN will refund all monies paid by Customer to LN for the Implementation Services that are the subject of the claim. Re-performance of the Implementation Services or, if applicable, a refund, is your exclusive remedy for breach of the foregoing warranty. 6.3 OTHER THAN THE WARRANTY FOR THE SOFTWARE AND IMPLEMENTATION SERVICES SET FORTH IN SECTION 6.1, THE SOFTWARE AND IMPLEMENTATION SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. LN, ON BEHALF OF ITSELF AND ITS SOFTWARE DEVELOPERS AND SUPPLIERS (COLLECTIVELY, THE “LN PARTIES”), FURTHER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LN PARTIES DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE EXTENT THAT A PARTICULAR JURISDICTION DOES NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES UNDER THIS AGREEMENT ARE EXPRESSLY LIMITED TO 30 DAYS, WITHOUT EFFECTING ANY OTHER LIMITATION CONTAINED IN THIS AGREEMENT.

6.4 LN is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.

7. LIMITATION OF LIABILITIES IN NO EVENT WILL THE LN PARTIES HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE SOFTWARE, DOCUMENTATION OR IMPLEMENTATION SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LN PARTIES’ LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO LN UNDER THIS AGREEMENT. This limitation of liability also applies to LN’s software developers and suppliers. It is the maximum for which they and LN are collectively responsible. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 8. CONFIDENTIAL INFORMATION 8.1 LN acknowledges that in the performance of this Agreement, LN may come into contact with Customer’s confidential information consisting of client or customer names, financial information, work product and other information (“Confidential Information”). LN will use Confidential Information only in connection with the performance of its obligations under this Agreement and will take all commercially reasonable precautions against disclosure of Confidential Information to any third party except as follows: (a) to persons who are advisers to LN or who are subcontractors to LN in connection with its permitted use under this Agreement and who are subject to confidentiality obligations with LN that protect Customer’s proprietary information to an extent comparable with this Agreement; (b) when disclosure is required under applicable law, if LN first gives Customer notice of the required disclosure and cooperates with Customer, at Customer’s expense, in seeking reasonable protective arrangements (however, Recipient is not required to act in a manner which would result in sanctions or other penalties). At Customer’s written request, LN shall return proprietary information to Customer or destroy it and certify its destruction. 8.2 LN and Customer agree that Confidential Information shall not include information that (i) is already rightfully known to LN at the time it is obtained from Customer, free from any obligation to keep such information confidential; (ii) is or becomes publicly known or available through no wrongful act of LN; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or products; (v) is required to be disclosed by law, regulation, or court order (provided that LN shall notify Customer in advance in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties); or (vi) is developed by LN without the use of any proprietary, non-public information provided by the Customer under this Agreement.

9. EQUIPMENT PLATFORM 9.1 The Software must be installed on an equipment platform meeting the requirements set forth in Exhibit A which may include dedicated hardware.

9.2 LN may acquire and set up the equipment platform (as indicated in Exhibit A) on Customer’s behalf. In that case LN will invoice Customer for the equipment platform as set forth in Exhibit A.

9.3 Customer shall be responsible for risk of loss or damage to the equipment platform following delivery to Customer’s location. LN shall, upon payment in full for the equipment platform, transfer title to Customer and assign to Customer, to the extent assignable, all the manufacturer’s warranties for the equipment platform. With respect to equipment maintenance service, it is Customer’s responsibility to contract directly with the manufacturer or their designated distributor or reseller for such maintenance service. 10. TRANSFER OF RIGHTS Customer may not transfer, assign or delegate its rights or duties under this Agreement without the prior written consent of LN; provided, however, that Customer may assign its rights and obligations in whole (but not in part): (i) to any entity that acquires substantially all of Customer’s stock or assets, or (ii) to the surviving entity of any merger, consolidation or reorganization to which Customer is a party. No such assignment shall be effective unless (i) Customer notifies LN of the assignment in writing, and (ii) the assignee agrees in writing to abide by the terms of this Agreement. Any assignment in violation of the foregoing shall be void. Any permitted transfer of the Software must include the Software and Documentation, any backup copies, any updates, and a copy of this Agreement. Written notice of the transfer must be sent by you to LN within 15 business days of the transfer, specifying the new grantee, who must agree to be bound by the terms and conditions of this Agreement. 11. MISCELLANEOUS 11.1 Any obligation to pay fees and the provisions of Sections 3, 4, 5, 6, 7, 8, 10 & 11 shall survive termination of this ND: USLM-Search Advantage-ExhibitA-May2010 © 2010, LexisNexis, a division of Reed Elsevier Inc. ID#4818-9900-9030 All rights reserved. Page 4 of 9

Agreement for any reason. 11.2 The waiver by either party of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that this Agreement shall in any event otherwise remain valid and enforceable. 11.3 This Agreement shall be governed by and construed under the laws of the State of Ohio. Neither party may bring a cause of action more than 1 year after the cause of action accrues, except that LN may bring a claim up to 1 year after the cause of action accrues if Customer fails to timely pay LN. 11.4 Upon the reasonable request of LN, Customer will furnish LN with a signed statement confirming whether the Software is being used by Customer in accordance with this Agreement and provide a current certification of the total number of Authorized Users who are using the Software. LN may, after 45 days notice to Customer, and not more than annually, audit Customer’s use of the Software (including access to installation and maintenance records and, if appropriate, server access logs). Such audits shall be at the expense of LN, provided that, in the event of a material noncompliance by Customer of 5%, or more in the number of Authorized Users, Customer shall reimburse LN for the reasonable costs of such audit, as well as pay any applicable license and support fees or other amounts due under this Agreement. 11.5 All notices delivered under this Agreement shall be in writing and deemed given upon receipt when delivered personally or upon confirmation of receipt following delivery of (i) overnight courier service or (ii) registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the Legal Department at the address indicated in the heading, or at such other address of which one party is notified by the other in writing. 11.6 The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns. 11.7 LN may use subcontractors in the performance of all or part of the Implementation Services described in Exhibit A. 11.8 This Agreement, including Exhibit A, represents the entire agreement between the parties and supersedes and cancels any prior oral or written presentations, proposals, understandings, representations, promises and agreements on the subjects herein. Each party acknowledges that it is not entering in this Agreement on the basis of any representations not expressly contained herein. This Agreement may only be supplemented or modified by an amendment in writing executed by authorized representatives of the parties and no additional or conflicting term in a purchase order or other document shall have any effect. IN WITNESS WHEREOF, Customer and LN have caused this Agreement to be entered into by their duly authorized representatives. This Agreement is subject to the acceptance by LN, which acceptance may be evidenced by signing below or by providing access to the Software referenced herein.

Customer LexisNexis, a division of Reed Elsevier Inc.

By:______By:______

Printed Name:______Printed Name:______

Title: ______Title: ______

Date:______Date:______

EXHIBIT A to Lexis® Search Advantage Software Subscription Agreement Between LexisNexis and ***Customer Name TE***

1. Software: LexisNexis® Search Advantage, Version: 8.1

Package II – LSA Enterprise Bundle. Includes: File system, document management system connectors, SQL, web, and SharePoint connectors; 5 entity extractions; 3 taxonomies; and LN provided search engine from LexisNexis Supplier VIVISIMO

2. Subscription Period: The term of this Agreement will begin on the earliest date set out in Table 2(c) below and will continue for a non-cancelable period until the latest date specified in the Table 2(c) (the “Initial Period”). Thereafter this Agreement will automatically renew for successive one (1) year renewal periods (each a “Renewal Period”) until either party terminates upon ten (10) days’ prior written notice to the other party hereto (the Initial Period together with the Renewal Period the “Term”). Collectively, the Initial Period and the Renewal Period(s) will be the “Subscription Period.”

3. LSA Software and Document Profiling Software Subscriptions: Customer will have access to Lexis® Search Advantage Software and/or Document Profiling Software during the Term.

4. One-Time Fees: During the Subscription Period, Customer will pay to LN the one time fees set forth below as well as the Total Monthly Subscription Fees.

Table 2(b)

ONE-TIME FEES

LSA IMPLEMENTATION SERVICES $Waived

TRAVEL EXPENSES $2,500.00

5. Monthly Subscription Fees: During the Subscription Period, in exchange for access to and use of the Software, Customer will pay to LN the Total Monthly Subscription Fees set forth below based on the permitted number of Customer’s Authorized Users. For each Renewal Period, if any, the Per User Monthly Subscription Fee amount will increase annually at the rate of 3%.

Table 2(c)

NUMBER OF PER USER MONTHLY TOTAL MONTHLY SUBSCRIPTION PERIOD AUTHORIZED USERS* SUBSCRIPTION FEES AMOUNT SUBSCRIPTION FEES

***Begining DT*** to ***End DT*** ***Users NU*** $Included $Included ***Begining DT*** to ***End DT*** ***Users NU*** $Included $Included ***Begining DT*** to ***End DT*** ***Users NU*** $Included $Included *Customer will notify LN promptly in the event the number of Authorized Users increases by more than 10. Customer will also respond promptly to LN’s requests for recertification of the then current number of Authorized Users.

6. LexisNexis® Search Advantage Implementation Services: LN will provide the following implementation services for the LSA Software during the term of this Agreement:

a. At least one meeting to discuss document selection criteria, hardware selection criteria, and a general implementation discussion to include roles and responsibilities of LN and Customer prior to the on-site work and any support and follow-up visits (as required). The initial meeting will result in a written Project Plan produced by LN outlining the responsibilities of Customer and LN during implementation and shall be executed by authorized representatives of Customer and LN. Customer will appoint a Lexis® Search Advantage Administrator (LSAA) who will be responsible for the implementation of the Software for Customer and who will primarily work with LN. b. Upon successful implementation, configuration, document processing and LN testing, the LSAA will be asked to review the installation and confirm whether or not the Software meets a set of functional checkout criteria. c. General

i. LN will install proprietary and non-proprietary software and data on a server behind Customer’s network firewall for purposes of analyzing and enriching Customer's data ("the Software"). LN represents and warrants it either owns or has the right to license the Software in conjunction with the application to be provided under the terms of this "Statement of Work," and has the full right and authority to grant the rights granted hereunder. d. Lexis® Search Advantage Activities (including schedule and Deliverables as applicable)

***Custom Integration TE***

7. Invoicing Terms: 7.1. The Total Monthly Subscription Fees will be invoiced as separate line items on Customer’s online legal research invoice monthly in arrears. Fees do not include taxes which will be added to Customer’s invoice and paid by Customer if applicable.

7.2. The One-Time Fees set forth in table 2(b) will be invoiced to Customer upon completion of the Implementation Services or integration services related to the Software.

7.3. The Equipment Fee set forth in Section 5, including taxes, and shipping charges will be invoiced upon delivery of the equipment.

7.4. All fees and charges are due 30 days from receipt of invoice.

8. Staffing LN shall assign appropriately qualified resources to perform the agreed upon Consulting Services. LN may, at its option, use subcontractors or affiliates approved by LN for the performance of the Consulting Services. LN will make a reasonable attempt, barring employment changes, to maintain the same resources throughout the entirety of the engagement.

9. Customer Responsibilities: Customer shall provide a resource in the form of the LSAA as the primary contact for the LN Engagement Manager(s) (LNEM), document selection and Consulting Services teams to work with. The LSAA and the LNEM, and any other designated firm or LN resources, will create a Project Plan (using a format mutually agreed to) prior to installation of the LSA Software and Document Profiling Software.

The LSAA resource will have the authority to make decisions related to document selection criteria, the ability to work with appropriate resources at the firm (whether local or at remote offices) to A) modify DMS profile (metadata) fields and the technical experience required to B) run SQL searches to identify documents for inclusion in the Software repository. The LSAA will be the primary client project contact during the implementation phase of the Software. The LSAA resource should be local to the site where the server is installed.

The LNEM is responsible for ordering the server (if purchased through LN). The Customer is required to receive and install the server in the firm’s data center prior to the arrival of the LN Engagement Manager. Customer is required to acquire and install the operating system per LN’s specification and configure the server for connectivity on the firm network.

The LSAA is responsible for ensuring the timely completion of tasks agreed to in planning meetings with the LNEM, and/or other designated LN resources, (held either in person at the firm’s location or telephonically.) The LSAA is also responsible for assuring the availability of other required firm resources for planning or integration phases of the project.

Delays in the project integration which require additional LN resource time due to incomplete or unavailable Customer tasks and resources may be billed on a time and materials basis for the added time.

LN engagement and support engineer resources require unattended 24X7 direct or remote access to the server with log in privileges as local administrator in order to install, configure and maintain the Software. Remote access must be via RDP, CITRIX, VPN, or any other method agreed to in writing by both parties. If access by one of these methods is denied to LN, then Customer will be responsible for the additional fees incurred by LN to come on-site to perform integration services. Network login, local administrative accounts and IDs are required for the server and will be provided by Customer as required.

To provide optimal support for the Software, long term remote access (out-of-the firm access) arrangements are required. Specifics on such remote access will be included as part of the integration process and documented in the Project Plan.

The LSAA will serve as the primary contact between Customer and LN after the installation is complete. All requests for support after the integration phase of the project shall be made through the LSAA.

Customer is also responsible for safeguarding its information, data, applications and systems and represents that it will backup all of its data, applications and systems before the Integration Services start.

In the event Customer modifies the DMS structure, virtual environment, passwords, and/or servers, and any such modification breaks down access to the Software, Customer will pay any associated costs for LN to make the Software operational. If Customer upgrades the LSA version, Customer will notify LN to make any necessary changes, including providing LN access to Customer’s site, to keep the Software operational, and customer may incur additional charges.

10. Hardware and Hardware Specifications: All hardware will be provided by Customer. The hardware will comply with the following requirements: ***Hardware Requirements TE***

11. Support Service for the Software: LN will provide telephonic support service for the Software during business hours, Monday-Friday 9am ET – 8pm ET. Authorized Users may contact Dedicated LSA Customer Support by phone at 1.877.235.3888 and by email at [email protected]. On-call support is available for emergencies outside normal business hours.

Support Service also includes any corrective patches and all updates and enhancements for the Software released during the term of this Agreement and Renewal Periods. Such items may be made available to Customer from time to time by LN. It is Customer’s responsibility to install such items. LexisNexis will provide support service for the most current major version of the Software as well as the prior major version. A major version is defined as the first numeral in the Software version number, e.g. a major version of 8 for version 8.1. Upon the commercial release of a new major version of the Software, and if the Customer is two major versions behind, Customer must install a supported version within 90 days of its availability to continue receiving support. If Customer requests, LN will install updates for Customer at the rate of $250 per hour plus any related travel expenses incurred.

12. Lexis® Search Advantage Additional Integration Services: If Customer requests, LN will provide additional Implementation and integration services related to the Software above and beyond the those services described in this Exhibit A such as building additional connections. Customer and LN will sign a separate contract for any such requested integration services.

13. Change of Circumstances: In the event of a change in Customer's organization from a merger, acquisition, divestiture or similar event that results in a change in the number of Authorized Users covered by this Agreement, LN, in good faith, reserves the right to adjust the amounts payable under this Agreement upon at least 30 days prior written notice to Customer.

LexisNexis® SUBSCRIPTION AGREEMENT AND ORDER FORM  SLG STATE/LOCAL GOVERNMENT PER SEARCH PRICING EFFECTIVE SEPTEMBER 1, 2010

You may subscribe to the Online Services by agreeing to abide by the General Terms and Conditions and the Price Schedule SUBSCRIBER attached hereto and incorporated herein, as Exhibits A and B, BY: respectively. The General Terms and Conditions and the (AUTHORIZED SUBSCRIBER SIGNATURE) Additional Terms represent the entire agreement for access to and use of the Online Services. The General Terms and Conditions NAME: are also set forth in the online TERMS library. In the event of a conflict or variation between the General Terms and Conditions TITLE: attached hereto and those appearing in the TERMS library, the latter shall control. Your subscription is subject to acceptance by DATE: LexisNexis, which acceptance shall be evidenced by issuing one or more identification numbers to access the Online Services.

CUSTOMER INFORMATION (Please type or print): 1. Organization Name: 2. Address:

3. County: 4. Country: 5. Telephone Number: 6. Telecopier Number: 7. Email Address: 8. Invoice Address (if different than 2) 9. Name of Contact, Telephone Number and E-mail Address for the following: Installation: Billing: Policy/Legal Notification: Scheduling/Training: 10. Entity Web Address

AGENCY CREDENTIALING PROCESS LN respects the privacy of your personal information. Information obtained during the credentialing process will only be used for compliance related matters. For more detailed information, please see LN’s Privacy Statement at http://www.lexisnexis.com/terms/privacy.

At LN, we believe that information, used responsibly, provides tremendous benefits to society, businesses, government agencies and consumers. LN provides its products and services in compliance with all applicable laws, rules and regulations. In turn, LN may only provide access to its products and services to organizations that provide assurances to LN that they will use the services in compliance with all applicable laws. Some LN Services include highly sensitive, personally identifiable information and LN takes its obligation to safeguard this information very seriously.

MAIN CONTACT INFORMATION - As part of the credentialing process LN needs certain information about the Agency’s Main Contact(s) as the Main Contact(s) may have access to sensitive password and identification numbers assigned to Agency’s Authorized Users. In addition, an individual designated as a Main Contact will be designated by Agency to verify account information and request changes to account information. Credentialing will be performed on the individual(s) listed below, as well as the organization. Please note that the credentialing process may include telephone or email contact with the individual(s) listed below; please provide main agency telephone number and email address through which the Main Contact may be reached.

Last Name First Name M.I. Title Main Telephone Email Address ND: SLGovt-SubscriptionAgt-PerSearch-Sept2010 ID# 4832-2932-3015 Page 1

1. Full date of birth 2. Complete Home Address 3. First five digits of your Social Security Number -

ADDITIONAL ADMINISTRATOR OR CONTACT INFORMATION (Optional) - Please refer to preceding text for additional information. Last Name First Name M.I. Title Main Telephone Email Address 1. Full date of birth 2. Complete Home Address 3. First five digits of your Social Security Number -

PERMISSIBLE USE CERTIFICATION LN provides its Agencies with two options regarding permissible purpose certification.

OPTION 1: Agency may opt to allow the display of all of the GLBA and DPPA permissible purposes (set forth below) online to their internal users. At login, users will be required to certify to the specific, appropriate permissible use that permits their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services.

Please check here to select Option 1:

OPTION 2: Agencies may opt to limit or restrict the GLBA and DPPA permissible purposes that will be displayed to and selected by their internal users. At login, users will still be required to certify the specific, appropriate permissible use that governs their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services.

Please check here to select Option 2:

If a Agency prefers Option 2, Agency should certify the permissible purpose(s) below for GLBA and DPPA that should be displayed to its users by checking the appropriate boxes below. Only the permissible purposes checked below will then be displayed to the Agency’s users.

GLBA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display nonpublic personal information, which is governed by the privacy provisions of the Gramm- Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its implementing regulations (collectively, “GLBA”). Agency certifies it has the permissible use under the GLBA to use and/or obtain such information, as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose certified to by each user electronically while using the LN Services:

Only agencies selecting Option 2 (see above) should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. No permissible use; 1. As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer; 1. (B) As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications (Accurint Only); 2. To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability; 3. In required institutional risk control programs; 4. In resolving customer disputes or inquiries; 5. Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer; 6. Use by persons acting in a fiduciary or representative capacity on behalf of the consumer; 7. In complying with federal, state, or local laws, rules, and other applicable legal requirements; 8. To the extent specifically permitted or required under other provisions of law & in accordance with the Right to Financial Privacy Act of 1978, to LE agencies, self regulatory organizations, public safety.

DPPA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display personal information, the use of which is governed by the Driver’s Privacy Protection Act (18 U.S.C. § 2721 et seq.) and related state laws (collectively, “DPPA”). Agency certifies it has a permissible use under the DPPA to use and/or obtain such as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose indicated by Agency electronically while using the LN Services:

Only agencies selection Option 2 (see above) should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. No permissible use; 1. In connection with any proceeding (including arbitration) in any court or government agency, or before any self- ND: SLGovt-SubscriptionAgt-PerSearch-Sept2010 ID# 4832-2932-3015 Page 2

regulatory body, including investigation in anticipation of litigation; 2. To verify the accuracy of information about a person who provided the information to you (or your client) but only if used to recover on a debt against the person or to pursue legal remedies against the person for fraud; 3. Use by a government agency but only in carrying out its functions; 4. Use by any person acting on behalf of a government agency but only in carrying out the agency’s functions; 5. Use by an insurer (or its agent) in connection with claims investigation activities, antifraud activities, rating or underwriting; 6. In connection with motor vehicle safety or theft, or driver safety (except for a motor vehicle manufacturer); 7. Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a commercial driver’s license that is required under Chapter 313 of Title 49 of the United States Code. (Accurint Only)

With regard to the information that is subject to the DPPA, some state law permissible uses may vary from the permissible uses identified above. In such cases, some state information may not be available under each permissible use listed above and/or Agency may be asked to certify to a permissible use permitted by applicable state law to obtain information from a specific state.

Agency agrees and certifies it will only use the information described in Sections A and B of this Permissible Use Certification in accordance with the permissible uses selected above or those selected subsequently in connection with a specific information request.

Agency acknowledges by signing above that completion of this document does not guarantee successful credentialing or that LN will be able to provide Agency with access to public records materials, including regulated public records materials.

Agency agrees that the Main Contact may be contacted and provide any additional information, if needed, in order to process this credentialing request.

Customer I.D. Information (Please type or print) ID Holders' Names ID Holders' Titles/Positions ID No. (LN to fill in) (additional sheet attached )

ND: SLGovt-SubscriptionAgt-PerSearch-Sept2010 ID# 4832-2932-3015 Page 3

EXHIBIT A TO LexisNexis® SUBSCRIPTION AGREEMENT  SLG General Terms and Conditions State/Local Government Per Search Pricing September 1, 2010

The terms and conditions listed below govern use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by LexisNexis, a division of Reed Elsevier Inc. and its affiliated companies (collectively “LN”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN. The “Subscription Agreement” shall consist of these General Terms and Conditions, and the standard, transactional rates applicable to you (the “Price Schedule”).

1. GRANT OF RIGHTS; RESTRICTIONS ON USE documents prepared in the ordinary course of your business to 1.1 You and the Authorized Users (defined below in Section the extent permitted by applicable copyright law; (2) the right 2.1) are granted a nonexclusive, nontransferable, limited right to distribute Authorized Printouts to persons who are not to access and use for research purposes the Online Services Authorized Users (including by emailing through the and Materials made available to you. The rights granted to functionality of the Online Services) on an occasional, each Authorized User are as follows: infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth (a) The right to electronically display Materials retrieved from above to the extent required for legal or regulatory compliance the Online Services for the Authorized User’s individual use provided all other Materials are purged promptly upon the (e.g., no Authorized User may network others via LANs, expiration of this Subscription Agreement. WANs, intranets or the Internet), subject to the Supplemental Terms for Specific Materials (“Supplemental Terms”). (f) For the avoidance of doubt, downloading and storing Notwithstanding the foregoing, an Authorized User may display Materials in an archival database is prohibited. The Online a de minimis amount of the Materials on an incidental, Services and the Materials are protected by copyright, infrequent basis for non-commercial purposes to other intellectual property laws, and other laws that prevent Authorized Users so long as the Authorized Users are in the unauthorized access and use. If you are not an Authorized same physical location and the mode of display is not through User, you are not permitted to access or use the Online the Internet, an intranet or other types of networking Services for any purpose whatsoever. If you nevertheless communication like LANs, WANs; access and use the Online Services or Materials without authorization, your access and use will be governed by these (b) The right to email, fax, download or make printouts using General Terms and Conditions and you will be liable to LN for the commands of the Online Services and the right to create a any breach of the General Terms and Conditions as well as for single printout of Materials accessed or downloaded by any unauthorized access and payment for use at the rates in the other means (collectively, "Authorized Printouts"); applicable Price Schedule.

(c) With respect to Materials that are court cases, court rules, 1.2 To the extent permitted by applicable copyright law and not court briefs, agency-issued documents, agency regulations or further limited or prohibited by the Supplemental Terms, you executive branch materials from the United States, its states, and the Authorized Users may make copies of Authorized local governments, or territories (collectively, "Authorized Legal Printouts and distribute Authorized Printouts and copies. Materials"), the right to download using the commands of the Online Services and store in machine-readable form, primarily 1.3 Except as specifically provided in Sections 1.1 and 1.2, you for that Authorized User’s exclusive use, a single copy of and the Authorized Users are prohibited from downloading, insubstantial portions of those Authorized Legal Materials emailing, faxing, storing, reproducing, transmitting, displaying, included in any individually searchable file or content source in copying, distributing, or using Materials retrieved from the the Online Services to the extent the storage of those Online Services. You may not exploit the goodwill of LN, Authorized Legal Materials is not further limited or prohibited including its trademarks, service marks, or logos without the by the Supplemental Terms. The storage may continue so express written consent of LN. Additionally, under no long as the Authorized Legal Materials are needed for circumstances may you or any Authorized User offer any part purposes contemplated under this Subscription Agreement; of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online (d) With respect to all Materials other than Authorized Legal Services or the Materials to compete with the business of LN. Materials, the right to download using the commands of the Online Services and store in machine-readable form for no 1.4 All right, title, and interest (including all copyrights, more than 90 days, primarily for that Authorized User’s trademarks and other intellectual property rights) in the Online exclusive use, a single copy of insubstantial portions of those Services and Materials in any medium belongs to LN or its Materials included in any individually searchable file or content third party suppliers of Materials. Neither you nor the source in the Online Services, to the extent the storage of Authorized Users acquire any proprietary interest in the Online those Materials is not further limited or prohibited by the Services, Materials, or copies thereof, except the limited rights Supplemental Terms; granted herein.

(e) Notwithstanding anything to the contrary herein, the right to 1.5 You and the Authorized Users may not use the Online (1) excerpt or quote insubstantial portions of Materials in Services or Materials in any fashion that infringes the

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intellectual property rights or proprietary interests of LN or any 2.4 The Online Services, Materials, and feature functionality third party. Your use of the Online Services and Materials within the Online Services may be enhanced, added to, must comply with all applicable laws, rules or regulations. withdrawn, or otherwise changed by LN without notice.

1.6 You and the Authorized Users may not remove or obscure 2.5 Subject to Section 2.4 above, the Online Services may the copyright notice or other notices contained in Materials. contain a feature that will allow you to create work folders or work spaces (“Folders”) from within your research session that 1.7 You and the Authorized Users may not use information are associated solely with your LN ID. The Folders are designed included in the Online Services or Materials to determine an to assist you in your research and will allow you to save copies individual consumer's eligibility for (a) credit or insurance for of Materials made available by LN, as well as links to materials personal, family, or household purposes; (b) employment; or made available on the Internet or other documents that you own (c) a government license or benefit. The term “consumer” is or otherwise have the right to upload to your Folders. Applicable defined in the United States Fair Credit Reporting Act at 15 charges for the Folders are listed in the Price Schedule. LN USC §1681. represents and warrants that: (a) the Folders will be under your exclusive control; and (b) LN will not access or otherwise review 1.8 Other provisions that govern use of the Materials are set the content of your Folders without your authorization. forth in the applicable Price Schedule, the Supplemental Notwithstanding the foregoing, LN may access or disclose the Terms, online descriptions of files, online notices following content of your Folders to the extent necessary to facilitate source selection, and individual documents retrieved from the features and functions of the Online Services and to comply with Online Services (collectively, the “Additional Terms”), all of contractual and legal obligations including, but not limited to, an which are incorporated by reference into this Subscription administrative or judicial proceeding. You are solely responsible Agreement. for the content of your Folders. You represent and warrant to LN that you have the right and authority to upload any and all 2. ACCESS TO SERVICES content to your Folders that is not provided by LN. You are 2.1 Only your employees, temporary employees, students, prohibited from uploading content to the Folders that is partners/members, and contractors dedicated to performing defamatory, libelous, pornographic or obscene, unless such work exclusively for you (to the extent those categories of content is reasonably related to your professional persons are appropriate to your situation) are eligible to access responsibilities. In addition, you are strictly prohibited from and use the Online Services and Materials (“Eligible Persons”). uploading content to the Folders that is unlawful or that is Without limitation, external professional service providers such considered protected health information under the Health as attorneys, accountants, outsourcers and public relations firms Accountability and Portability Protection Act of 1996 (HIPAA) or are specifically excluded from being Eligible Persons. The term the Health Information Technology for Economic and Clinical “Authorized User” means an Eligible Person whom you have Health Act of 2009 (HITECH). You agree to indemnify, defend, identified to LN for purposes of issuing an LN ID. You agree that and hold LN harmless for any and all claims, damages, costs, each LN ID may only be used by the Authorized User to whom fines and expenses that LN may incur as a result of your use of LN assigns it and that the LN ID may not be shared with or used the Folders or any content uploaded to the Folders, excluding by any other person, including other Authorized Users. You will LN Materials. It is your sole responsibility to secure or save the manage your roster of Authorized Users and will promptly notify content of your Folders before the expiration or termination of LN to deactivate an Authorized User’s LN ID if the Authorized this Subscription Agreement, if desired, and LN has no User is no longer an Eligible Person or you otherwise wish to obligation to provide the content of your Folders to you after this terminate the Authorized User’s access to the Online Services. Subscription Agreement is terminated. All LN Materials You are responsible for all use of the Online Services accessed contained in your Folder remain subject to the storage limitations with LN IDs issued to your Authorized Users, including and other license terms and restrictions set forth in this associated charges, whether by Authorized Users or others. Subscription Agreement. You will use reasonable commercial efforts to prevent unauthorized use of LN IDs assigned to your Authorized Users 3. LIMITED WARRANTY and will promptly notify LN, in writing, if you suspect that an LN 3.1 LN represents and warrants that it has the right and ID is lost, stolen, compromised, or misused. authority to make the Online Service and Materials available to you and the Authorized Users as authorized expressly by this 2.2 Use of the Online Services via mechanical, programmatic, Subscription Agreement. robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LN in writing, use of 3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, the Online Services is permitted only via manually conducted, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED discrete, individual search and retrieval activities. ON AN "AS IS", "AS AVAILABLE" BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY 2.3 To comply with local privacy, data protection and other DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE laws, each LN ID is country specific and may not be used WARRANTIES OF MERCHANTABILITY AND FITNESS FOR outside the country for which it is issued, except for short A PARTICULAR PURPOSE. periods not to exceed 30 continuous days. If LN suspects use of an LN ID outside the country of issue for a period in excess 4. LIMITATION OF LIABILITY of 30 continuous days, LN may suspend the LN ID or require 4.1 A Covered Party (as defined below) shall not be liable for you to use and pay for an LN ID for the relevant country. On any loss, injury, claim, liability, or damage of any kind resulting request, LN will issue a geographically compliant LN ID. in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any ND: SLGovt-SubscriptionAgt-PerSearch-Sept2010 ID# 4832-2932-3015 Page 5

features thereof or any Materials, (c) your or an Authorized each such claim. You, at LN’s expense, shall reasonably User’s use of the Online Services or Materials, (d) the loss or cooperate with LN in connection with the foregoing. corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of (b) In addition to Section 4.5(a), if the Online Services or the Materials, all regardless of whether you received assistance in operation thereof become, or in the opinion of LN are likely to the use of the Online Service from a Covered Party, (f) any become, the subject of a claim of infringement, LN may, at its delay or failure in performance beyond the reasonable control option and expense, either: (i) procure for you the right to of a Covered Party, or (g) any content retrieved from the continue using the Online Services, (ii) replace or modify the Internet even if retrieved or linked to from within the Online Online Services so that they become non-infringing; or (iii) Services. terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) 4.2 "Covered Party" means (a) LN and any officer, director, for any pre-paid fees or fixed charges. employee, subcontractor, agent, successor, or assign of LN; and (b) each third party supplier of Materials, third party (c) The provisions of Sections 4.5(a) and (b) shall constitute alliance entities, their affiliates, and any officer, director, your sole and exclusive remedy for the respective matters employee, subcontractor, agent, successor, or assign of any specified therein. third party supplier of Materials or third party alliance entity or any of their affiliates. 5. MISCELLANEOUS 5.1 These General Terms and Conditions, including the 4.3 TO THE FULLEST EXTENT PERMISSIBLE BY Additional Terms may be changed from time to time as APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL described below or by written agreement. Charges and THE AGGREGATE LIABILITY OF THE COVERED PARTIES payment terms may be changed in accordance with the terms IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR of your Price Schedule; all other provisions may be changed by RELATING TO THE ONLINE SERVICES OR MATERIALS OR LN immediately upon notice to you. If any changes are made THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER to this Subscription Agreement, such changes will: (a) only be OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT applied prospectively; and (b) not be specifically directed YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE against you or the Authorized Users but will apply to all MONTH PERIOD IMMEDIATELY PRECEDING THE DATE similarly situated LN customers using the Online Services. THE CLAIM AROSE. YOUR RIGHT TO MONETARY You may terminate this Subscription Agreement upon written DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL notice to LN if any change to these General Terms and OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY Conditions is unacceptable to you. For termination to be COVERED PARTY. effective under this Section 5.1, written notice of termination must be provided to LN within 90 days of the effective date of 4.4 TO THE FULLEST EXTENT PERMISSIBLE BY the change. Continued use of the Online Services following APPLICABLE LAW, NEITHER YOU NOR THE COVERED the effective date of any change constitutes acceptance of the PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, change but does not affect the foregoing termination right. INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY Except as provided above, this Subscription Agreement may KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, not be supplemented, modified or otherwise revised unless ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING signed by duly authorized representatives of both parties. FROM, OR ARISING IN CONNECTION WITH THE ONLINE Furthermore, this Subscription Agreement may not be SERVICES, MATERIALS, OR THE FAILURE OF ANY supplemented, modified or otherwise revised by email COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE exchange even if the email contains a printed name or FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY signature line bearing signature-like font. The foregoing does TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND not prohibit the execution of electronic contracts bearing YOUR AUTHORIZED USERS) INFRINGEMENT OF electronic signatures of authorized representatives of both INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF parties, provided such signatures include digital certifications PROPRIETARY DATA BELONGING TO LN OR ITS THIRD or are otherwise authenticated. PARTY SUPPLIERS. 5.2 You or LN may terminate this Subscription Agreement at 4.5 Notwithstanding anything to the contrary in this Section 4: any time in accordance with this Section 5.2. The effective (a) If there is a breach of the warranty in Section 3.1 above, date of termination shall be 10 days after the receipt of written then LN at its option and expense, shall either defend or settle notice of termination, unless a later date is specified in the any action and hold you harmless against proceedings or notice. LN may temporarily suspend or discontinue providing damages of any kind or description based on a third party’s access to the Online Services to any or all Authorized Users in claim of patent, trademark, service mark, copyright or trade breach of this Subscription Agreement without notice and LN secret infringement related to use of the Online Services or may pursue any other legal remedies available to it. Materials, asserted against you by such third party provided: (i) all use of the Online Services and Materials was in accordance 5.3 All notices and other communications hereunder shall be in with this Subscription Agreement; (ii) the claim, cause of action writing or displayed electronically in the Online Services by LN. or infringement was not caused by you modifying or combining Notices shall be deemed to have been properly given on the the Online Services or Materials with or into other products or date deposited in the mail, if mailed; on the date first made applications not approved by LN; (iii) you give LN prompt available, if displayed in the Online Services; or on the date notice of any such claim; and (iv) you give LN the right to received, if delivered in any other manner. Legal notices to LN control and direct the investigation, defense and settlement of should be sent to LexisNexis, Attn: Chief Legal Officer, 9443 Springboro Pike, Miamisburg, OH 45342. 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use regulated data in an unauthorized manner (a “Security 5.4 The failure of you, LN, or any third party supplier of Event”), then the following provisions will apply: (a) if required Materials to enforce any provision hereof shall not constitute or by applicable law, you will notify the individuals whose be construed as a waiver of such provision or of the right to information has potentially been accessed or used that a enforce it at a later time. Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and 5.5 Neither you nor any Authorized User may assign your credit reporting agencies) as may be required by law; (c) the rights or delegate your duties under this Subscription notification will not reference LN or the product through which Agreement without the prior written consent of LN, which the regulated data was provided, nor will LN be otherwise consent shall not be unreasonably withheld. This Subscription identified or referenced in connection with the Security Event, Agreement and any amendment thereto shall be binding on, without the express written consent of LN; (d) you will be solely and will inure to the benefit of the parties and their respective liable for all claims that may arise from a Security Event successors and permitted assigns. caused by you, your Authorized Users or a User and you will indemnify LN for any third party claims directed against LN that 5.6 LN’s ability to provide information to its customers is arise from such Security Event; and (e) all such notifications regulated by a variety of privacy, data protection, and other and indemnity claims related to your Security Event will be laws in a variety of jurisdictions (“Data Laws”). You solely at your expense. acknowledge that LN will perform a due diligence review of your account upon registration and that the due diligence 5.8 This Subscription Agreement shall be governed by and review will be heightened if you desire to access sensitive, construed in accordance with the laws of the State of New non-public information about individuals. You also York regardless of the law that might otherwise apply under acknowledge that LN will perform periodic reviews of your use applicable principles of conflicts of law. of regulated data in order to comply with Data Laws and license restrictions, and that the review may include asking you 5.9 This Subscription Agreement will be enforced to the fullest to verify your use of regulated data for a permissible purpose. extent permitted by applicable law. If any provision of this You agree that you will cooperate with LN in any such due Subscription Agreement is held to be invalid or unenforceable diligence or regulatory review and that you will promptly to any extent, then (a) such provision will be interpreted, produce all records and documentation reasonably requested construed and reformed to the extent reasonably required to by LN. All reviews will be at LN’s expense. If you fail to render it valid, enforceable and consistent with its original cooperate with LN or if any such review reveals that you lack a intent and (b) such invalidity or unenforceability will not affect permissible purpose to access regulated data, LN may deny any other provision of this Subscription Agreement. you access to the Online Services or to certain types of information. LN will be under no obligation to reduce your 5.10 Where applicable, each affiliated company of LN and monthly commitment to the extent that it is unable to provide each third party supplier of Materials has the right to assert and Materials to you solely based on your non-cooperation. In the enforce the provisions of this Subscription Agreement directly rare case that LN is unable to provide you with access to any on its own behalf as a third party beneficiary. of the Materials available in the Online Services, LN will terminate this Subscription Agreement and any applicable fixed 5.11 This Subscription Agreement constitutes the entire price amendment without fine or penalty to you. agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal 5.7 If you, any of your Authorized Users, or any person you or communications, representations, proposals or quotations on your Authorized Users permits to use the LN Online Services that subject matter. or who gains access through an Authorized User’s failure to ------END OF EXHIBIT A------properly secure his or her LN ID (a "User") should access or

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EXHIBIT B TO LexisNexis® SUBSCRIPTION AGREEMENT  SLG Price Schedule State/Local Government Per Search Pricing September 1, 2010

These charges are effective as of September 1, 2010, and shall continue thereafter until the subscribing organization or individual ("Subscriber") is notified otherwise. For more information about the pricing components, consult the Price Definitions and Price List available via the Classic Online Services using LexisNexis communications software under the administrative identification number 20B9ZWS, at no cost to Subscriber for accessing or printing.

1. INFORMATION CHARGES 1.1 SEARCHES. Charges currently range from $0 to $35.00 per search. Consult the Price List available in the Online Services for detailed search charges.

1.2 DISCOUNTS. The discounts set forth below shall be applied to Subscriber's Information Charges for each monthly invoice period. The discount shall be computed monthly and shall be based on the average amount of Information Charges incurred by Subscriber in the three month period beginning four months before the month Subscriber receives the discount. Discounts shall not apply to: (i) Expert Witness, (ii) Historical Stock Quotes, (iii) MarkMonitor, and (iv) Multex.

Monthly Average Information Charges Flat Discount From $0 up to $15,000 0% Over $15,000 up to $30,000 2% Over $30,000 up to $60,000 4% Over $60,000 up to $90,000 8% Over $90,000 12%

1.3 ACCESS. Charges currently range from $0 to $50. Consult the Price List available in the Online Services for detailed access charges.

1.4 LEXISNEXIS® ALERT. Charges for LexisNexis Alert searches are based on the frequency in which they are executed. Reports are printed at applicable print rates. Frequency Each Report Intra-Day $8 Intra-Day 2x $16 Intra-Day 3x $24 Daily $14 Business Day (M-F) $18 Weekly $21 Monthly $27

1.5 RESEARCH TOOLS. EACH CASE/CITATION/REPORT Shepard's® Table of Authorities Report $1.00/report* Auto-Cite® service $6.00/cite* Shepard's® Citation Service $6.00/cite/SHEPARD’S*

*Includes printing and downloading charges.

Shepard’s® Alert Setup Updates Demand UPD $0.00 $0.00 Business Day $0.00 $0.00 Weekly $0.00 $0.00 Bi-Weekly $0.00 $0.00 Monthly $0.00 $0.00

SHEPARD’S® BRIEF SUITE™ DESKTOP & EACH LINK/ RETRIEVAL/ BRIEFCHECK.COM REPORT Shepard's® BriefCheck™ Convenience $2.00/link* Shepard’s® BriefCheck™ Unique Document Retrieval $2.00/retrieval* Shepard’s® Link™ Convenience $2.00/link* Shepard’s® FullAuthority® Report $20.00/report*

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Shepard’s® StyleCheck™ Report $20.00/report* *Includes printing and downloading charges.

SINGLE DOCUMENT RETRIEVAL through LexisNexis™ at www.lexis.com via embedded link (excluding Document Links) $6.00/link via Get a Document by citation $6.00/link through LexisNexis Research Software via LEXSEE® service $6.00/link via LEXSTAT® service $6.00/link

TOC Document Linking $4.00/link Enhanced Table of Content (TOC) $4.00/per search Briefs, Pleadings and Motions $35.00/link

1.6 HISTORIC STOCK QUOTES. EACH QUOTE through LexisNexis Research Software Historic Price Quotes $0.15* Historic Dividend Quotes $0.25*

*Includes printing and downloading charges. through LexisNexis at www.lexis.com Historical Quotes $0.30 per day per quote Results will be formatted for viewing in a tabular format and can be formatted for printing and printed to the user’s local printer at no additional charge. To download the results to CSV (spreadsheet/Excel format) the charge will be $2.00. To receive a chart, the charge will be an additional $1.00. For each additional company that is added to the chart for comparison the cost will be $1.00.

1.7 PRINTING AND SAVING TO DISK. Charges for printing and saving to disk are included in the Per-Search rate.

1.8 IMAGES. Charges for images will be as follows per image retrieved, including print: Each Image Anatomical Transparencies $0.00 Trademark design images $0.00 Patent exemplary drawing images $0.00 Elsevier Environmental $3.00 Elsevier Business $6.00 IHI patent images – International $6.00 Patent Family Reports $6.00 Forms $7.50 Potomac Text Document $8.00 Hoppenstedt $10.00 PDF Image for Judicial Profile – 7th Circuit $10.00 PDF Image for Judicial Profile – 9th Circuit $10.00 Global Reports $25.00 ISO Policy Forms $25.00 Miller’s $25.00 Potomac PDF Document $25.00 Expert Commentary $50.00 Other Expert Witness Transcripts – Excerpts $50.00 Triodyne Expert Witness Transcripts – Excerpts $50.00 The Financial Crisis: Federal Statutory and Regulatory Responses $75.00 M&A Insight Notes $100.00 Other Expert Witness Transcripts – Full $110.00 Triodyne Expert Witness Transcripts – Full $110.00 Expert Commentary – Bensen on the Patent Reform Act of 2007 $112.00

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Each Image PDF Image for Premium Judicial Profile $200.00 Corporate Governance Quotient Profiles $250.00 M&A Insights Analysis $450.00 Sustainability & Risk Reports $1,500.00

1.9 ATTACHMENTS. Attachment charges are as follows per attachment retrieved, including printing and downloading: Each Attachment Attorney Text Book of Medicine $0.00 JurisCharts: Tax $20.00 JurisCharts with Analysis: Tax $30.00 Mealey $0.00 Patent images – US domestic $5.00 McClatchy Graphics $6.00 WPNPHO – World Picture Network – Full Size $6.00 Elsevier Science Business Journals $10.00 Enhanced Form: Open Fillable word processing version of form $10.00 All Case Law Jurisdictions – Case in Brief $30.00 Caselaw Official Reports $25.00 Elsevier Science $30.00 Core Form: Open word processing version of form $35.00 Briefs, Pleadings & Motions $35.00 Netter Medical Illustrations $20.00 Core Critical Issues Pamplet $20.00 Core Emerging Issues Commentary $20.00 50 State Comparative Legislation & Regulations $25.00 JurisCharts: Insurance $125.00 Enhanced Critical Issues Pamphlet $133.00 Enhanced Emerging Issues Commentary $133.00 Premium Current Critical Issues Pamphlet $50.00 Premium Emerging Issues Commentary $50.00 Advanced Practice Strategies Medical Illustrations $175.00 Download Interactive Analytical Report $50.00 Download PDF chart of Multi-Jurisdictional Survey with Analysis Now $30.00 JurisCharts with Analysis: Insurance $30.00

1.10 DUN & BRADSTREET REPORTS. Charges for Business Information Reports will range from $84.00 to $599.00 depending on the user’s location (e.g. USA, Canada, etc.). Charges for other Dun & Bradstreet Reports will range from $72.00 to $130.00 depending on the specific report requested. Consult the Price List available in the Online Services for detailed report charges.

1.11 ANALYZER. $0 per search and $200 per report.

1.12 SMARTLINX. $99 per search $0 for a Public Record (PUBREC) report $0 for a Click Search

1.13 DELAWARE SECRETARY OF STATE. $35 per report.

1.14 COMPANY DOSSIER. Charges range from $5 up to $50 per report and from $0 up to $50 per document link.

1.15 RISK SOLUTIONS. Charges for Telephone Look-Up will be $0.75 per search, Reverse Telephone Look-Up will be $0.75 per search, Name and Address Verification will be $3.00 per search, and InstantID® will be $3.00 per search. Get A Report charge will be $99.00 per search. Charges for Report Component will range from $0 to $6.00 per report. Charges for Web Documents will range from $10.00 to $20.00 per document. Consult the Price List available in the Online Services for detailed report charges.

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Offline Civil and Criminal Court Records ("OCCCR") fees depend on the jurisdiction. OCCCR fees may consist of some or all of the following charges: OCCCR FEES Search Type fee $16.00 – 175.00 per search Court Access fee $1.00 to $40.00 per search Excess Case fee (1 to 5 cases) $0.00 Excess Case fee (6 or more cases) $1.00 per case Previous 10-Year Date Range fee $6.00 per search

1.16 EDGAR ONLINE. $15 for Excel Reports and $22 for Non-Excel Reports.

1.17 MARKMONITOR®. The following sources from the gateway searches will be $35.00 per search: DomainSmart, eBannermonitor, eBoardmonitor, eDomainmonitor, eLinkmonitor, eNetmonitor, eSitemontior, TMIQ, Inbox and ReverseWhois.

1.18 ELSEVIER SCIENCE JOURNALS. $50 - $100 per search.

1.19 COURTLINK. 1.19.1 COURTLINK VIA LEXIS.COM. Charges for CourtLink products retrieved via lexis.com. COURTLINK CHARGES CourtLink Docket Search Range $9.50 - $57.00 CourtLink Docket Retrieval $5.00 & $9.00 CourtLink Docket Update $4.00 CourtLink OSD Image (pdf) $5.00

1.19.2 COURTLINK VIA COURTLINK PLATFORM. Charges for CourtLink products retrieved via the CourtLink platform. COURTLINK CHARGES Alert Range $0.30 - $59.00 per case found Track Range $3.30 per update to $19.75 per update Search & Retrieve Range from $5.00 - $200.00 per search CourtLink OSD Image pdf (Document Ordering) $5.00 - $50.00

Consult the CourtLink Fee Schedule available at https://w3.courtlink.lexisnexis.com/Help/Pricing/pricing.htm for detailed report charges. In the event of a conflict between the range prices above and the CourtLink Fee Schedule, the CourtLink Fee Schedule will control.

1.20 TOTALPATENT. TOTALPATENT CHARGES Searches $75 per Authority (maximum $400) Print/Download/Fax See Section 1.7 Single Document Retrieval $7.50 per link PDF Images $0.00 per image Creating a Folder $10.00 Copying a Folder $10.00 Machine Translating $250.00 Analytics Report $20.00 Alerts See Section 1.4 for rates On Demand $20.00 Semantic Search $40 each time a semantic analysis is initiated

1.21 PRECEDENT SEARCH. Charges are $59 for Single Category Search and $89 for Multiple Category Search. For Matthew Bender/LN Forms & Agreements, charges are $215 for single practice area/area of law and $250 for multiple categories or all practice areas/areas of law.

1.22 LEXISNEXIS STATISTICAL GATEWAY. LexisNexis Statistical Gateway charges are as follows:

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Reports $0.00 - $2.00 Basic Datasets Per Search $0.30 - $0.40

1.23 VERDICT & SETTLEMENT ANALYZER. Verdict & Settlement Analyzer $6.00 per link Verdict & Settlement Analyzer $20.00 per report

2. HANDLING CHARGE. $15 for documents printed at the LexisNexis computer center.

3. MONTHLY SUBSCRIPTION CHARGE. $75 per building with equipment used to access the Online Services (up to a maximum of $150 per Agency).

4. INSTRUCTION. Training is provided at no charge and covers (a) the basic instruction of all individuals selected by Subscriber to receive instruction in the use of the Online Services and (b) standard instructional and reference materials on the use of the Online Services. Everyone who completes training shall receive one hour of free use to perfect their skills. This free hour is non-transferable and must be used within 14 calendar days of the date on which basic instruction is completed, at a single session or on an aggregated basis. Credit for free use shall automatically be reflected on Subscriber's monthly invoice and shall be applied against Subscriber's total charges in a given month.

5. EQUIPMENT AND SOFTWARE CHARGES. 5.1 Subscriber may use its own equipment, or equipment may be available from the provider of the Online Services ("Access Equipment").

5.2 The Access Equipment shall be maintained by the provider of the Online Services at its then current standard charges. Contact your account representative for current charges. Subscriber may terminate rental of any Access Equipment upon 10 days written notice. Access Equipment must be returned to the provider of the Online Services in the same condition in which it was received, reasonable wear and tear excepted.

5.3 Subscriber shall not permit any of its agents or employees to attempt to move, modify, repair, or tamper with any Access Equipment in any way, except that Subscriber may install Access Equipment designated by the provider of the Online Services as installable by Subscriber. If Subscriber installs Access Equipment, Subscriber shall do so in accordance with the applicable instructions. Subscriber assumes all responsibility for any personal injury or property damage, including damage to Access Equipment, that occurs as a result of Subscriber's installation of the Access Equipment.

5.4 Subscriber shall pay then current standard charges for any software licensed by the provider of the Online Services. Additional terms and conditions applicable to the software are packaged with the software and Subscriber agrees to promptly return the software if Subscriber is not in agreement with these terms and conditions. By using the software, Subscriber agrees to be bound by the terms and conditions packaged with that software.

6. TAXES. The charges detailed in this Price Schedule are exclusive of any state or local sales, use, or similar taxes. If any such taxes are applicable, they shall be charged to Subscriber's account. If Subscriber is exempt from any such taxes, the tax will not be charged to Subscriber upon receipt of a certificate of exemption.

7. PAYMENT TERMS. All charges incurred by Subscriber are payable within 30 days after receipt of an invoice. Subscriber shall pay all charges in accordance with any applicable “Prompt Payment Act” or similar legislation.

8. CHANGES TO CHARGES AND DISCOUNTS. Charges and discounts may be changed only upon 30 days prior notice, which notice shall be with your invoice or otherwise provided in writing.

9. COLLECTION COST. Subscriber shall be liable for all costs of collection incurred by the provider of the Online Services, including without limitations, collection agency fees, reasonable attorney's fees, and court costs, if Subscriber fails to comply with the payment obligations set forth herein.

10. MISCELLANEOUS. In the event Subscriber issues a purchase order or other document relating to the Online Services, Subscriber agrees that the document shall be for Subscriber's internal purposes only and shall in no way modify or affect any of the terms or conditions for access to the Online Services.

------END OF EXHIBIT B------

ND: SLGovt-SubscriptionAgt-PerSearch-Sept2010 ID# 4832-2932-3015 Page 12

SLG SUBSCRIPTION PLAN AMENDMENT FOR STATE/LOCAL GOVERNMENT

“Subscriber”: “LN”: LexisNexis, a division of Reed Elsevier Inc.

This Subscription Plan Amendment (“Amendment”) amends and supplements the terms of the Subscription Agreement either previously entered into or executed simultaneously herewith between LN and Subscriber (the "Agreement"). This Amendment shall also serve as Subscriber’s acceptance of the new General Terms & Conditions for Use of the Online Services effective September 1, 2010 set forth at www.lexisnexis.com/terms/general. 1. TERM The term of this Amendment will begin (a) on the date Subscriber's billing account (a "Billgroup") is activated ("Activation") if Subscriber is a new LN customer, or (b) subject to Section 7, on the first day of the calendar month immediately following the execution of this Amendment and delivery of it to LN if Subscriber is an existing LN customer, and will continue until the last day of the final Commitment Period referenced in Section 5.1 (the "Term"). 2. AUTHORIZED USERS This Amendment relates only to the Subscriber’s Billgroups and locations (the “Participating Billgroups”) set forth below and the Authorized Users under the Participating Billgroups. “Authorized User” shall have the meaning set forth in the Agreement. PARTICIPATING BILLGROUP # LOCATION (CITY AND STATE)

3. CERTIFICATION Subscriber certifies, by completing all highlighted areas, that on the date this Amendment is signed by Subscriber there are ____ judges and attorneys, and ____ government professionals for a total of ____ users (the “Reference Number”) in Subscriber’s organization. Throughout the Term, Subscriber will immediately notify LN in writing of any change in the Reference Number if the total number of judges and attorneys falls below 11. Upon the request of LN, Subscriber will recertify to the Reference Number. 4. MONTHLY SUBSCRIPTION CHARGE During the Term, the Monthly Subscription Charge in Section 3 of the then-current applicable price schedule (the "Price Schedule") will be waived. 5. PREFERRED PRICING MATERIALS AND CHARGES 5.1 In consideration of Subscriber's payment to LN of the monthly commitment amounts specified below (the "Monthly Commitment"), the Participating Billgroups will be provided access to and use of certain Materials, products, services and features, identified below by source/menu number (the “Preferred Pricing Materials”), available in the lexis.comSM service or the LN Online Services accessed via proprietary software (the "Classic Online Services"). If Subscriber is an existing LN customer and this is a revision to Subscriber's Preferred Pricing Materials and Monthly Commitment, fees will be prorated for the month in which the change becomes effective if the change occurs other than on the first day of the month. At no additional charge, the Participating Billgroups may do offline printing, online printing and saving to disk of Preferred Pricing Materials. If your subscription includes Research Advantage, then your access to and use of Research Advantage shall be subject to and governed by the additional terms and conditions set forth in the software media at the time of its installation.

PREFERRED PRICING MATERIALS SOURCE/MENU SHEPARDS COMMITMENT PERIOD(S) MONTHLY COMMITMENT NUMBER Beginning to $ (a)

(b) Beginning to $ (c) Beginning to $ (d) Beginning to $ (e) Beginning to $ (f) Beginning to $ (g) Beginning to $

(h) (i) (j) (k) (l) (m) (n) (o) See attached Rider No. 1 for additional Preferred Pricing Materials

5.2 During the Term, the Monthly Commitment will be billed in lieu of the Information Charges specified in Section 1 of the Price Schedule for all access to and use of the Preferred Pricing Materials, except as otherwise provided in Section 5.3 and Section 6 (if elected) below. 5.3 The following Materials accessible from, but not included as part of the Preferred Pricing Materials, will be subject to monthly billing at the then-current standard undiscounted rates in accordance with the Price Schedule: (a) selected Images (those that include a charge in the Price Schedule); (b) Dun & Bradstreet Reports; and (c) Risk Solutions. 5.4 Included in Subscriber’s lexis.com® subscription, Subscriber will be granted access to the Lexis® Advance (“Lexis Advance”) product offering when it becomes generally available to Subscriber’s market and price plan. Upon release, the Lexis Advance offering may be designed primarily for specific types of users within Subscriber’s organization whom LN may recommend as the target user group, but IDs will be progressively released throughout the organization as additional functionality and content is made available. To the extent available in Lexis Advance, Subscriber will have access to the same content in Lexis Advance as it currently has access to under this Amendment, including Subscriber’s access to materials outside its subscription (e.g., if Subscriber currently has access to out-of-plan usage, Subscriber will have access to content on a transactional basis in Lexis Advance). If Subscriber has access to out-of-plan content in Lexis Advance, Subscriber agrees to pay the then-current transactional charges for such content as such charges are available to Subscriber in the Lexis Advance user interface at the time the document is accessed. Although Subscriber will be entitled to access the Lexis Advance product offering as part of its subscription, LN may also release premium functionality or enhanced content for an additional charge. Subscriber will be given the option to purchase these upgrades at its discretion. 6. ADDITIONAL CHARGES The Participating Billgroups may have access to and use of the LN services and features not accessed through the Preferred Pricing Materials (“Alternate Pricing Materials”). If Subscriber so elects by initialing below, or by notifying LN at a later date, Subscriber will have access through the Alternate Pricing Materials at then-current undiscounted rates in accordance with the Price Schedule in addition to the Monthly Commitment. Subscriber elects access to the Alternate Pricing Materials (Initial)

7. CLOSED OFFER The offer of LN contained herein is valid until . In order to implement this Amendment by the first day of a calendar month, LN must receive this signed Amendment by the 20th day of the preceding month. 8. CONFIDENTIAL INFORMATION Subject to any state open records or freedom of information statutes, this Amendment contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable

ND: SLGovt-SubscriptionPlanAmd-Apr2011 ID# 4843-1446-2217 © 2011 LexisNexis. All rights reserved. precautions against such disclosure to any third person. This Section 8 will survive the termination or expiration of this Amendment. 9. SUPPORT AND TRAINING During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of the LN Online Services through: (a) Mandatory basic training in the use of the Online Services by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (d) The periodic review with LN of Subscriber’s Authorized User’s use of materials and training under this Amendment. 10. MISCELLANEOUS 10.1 During the Term, use by and charges to the Participating Billgroups will not be eligible for other discounts or aggregation with the use of or charges for other billgroups. 10.2 During the Term, Subscriber may not terminate the Agreement. This Amendment may be terminated by Subscriber after the third Commitment Period on the last day of any calendar month upon at least 30 days prior written notice to LN. This Amendment may also be terminated by Subscriber on 10 days prior written notice to LN in the event of any increase in the Monthly Commitment, excluding any increases listed in Section 5.1. To be effective, notice of termination pursuant to the preceding sentence must be given within 90 days of the increase. 10.3 UPON TERMINATION OR EXPIRATION OF THIS AMENDMENT, CONTINUED USE OF THE ONLINE SERVICES BY SUBSCRIBER IS GOVERNED BY THE AGREEMENT AND WILL BE BILLED IN ACCORDANCE WITH THE PRICE SCHEDULE. 10.4 All capitalized terms not defined herein will have the meanings ascribed to them in the Agreement, including the Price Schedule. 10.5 Except as expressly modified by this Amendment, all other terms and conditions of the Agreement will remain in full force and effect and unaffected by this Amendment. In the event of a conflict or inconsistencies between the Agreement and this Amendment, this Amendment will control.

AGREED TO AND ACCEPTED BY: LexisNexis, a division of Reed Elsevier Inc. SUBSCRIBER BY: BY:

NAME: NAME:

TITLE: TITLE:

DATE: DATE:

THIS AMENDMENT DOES NOT BIND EITHER PARTY UNTIL IT HAS BEEN ACCEPTED BY BOTH PARTIES. SUBSCRIBER MAY ACCEPT THIS AMENDMENT BY SIGNING ABOVE. LN MAY ACCEPT THIS AMENDMENT BY PERFORMING ACCORDING TO THIS AMENDMENT OR BY SIGNING ABOVE.

Customer agrees to purchase or license the Products listed in the table below on the terms of this Order.

PRODUCTS ORDERED

PRODUCT LN COMPANY Distributed Media Prison Solution LN/MB ITEM # SPECIFY PRODUCT ISBN # 1 2 3 4

ADDITIONAL DOCUMENTS

DOCUMENT TITLE WHERE TO FIND IT Configuration and Pricing Sheet See page 2 Customer Information Sheet See page 4 Terms for Ordered Products See page 5 The Additional Documents are part of this Order. The LN Companies may make certain terms and other information in connection with this Order available on the World Wide Web at one or more sites the LN Companies identify. Customer acknowledges that it has access to the World Wide Web. This Order, the Additional Documents, and any materials referenced in the Additional Documents state the complete agreement between Customer and the LN Companies concerning this subject, and supersede all earlier oral and written communications between them concerning this subject. LexisNexis accepts this Order on its own behalf and as authorized agent for each of the other LN Companies that provides Products under this Order. LexisNexis’s agency is described in detail in the Common Terms referenced in the Terms for Ordered Products. Agreed to and accepted by: Customer: LexisNexis, a division of Reed Elsevier Inc.

SIGNED: SIGNED:

PRINTED: PRINTED:

TITLE: TITLE:

DATE:

THIS ORDER DOES NOT BIND EITHER PARTY UNTIL IT HAS BEEN ACCEPTED BY BOTH PARTIES. LEXISNEXIS MAY ACCEPT THIS ORDER BY SIGNING ABOVE OR BY PERFORMING THIS ORDER.

THE PRICES AND OTHER TERMS IN THIS ORDER ARE SUBJECT TO CHANGE IF CUSTOMER HAS NOT SUBMITTED A SIGNED COPY OF THIS ORDER TO LEXISNEXIS ON OR BEFORE THE BEGINNING OF THE FIRST ORDER PERIOD UNDER THIS ORDER. TO IMPLEMENT THIS ORDER ON THE FIRST DAY OF A MONTH, LEXISNEXIS MUST RECEIVE A COPY OF THIS ORDER SIGNED BY CUSTOMER ON OR BEFORE THE 20TH DAY OF THE PRECEDING MONTH.

Account Representative Name: Account Representative Number:

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 1 of 7 Confidential Configuration and Pricing Sheet

This Sheet is part of the Order. See the Terms for Ordered Products for important terms related to each line item.

TERM The term of this Order will begin the month in which delivery of the Distributed Media Prison Solution is delivered to Customer and will continue for months (the “Term”).

ORDER PERIOD TO TO TO TO TO

LINE ITEM 1 – DISTRIBUTED MEDIA PRISON SOLUTION LexisNexis, a division of Reed Elsevier Inc. (“LN”) and Matthew Bender & Company, Inc. (“MB”) provide this Product. Closed Offer: (prices valid for 30 days from date of proposal) Total Monthly Commitments

Customer understand and acknowledges the prices offered in this Order are based in part on the number of access points, computers or terminals used to access the Distributed Media Prison Solution. Customer hereby certifies there will be access points, computers or terminals used to access the Distributed Media Prison Solution. At the request of LN Customer will re-certify to the number of access points, computers or terminals used to access the Distributed Media Prison Solution. If the net number of access points, computers or terminals used to access the Distributed Media Prison Solution increases, LN reserves the right to increase the price on the first day of any calendar month following such increase by giving Customer at least ten days prior written notice. Customer hereby subscribes to the following Distributed Media Prison Solution: Number Distributed Media Description Kiosk Solution(s)* DVD Solution(s) Replaceable Hard Drive Solution(s) Total Monthly Commitment for the above selections for the first Order Period $ Total Monthly Commitment for the above selections for the second Order Period $ Total Monthly Commitment for the above selections for the third Order Period $ Total Monthly Commitment for the above selections for the fourth Order Period $ Total Monthly Commitment for the above selections for the fifth Order Period $ * Kiosk/Hardware may be leased or purchased. If purchased, a Bill of Transfer will be attached to this Order Form. 4. Billing Period. In exchange for access to and use of the Distributed Media Prison Solution(s) specified above, Customer shall pay the monthly fees listed above beginning the month in which delivery of the Distributed Media Prison Solution is delivered to Customer and continuing for the duration of the Term

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 2 of 7 Confidential 5. Delivery Information:

Ship to Account Number: Delivery Address For Each Distributed Media Set and Contact Name Maximum Number of Workstations For This Location

Complete Description of Law Library Information on Distributed Media Included in this proposal: • LN will use reasonable commercial efforts to maintain the currency of the legal materials via periodic updates STATUTES

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 3 of 7 Confidential Customer Information Sheet

CUSTOMER INFORMATION For existing Customers, LexisNexis will use billing and credit information already on file. Customer Billing Account Number: 1. Organization Name: 2. Contact Name: 3. Address: City: State: Zip: 4. County: 5. Country: 6. Invoice Address: 7. E-Mail Address:

8. Telephone Number: 9. Fax Number: 10. Preferred method of communication from LexisNexis (Optional): email standard mail

11. I prefer to be invoiced monthly I prefer to pay the entire Order by Credit Card:

Select method of credit card payment MasterCard VISA AMEX  Credit Card #: - - - Exp Date:

12. Tax Exempt: Yes (attach proof of exemption) No 13. P.O. Number

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 4 of 7 Confidential Terms for Ordered Products

These Terms are part of the Order.

LINE ITEM 1 – DISTRIBUTED MEDIA PRISON SOLUTION The following terms are for the implementation of this Product as described in the corresponding line item of the Configuration and Pricing Sheet. LexisNexis, a division of Reed Elsevier Inc. (“LN”) and Matthew Bender & Company, Inc. (“MB”) provide this Product. 1. Definitions have not been paid within 30 days after the invoice date are thereafter until paid subject to a late payment charge at a rate equal to 15% per 1.1 “Authorized Users” means each of the civilian librarians and inmates annum (or, if less, the maximum rate permitted under applicable law). at Customer’s facility who are authorized by Customer to access and use Additionally, LN/MB shall have the right to terminate this Order and the Distributed Media. retain all sums paid by Customer. 1.2 “Distributed Media” means the set of one or more DVDs and/or 4.3 In the event this is a multi-year contract and sufficient funds are not External Hard Drives provided by LN/MB to Customer that contains the appropriated or allocated for payment under this Order for any future Law Library Information. fiscal period, LN/MB may terminate this Order effective on the last day 1.3 “Law Library Information” means the legal content that is owned or of the last Order Period that was funded by providing Customer with at licensed by LN/MB that is contained on the Distributed Media as least 10 days prior written notice. Customer will not be obligated to described on the Configuration and Pricing Sheet. make payments for services or amounts incurred after the end of the last funded fiscal period. No penalty or expense shall accrue to Customer in 2. Services the event this provision becomes effective. During the Term, LN/MB will provide Customer and its Authorized 4.4 LN/MB will use reasonable efforts to update the Distributed Media Users with access to and use of the Distributed Media. The number of on monthly or quarterly basis (depending upon the materials) so they copies of the Distributed Media and the delivery locations for such remain reasonably current. Distributed Media are set forth on the Configuration and Pricing Sheet. 5. Warranty 3. Term of Order; Termination 5.1 LN/MB represent and warrant that they have the right and authority 3.1 The Term of this Order is set forth on the Configuration and Pricing to make the Distributed Media available on the terms set forth herein. Sheet. 5.2 EXCEPT AS EXPRESSLY STATED IN SECTION 5.1, LN/MB 3.2 Either LN/MB, on the one hand, or Customer, on the other hand, may MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT terminate this Order for a material breach. Prior to exercising such right TO THE DISTRIBUTED MEDIA OR THE ACCURACY OR THE of termination, the non-breaching party must first provide the breaching COMPLETENESS OF THE LAW LIBRARY INFORMATION. THE party with 30 days prior written notice setting forth with specificity the DISTRIBUTED MEDIA AND LAW LIBRARY INFORMATION ARE nature of the breach (the “Breach Notice”). If such breach remains FURNISHED ON AN “AS IS”, AS-AVAILABLE BASIS. ALL uncured 30 days after the Breach Notice is given, the non-breaching party WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THIS may terminate immediately upon written notice. ORDER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES 3.3 LN/MB may terminate this Order immediately upon written notice to OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR Customer in the event: (i) any subcontracting agreement between LN and PURPOSE ARE EXPRESSLY DISCLAIMED. its third party suppliers (“Suppliers”) of Prison Solution software or 6. Remedies hardware expires or is terminated, (ii) any Supplier becomes insolvent or makes an assignment for the benefit of creditors, or (iii) any Supplier is 6.1 In the event there is a breach of warranty under Section 5.1, LN/MB unable or fails to perform the services that are required in order for shall, as their sole obligation and Customer’s exclusive remedy, defend LN/MB to perform their obligations hereunder. or, at their option, settle any action or proceeding of any kind or description based upon a third party’s claim of patent, trademark, 3.4 LN/MB retains ownership of the Distributed Media. Customer will servicemark, copyright or trade secret infringement, related to use of the retain ownership of any computer hardware at the end of one year or the Distributed Media (excluding any decisions or advice made or given as a first order period, whichever is later. Upon termination of this Order, at result of the use of or reliance upon the Law Library Information) the direction of LN/MB, Customer will either cease all use of and destroy provided by LN/MB asserted against Customer by such third party the Distributed Media, or return the Distributed Media to LN/MB at provided: (i) all use of the Distributed Media was in accordance with this LexisNexis, 701 East Water Street, Charlottesville, Virginia 22902. Order; (ii) the claim, cause of action, or infringement was not caused by 4. Pricing; Payment Terms Customer or its Authorized Users; (iii) LN/MB are given prompt notice of any such claim; and (iv) LN/MB have the right to solely control and 4.1 In exchange for access to and use of the Distributed Media, Customer direct the investigation, defense and settlement of each such claim. will pay LN/MB the charges set forth on the Configuration and Pricing Customer, at the expense of LN/MB, shall reasonably cooperate with Sheet (the “Fees”). The Fees include all charges for shipping and LN/MB in connection with the foregoing. If notified promptly in writing handling. of any claim, demand, or judicial action brought against Customer based on an allegation that its use of the Distributed Media constitutes 4.2 MB will serve as LN’s billing agent during the Term. MB will infringement, LN/MB will jointly and not severally pay the costs, provide Customer with one consolidated invoice for the Distributed including reasonable attorney fees, associated with resolving such claim Media which shall be provided to Customer as set forth in the and will pay the judgment or settlement amount (if any). Configuration and Pricing Sheet. Customer will pay the Fees to MB and MB will remit to LN that portion of the Fees that is due to LN under this Should the Distributed Media or the operation thereof become, or in the Order. Customer will have 30 days to pay each invoice. Amounts which opinion of LN/MB be likely to become, the subject of a claim of

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 5 of 7 Confidential infringement, Customer shall permit LN/MB, at their sole option and LN/MB DISCLAIM ALL WARRANTIES WITH RESPECT TO THE expense, either (i) to procure for Customer the right to continue using the DISTRIBUTED MEDIA AND LAW LIBRARY INFORMATION, Distributed Media, (ii) to replace or modify the same so that it becomes EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE non-infringing; or (iii) terminate Customer’s use of the Distributed Media IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR upon notice to Customer and grant Customer a pro-rata refund or credit A PARTICULAR PURPOSE AND THOSE ARISING FROM A (whichever is applicable) for any pre-paid fees or fixed charges. COURSE OF DEALING. LN/MB DO NOT WARRANT THE ACCURACY, RELIABILITY OR CURRENTNESS OF THE LAW 6.2 LN/MB shall have no responsibility to Customer under this Section 6 LIBRARY INFORMATION. LN/MB WARRANT THAT THE with respect to any use of the Distributed Media in a manner not DISTRIBUTED MEDIA WILL BE FREE FROM DEFECTS IN authorized by this Order; or for any abuse or modification of the MATERIAL AND WORKMANSHIP FOR A PERIOD OF 30 DAYS Distributed Media by Customer or its Authorized Users. FROM THE DATE OF DELIVERY TO CUSTOMER. CUSTOMER’S 7. Limitation of Liability EXCLUSIVE REMEDY AND LN/MB’S SOLE OBLIGATION WITH RESPECT TO DEFECTIVE DISTRIBUTED MEDIA WILL BE THE ANY LIABILITY OR DAMAGES ARISING OUT OF OR RELATED RIGHT TO RETURN THE DEFECTIVE DISTRIBUTED MEDIA FOR TO THIS ORDER, REGARDLESS OF THE NATURE OF THE A REPLACEMENT COPY AT NO ADDITIONAL CHARGE. CAUSE OF ACTION, SHALL IN ALL CASES, WHETHER IN ONE CLAIM OR IN MULTIPLE CLAIMS, BE LIMITED TO THE LESSER 8. Miscellaneous OF THE CUSTOMER’S ACTUAL DIRECT DAMAGES OR THE 8.1 Customer understands and acknowledges that LN/MB may use one or TOTAL PAYMENTS MADE BY CUSTOMER TO LN/MB FOR THE more of its approved subcontractors to install the Kiosk Prison Solution. DISTRIBUTED MEDIA PROVIDED BY LN/MB HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING 8.2 If LN/MB accept an order for a Distributed Media on a purchase THE DATE THE CLAIM AROSE. IN NO EVENT WILL LN/MB order issued by Customer (“PO”), the terms and conditions of the PO are HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN for Customer’s internal purposes only and shall in no way modify or STATUTE, TORT, STRICT LIABILITY, CONTRACT, BREACH OF affect the terms of this Order. WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT OR NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, 8.3 This Order, including Schedule A, contains the entire agreement SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS between the parties with respect to the subject matter hereof, and may be OF PROFITS, DATA, BUSINESS OR GOODWILL, EVEN IF LN/MB amended only by a writing signed by both parties. Notwithstanding the WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. foregoing, LN/MB may change the license terms set forth in this Line LN/MB ALSO SHALL NOT BE LIABLE FOR, AND SHALL BE Item 1 or Schedule A immediately upon written notice to Customer. EXCUSED FROM, ANY FAILURE TO PERFORM OR DELAY IN Customer’s continued use of the Distributed Media following notice of PERFORMANCE DUE TO CAUSES BEYOND THEIR the change shall constitute its acceptance of the change. REASONABLE CONTROL, INTERRUPTIONS OF POWER OR 8.4 The following sections of this Order shall survive termination or TELECOMMUNICATIONS SERVICES, ACT OF WAR, expiration of the Order for any reason: Sections 6 and 7. TERRORISM OR NATURE, GOVERNMENTAL ACTIONS, FIRE, FLOOD, NATURAL DISASTERS OR SIMILAR EVENTS.

SCHEDULE A – GENERAL TERMS AND CONDITIONS FOR USE OF THE ® LEXISNEXIS DISTRIBUTED MEDIA PRISON SOLUTION The following terms and conditions govern Customer’s use of this law library research system on DVDs and/or External Hard Drives (the “Distributed Media”) and the materials available therein (“Law Library Information”):

1.2 Except as specifically provided in Section 1.1, Customer are 1. License; Restrictions on Use prohibited from downloading, storing, reproducing, transmitting, 1.1 Customer is granted a non-exclusive, non-transferable limited displaying, copying, distributing, or using Law Library Information license to access and use the Distributed Media for legal research retrieved from the Distributed Media. Customer may not print or purposes. The license includes the following: download Law Library Information without using the printing commands of the Distributed Media. (a) The right to electronically display, on the Distributed Media, Law Library Information retrieved from the Distributed Media 1.3 Customer is not permitted to: to no more than one person at a time; (a) Remove or obscure any copyright notice or other notice or terms of (b) The right to obtain printouts of Law Library Information use contained in the Distributed Media or Law Library Information. via the printing commands of the Distributed Media and to create a single printout of Law Library Information downloaded via (b) Use the Distributed Media or Law Library Information in any downloading commands of the Distributed Media (“Authorized fashion that may infringe any copyright, intellectual property right, or Printouts”); proprietary or property right or interest of LexisNexis, a division of Reed Elsevier Inc., a Massachusetts corporation, (“LexisNexis”) or its (c) The right to retrieve via downloading commands of the contractors or content suppliers; Distributed Media and store in machine-readable form, primarily for one person’s exclusive use, a single copy of insubstantial portions of (c) Use the Distributed Media or Law Library Information to develop a Law Library Information included in any individual file; and database, infobase, online or similar database service, or other information resource in any media (print, electronic or otherwise, now (d) To the extent permitted by applicable copyright law, the existing or developed in the future) for sale to or use by others; or right to make copies of Authorized Printouts and distribute Authorized Printouts and copies. (d) Copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Distributed Media or Law Library Information.

SLGovt-TotalSolutions-DistributedMediaPrisonSolution-Aug2010 ID# 4823-7919-7447 © 2010, LexisNexis, a division of Reed Elsevier Inc. All rights reserved. Page 6 of 7 Confidential 2. Proprietary Rights LIBRARY INFORMATION SHALL NOT EXCEED THE LESSER OF CUSTOMER’S ACTUAL DIRECT DAMAGES OR THE The Distributed Media and Law Library Information and any AMOUNT CUSTOMER PAID FOR THE DISTRIBUTED MEDIA copyrights, trademarks, patents, trade secrets, intellectual property IN THE TWELVE MONTH PERIOD IMMEDIATELY rights and other proprietary rights in and to the Distributed Media and PRECEDING THE DATE THE CLAIM AROSE. CUSTOMER’S Law Library Information are owned by LexisNexis and its contractors RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL and content suppliers. Customer acquires no proprietary interest in the BE IN LIEU OF ALL OTHER REMEDIES WHICH CUSTOMER Distributed Media, Law Library Information, or copies thereof. MAY HAVE AGAINST ANY COVERED PARTY. 3. Disclaimer of Warranties 4.4 THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY 3.1 THE DISTRIBUTED MEDIA AND LAW LIBRARY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL INFORMATION ARE PROVIDED ON AN “AS IS”, “AS DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, AVAILABLE” BASIS AND LEXISNEXIS AND EACH THIRD WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM DUE TO, RESULTING FROM, OR ARISING IN CONNECTION ALL WARRANTIES, INCLUDING THE WARRANTIES OF WITH THE DISTRIBUTED MEDIA, LAW LIBRARY MERCHANTABILITY AND FITNESS FOR A PARTICULAR INFORMATION, OR THE FAILURE OF ANY COVERED PARTY PURPOSE. TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. 4. Limitation of Liability 5. Miscellaneous 4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from 5.1 These General Terms and Conditions may be changed from time to (a) any errors in or omissions from the Distributed Media or any Law time, by LexisNexis immediately upon notice. Library Information available or not included therein, (b) the 5.2 LexisNexis may suspend or discontinue providing the Distributed unavailability or interruption of the Distributed Media or any features Media to Customer without notice and pursue any other remedy legally thereof or any Law Library Information, (c) Customer’s use of the available to it if Customer fails to comply with any of Customer’s Distributed Media or Law Library Information (regardless of whether obligations hereunder. Customer received any assistance from a Covered Party in using the Distributed Media), (d) Customer’s use of any equipment in connection 5.3 Except as otherwise provided herein, all notices and other with the Distributed Media, (e) the content of the Law Library communications hereunder shall be in writing or displayed physically Information, or (f) any delay or failure in performance beyond the on or near, or electronically in, the Distributed Media. reasonable control of a Covered Party. 5.4 The failure of LexisNexis or any third party supplier of Law 4.2 “Covered Party” means (a) LexisNexis, its affiliates including Library Information to enforce any provision hereof shall not constitute Matthew Bender, and any officer, director, employee, subcontractor, or be construed as a waiver of such provision or of the right to enforce agent, successor, or assign of LexisNexis or its affiliates; and (b) each it at a later time. third party supplier of Law Library Information, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of 5.5 These General Terms and Conditions shall be governed by and any third party supplier of Law Library Information or any of their construed in accordance with the laws of the State of Ohio. affiliates. 5.6 Each third party supplier of Law Library Information has the right 4.3 THE AGGREGATE LIABILITY OF THE COVERED PARTIES to assert and enforce these provisions directly on its own behalf as a IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF third party beneficiary. OR RELATING TO THE DISTRIBUTED MEDIA OR LAW

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