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CompExec and CompBuilder 360 Software Order Options(required)

California Sales Tax (7.75%) automatically added to all California orders. CompExec DOS and CompBuilder 360 DOS programs are fully compatible with Windows 2000/XP. Windows XP is the preferred environment. CompExec and CompBuilder 360 Installation includes automated creation of Program Folders on the Windows Desktops along with Icons for Program Startup, Help System, Reference Guides in HTML format, Release Notes and optimized Windows 2000/XP Configuration Files. All Folder program icons are also installed and available in the Windows Start Menu. All CompExec and CompBuilder 360 Licenses include Free Lifetime Support (via Web/e-mail).

Software Description License Quantity CompBuilder 360 Professional Single/WorkStation Popular and Comprehensive Modeling and Management Facility for Linear and Curvilinear Based Salary Structures. Includes Integrated Presentation Graphics Facility. Designed for use in Private and Public Sectors. CD Edition includes Printed User Guide* Free Lifetime Support. Via Download $1,175 On CD* $1,295 CompExec Professional Single/WorkStation Total Compensation Planning and Analysis Software including Salary Survey Analysis, Market Based Job Evaluation, Internal Staff Comp Planning, Date Sensitive Data Mart Design and much more. Contains CompBuilder/SE with Structure Modeling Facilities and CompGeo/SE Salary Survey Database - Eight Major Occupation Groups All Survey Areas Nationwide. CD Edition includes Printed Comprehensive Administrator and User Guide Set* Free Lifetime Support. Includes Free CompGeo Online Pro Library Regional Subscription(1yr Unlimited 24 X 7 Access). --- choose a Geographic Region --- North East (ME,VT,NH,RI,CT,MA) Mid Atlantic (NY,NJ,PA,DE,MD,DC) South East (AL,FL,GA,KY,LA,MS,NC,SC,TN,VA,WV) Great Lakes (IL,IN,MI,OH,WI) Mid West (AR,KS,MN,IA,MO,NE,ND,SD) South West (AZ,NV,NM,OK,TX) North West (AK,WA,OR) Mountain (CO,ID,MT,UT,WY) Pacific (CA,HW) Via Download $1,479 On CD* $1,795 CompExec and CompBuilder 360 Professional Departmental Suite Comprehensive Departmental Site License for both CompExec and CompBuilder 360 Professional. Install an unlimited number of work station copies of CompExec Professional and/or CompBuilder 360 Professional across and entire Compensation or Human Resources Department - CD Edition includes Printed Comprehensive Administrator and User Guide Set* Free Lifetime Support. An Outstanding Value! Includes Three(3) Free CompGeo Online Pro Library Regional Subscriptions(2yr Unlimited 24 X 7 Access). --- choose a Geographic Region --- North East (ME,VT,NH,RI,CT,MA) Mid Atlantic (NY,NJ,PA,DE,MD,DC) South East (AL,FL,GA,KY,LA,MS,NC,SC,TN,VA,WV) Great Lakes (IL,IN,MI,OH,WI) Mid West (AR,KS,MN,IA,MO,NE,ND,SD) South West (AZ,NV,NM,OK,TX) North West (AK,WA,OR) Mountain (CO,ID,MT,UT,WY) Pacific (CA,HW) Via Download $1,849 On CD* $2,495 CompExec Professional Departmental Server Edition For workgroups, affordable Departmental and Enterprise Server Editions are may be licensed. The Departmental Server provides a license for Eight(8) simultaneous users on any single Network Server. Program Executables may be run from client work station or Network Server and configured separately for each user. No limit to simultaneous reporting from CompExec Tables, outside of license related user limitations. Individual Table updates limited to a single simultaneous process. Contains CompBuilder/SE with Structure Modeling Facilities and CompGeo/SE Salary Survey Database - Eight Major Occupation Groups All Survey Areas Nationwide. CD Edition includes Printed Comprehensive Administrator and User Guide Set* Free Lifetime Support. Best for Shared Compensation/HR Workgroup Planning and Analysis. Includes Eight(8) Free CompGeo Online Pro Library Regional Subscriptions(2yr Unlimited 24 X 7 Access). --- choose a Geographic Region --- North East (ME,VT,NH,RI,CT,MA) Mid Atlantic (NY,NJ,PA,DE,MD,DC) South East (AL,FL,GA,KY,LA,MS,NC,SC,TN,VA,WV) Great Lakes (IL,IN,MI,OH,WI) Mid West (AR,KS,MN,IA,MO,NE,ND,SD) South West (AZ,NV,NM,OK,TX) North West (AK,WA,OR) Mountain (CO,ID,MT,UT,WY) Pacific (CA,HW) Via Download $3,495 On CD* $3,995 CompExec Professional Enterprise Server Edition For workgroups, affordable Departmental and Enterprise Server Editions are may be licensed. The Enterprise Server provides a license for unlimited simultaneous users on any Network Server. Program Executables may be run from client work station or Network Server and configured separately for each user. No limit to simultaneous reporting from CompExec Tables, outside of license related user limitations. Individual Table updates limited to a single simultaneous process. Contains CompBuilder/SE with Structure Modeling Facilities and CompGeo/SE Salary Survey Database - Eight Major Occupation Groups All Survey Areas Nationwide. CD Edition includes Printed Comprehensive Administrator and User Guide Set* Free Lifetime Support. Best for Enterprise Wide Compensation Planning and Analysis. Includes Eight(8) Free CompGeo Online Pro Library Regional Subscriptions and Two(2) CompGeo Online Pro Library Nationwide Subscriptions(2yr Unlimited 24 X 7 Access). --- choose a Geographic Region --- North East (ME,VT,NH,RI,CT,MA) Mid Atlantic (NY,NJ,PA,DE,MD,DC) South East (AL,FL,GA,KY,LA,MS,NC,SC,TN,VA,WV) Great Lakes (IL,IN,MI,OH,WI) Mid West (AR,KS,MN,IA,MO,NE,ND,SD) South West (AZ,NV,NM,OK,TX) North West (AK,WA,OR) Mountain (CO,ID,MT,UT,WY) Pacific (CA,HW) Via Download $5,995 On CD* $6,895 Software and Database Documentation - For Current CompExec and CompBuilder 360 Licensees Only Quantity Printed CompExec Documentation Set Note that all CompExec and CompBuilder 360 CD Editions include a single Printed Comprehensive Administrator and User Guide Set. This option may be used to order additional documentation set(s) for CD edition customers. Software distributed by Web/FTP download do not include shipment of printed documentation and this option may be used to order documentation set(s) for Web/FTP download customers. This option is available only for current CompExec and CompBuilder 360 Software Licensees.     Printed Set* $795 CompExec Data Dictionary The CompExec Data Dictionary is not included with the CompExec Documentation Set described above. The Data Dictionary is a comprehensive reference for all CompExec and CompBuilder 360 Data Base Tables including Field Descriptions/Format and other reference information and is a valuable reference for advanced CompExec an CompBuilder 360 Users who use the CompExec and/or CompBuilder 360 Script Facility for building customized reports against CompExec and CompBuilder 360 databases. This option is available only for current CompExec and CompBuilder 360 Software Licensees. On CD* $895 Printed Set* $995 Shipping and Handling Charges: Shipping and Handling Charges are not included in CD with Documentation Set* Pricing above. For Domestic U.S. destinations Shipping and Handling is $55 for CompBuilder 360 Professional CD Edition(includes Documentation Set) and $85 for CompExec Professional CD Edition sent via Three Day Air Courier. For Domestic U.S. destinations Shipping and Handling is $85 for the Printed CompExec Documentation Set and $45 for the Printed CompExec Data Dictionary sent via Priority Mail. For International Orders Shipping and Handling Fees vary by destination and Licensee agrees to pay all import duties and taxes. Shipping and Handling charges do not apply to Software downloads regardless of destination. All International Orders fulfilled by electronic distribution are done so in accordance with current U.S. Department of Commerce Office of Export Services Rules, Regulations and Restrictions. Upgrades: Upgrades from Downloadable versions to CD w/Documentation Set versions and from CompBuilder 360 to CompExec are available. Contact sales@compensation-online.com for further information.

Proprietary Materials / Non Disclosure, License and Limited Warranty Agreement(required)

AGREEMENT ("Agreement") is hereby entered into between ICT/Clayton Wallis ("Owner") and Licensee ("Customer") on the following terms and conditions: 1. License to Software Products. (a) Scope of Use. In consideration of Customer's payment of the License Fee with respect to the "Software Products" described on the Product Schedule attached hereto, Customer is granted a paid-up, nonexclusive license ("License") in object code form. In the case of Single User/Work Station products the Customer may use one (1) copy of each Software Product on the single non-server CPU on which each Software Product is originally installed. In the case of non-multi-user and multi-user server based products, the Customer may install the Software product on a single server CPU and allow simultaneous usage up to the user limit associated with the product. The software may be relocated to another single CPU of Customer, provided no more than the associated number of copies with the order are installed or used at any one time. With either the Departmental Server or Enterprise Server Editions, CompExec may be run from any Network Server. The Departmental Server provides a license for Eight(8) simultaneous users on any single Network Server. The Enterprise Edition may be installed on an unlimited number of servers within and only servicing the internal licensing organization. With either the Departmental or Enterprise Server Editions Program Executables may be run from client work station or Network Server and configured separately for each user. No limit to simultaneous reporting from CompExec Tables, outside of server license related user limitations. Customer may make one (1) copy of the Software Products for archival purposes only. This License shall continue for the duration of the Term, as defined in Subsection (c) ("Term, Termination"). (b) License Not Transferable. Neither this License, nor any rights hereunder, may be transferred, assigned or sublicensed in whole or in part without Owner's prior written consent and any attempt to the contrary shall be void and of no legal effect. (c) Term, Termination. The term of this Agreement and the License ("Term") shall commence on the date last below written and shall continue in full force and effect in perpetuity, unless terminated earlier as provided herein. Owner may terminate the Agreement and the License if (i) Customer fails to pay any amount due hereunder or otherwise materially breaches any provision hereof and fails to correct such breach or commence corrective action reasonably acceptable to Owner within ten (10) days after being notified of such breach; (ii) Customer becomes insolvent, makes an assignment for the benefit of creditors, a receiver is appointed or a petition for Bankruptcy is filed with respect to Customer and such proceeding is not dismissed within thirty (30) days. Termination shall have no effect on the parties' rights and obligations under Section 6 ("Confidential Information"). Upon termination, Customer shall return or destroy the original and all copies of the Software Products and shall cease all further use thereof. 2. Installation Services. Customer is responsible for installation of all Software Products. Installation services will be provided under a signed amendment to this Agreement and in consideration for an Installation Fee (or other pricing arrangement) agreed to by the parties. 3. Support Services. This Agreement does not provide for any ongoing software maintenance or "Support Services" beyond Owner's warranty obligations set forth in Section 7 ("Warranties"). 4. Training. This Agreement does not provide for any Training or other Consulting Services with respect to the use and operation of the Software Products. Training Services will be provided under a signed amendment to this Agreement and in consideration for a Training Fee (or other pricing arrangement) reasonably acceptable to both parties. 5. Invoices, Payment and Late Charges. Customer shall pay the License Fee and any optional Annual Update Fee upon execution of this Agreement. 6. Confidential Information. (a) Acknowledgment of Confidentiality. Customer hereby acknowledges that the Software Products (including documentation, source code(if provided under separate agreement), translations, compilations, partial copies, and derivative works) contain proprietary and confidential information belonging exclusively to Owner ("Confidential Information"). Confidential Information does not include (i) information already known or independently developed by the Customer; (ii) information in the public domain through no wrongful act of the Customer, or (iii) information received by the Customer from a third party who was free to disclose it. (b) Covenant Not to Disclose. With respect to the Confidential Information, the Customer hereby agrees that during the Term and at all times thereafter it shall not misappropriate such Confidential Information or disclose it to any person or entity and shall use at least the same degree of care in safeguarding the Confidential Information as it uses in safeguarding its own confidential information. Consultant Edition licensees are permitted to store client data in the database and to distribute standard or custom reports to support clients as needed. Any Software Product provided in source code form shall be strictly safeguarded by Customer; if provided in object code form, Customer shall not alter, modify, disassemble, decompile, reverse engineer or otherwise manipulate the Software Product so as to discover the underlying design, logic or source code thereto. Customer may not alter or remove from any Software Product or associated Documentation any proprietary, copyright, trademark or trade secret legend. (c) Injunctive Relief. Customer acknowledges that violation of the provisions of this Section would cause irreparable harm to Owner not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available to prevent any actual or threatened violation of such provisions. 7. Limited Warranty. (a) Owner does not warrant that the functions contained in the software products will meet business or personal requirements of the Customer or that the operation of the software will be entirely error free or appear precisely as described in the documentation. The Owner represents and warrants during the Warranty Period (30 days after delivery) only that it will use its "best reasonable efforts" to provide Software Products that operate substantially in accordance with its then current Documentation; provided, that (i) the applicable Software Product is installed, implemented and operated in accordance with all written instructions supplied by Owner; (ii) Customer notifies Owner of such defect within ten (10) calendar days after the appearance thereof; (iii) Customer has properly installed all Updates and paid all applicable License Fees and Annual Update Fees, and has installed all updates recommended by Owner with respect to any other equipment or software that materially affects the performance of the Software Products; (iv) Customer has properly maintained all associated equipment, software and environmental conditions in accordance with applicable specifications and industry standards; (v) Customer has not introduced other equipment or software creating an adverse impact on the Software Products; (vi) Customer has paid all amounts due hereunder and is not in default of any provision of this Agreement, and (vii) Customer has made no changes (nor permitted any change to be made other than by or with the express approval of Owner) to the Software Product source code. any unauthorized changes to software product source code will void the warranty provided under this subsection. If Owner is required to make an on-site visit to address problems covered by warranty, the associated standard labor rates and out-of-pocket travel costs shall be paid by Customer. (b)Warranty Disclaimer. except as specifically provided in this section ("warranties") the owner hereby disclaims with respect to all services, software products, updates or other "deliverables" provided hereunder, all express and implied warranties, including any implied warranties of merchantability, title or fitness for a particular purpose. customer represents and warrants that none of the software products, updates or other deliverables provided hereunder constitute "consumer products". (c) disclaimer regarding governmental laws & regulations. the parties hereby agree that, to the extent any deliverable hereunder is used for the purpose of generating output used in complying with governmental laws and regulations (including tax laws and regulations), the customer shall assume all responsibility for having the deliverables thoroughly tested by qualified professionals to ensure the output is accurate and complete. 8. Limitation of Remedies & Liabilities. The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk: (a) Remedies. Except for certain injunctive relief authorized under Section 6 hereof ("Confidential Information"), Customer's sole and exclusive remedies for Owner's default hereunder shall be (i) to obtain the repair, replacement or correction of the Software Product to the extent covered by any applicable warranty under Section 7 ("Warranty"). Owner has no responsibility for, nor are any warranties provided for any bundled or underlying fourth generation language, graphics or other software not produced by the Owner. In no event shall the Owner be responsible for refund of any moneys paid for any product(s) or services whether supplied directly or indirectly to the customer. Customer agrees that warranty is strictly limited to replacement of defective software CDs and/or to acquisition of available software service/update packs due to the proprietary nature, functions, features and salary survey and other proprietary database(s) included. (b) Liabilities. except for damages arising from bodily injury caused solely by the negligence of owner, owner shall not be liable for anything other than those remedies listed in section 8.(a) above. in no event shall owner be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost profit or business interruption even if owner is notified in advance of such possibility) arising out of or pertaining to the subject matter of this agreement. 12. Compliance with Export Regulations. Unless otherwise specified in the Product Schedule, the Software Products are intended strictly for domestic use in the United States. If transnational licensing is anticipated, and except as otherwise specified in the Product Schedule, the Customer shall (with the timely cooperation of Owner) obtain all necessary or appropriate licenses, permits or other governmental authorizations or approvals. Each party shall indemnify and hold the other harmless from, and bear all expense of, complying with their respective country's laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be provided herein. Neither party shall take any action, nor omit to take any required action, which would cause the other party to violate the Foreign Corrupt Practices Act of 1977 or the U.S. Export Administration Regulations. 12. Proprietary Materials. Customer agrees that single work station Edition Software may be installed on one primary personal computer and one backup/alternate personal computer only. With either the Departmental Server or Enterprise Server Editions, CompExec may be run from any Network Server. The Departmental Server provides a license for Eight(8) simultaneous users on any single Network Server. With either the Departmental or Enterprise Server Editions Program Executables may be run from client work station or Network Server and configured separately for each user. The Enterprise Edition may be installed on an unlimited number of servers within and only servicing the internal licensing organization. No limit to simultaneous reporting from CompExec Tables, outside of server license related user limitations. Customer understands that CompExec, CompBuilder, CompGeo, OMF Market Factor Job Evaluation and OMF Job and Competency Analysis Software is licensed and not sold on a non disclosure basis only. Customer agrees not to disclose any proprietary or confidential material, and agrees not to copy the software or documentation or to attempt to reverse engineer the software. Customer agrees that use of the software is subject to the terms of the standard license agreement shipped with the software. 13. Miscellaneous. This document in conjunction with the DISCLAIMER section of the documentation shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned without the other party's prior written consent and any attempt to the contrary shall be void. Neither party shall be liable for delays caused by events beyond its reasonable control. Any provision hereof found by a court of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect. I Agree with the Proprietary Materials/Non Disclosure and Licensing Terms above   Yes No

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ICT/Clayton Wallis Software Order Confirmation
Payment By Check or Money Order is required with this form: Print this form, attach check or money order and mail to address noted below. California Businesses and Residents add 7.75% Sales Tax. Plese add any applicable shipping charges as noted above. Mail this form with Check or Money Order To: The Clayton Wallis Company, P.O. Box 310, El Verano, CA 95433-0310. For Overnight Courier, send Form with Check or Money Order to The Clayton Wallis Company, 585 5th Street West, Suite 310, Sonoma, CA 95476. Click here To Print Order Form Now or Select File and then Print from your browser's menu.
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