Agmt19 CherryRoad Technologies, Inc.

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EXHIBIT H CORE BUSINESS TECHNOLOGIES WAYMENTAGREEM ENT SOFTWARE LICENSE & ASP HOSTING SERVICES AGREEMENT FOR IPAYMENT ENTERPRISE THIS SOFTWARE LICENSE & ASP HOSTING SERVICES AGREEMENT FOR IPAYMENT ENTERPRISE ("Agreement") is made and entered into by and between Wonderware Inc. d/b/a CORE Business Technologies, (hereinafter called "CORE"), a corporation duly authorized and existing under the laws of the State of Rhode Island and having its principal offices at 2224 Pawtucket Avenue, East Providence, RI 02914, and City of Redwood City, (hereinafter called "Customer"), a charter city and municipal limited liability company having its principal offices at 1017 Middlefield Road, Redwood City, CA 94063. CORE desi res to grant to Customer, and Customerdesires to acquire from CORE a non-exclusive right and license to use certain computer software and hostingservices as hereinafterdefined (the "Services"). Both parties agree that they are able to comply with and will satisfy the terms and conditions asset forth in this Agreement. Both parties, intendingto be legally bound, agree to the following: 1. INCORPORATION OF SCHEDULES AND ATTACHMENTS Any Attachment or schedule signed bythe parties and referringto this Agreement and any Attachment attached to this Agreement shall be incorporated into this Agreement. In the event of a conflict between an incorporated Attachment and the terms of this Agreement, the terms of the Attachment shall take precedence over the Agreement unless otherwise agreed to by the parties bywritten amendmentto this Agreement. 2. STANDARD OF PERFORMANCE; CUSTOMER AGENT 2.1 While performingthe Services, COREwill exercisethe reasonable professional care and skill customarily exercised by reputable members of CORE's profession and will use reasonable diligence and bestjudgment while exercising its professional skill and expertise. 2.2 Customer has entered into a Professional Services Agreement with CherryRoad Technologies, Inc. ("CherryRoad"), to implementthe software and services to be provided by CORE pursuant to this Agreement and CherryRoad will act as the agent of Customer (until such time as this authority is revoked in written notice to CORE) with respectto exercising the rights granted to Customer as contained herein and performing the obligations of Customer, includingall payment obligations. 2.3 All payment card data that is handled by CORE in connection with providing services pursuant to this Agreement shall be encrypted at all times during transferandwhen in storage and will furthercomply in all respectswith PCI - DSS requirements with respect to credit card information and such other standards as may be customaryforthe handlingofotherforms of financial transactions. 3. TERM AND TERMINATION 3.1. The rightsgrantedunderthisAgree mentcommenceasof (the "Effective Date")and continue for an "Initial Agreement Term" of five (5) years that starts with delivery of system access (development or test instance), unless this Agreement is sooner terminated as provided herein. 3.2. Termination Upon Breach. If either party breaches a material term of this Agreement and fails to correct the breach within 60 days of written specification of the breach, then such a breach shall be an event of default and the non -breaching party may terminate this Agreement at any time thereafter upon written notice of such termination to the breaching party with or without additional cause. CORE will provide all notices of breach to both Customer and CherryRoad. Notwithstanding the foregoing, CORE may terminate this Agreement if the EXHI BIT CORE BTi PAY ME NTAG RE EM ENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 147 of 172 H-1