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Nautilus Essentials – Additional Terms

1. Description of Services. If purchased by Client, 51�Թ������ճԹ� will provide the following file management services (“Nautilus Essentials Archive Services” formerly known as “eFichency Services”).

(a) The electronic file management system that delivers the Nautilus Essentials Archive Services (the “Nautilus Essentials System”) (i) allows 51�Թ������ճԹ� to store and index Client’s electronic files; and (ii) allows Client to store, index and purge the Nautilus Essentials Documents (as defined below). Client may view and perform searches on such information through Client’s utilization of the Internet.

(b) The electronic files that may be accessed by Client using the Nautilus Essentials System include:

(i) if applicable, all standard output reports provided as part of the applicable 51�Թ������ճԹ� system, and

(ii) 51�Թ������ճԹ� system account-related imaged documents that are either: (A) scanned and loaded by Client, (B) imported into the Nautilus Essentials System by Client, or (C) imported electronically by 51�Թ������ճԹ�, on Client’s behalf, pursuant to any 51�Թ������ճԹ� service used by Client (“Nautilus Essentials Documents”).

The files set forth in (i) and (ii) above are hereinafter collectively referred to as the “Nautilus Essentials Reports”.

2. Additional Terms.

(a) 51�Թ������ճԹ� Responsibilities.

(i) 51�Թ������ճԹ� will provide to Client the appropriate number of user identifications (“User IDs”) and passwords in order to access and use the Nautilus Essentials Archive Services. The Client personnel whom Client designates as its system administrator will be one of those individuals issued a User ID and password by 51�Թ������ճԹ� (the “System Administrator”).

(ii) 51�Թ������ճԹ� will work with the System Administrator to complete installation of the Nautilus Essentials Archive Services according to an implementation schedule agreed upon by both parties. The Nautilus Essentials Archive Services will be deemed installed when Client has received User IDs from 51�Թ������ճԹ� and the Nautilus Essentials Archive Services are available for use by Client (“Nautilus Essentials System Go-live”).

(iii) 51�Թ������ճԹ� will schedule Client to receive Nautilus Essentials Archive Services’ “train-the-trainer” training for the System Administrator remotely via the telephone (“Remote Training”).

(iv) Pursuant to Client’s reasonable direction, 51�Թ������ճԹ� will set-up Nautilus Essentials System access restriction profiles for each User ID that will designate which of the Nautilus Essentials Reports each User ID has been authorized by Client to access (“User Security Profiles”).

(v) 51�Թ������ճԹ� may implement “add”, “change”, and/or “delete” actions concerning Client User IDs, including changes to passwords and User Security Profiles.

(b) Client Responsibilities.

(i) To access the electronic files, Client will, at Client’s expense, acquire its own personal computers, each of which will be equipped with industry standard browser software and the capability to access the Internet. Client acknowledges that access to Nautilus Essentials Archive Services shall be across public and private lines and that 51�Թ������ճԹ� has no control over such lines or the information available from non-51�Թ������ճԹ� sources. 51�Թ������ճԹ� shall have no liability for failed access over public lines or compromised data delivered over such lines. Client acknowledges and understands its responsibility and liability as related to Client’s access to the Internet and 51�Թ������ճԹ� assumes no liability or control over the Internet access of Client or Client’s on-site systems and remote employee or affiliate access.

(ii) Client acknowledges and agrees that the Nautilus Essentials System is the exclusive property of 51�Թ������ճԹ�. Client will acquire neither title nor ownership rights to the Nautilus Essentials System.

(iii) 51�Թ������ճԹ� will disclose to Client only such information concerning the Nautilus Essentials System as necessary in order for Client to access the Nautilus Essentials Archive Services.

(iv) The Client’s System Administrator will (A) attend the Remote Training conducted by 51�Թ������ճԹ�, (B) control distribution of User IDs and passwords, and (C) be the sole person to request, on behalf of Client, that 51�Թ������ճԹ� implement “add”, “change”, or “delete” actions for each User ID, which will include changes to User Security Profiles and passwords.

(v) Client will be responsible for all communications costs associated with Client accessing the Nautilus Essentials Archive Services.

(vi) Client will be responsible for the supervision, management and control of its use of the Nautilus Essentials Archive Services, including without limitation, implementing sufficient procedures to satisfy its requirements for the security and accuracy of data. 51�Թ������ճԹ� is entitled to rely upon and act in accordance with any instructions, guidelines or information provided by Client which is given by persons having actual or apparent authority to provide such instructions, guidelines or information.

(vii) If required, Client will provide at its own expense equipment (“Scanning Hardware”) for the purpose of scanning the Nautilus Essentials Documents into the Nautilus Essentials System. In addition, Client will be responsible for the maintenance of the Scanning Hardware. 51�Թ������ճԹ� shall provide Client with a list of compatible Scanning Hardware. Client agrees to pay 51�Թ������ճԹ�’s then standard fee for certification of non-compatible Scanning Hardware.

(c) Access to Electronic Files. 51�Թ������ճԹ� will archive the Nautilus Essentials Reports beginning on the document archive date and continuing for 7 years thereafter or upon expiration or termination of the Nautilus Essentials Archive Services, whichever comes first. Upon the 7 year archive limit date or a different retention schedule date, as requested by Client, 51�Թ������ճԹ� will deliver all archived Nautilus Essentials Reports to Clients or destroy them, if directed by Client. Upon the expiration or termination of the Nautilus Essentials Archive Services, for any reason, Client may choose one of the following options:

(i) Option One: For the applicable charge, 51�Թ������ճԹ� will, upon written request from Client, provide Client, in 51�Թ������ճԹ�’s then current electronic media format, with copies of those electronic files received by Client from 51�Թ������ճԹ� during the term of the Nautilus Essentials Archive Services. The fee for this service will be based upon 51�Թ������ճԹ�’s then current rates; or

(ii) Option Two: Nautilus Essentials Archive Services can be modified to provide Client with the ability to continue to view existing Nautilus Essentials Reports on the Nautilus Essentials System. The dates of such Nautilus Essentials Reports will be as of the date of the Nautilus Essentials System Go-live Date until the date of expiration or termination of the productive use of the Nautilus Essentials Archive Services. The fee for these services will be based upon 51�Թ������ճԹ�’s then current rates.

(iii) Option Three: Client may elect to purge all electronic files residing on the Nautilus Essentials System. Should Client fail to provide 51�Թ������ճԹ� with written notice within 90 days after termination or expiration of the Nautilus Essentials Archive Services of its intent to choose Option One or Option Two, 51�Թ������ճԹ� will automatically purge all electronic files residing on the Nautilus Essentials System.