WORKFLOW MANAGER PRICING AND PAYMENT TERMS Clause Samples

WORKFLOW MANAGER PRICING AND PAYMENT TERMS. The access fee for WorkFlow Manager is [*] per user per year. AMEX will make a [*] payment to TRX on the Effective Date of this Agreement in the amount of [*], which equals [*] users to have access to WorkFlow Manager until [*]. Contingent upon acceptance of WorkFlow Manager by AMEX in accordance with Exhibit L (Testing and Acceptance Procedures), [*] days after the Effective Date, AMEX will make the remaining payment of [*] for such [*] users. In the event AMEX does not accept WorkFlow Manager according to the terms of Exhibit L, AMEX will cease use of WorkFlow Manager, and the [*] payment of [*], if already made, shall be refunded to AMEX. AMEX may elect to increase the number of users, at any time upon prior written notice, up to [*] users for a maximum [*] fee of [*]. The first [*] users will be charged [*] per year, with the remaining [*] users added [*]. All fees are paid [*] with a [*] invoicing cycle to account for users added during the preceding [*] and all fees will be prorated as to allow all user licenses added to expire on the same day. For example, if AMEX adds [*] users during the [*], TRX will invoice AMEX at the beginning of [*] a prorated portion of the [*] per user fee to cover the cost for the applicable [*] users through [*] of that year. The escrow agreement between TRX and DSI Technology Escrow Services, executed on May 9, 2003, to which AMEX is a Preferred Beneficiary is attached hereto. Notwithstanding anything to the contrary contained in the Agreement to which this Exhibit C is attached and incorporated into, and in addition to and not in lieu of other provisions in the Agreement governing the treatment of AXP Data (as defined below) by TRX (referred to in this Exhibit C as “Vendor”), Vendor agrees to comply with all of the provisions of this Exhibit C and to cause all Vendor employees and Vendor agents, representatives, or subcontractors, and their respective employees, or any other party to whom Vendor may provide access to or disclose AXP Data (collectively and individually, “Vendor Disclosees”) to comply with all of the provisions of this Exhibit C.