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BOON 23 PAH628 <br />V. Terms and Conditions for Licensing <br />1. Grnntaf License: Upun execution oftbis Alaecurem, Licensee is hereby Pointed the man-exclusive and non-transferable license carad <br />right arse the cumem version of the MUNIS Licensed Programs listed in Section IV., and relnled materials. This Licensewill also <br />cover any additional revisions deal Licensor may colonic during the mom of Ili is Agreement The Licensor agrees to c riend and the <br />Licensee agrees to accept a license subject to the terms and conditions curia in ad herein for the conea I ve mien of the MUMS software <br />products identified in Section IV. <br />Llemod Use: The software producs listed are licensed for use only for the benefit edible Licensee listed in this Agreement. This <br />license is registered for the Licensee's computer system identified in Section IV. As long as a current License and Support Agreement <br />is in place, this License may be transferred to any other hardware system used for the benefit of Licensee. Licensee, agrees to notify <br />Licensor prior to masoning the licensed pries to any odher system T he right to transfer this license is included in the cost of this <br />A greemene The cast for new media or any required technical assistance to accommodate the trait for would be billable charges to the <br />Licensee - <br />3. Confidentiality: The Licensee agrees that the Products are proprietary to the Licensor and have been developed as a ttadesecret at die <br />Licensors expenses The Licensee agrees to keep die software products conJdential and use its best efforts to prevent any rnisuse, <br />unauthorized use or unauthorised disclosures by any party ofany, or all of the Products or accompanying documentation. <br />4. bladifien do a: The Frml nets may be mod i tied but such modification shall be only for (he use on the Licensees system for which the <br />Products are licensed and shall not cause die Licensee or anyone performing such modificapon to gain any proprietary or other interest <br />in the Products. <br />5. Copies: The Licensee may make copies of the licensed Products 1'aramhive purpases only. The Licensee will repeat anyprop glary <br />notice on the copy ofdre Produce The docamenmrion accompanying the product may rat be copied accept for internal tse. <br />6. Warranty: For as long as a comaitsofnvare support ogre melt is in place, the Licensor will warrant don all MUNISIDscaftwim, <br />programs will operate as described in the brochures and user manuals of MINIS, Up program fails; to operate in the manner described <br />within these documents, the Licensor will emrect the problem as no charge to the Licensee. ][Licensee bus made modifications to the <br />soRwwre programs, Licensor will no longer warrant the performance oRhose programs, which contain modifieadoos, unless <br />specifically oudmnacd in writing by the Licensor. <br />VI. Terms and Conditions for Support <br />1. Scope of Services: MUNIS will provide the following services for the benefit of die Licensee. <br />a) M UMS shal l provide softvere-related telephone support to die Licensee. Support personnel will accept phone calls during <br />MUMS's normal working hours (6:00 A- M. to 6:00 P.M., Eastern Standard Time, Monday through Friday) for the term of this <br />Agreement, limited toa reasonable number ofral is of reasonable dun lion. Assis S emdsuppoamquesls,wluchrequim <br />special assistance from MUNIS's development group, svtl be usken and directed by support pemomiel. In the event dotsuppod <br />represenmdves ore unavailable m receive colts, mortar will be taken and calls will be returned within one working day. <br />It.) MUNIS will continue to maintain a roaster set ofthe clear computer programs on appropriate media, as well u ha doopy <br />printout fiance, code programs and documentation. <br />c.) MUMS will maintninsmffrhal is appropriately whined In be familiar with Licensee's soRware, programs that are listed in Seaton <br />IV I. order to render assistance, should it be required. <br />d.) MUNIS wi l l provide Licensee with all program enhamemens, modi ficat inns or updates dot hlUNI S may make to the then <br />Content Release of the program applications covered in This Agreement <br />e.) In the case of system software new Release(s), the Licensee will also be required to pay whatever fees the manufacturer charges <br />to MUMS far the new Release Licensee anderstands That and agrees that six (6) months after shipment by MUMS ofnew <br />Releases, MUNIS Shall case to support the enlier Release and for the balance ri term, MUNIS shall support due new <br />Release. <br />L) MUNIS will make available appropriately named personnel to provide Licenseeadditiocal paining, program changes. analysis, <br />conspirator, recovery ofdam, conversion, non-coverage mot rnmence service, em., billable at the current per diem rate. All <br />expenses will he billed N accordance with We darn current TylerTnvel Policy. <br />2. LJmilntinosand Exclusions: The support and services afthis Agreement do not include the following: <br />a) Installation of die Licensed Software, ensile support, application design, and odwr consulting services, or any support requested <br />outside ofnormal business hours. <br />b.) The Lieersiec shall be responsible for implementing at is expense, all changes to the Curren, Release. Licensee understands that <br />changes famished by MUNIS for the Current Sonware Release arc for implementation in the Current Software Release, as it <br />exists without cuslumizadon or Licensee iteration. <br />3. LJOusee Responsibilities: <br />a.) The Licersee shall provide, at no charge to MINIS, full and Gee access to the programs covered hereunder. winking spore; <br />adequate facilities within a reasonable distance Imo toe equipment; and use ofmachines, ztmchmens, features, mother <br />equipment necessary to provide the specified support and maintenance service. <br />b.) The Licensee shall install and maintain far die duration oflhis Agreemenla modem and associated dial-up telephone line or <br />other monection method acceptable in MUNIS. The Licensee stall pay for installation, maintenance and use ofsoch equipment <br />and associated telephone line use charges. MUMS at is oplion, shall use this modem and telephone line in connection with eon <br />correction. Such access by MJIN IS shall be subject to prior appmvai by the Licensee in each instance. <br />4. Non-Assignability: The Licensee sha 11 no, have the rich, to aaim or transfer its rights hereunder to any parry. <br />5. Excused Non-Perfairmoncet MUNIS shall not be responsible for delays in servicing die products covered by this Agreement caused <br />by suikes, lockouts, rios, epidermic, wnr, government regulations, fire, power failure, acs of God, or ether causes beyond itsconpol. <br />6. Limitation of Liability: The liability of MJNISis hereby limited to a claim for a moneyjudgemenr not exceeding the total amount <br />paid by the Licensee for wr iris under this Agreement. TI TE LICENSEE SHALL NOT IN Aril' EVENT BE ENTITLED TO, AND <br />MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY <br />NATURE, EVEN IF MUNIS HAS BEEN ADVISED OFTHE POSSIBILFI'Y OFSUCH DAMAGES, IRRESPECQVE OF-Du: <br />NATURE OF THE LICENSEE'S CLAIM <br />VII. General <br />1. Govendng L.w:Thisagonment shillbe governed by,ahdecausimed in oremdamewith the law's afClicinssmle ofilmonatc. The <br />invalidiry or unenfomeabi liry of any provisions of ]his agreemem shall not affect tla wlidiry or enfo¢eabiliry ofnny older provision. <br />2. Mari fieotion of this Co. l roc: No m ndi Too lions or amendment of this Agreement shall be effective unlus set forth in writing and <br />signed by both the Licensee and MUNIS. <br />7. Suspension: Support and services will be suspended whenever Licensees account is thirty, days overdue. Support and services will be <br />reinstated when Liecri.e'.n ncmtmt is made concur, <br />L Enfire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE <br />AGREEMENT BETWEEN THE LICENSEE AND MUMS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, <br />AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO TI III SOFTWARE SUPPORT AND MAINTENANCE <br />SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT. <br />5. Tri denmrks: M(NlS and the MUNIS Logo are registered at derri of Tyler Technologies, Inc. <br />Revised S/ I (1007 <br />