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<br />V.
<br />Terms and Conditions for Licensing:
<br />1.
<br />Orvot of Lleeose: Upon execution of this Agreement, Licensee is hereby granted the non-exclusive and non-transferable license and
<br />right w use the current version of the MUMS Licensed Program listed in Section IV., and related materials. This License will olsa
<br />cover any additional revisions that Licensor may release during the term of this Agreement The Licensor agrees to extend and die
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<br />Licensee agrees to accept a license subject to the toms and conditions commned herein for the current version of the MUMS sofiware
<br />products identified in Section IV.
<br />2.
<br />Limited Use: The software products listed are licensed for use only for the benefit of die Licensee listed in this Agreement. This
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<br />license is registered for the Licensee's computer system idendfial in Section IV. As long as a current License and Suppon Agreement
<br />is in place, this License maybe transferred to any otherhntdware system used for the benefit of Licensee. Licensee agrees w notify
<br />Licensor prior to transferring the licensed produc is to any other system. The right m transfer this license is included in the cost of this
<br />Agreement The cast for new media or any required wil nieal assistance to accommodate the transfer would be billable charges to the
<br />Licensee.
<br />3.
<br />Confidentiality: The Licensee agrees that the Produces are proprietary to the Licensor and have been developed as a trade secret at the
<br />Licensors expense. The Licensee agrees to keep due software products confidential and use its best efforts to prevent any misuse,
<br />unauthorized use or unauthorized disclosures by any party ofmy or all of the Products or accompanying documentation.
<br />4.
<br />Alodi0callan: The Products may be modified but such nodificadon shall be only for the use on the Licensee's system for which the
<br />Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any proprietary or other interest
<br />in the Products.
<br />5.
<br />Copies: The Licensee may make copies of die licensed Products loot archive purposes only. The Licensee will repeat any proprionry
<br />notice on the copy of die Product The documentation accompanying the product may not be copied except for internal use.
<br />6.
<br />Warranty: Form long as a current sofhvare support agreement is in place, the Licensor will warrant that all MUNISI) softsare
<br />program will operate as described in the brachuret and user manuals of MUMS. Ifa pmgmm fails to operate in the m nner described
<br />within these documents, die Licensor will correct the problem at no charge to due Licensee. IlLicensce has made modificaiee, to the
<br />software programs, Licensor will no longer wamnt the performance of those program, which contain modifications, unless
<br />specifically authorized in wri ting by the Licensor.
<br />Vl.
<br />Terms and Conditions for Support
<br />I.
<br />Scope ar services: MUMS wil l provide the fbl lowing services for the benefit of die Licensee.
<br />m) M UMS shall provide software-related telephone support to the Licensee. Support personnel will accept phone calls during
<br />MUMS's normal working hours (8:00 A.M- to 6:00 P.M, Eastern Standard Time, Monday through Friday) for the term of this
<br />Agreumen, limited to a reasonable number ofcalls ofreasuwble duration. Assistance and support requests, which requim
<br />special assistance from MUNIS's development group, will be taken and directed by support personnel. In the event that support
<br />representatives are unavailable in receive calk, messages will be taken and calls will be resumed within one working day.
<br />h) MUMS will continue to maintain a matter set of the current computer programs an appropriate medin, as well as hmdcopy
<br />printout of source code program and documentation.
<br />c.) MUNIS will maintain staff that is appropriately (mined to be familiar with Licensee's soRware programs That are listed in Section
<br />IV in aide, to render assistance, should it be required.
<br />d.) MUMS will provide Licensee with all program enhancements, modifications or updates that MUNIS may male to the then
<br />Current Release of the program applications covered in this Agreement.
<br />e.) In the ease ofsystem see twma new Release(s), the Licensee wi 11 also be required to pay whatever fees the manufacturer charges
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<br />to MUNIS for die new Release. Licensee understands that and agrees that six (6) months after shipment by MUNIS ofnew
<br />releases. MUNIS shall cease to support the earlier Release and for the balance of the lemt, MUNIS shall support the new
<br />Release.
<br />L) MINIS will make available appropriately mined personnel to provide Licensee addomml mining, program changes, owlysy
<br />consultation, recovery ofdata,conversion, nom coverage maintenance service,cte, billable at the current per diem rate. All
<br />expenses will be billed in accordance with die then correct Tyler Travel Policy.
<br />2.
<br />Limi to [ions and Exdmieos: The support and services of this Agreement do not include the following:
<br />a.) Installation of the Licensed Safiwere, onsac support, applicatun design, and other consulting services, or any support requested
<br />outside ofnormxl business hours.
<br />b.) The Licensee shall be responsible for implementing at its expense, all cluanges to the Current Release Licensee understands that
<br />changes furnished by MUNIS for die Current Sollivare Release am fcrimplem motion in the Current Software Release, ns it
<br />exists without cuslomizatien or Licensee alteration.
<br />3.
<br />Licensee Responsibilities:
<br />a.) The Licensee shall provide, it no charge to MUNIS, full and free access to the programs covered hereunder. workingspnce;
<br />adequate facilities within a reresowble distance from the equipment; and use of machines, attachments, features, or other
<br />equipment necessary to provide the specified support and maintenance service.
<br />To.) The Licensee shall install and maintain for due duration of this Agreement, a modem and associated dial-up telephone line or
<br />other connection method acceptable to MUNIS. The Licensee shall pay for instal lmion, maintenance and use ofsuch equipment
<br />and associated telephone line use charges. MUNIS at its option, shall use this modem and telephone line in connection with enor
<br />correction. Such access by MUNIS shall be subject to prior approval by the Licensee in each instance.
<br />4.
<br />Non-Assignability: The Licensee shall not have the right to assien or transfer its rights hereunder to any party.
<br />5.
<br />Excused Non-Perforsnimer' MUNIS shall nut be responsible for delays in servinng die products covered by this Agreement caused
<br />by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acs of God, or other causes beyond its control.
<br />6.
<br />Limltathmof Llnbility: The liobil iry of MEN IS is hereby limited too claim for a money judgement not evcmding the tool amount
<br />paid by the Licensee for services under dill Agmmw1)L THE LICENSEE SHALL NOT M ANY EVENT BE ENTITLED TO, AND
<br />MUMS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
<br />NATURE, EVEN IF MUMS HAS BEEN ADVISED OF THE POSSIBILD Y OF SUCH DAMAGES, IRRESPECTIVE OF THE
<br />NATURE OF THE LICENSEE'S CLAIM.
<br />VII.
<br />General
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<br />Governing Lam: This agreement shall be govemed by, and construed in accordance with die laws of Client's state of domicile. The
<br />invalidity or menfnreeability crony provisions of this agreement shall not atfm die validity or enforceability of ony other provision.
<br />2.
<br />N ImJdJCndonofthis Cnnlrncm No modifications cramendment of this Agreement shall be effective unless set forth in wrung and
<br />signed by both the Licensee and MUNIS-
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<br />Suspension: Support and services will be suspended whenever Licensee's nccount is thirty rays overdue. Support and services will be
<br />,ciminied when Licunsee's recount is crude rum.L
<br />4.
<br />Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT BET WFEN THE LICENSEE AND MUMS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN,
<br />AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br />SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT.
<br />5.
<br />Trodemarls: MUNIS and the MUNIS Logo are registered trademarks of T,vler Technologies, ho.
<br />Revised 8/10007
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