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<br />V.
<br />Terms and Conditions for Licensing:
<br />I.
<br />Grant of License: Upon execution of this Agreement, Licensee is hereby granted the non-exclusive and nontransferable license and
<br />right to use the current version of the MUMS Licensed Pmgmms listed in Section N, and related materials. This License will also
<br />cover any additional revisions that Licensor may release during the term oftha Agreement The Licensor agrees to extend and die
<br />Licensee agrees to accept a license subject to the terms and conditions contained herein for the current version afthe MUNIS software
<br />products identified in Section W.
<br />2.
<br />Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this Agreemeat. This
<br />license is registered for the Licensee's computer system identified in Section W. As long as a current License and Support Agreement
<br />is in place, this License may be transferred to any other hardware system tired for the benefit of Licensee. Licensee agrees to notify
<br />Licensor prior to imnsferring the licensed produces to any other system The right to transfer this license is included in the cost ofdhis
<br />Agreement. The Cost for new media or any required technical assistance to accommodate the transferwedd be billable charges to the
<br />Licensee.
<br />3.
<br />Cinfideadudry: The Licensee agrees Chat Cie Products am pmprielary to die Licensor and have been developed as a trade 5econ at the
<br />Licensees expense. The Licensee agrees to keep the software products confidential and use is best efforts to prevent any misuse,
<br />unauthorized use or unauthorized disclosures by any party of any or all of the Products or accompanying documentation.
<br />d,
<br />Modification: The ?.does may be modified but such modification shall be only for the use on the Licensee's system for which lie
<br />Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any proprieucry or other interest
<br />in die Products.
<br />5.
<br />Copies: The Lbmnsec may make copies ofttm licensed Products for arthive purposes only. The Licensee will repeat any proprietary
<br />notice on the copy of die Product. The docernenuction accompanyine the product may not be copied except for internal use.
<br />6.
<br />Warranty: For as long as a current software support agreement am place, die Licensor will warrant that all?,RMS® software
<br />programs will operate as described in the brochures and user manuals of MUMS. ifn program fails to operate in the manner described
<br />within these documents, the Licensor will correct lie problem at no charge to the Licensee. If Licensee has made modifications to the
<br />software programs, Licensor will no longer warrant the performance of these pragraas, which contain modifintioihs, unless
<br />specifically authorized in writing by the Licensor.
<br />VI.
<br />Terms and Conditions for Support:
<br />1.
<br />Scope ofSerices: MUMS ivill provide die following services for die benefit ofthe Licensee.
<br />aJ MUMS shall provide software-related telephone support in lie Licensee. Support personnel will accept phone calls during
<br />MUMIS's normal working hours (8:00 AM. to 6:00 P.M, Eastern Standard Time, Monday dar ugh Friday) for the term ofthis
<br />Agreement, limited to a reasonable number ofcalls ofneasanabie duration. Assistance and support requests, which require
<br />special assistance farm MUMS's development group, will be taken and dircumd by support personnel. In the event Chat support
<br />representatives are unavailable to receive cal is, messages will be taken and calls will be returned within one wording day.
<br />C.) M UMIS wiil continue to maintain a matter set o Rte current computer program an appropriate media, as well as hardcopy
<br />printout of source code programs and documentation.
<br />c.) MUNIS will maintain staR[hot is appropriately trained to be familiarwith Licensee's softvare fragments that are listed in Section
<br />IV in order to render assistance, should it be required
<br />d.) MUMS will provide Licensee with all program cal an¢mens, modifications or updates dud MUMS may mall to the then
<br />Current Release Df die fragment applications covered in this Agee rent.
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<br />e.) In the case of system software new Release(s), die Licensee will also be required to pay whatever fees the manufacrtuer charges
<br />to MUNISforthenew Release. Licensee understands that mid agrees that six (6) months after shipment by MUMS of=v
<br />Releases, MUMS shall tease to support the endier Release and for the balance of the term, MUMS shall support the new
<br />Release.
<br />f) MUMS will nuke available oppmpr ianly trained personnel to provide Licensee additional training, program changes, analysis,
<br />construction, recovery ofdauc, conversion, nun-coverage maintenance service, ere., billable at die current per diem rare. All
<br />expenses will be billed in ancodin n with the then current Tyler Travel Policy.
<br />2,
<br />Limitations and EXCImIum: The suppon and services ofthis Agreement do not include the following:
<br />a.) Installation of die Licensed Software, onsite support, application design, and otter consulting services, or any support requested
<br />outside of normal business hours.
<br />b,) The Licensee shall be responsible for implementing to is expense, nil changes to the Current Release. Licensee understands dint
<br />changes furnished by MUMS for the Cartoon SoTtvore Release are for implunenmrion in lie Current Se ftaare Release, m it
<br />exists without cast on.ization ar Licensee albmdimn
<br />3.
<br />Licensee Responsibilides:
<br />a.) The Licensee shall provide, at no chharge to MUINIS, PoII and free access to the programs covered hereunder. worldngspace;
<br />adequate facilities within it reasonable distance Earn the equipmenq and use of machines, Miclarms, features, or other
<br />equipment necessary to provide the specified support and maintenance service.
<br />b.) The Licensee shall install and maintain for the duration of this Agreement, a modem and associated dial-up telephone line or
<br />other eonneedon method acceptable Co MUNIS. The Licensee shall pay for installation, maintenance and use ofsuch equipment
<br />and associated telephone line use charges. MUMIS at is option shall me this modem and telephone line in connection with error
<br />correction. Such access by MUMS shall be subject to priorapproval by the Licensee in each instance.
<br />4.
<br />Non-Assignability: The Licensee shall not have the right to assign or transfer is right; hereunder to any party.
<br />5.
<br />Escteed Non-Performance: MUMS shall not be responsible for delays in servicing the produces covered by this Agreement caused
<br />by strikes, lockouts, riots, epidemic, war, government regulation; 6rc, power failure, acs of God, or other causes beyond is control.
<br />6.
<br />Limitation of Liability: The Habit ity ofM UNIS is hereby limited to a claim far a money judgement not exceeding the total amount
<br />paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN A, FY EVENT BE ENTITLED TO, AND
<br />MUMS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
<br />NATURE, EVEN IF MUNIS HAS BEEN ADVISED Or THE POSS I BWTY OF SUCH DAMAGES, IRRESPECITVE OF TILE
<br />NATURE OF TI IZ LICENSEE'S CLAIM,
<br />VU.
<br />Central
<br />1.
<br />Governing Law: This cgreemenl shall be governed by, and construed in accordance with the laws of Client's slate ofdomicile. The
<br />invalidity or unenforcesda0 ty army provisions of this agreement shall not affect the validity or enforceability of any other provision.
<br />1
<br />Modificurlonuftbis Contract. No modifiralions oramendmem ofthis Agreemen[shall be efTecfive unless set forth in writing and
<br />signed by both the Licensee and MUMS.
<br />3.
<br />Suspension: Support and services will be suspended whenever Licensee's account is thirty days ovedue. Support and services will be
<br />reinstated when Licensee's account is made current
<br />4.
<br />Entire Agreement THIS AGREEMENT CONSTITUTES T14E COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT BETWEEN THE LICENSEE AND MUMIS 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 />Trademarks: MUMIS and the MUMS Logo are registered mdematks of Tyler Technologies, Inc.
<br />Revised 8/I/2007
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