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<br />unauthorized use or unauthorized disclosures by any party of any oral I of the Products or accompanying documentation.
<br />4. Modification: The Products may be modified but such modification shall be only for the use on the Licensee's system for which the 031
<br />Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any propri etary or other interest
<br />in the Products.
<br />5. Copies: The Licensee may make copies of the licensed Products for archive purposes only. The Licensee will repeat any proprietary
<br />notice on the copy of the Product The documentation accompanying the product may not be copied except for intemal use.
<br />6. Warranty: For as long as a current software support agreement is in place, the Licensor will warrant that all MUNIS® software
<br />programs will operate as described in the brochures and user manuals of MUNIS. If a program fails to operate in the manner described
<br />within these documents, the Licensor will correct the 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 those programs, which contain modifications, unless
<br />specifically authorized in writing by the Licensor.
<br />VI. Terms and Conditions for Support:
<br />1. Scope of Services: MUNIS will provide die following services for the benefit of the Licensee.
<br />a.) MUNIS shall provide software- related telephone support to the Licensee. Support personnel will accept phone calls during
<br />MUNIS's normal working hours (8:00 A.M. to 6:00 P.M., Fastem Standard Time, Monday through Friday) for die term of this
<br />Agreement, limited to a reasonable number of calls of reasonable duration. Assistance and support requests, which require
<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 to receive calls, messages will be taken and calls will be retumed within one working day.
<br />b.) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as hardcopy
<br />printout of source code programs and documentation.
<br />c.) MUNIS will maintain staff that is appropriately trained to be familiar with Licensee's software programs 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 enhancements, modifications or updates that MUNIS may make to the then
<br />Current 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 MUNIS for the new Release. Licensee understands that and agrees that six (6) months after shipment by MUNIS of new
<br />Releases, MUNIS shall cease to support the earlier Release and for the balance of the term, MUNIS shall support the new
<br />Release.
<br />f) MUNIS will make available appropriately trained personnel to provide Licensee additional training, program changes, analysis,
<br />consultation, recovery oC(lata, conversion, non - coverage maintenance service, etc., billable at the current per diem rate. All
<br />expenses will be billed in accordance with the then current Tyler Travel Policy.
<br />2. Limitations and Exclusions: The support and services of this Agreement do not include the following:
<br />a.) Installation of the Licensed Software, onsite support, application design, and other consulting services, or any Support requested
<br />outside of normal business hours.
<br />b.) The Licensee shall be responsible for implementing at its expense, all changes to the Current Release. Licensee understands that
<br />changes famished by MUNIS for the Current Software Release are for implementation in the Current Software Release, as it
<br />exists without customization or Licensee alteration.
<br />3. Licensee Responsibilities:
<br />a.) The Licensee shall provide, at no charge to MUNIS, full and Gee access to the programs covered hereunder: working space;
<br />adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, 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 connection method acceptable to MUNIS. The Licensee shall pay for installation, maintenance and use of such equipment
<br />and associated telephone line use charges. MUNIS at its option, shall use this modem and telephone line in connection with error
<br />correction. Such access by MUNIS shall be subject to prior approval by the Licensee in each instance.
<br />4. Non- Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any parry.
<br />5. Excused Non- Performance: MUNIS shall not be responsible for delays in servicing the products covered by this Agreement caused
<br />by strikes, lockouts, riots, epidemic, war, government regulations, fire, power failure, acts of God, or other causes beyond its control.
<br />6. Limitation of Liability: The liability of MUNIS is hereby limited to a claim for a money judgement not exceeding the total amount
<br />paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN ANY 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 OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE
<br />NATURE OF THE LICENSEE'S CLAIM.
<br />VII, General
<br />L Governing Law: This agreement shall be governed by, and construed in accordance with the laws of Client's state of domicile. The
<br />invalidity or uncnfareeability of any provisions of this agreement shall not affect the validity or enforceability orally other provision.
<br />2. Modification of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth in writing and
<br />signed by both the Licensee and MUNIS.
<br />1 Suspension: Support and services will be suspended whenever Licensee's account is thirty days overdue. Support and services will be
<br />reinstated when Licensee's account is made current.
<br />4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT BETWEEN TIME LICENSEE AND MUNIS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN,
<br />AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br />SERVICE OF TI IE PRODUCTS COVERED BY THIS AGREEMENT.
<br />5. Trademarks: MUNIS and the MUNIS Logo are registered trademarks of Tyler Technologies, Inc.
<br />Revised 8/1/2007
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