R2017-130 Agency Access Agreement with CIRDC and the City

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AGENCY ACCESS AGREEMENT among City of Decatur 333 S. Franklin Street Decatur, IL 62523 And Central Illinois Regional Dispatch Center(CIRDC) 141 S. Main Street Decatur, IL 62523 and Superion, LLC 1000 Business Center Drive Lake Mary, FL 32746 City of Decatur, IL("Licensee")and Superion, LLC formerly SunGard Public Sector Inc. ("Superion")entered into that Contract and Agreement dated October 24, 2011 ("Licensee Agreement"). Central Illinois Regional Dispatch Center(CIRDC), IL("Accessor")desires to obtain access to and a limited right of use from Licensee for certain software licensed by Licensee under the Licensee Agreement(the"Accessed Software"). In order that Accessor obtain such limited right of access and use, Superion, Licensee and Accessor are entering into this Agreement(the"Access Agreement"). Accordingly, the parties, intending to be legally bound, agree as follows: 1. Limited Right of Access. Superion grants Licensee permission to allow Accessor to have access to - Licensee's instance of the Accessed Software, subject to the terms, conditions and restrictions provided for in this Access Agreement. The Accessed Software consists of the following: All Component System Software licensed to City of Decatur 2. Right of Termination. Superion has right to terminate this Access Agreement, and accordingly, Accessor's access to the Accessed Software, upon any breach of this Access Agreement. To terminate this Access Agreement, Superion will provide notice of such breach to Licensee and Accessor (as appropriate), and the breaching party will have thirty (30) days from the date of such notice to cure such breach. If such breach is not cured to Superion's reasonable satisfaction by the expiration of such thirty (30) day period, then this Agreement will be deemed terminated at the expiration of such thirty (30) day period, and thereupon, Accessor's right to access the Accessed Software will be deemed terminated,without any further action by any party. 3. Accessor Software Constitutes Confidential Information of Superion. Accessor acknowledges and agrees that Accessed Software constitutes confidential, proprietary information of Superion, and is and will remain the sole property of Superion. Accessor agrees that it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of components of Accessed Software. Accessor shall hold in confidence the Superion proprietary information for its benefit and internal use only by its employees on a strict "need to know" basis. (Continued on following page) Page 1 of 2