R2019-87 Resolution Authorizing Annual Service Agreement With Superion, LLC, a Central Square Company

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THIS AGREEMENT is made between SunGard Pubiic Sector Inc, and Gustorner as af the Execution Date. The parties agree as follows: 1.Definitian�. to enable SunGard Public Sector to replicate the deviation an a camputer configuration that is both "Baseline° mea�s the general release camparabte to the Equipment and that is under versian of a Companent System as updated to the SunGard Public Sector's cantrol. particular tirr� in qt�stion thsough both SunGard Public Sector's warranty services and SunGard �xecution D�te" means the latest date Pubfic SecEars Maintenance Prograrrt. but witt�out shown on the signature page of this Agreemen� any ather modification whatsoever. "EauiumenY' rneans a hardware and "Com ent_S}�stem°rneans any one of the systems soft�rare ccnfiguration meeting the cornputer saftware prograrns which is identfied in "Equipment°cri#eria set forth in Exhibit 1. Eachibit 1 as a Component System, including all copies of Source Code, t}bject Code and ail "Exh�it 1° rneans. collective{y: (i) The �elated spe�ificatians, documentation, tech�ical schedule attached to this Agreement wvhich is informaticrn, ar� alt aorcections, modifications, mariced as "Exhib�t 1,° including atl aEtacF�ed additions, improvements and enhancements to Saffware Supplements; and (ri) a�y schedule also and all In#ellectual Property Rights for such marked as"Exhibit 1" (also including any attached C�mpanent Syst�m. Software Supplements} that is attached to any amendment ta this Agreemen� �ther appendices "Confidential Information" means non-pubffc ta this Agreement are numbered sequentially�nd informa�on of a party ta this Agreemen� are a(so"Exhibits." Contidential Information of SunGard Pubiic Sector irtciudes the Soffware. aN software provided with "Inteilec�ual Prcwerkv Rig ts° means ail the Software, and algorithms, metheds, pa#ents, patent rights, patent applicatians, techniques and pracesses revealed by the Source copyrights, capyright registrations, trade secrets, Code af the Sofiware and any sofiware pravided trademarks aad service marks and Confident�al with the Saftware. Confidential Information does Information. not include informatiast that: (i) `ss ar becomes known to the public withaut fault or breach of the "Saftware" means the Component Systems Recipient; (ii} the Disclose� regularty discloses to lis#ed in Exhibit 1. third parties without restrictian on disck�sure; ar {iii) the Recipient obtains from a third party without "Customer Ernuloyees" means: (i) restrictian an disclosure and witlx�ut breach of a Customers empEayees with a need to knaw; and non-disclosure obligation. {ii) third party cansultants engaged by Custamer who have a need ta know, who have been pre- "Deiiverv Add�ess° means the Custamer apprcaved by SunGa�d Pubtic Sectar, and whc�, shipping address set forth in Exhibit 1 as the prior to obtaining access to the Soflware, have Delivery Address. executed a SunGard Public Sector-approved non- disclasure agreement "Delivery Date"means, for each Component System, #he date on wilich S�Gar�d Pub11c Sectar "abject Gc�de" means camputer programs first ships the Component System to the peli�ery assemaled, campiled, or conve�ted #o magnetic or Address F.O.B. SunGard Public Secto�'s place of electronic binary form on software media, which shipment. are readabte ar�t usable by camputer equipment. °D s ser" means the pa�ky pravidir�g its "��,�� me�s the party receiving Con�dentiat Infiarmation to the Recipient. Confidenfial informa�an of the Discloser. "I�efe,�� means a material tieviation "Softwar�Su� Eement" means.Krith respect betwesn the Baseline Component System and its to a Componen#Syrstem, the addendum provided dacurnenta�on, for which Defect Custamer has as part of Exhibit 1 that contains addirional terms, given SunGanf Rublic Sector enaugh in#omnation canditic>ns, timitations andlor other information Page 2 of 26 SPS License�H2O10