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