R2022-64 Resolution Authorizing Annual Service Agreement with Superion, LLC, a Central Square Company

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THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1.Definitions. to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both "Baseline" means the general release comparable to the Equipment and that is under version of a Component System as updated to the SunGard Public Sector's control. particular time in question through both SunGard Public Sector's warranty services and SunGard "Execution Date" means the latest date Public Sector's Maintenance Program, but without shown on the signature page of this Agreement. any other modification whatsoever. "Equipment" means a hardware and "Component System" means any one of the systems software configuration meeting the computer software programs which is identified in "Equipment"criteria set forth in Exhibit 1. Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all "Exhibit 1" means, collectively: (i) The related specifications, documentation, technical schedule attached to this Agreement which is information, and all corrections, modifications, marked as "Exhibit 1," including all attached additions, improvements and enhancements to Software Supplements; and (ii) any schedule also and all Intellectual Property Rights for such marked as"Exhibit 1" (also including any attached Component System. Software Supplements) that is attached to any amendment to this Agreement. Other appendices "Confidential Information" means non-public to this Agreement are numbered sequentially and information of a party to this Agreement. are also"Exhibits." Confidential Information of SunGard Public Sector includes the Software, all software provided with "Intellectual Prope Rights" means all the Software, and algorithms, methods, patents, patent rights, patent applications, techniques and processes revealed by the Source copyrights, copyright registrations, trade secrets, Code of the Software and any software provided trademarks and service marks and Confidential with the Software. Confidential Information does Information. not include information that: (i) is or becomes known to the public without fault or breach of the "Software" means the Component Systems Recipient; (ii) the Discloser regularly discloses to listed in Exhibit 1. third parties without restriction on disclosure; or (iii) the Recipient obtains from a third party without "Customer Employees" means: (i) restriction on disclosure and without breach of a Customer's employees with a need to know; and non-disclosure obligation. (ii) third party consultants engaged by Customer who have a need to know, who have been pre- "Delivery Address" means the Customer approved by SunGard Public Sector, and who, shipping address set forth in Exhibit 1 as the prior to obtaining access to the Software, have Delivery Address. executed a SunGard Public Sector-approved non- disclosure agreement. "Delivery Date"means, for each Component System, the date on which SunGard Public Sector "Object Code" means computer programs first ships the Component System to the Delivery assembled, compiled, or converted to magnetic or Address F.O.B. SunGard Public Sectors place of electronic binary form on software media, which shipment. are readable and usable by computer equipment. "Discloser" means the party providing its "Reci " means the party receiving Confidential Information to the Recipient. Confidential Information of the Discloser. "Defect" means a material deviation "Software Sup len ment" means, with respect between the Baseline Component System and its to a Component System, the addendum provided documentation, for which Defect Customer has as part of Exhibit 1 that contains additional terms, given SunGard Public Sector enough information conditions, limitations and/or other information Page 2 of 26 SPS ueeMe 71112010