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<br /> V. Terms and Conditions for Licensing:
<br /> 1. Grant of License: Upon execution of this Agreement,Licensee is hereby granted the non-exclusive and non-transferable license and
<br /> right to use the cu�rent version of the MUNIS Licensed Programs listed in Section N.,and related materials.This License will also
<br /> cover any additional revisions that Licensor may release during the tenn of tl�is Agreement. The Licensor agrees to extend and the
<br /> Liceusee agrees to accept a license subject to the ternis and conditions contained herein for the current version of the MLJNIS software
<br /> products identitied in Section IV.
<br /> 2. Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this Agreement.This
<br /> license is registered for the Licensee's computer system identitied in Section N.As long as a current License and Support Agreement
<br /> is in place,this License may be transferred to any other hardware system used for the benefit of Licensee. Licensee agrees to notify
<br /> Licensor prior to transferring the licensed products to any other system. The right to transfer this license is included in the cost of this
<br /> Agreement.The cost for ne��media or any required teclv�ical assistance to accommodate the transfer�vould be billable charges to the
<br /> Licensee.
<br /> 3. Contidentiality: The Licensee agrees that tlle Products are proprietary to the Licensor and have been developed as a trade secret at the
<br /> Licensor's expense.The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse,
<br /> unauthorized use or unauthorized disclosures by any party of any or all of the Products or accompanying documentation.
<br /> 4. Moditication: The Products may be modified but such modification shall be only for the use on the Licensez s system for�vhich the
<br /> Products are liceused and shall not cause tlie Licensee or anyone perforn�ing such niodificatiun to gain auy pruprietary or other mterest
<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 internal use.
<br /> 6. �Varranty: For as long as a current software support agreement is in place,the Licensor will warrant that all MLTNIS;�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 /> ��id�in these documents,the Licensor will coirect the problem at no charge to the Licensee. If Licensee has made modifications to the
<br /> sott�vare programs,Licensor will no longer warrant the perfom�ance of those programs,which contain modifications,unless
<br /> specitically authorized in�vrit�ng by the Licensor.
<br /> V1. Terms and Conditions for Support:
<br /> 1. Scope of Services: MUNIS will provide the following seivices far the benefit of the Licensee.
<br /> a.) MUNIS shall provide sofrivare-related telephone support to the Licensee. Support personnel�vill accept phone calls during
<br /> MUNIS's nornial working hours(8:00 A.M.to 6:00 P.M.,Eastern Standard Ti�ne,Monday through Friday)for the term of this
<br /> Agreement,limited to a reasonable nim�ber of calis of reasonaUle 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 iulavailable to receive calls,messages will be taken and calls will be returned�vithin one�vorking day.
<br /> b.) MUNIS�vill continue to maintain a master set of the cwrent computer programs on appropriate media,as well as hardcopy
<br /> printout of source code programs and documentation.
<br /> c.) MUNIS will maintain statf that is appropriately trained to be fainiliar with Licensee's software programs that are listed in Section
<br /> IV in order to render assistance,should it be reyuired.
<br /> d.) MUNIS�vill provide Licensee�vith all program enhancements,modifications or updates that MUNIS may�nake to the then
<br /> Cun�ent Release of the program applications covered in this Agreement.
<br /> e 1 In the case of svatem software new Release(s),the Licensee�vill also be required to pay whatever fees the manufacturer charges
<br /> to MUNIS for the ne�v Release. Licensee understands that and agrees that six(6)months after shipment by MUNIS of ne�v
<br /> Releases,MCJNIS shall cease to support the earlier Release and for the balance of tlie teml,MUN(S 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 of data,conversion,non-coverage maintenance service,etc.,billaUle at the current per diem rate.
<br /> ?. 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 norn�al business hours.
<br /> b.) The Licensee shall be responsible for implementing at its expense,all changes to the Cw-rent Release. Licensee understands that
<br /> changes furnished by MLTNIS for the Cw-rent Sottware Release are for implementation in the Current Software Release,as it
<br /> esists without customization or Licensee alteratioi�.
<br /> 3. Licensee Responsibilities:
<br /> a.) The Licensee shall provide,at no charge to MUN1S,full and free 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 MLTNIS.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 /> -1. Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
<br /> �. 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,tire,power failure,acts of God,or other causes beyond its control.
<br /> 6. Limitation of Liabilitv: The liability of MUNIS is hereby limited to a claim for a money judgement not exceeding the total amount
<br /> paid hy the Luensee for sen ices 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 MUN1S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,IRRESPECTIVE OF THE
<br /> NATURE OF THE L[CENSEE'S CLAIM.
<br /> �'II. General
<br /> l. Coverning La�v: This agreement shall Ue governed by,and constnied in accordance with the laws of Client's state of domicile. The
<br /> invalidity or unenf��rceab�lity of any provisions of this agreement shall not affect the validity or enforceability of any other provision.
<br /> 2. Nloditication of this Contracr No modifications or amendment of this Agreement shall be effective unless set forth in writing and
<br /> signed by both the Licensee and MUN[S.
<br /> 3. Suspension: Support and services�vill be suspended�vhenever Licensee's account is thirty days overdue. Support and services will be
<br /> reinstated when Licensee's account is made cwrent.
<br /> 4. Entire Agreement: THIS AGREEMGNT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br /> AGREEMENT BETWEET THE LICENSEE AND MUNIS WHICH SL�pERSEDES ALL PROPOSALS,ORAL OR WRITTEN,
<br /> AND OTHER COMMUNICAT[ONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br /> SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT.
<br /> 5. Trademarks: MUNIS and the MUNIS Logo are registered trademarks of Tyler Technologies,Inc.
<br /> Revised 8/4/2006
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