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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 current version of the MLINIS Licensed Programs listed in Section IV.,and related materials.This License will also
<br /> cover any additional revisions that Licensor may release during the term of this Agreement. The Licensor agrees to extend and the
<br /> Licensee agrees to accept a license subject to the terms and conditions contained herein for the current version of the MUNIS software
<br /> products identified 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 identified in Section IV.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 transfening 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 new media or any required technical assistance to accommodate the transfer would be billable charges to the
<br /> Licensee.
<br /> 3. Confidentiality: The Licensee agrees that the 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. Modification: The Products may be modified but such modificarion shall be only for the use on the Licensee's system for which the
<br /> Products are licensed and shall not cause the Licensee or anyone perfornung such modification to gain any proprietary or other interest
<br /> iu the Frudacts.
<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 intemal use.
<br /> 6. Warranty: For as long as a current software support agreement is in place,the Licensor will warrant that all MiJNIS�software
<br /> programs will operate as described in the brochures and user manuals of MiJNIS.If a program fails to operate in the manner described
<br /> within these documents,the Licensor will correct the problem at no chazge to the Licensee. If Licensee has made modifications to the
<br /> software programs,Licensor will no longer warrant the perfomiance of those programs,which contain modifications,unless
<br /> specifically authorized in writing by the Licensor.
<br /> VI. Terms and Conditions for Support:
<br /> 1. Scope of Services:MUNIS will provide the following services for the benefit of the Licensee.
<br /> a.) MLJNIS shall provide software-related telephone support to the Licensee. Support personnel will accept phone calls during
<br /> MLINIS's normal working hours(8:00 A.M.to 6:00 P.M.,Eastem Standazd Time,Monday through Friday)for the term of this
<br /> Agreement,limited to a reasonable number of calls of reasonable 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 unavailable to receive calls,messages will be taken and calls will be retumed within one working day.
<br /> b.) MLINIS will continue to maintain a master set of the current computer programs on appropriate media,as well as hardcopy
<br /> printout of source code programs and documentation.
<br /> c.) MLJNIS will maintain staff that is appropriately trained to be familiar with Licensee's software programs that are listed in Section
<br /> N in order to render assistance,should it be required.
<br /> d.) MtJNIS will provide Licensee with all program enhancements,modifications or updates that MLJNIS may make to the then
<br /> Current Release of the program applications covered in this Agreement.
<br /> e.) MUNIS will make available to the Licensee new release(s)of the Software listed on the reverse side which the Licensee may
<br /> obtain by paying the then existing media,documentation,shipping and handling fees. In the case of system soitware new
<br /> Release(s),the Licensee will also be required to pay whatever fees the manufacturer charges to MLJNIS for the new Release.
<br /> Licensee understands that and agrees that six(6)months after shipment by MiJNIS of new Releases,MLJNIS sha11 cease to
<br /> support the earlier Release and for the balance of the term,MLJNIS shall support the new Release.
<br /> £) MLJNIS will make available appropriately trained personnel to provide Licensee additional training,program changes,analysis,
<br /> consultarion,recovery of data,conversion,non-coverage maintenance service,etc.,billable at the current per diem rate.
<br /> 2. Limitations and Exclusions: 'The support and services of this Agreement do not include the following:
<br /> a.) Installation of the Licensed Software,onsite support,applicarion design,and other consulting services,or any support requested
<br /> outside of normal business hours.
<br /> b.) The Licensee shall be responsible for implementing at its expense,all changes to the Current Release. Licensee understands that
<br /> changes furnished by MUNIS for the Current Software Release are for implementation in the Current SoRware Release,as it
<br /> exists without customization or Licensee alteration.
<br /> 3. Licensee Responsibilities:
<br /> a.) The Licensee shall provide,at no charge to MCJNIS,full and free access to the programs covered hereunder:working space;
<br /> adequate facilities within a reasonable distance from the eyuipment;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 MUNIS.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 MiJNIS shall be subject to prior approval by the Licensee in each instance.
<br /> 4. Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
<br /> 5. 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,fire,power failure,acts of God,or other causes beyond its control.
<br /> 6. Limitatior.of L'eability� The liabi'.ity of�:T r?�,TTS is hereby limited tr.,a c�aim for a money iedg.emen±.^.ot exceed�nb the ta±�?�.mc�in±
<br /> paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITLED TO,AND
<br /> MLINIS SHALL NOT BE LIABLE FOR,INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQLJENTIAL DAMAGES OF ANY
<br /> NATURE, EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,IRRESPECTNE OF THE
<br /> NATURE OF THE LICENSEE'S CLAIM.
<br /> VII. General
<br /> 1. Governing Law: This agreement shall be govemed by,and construed in accordance with the laws of Client's state of domicile. The
<br /> invalidity or unenforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision.
<br /> 2. Modification of this Contract: No modifications or amendment of this Agreement shall be effective unless set forth in writing and
<br /> signed by both the Licensee and MiJNIS.
<br /> 3. Suspension: Support and services will be suspended whenever Licensee's account is thirty days overdue. Support and services will be
<br /> reinstated when Licensee's account is made current.
<br /> 4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSNE STATEMENT OF THE
<br /> AGREEMENT BETWEEN THE LICENSEE AND MUNIS WHICH SUPERSEDES ALL PROPOSALS,ORAL OR WRITTEN,
<br /> AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br /> SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT.
<br /> 5. Trademarks: MUNIS and the MLJNIS Logo are registered trademarks of Tyler Technologies,Inc.
<br /> Revised 2/3/2005
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