R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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(Quoted to:�Ci f catur _ Attention:'Ge� rard J. Bauer __ � Contract# M N4691-13� � �---- 1 Section E-Third Party Product Agreement 1.Agreement to Liceuse ar Seli third party products.For the price set forth in the Investment Summary(Hardware&System Software),MUNIS agrees to license or sell and deliver to Client,and Client agrees to aceept from MiJNIS the third party producu set forth in the Tmestment Summary. 2.License of Third Party Software Products a)Upon C1ienYs payment for the third party soflware producis listed in the Investment Summary,for the license fees set forth in the Investment Summary,MITNIS shall grant to Client and Client shall accept from MiiNIS a non-exclusive,nontransferable,nonassignable license to use the third party soltivaze products and accompanying documentatian and related materials for intemal business purposes of Client,subject to the conditions and limitations in this section b)Ownership of the third party software products,accompanying documentation and related materials,shall remain witfi the third party manufacturer or supplier. � c)The right to transfer this license Lo a replacement hardware system is governed by the Third Party.The eost for new media or any required technica(assistanee to accommodate the transfer would be billable chazges to Client.Advance written notice of any such transfer shall be provided to MUNIS. d)Client agrees that the third party soft�uare products aze proprietary to the third party manufacturer or supplier and have been developed as a uade secret at the third-party's expense.Client agrees to keep the software products confidential and use its best efforts to prevent any misuse,unauthorized use or unautharized disctosures by any party of any or all of the third party softwaze products or accompanying documentation. e)Client shall not perform decompilatioq disassembly,translation or other reverse engineering on the soi�ware products. �Client may make copies of the software products for azchive purposes only.Client will repeat any proprietary notice on the copy of the software products.The documentation accompanying the softwaze products may not be copied except for internal use 3.Price.Client agrees to pay IvIUNIS and MUNIS agrees to accept from Client as payment in full for the third party products,the price set forth in the Investment Summazy at the following manner. a)Twenry-five percent(25%)of the price of all third party products listed in the Investment Summary upon execution of this Agreement;and b)The remaining balance of the price of each item detivered to Client upoa delivery of each product. c)In the event of any disputed invoice,Client shall provide written notice of such disputed invoice to Attention:MiJNIS Chief Financial O�cer at the address listed on ttie cover of this Agreement. Such written notice shall be provided to IvIUNIS within fifteen(15)calendaz days of ClienYs receipt ofthe invoice.An additional fifteen(15}days is allowed for the Client ta provide written clarifcatian and details for the disputed invoice. MUNIS shall provide a written response to Client that shall inelude either a justification oF the invoice or an exp(anation of a�adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by MUNIS and Clieat to resolve any issues presented in ClienYs�tification to MUNIS. Client may withhold payment of only the amount actaalty in dispute until IvfUNi$provides the required written response,and full payment shall be remitted to MUNIS upon MUNIS'comptetion of all material action steps required to remedy the disputed manner.Notwithstancling the£oregoing sentence,if MUNIS is unable to compfete afl material action steps required to remedy the disputed manner because Client has not completed the action steps xequired of ihem,Client shall remit fu(1 payment of the invoice. d)Any invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixty(60)calendaz days,MiJNIS reserves the right to suspend delivery of all services under the Invest►nent Summary,the Softwaze License Ageement,the Professional Services Agreement, the Maintenance Agreement and this Third Party Product Agreement. A.Costs and Taxes. a)Unless oYherwise indicated in the Investment Summary,the price includes costs for shipment of and insurance while in transit£or the third parry products from the supplier's place of manufacture to C1ienYs site. b)The price listed in the Investment Summary dces not include any ta�c or other govemmental impositions including,without limitation,sales,use or exoise tas.Atl applicable sales tax,use ta�c or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MtJNIS on demand in the event that MUNIS is responsible or demand is made on MLTNIS for the payment thereof. If taat exempt, Client must provide MUNIS witt�Client's taac exempt number or form. 5.F.O.B.Point Delivery of each third party product shall be F.O.B.Client's site. 6.Schednle oC Delivery.De(ivery of each third party product shall take place according to mutually agreeable schedule,but M[JNIS shall not be liable for failure to meet the agreed upon schedule if,and to the extent,said failure is due to causes beyond the control and without the fault of 1vIUNIS. , 7.Installation and Acceptanee. . a)If itemized in the Investment Summary,the price includes installation of the third party produeu. Upon the completion of installation,Ctient shall obtain from the installer a certifieation of completioq or similaz document, i which certification or similar document shall constitute ClienPs acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects,fraud,such gross mistakes as amount to fraud and rights and remedies available to Client under the pazagraph hereof entitled Warranties. � 13 of 14