R2016-60 AUTHORIZING ANNUAL SERVICE AGREEMENT - Sungard Public Sector

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� subject to the limitations set forth in Section 16 of AGREEMENT IS FOUND TO HAVE FAILED OF � this Agreement, Customer may pursue its remedy iTS ESSENTiAL PURPOSE, AND at law to recover direct damages resulting from REGARDLESS OF WNETHER CUSTOMER HAS the breach of this limited warranty. These ACCEPTED ANY SOFTWARE OR SERVtCE remedies are exclusive and are in fieu of all other UNDER THIS AGREEMENT. remedies, and SunGard Public Sector's sole obligations for breach of this limited warranty are g, Confidential Information. Except as contained in this Section 7(a). otherwise permitted under this Agreement, the Recipient will not knowingly disctose to any third (b) Disclaimer of Warrantv. The limited party, oc make any use of the Discloser's warranty in Section 7(a) is made to Customer Confidential information. The Recipient will use at exclusively and is in lieu of all other warranties. Ieast the same standard of care to maintain the SUNGARD PUBLIC SECTOR MAKES NO confidentiality of the Discloser's Confidential OTHER WARRANTIES WHATSOEVER, fnformafion that it uses to maintain the EXPRESS OR IMPLIED, WITH REGARD TO confidenfiality of its own Confidenfiaf Informafi�n ANY SERVICES PROVIDED UNDER THlS of equal importance. Except in connection with AGREEMENT AND/OR THE SOFTWARE, IN the Software and any software provided with the WHOLE OR lN PART. SUNGARD PUBLIC Software, the non-disclosure and non-use SECTOR EXPLICITLY DISCLAtMS ALL obligations of this Agreement will remain in full WARRANTIES OF MERCHANTABILITY AND OF force with respect to each item of Confidential FITNESS FOR A PARTICU�AR PURPOSE. information for a period of ten (10) years after SUNGARD PUBLIC SECTOR EXPRESSLY Recipient's receipt of that item. However, DOES NOT WARRANT THAT THE SOFTINARE, Customer's obligations to maintain both the IN WHOLE OR 1N PART, VlIII.L BE ERROR Software and any software provided with the FREE, WILL OPERATE WITHOUT Software as confidential will survive in perpetuity. 1NTERRUPTION OR WILl. BE COMPATIBLE 9 �ndemnitV bv SunGard Pubfic Sector. WITH ANY HARDWARE OR SOFTWARE SunGard Public Sector will defend, indemnify and � , OTHER THAN THE EQUIPMENT. CUSTOMER hold Customer harmless from and against any \ WANES ANY CLAIM THAT THE LIMITED �oss, cost and expense that Customer incurs WARRANTY SE7 FORTH IN SECTION 7(A) OR because of a claim that use of a Baseline THE REMEDY FOR BREACH OF SUCH Component System infringes any United States LIMITED WARRANTY FAILS OF !TS copyright of others. SunGard Public Sector's ESSENTIAL PURPOSE. obligations under this indemnification are c Abro ation of Limited Warrantv. The expressly conditioned on the following: (i) ( ) g Customer must promptly notify SunGard Public limited warranty in Section 7(a) will be null and Sector of any such claim; (ii) Customer must in void if: (i) anyone (including Customer) other than Writing grant SunGard Public Sector sole control of SunGard Public Sector modifies the Baseline the defense of any such claim and of all Component System; or (ii) Customer does not negotiations for its settlement or compromise (if implement changes that SunGard Public Sector Customer chooses to represent its own interests provides to correct or improve the Baseline in any such acfion, Customer may do so at its own Component System. If despite any modification of expense, but such representation must not the Component System, SunGarci Public Sector Prejudice SunGard Public Secfor's right to control can replicate the reported problem in the Baseline the defense of the claim and negotiate its Component System .as if the problem were a settlement or compromise); (iii) Customer must Defect, then SunGard Public Sector w�� cooperate with SunGard Public Sector fo facifitate nonetheless provide Customer with an avoidance the settlement or defense of the claim; (iv) the procedure for or a correction of that reported claim musi not arise from modifications or (with problem for use in the Baseline Component the express exception of the other Component System as though the reported problem were a Systems and third party hardware and software Defect. specified by SunGard Public Sector in writing as (d) FAILURE OF ESSENTIAL PURPOSE. �ecessary for use with the Software) from the use or c�mbination of products provided by SunGard THE PARTIES HAVE AGREED THAT THE Public Sector with items provided by Customer or � LIMITATIONS SPECIF{ED !N SECTIONS 7 AND others. If any Component System is, or in � 76 W1LL SURVIVE AND APPLY EVEN IF ANY SunGard Pubfic Sector's opinion is likely to LIMITED REMEDY SPECIFIED IN THIS become, the subject of a United States copyright Page 5 of 26 SPS License 7l1l2010