2009-086 IT - Tax - Property Information Management System Software Vendors, Project Managers, and Transitional Contract Assistance

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6. Term. The term of this Support and License Agreement shall be one year from the date executed by the parties. This Agreement shall automatically renew for subsequent one -year terms ( "Renewal Term ") upon terms and fees as set forth in Exhibit D — Overall Pricing Schedule, and on Schedule A hereto for a combined term of ten (10) years unless terminated earlier pursuant to this License and Support Agreement. 7. Termination. A. Termination By Patriot. In the event Patriot determines it will no longer support the Applications Software, it may terminate this Agreement upon thirty (30) days written notice prior to the end of the Maintenance Agreement to the County. Upon such termination, County may continue to use the Application Software for internal purposes. B. Termination By County. In the event County determines to no longer use the Application Software, it may terminate this agreement upon thirty (30) days written notice to Patriot. Upon such termination County shall immediately cease all use of the Application Software. 8. Confidentiality. County understands and agrees that all Application Software, Modifications, Successor Products, alterations and supporting documentation and materials ,delivered with such software (collectively "Delivered Materials ") are the property of Patriot and that there is a need for maintaining confidentiality regarding such Delivered Materials. The County agrees it will not assign, sub - license, provide, make available, transfer, discuss, or otherwise convey to any person said Delivered Materials. No right to print, copy, or disk copy the Delivered Materials, in whole or part, is granted except as hereinafter expressly provided. The County further agrees to promptly notify all of its employees of the confidentiality required under the terms of this agreement. The licenses granted hereunder prohibit access to any source code, prohibits use by other licensed or unlicensed users, prohibits use by any parties other than the licensee except Patriot Properties, and prohibits any "for profit" uses. County agrees to allow Patriot full access to all relevant hardware, software and material to determine compliance. Patriot will defend, indemnify, and hold the County and its affiliates, employees and agents harmless from and against any and all claims, costs, losses, damages, and expenses (including reasonable attomeys' fees) pursued by a third party, if such claims arise out of or are related to the disclosure of proprietary information provided by Patriot pursuant to the Implementation Services Agreement with Intelligent Information Systems, Inc. { "IIS "), or any third party(s) for the purpose of integrating the software, services and /or deliverables provided by the Patriot or third parties to the County for the purpose of implementing the NCACC Collaborative Property Tax System ( "NCPTS"). 9. Use of Application Software. The license granted under this agreement authorizes the County to use the Delivered Materials on its internal computers for internal use only. County agrees to allow Patriot full access to all relevant hardware, software and material to determine compliance. 10. Discontinuance/Termination. Within one week after the termination of this Support and License Agreement, except such termination provided for in paragraph 7(A) herein, the County will certify to Patriot in writing that the original and all copies, in whole or in part, in any form, including partial copies in modifications, of all Delivered Materials, including the Application Software received from Patriot or made in connection with such license have been destroyed. County agrees to allow Patriot full access to all relevant hardware, software and material to determine compliance.