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Remarkable fecbrlo/ogy. Realistic price. <br />OR IMPLIED, INCLUDING, BUT NOT L]MITED <br />TO, THOSE CONCERNING MERCHANTABILITY <br />AND FITNESS FOR A PARTICULAR PURPOSE. <br />9. CORRECTION OF E ORS UNDER THE <br />WARRANTY. During the period the Licensed Program <br />is under warranty, the sole obligation of DPSI will be to <br />correct technical errors or defects in the Licensed <br />Program, of which Client notifies DPSI or its authorized <br />agent, in writing, so that the Licensed Program will <br />perform as described in the Licensed Materials. The <br />service will be rendered without charge to Client. <br />10. PROPERTY RIGHTS AND INDEMNIFICATION. <br />DPSI warrants that it is the sole owner of the Licensed <br />Program and Materials, free and clear of any liens and <br />encumbrances, and that it has the right to grant a license <br />to the Licensed Program and Materials. DPSI agrees to <br />indemnify Client against any third party claims brought <br />against it based upon infringement of a copyright, <br />patent, or trade secret held by such third party arising <br />out of the possession or use of the Licensed Program <br />and Materials. <br />11. COPYRIGHT NOTICE. Client shall maintain the <br />copyright notice of DPSI on the Licensed Program and <br />Materials and shall reproduce such notice on any copies <br />in whole or in part of the Licensed Program and <br />Materials. Client acknowledges that the Licensed <br />Program and Materials are the proprietary information <br />and trade secret of DPSI. <br />12. ACKNOWLEDGMENT OF NO ENHANCEMENT <br />RIGHTS. Client agrees that any enhancement to the <br />Licensed Program that is solely related to the <br />maintenance management function of the software and <br />that is developed by Client with advice or support by <br />DPSI, its authorized agent, or by DPSI for Client, <br />whether or not reimbursed by Client and whether or not <br />developed in conjunction with Client's employees or <br />agents, shall be the exclusive property of DPSI. Client <br />further agrees that enhanced versions of the Licensed <br />Program do not constitute a program different from the <br />Licensed Program, and as such, fall under the other <br />terms and conditions of this Agreement. <br />13. SECURITY AND CONFIDENTIALITY. Client <br />acknowledges that the Licensed Program and Materials <br />contain proprietary and confidential information. Client <br />will not disclose or show the Licensed Program and <br />Materials, or any part thereof, to anyone for any purpose <br />other than for usage in support of Client's business <br />except as permitted by DPSI for demonstration purposes <br />• or as provided for in a separate Remarketing Agreement <br />SOFTWARE LICENSE AGREEMENT <br />between Client and DPSI. Client will use all reasonable <br />precautions and take all necessary steps to prevent the <br />Licensed Program and Materials from being acquired by <br />unauthorized persons. <br />DPSI acknowledges that Client is a North Carolina local <br />governmental entity and as such is subject to North <br />Carolina Public Records Laws. In the event DPSI <br />claims that information, records, documents, or things <br />created for, used in, or related to the performance of this <br />Agreement are Proprietary in nature and therefore not <br />subject to Disclosure under North Carolina Public <br />Records Laws DPSI shall identify in writing those <br />records, documents, or things prior to the <br />commencement date of this Agreement. <br />Should a public records request be made for information <br />the DPSI claims is Proprietary in nature, Client will, <br />within a reasonable time, notify DPSI of such public <br />records request. DPSI shall, within five (5) business <br />days of said notification provide Notice that it does or <br />does not object to the Client disclosing the requested <br />information pursuant to the subject public records <br />request. <br />If DPSI objects to the disclosure of the requested <br />information, DPSI agrees that it shall be solely <br />responsible for the defense of and the cost of defending <br />any claim or complaint against the Client based upon <br />the Client's refusal to disclose information DPSI claims <br />is Proprietary in nature. DPSI agrees that if any such <br />complaint or claim is filed it will indemnify Client and <br />will reimburse Client for any and all damages awarded <br />against Client for Client's refusal to disclose <br />information DPSI claims is proprietary in nature. <br />DPSI agrees that it releases Client from all loss, <br />liability, claims or expense, including attorney's fees, <br />arising out of or related to the release or disclosure or <br />failure by the Client to release or disclose information <br />DPSI claims is Proprietary in nature. DPSI further <br />agrees that it waives the right to file any court action for <br />any such release, disclosure, or failure to release or <br />disclose information DPSI claims is Proprietary in <br />nature. <br />14. COPIES OF LICENSED PROGRAM AND <br />MATERIALS. Client shall not, without prior written <br />consent of DPSI, copy in whole or in part the Licensed <br />Program and materials provided by DPSI under this <br />Agreement. Approved copies shall be made in <br />machine-readable form, used exclusively for Client's <br />internal backup use, and stored wherever Client deems <br />to be suitable. The intent of this provision is to ensure <br />2 <br />DPS 001 + 04-11-11 <br />