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FARRAGUT SYSTEMS SOFTWARE LICENSE AND SUPPORT TERMS
<br />1. Software License.
<br />1.1 License. Subject to the terms of ibis
<br />Agreement, Farragut grants to Customer a non-
<br />exclusive, non-transferable, perpetual license to
<br />use the Software in executable code form only for
<br />Customer's internal business purposes. The
<br />Software maybe installed only on the Computers}
<br />or server(s) located at the Licensed Location
<br />specified in Schedule A, which may be amended
<br />from time io time to specify additional locations as
<br />required. Customer may temporarily install the
<br />Software on a Computer(s) or server{s} at an
<br />alternative location as a disaster recovery site for
<br />fasting or other similar purposes, provided
<br />Customer promptly provides Farragut written
<br />notice of such temporary installation, including the
<br />physical address of the alternative location.
<br />1.2 Delivery: lnstailation and Training; The
<br />Software will be deemed accepted by Customer
<br />on the Delivery Date. Customer will be
<br />responsible for ins#allation of the Software and
<br />training of its employees unless there is a
<br />separate written agreement between Customer
<br />and Farragut providing for installation and/or
<br />training by Farragut. Documentation will be in the
<br />English language and provided in printable
<br />electronic soft copy.
<br />i .S Protection of Software.
<br />appear on the copies of the Software provided to
<br />Customer. Customer shall notify Farragut of the
<br />following: (i) the location of all Software and ail
<br />copies thereof, and {ii) alt circumstances known to
<br />Customer regarding any unauthorized possession
<br />or use of the Software.
<br />c} Upon termination of this
<br />Agreement, Cus#omer's license will terminate, and
<br />Customer shall immediately discontinue ail use of
<br />the Software and return to Farragut and/or destroy
<br />{inciuding, without limitation, deleting alt electronic
<br />copies in a manner that eannof be recovered), at
<br />Farragu#'s option, the Sofrivare and all archival,
<br />disaster recovery, back-up and other copies
<br />thereof, and provide written certification #o Farragut
<br />of such return and destruction.
<br />d) Customer agrees that Farragut
<br />and its representatives may, during the term of the
<br />Agreement, inspect and/or conduct an audit of the
<br />Customer's computer site, computer systems,
<br />and/or equipment and appropriate records of
<br />Customer, in order to verify Customer's
<br />compliance with the terms of the license granted
<br />to Customer by Farragut. Farragut will provide
<br />Customer with at feast 15 calendar days prior
<br />written notice of a proposed inspection and/or
<br />audit, which will be conducted no more often than
<br />once per calendar year, at mutually agreed upon
<br />times during Customer's normal business hours.
<br />a} Customer may not, directly or
<br />indirectly: (i) cause or permit any reverse
<br />engineering, disassembly or de-compilation of the
<br />Software, or to otherwise ascertain, derive, and/or
<br />appropriate for any reason, the source code,
<br />design, architecture, logic or algorithms far the
<br />Software; (ii} create derivative works based on the
<br />Software; (iii) use the Software for application
<br />development purposes or to modify or custamize
<br />other software; (iv) modify or custamize the
<br />Software; or {v) assign, transfer, sublicense, time-
<br />share, distribute, rent, or grant any rights to the
<br />Software or use as a service bureau.
<br />b) Customer may make up to two
<br />copies of the Software for archival, disaster
<br />recovery, or backup purposes. Otherwise,
<br />Customer shaii not copy or duplicate the Software.
<br />All copies of the Software must contain all of
<br />Farragut's proprietary notices and tegends
<br />{inciuding government restricted rights) as they
<br />1.4 IVo Transfer of Title. The So#tware and
<br />any and alt related algorithms, database
<br />structures, reports and screen layouts, and all
<br />associated intellectual property rights, are the
<br />property of Farragut.
<br />1.5 Limited Riahts. Customer's rights in the
<br />Software will be limited to those expressly granted
<br />in this Agreement. Farragut reserves ail rights
<br />and licenses in and to the Software not expressly
<br />granted to Customer under this Agreement.
<br />1.6 Government Users. If Customer is an
<br />agency, department, or other entity of the United
<br />States Government ("Government"}, the use,
<br />duplication, reproduction, release, modification,
<br />disclosure or transfer of the Software, manuals, or
<br />any technical specifications, or any related
<br />documentation of any kind, including technical
<br />data ("Software and documentation"j, is restricted
<br />in accordance with Federal Acquisition Regulation
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