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1. LICENSE
<br /> a. Grant of License.Licensor,AmCad,grants Customer,pursuant to the terms and conditions of this Agreement,a
<br /> perpetual,nonexclusive,nontransferable license to use the Software.
<br /> b. Authorized Equipment and Site.Customer shall use the Software only on the computer equipment at the location listed
<br /> on the Cover Page.
<br /> C. Restrictions on Use.Customer agrees to use the Software only for Customer's own business.Customer shall not(i)
<br /> permit any parent,subsidiaries,affiliated entities or third parties to use the Software,(ii)process or permit to be
<br /> processed the data of any other party,(iii)use the Software in the operation of a service bureau,or(iv)allow access to
<br /> the Software through any terminals located outside of Customer's prime and remote sites identified in paragraph 1.6
<br /> and except as licensed via the Internet module.
<br /> d. Copies.Customer,solely to enable it to use the Software,may make one archival copy of the Software's computer
<br /> program,provided that the copy shall include Licensor's copyright and any other proprietary notices.The Software
<br /> delivered by Licensor to Customer and the archival copy shall be stored at Customer's Site.Customer shall have no
<br /> other right to copy,in whole or in part,the Software.Any copy of the Software made by Customer is the exclusive
<br /> property of Licensor.
<br /> e. Modifications,Reverse Engineering. Customer agrees that only Licensor shall have the right to alter,maintain,
<br /> enhance or otherwise modify the Software.Customer shall not disassemble,decompile or reverse engineer the
<br /> Software's computer program.
<br /> 2. LICENSE FEE
<br /> a. In General.In consideration for the license granted by Licensor under this Agreement,Customer shall pay Licensor a
<br /> fee as set forth on the Cover Page.
<br /> b. Payment Terms.Payment shall be per the Exhibit A of the contract.
<br /> 3. OWNERSHIP
<br /> a. Title.Customer and Licensor agree that Licensor owns all proprietary rights,including patent,copyright,trade secret,
<br /> trademark and other proprietary rights,in and to the Software and any corrections,bug fixes,enhancements,updates or
<br /> other modifications,including custom modifications,to the Software,whether made by Licensor or any third party.
<br /> b. Transfers.Under no circumstances shall Customer sell,license,publish,display,distribute,or otherwise transfer to a
<br /> third party the Software or any copy thereof,in whole or in part,without Licensor's prior written consent.
<br /> 4. CONFIDENTIAL INFORMATION
<br /> Customer agrees that the Software contains proprietary information,including trade secrets,know-how and confidential
<br /> information,that is the exclusive property of Licensor.During the period this Agreement is in effect and at all times after its
<br /> termination,Customer and its employees and agents shall maintain the confidentiality of this information and not sell,license,
<br /> publish,display,distribute,disclose or otherwise make available this information to any third party nor use such information
<br /> except as authorized by this Agreement.Customer shall not disclose any such proprietary information concerning the Software,
<br /> including any flow charts,logic diagrams,user manuals and screens,to persons not an employe A.of Customer without the prior
<br /> written consent of Licensor.
<br /> Contractor acknowledges that County is a governmental entity and as such is subject to regulations governing public
<br /> information. County will notify Contractor in the event a request for information may conflict with the terms cited herein.
<br /> However,County will release information in accordance with the then prevailing laws governing such matters. Contractor
<br /> agrees to hold County harmless from the terms of this Agreement in such event with County would have been in violation of
<br /> public information laws had information been withheld.
<br /> AmCad Proprietary and Confidential Information 2
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