2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875

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THIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution Date. The parties agree as follows: 1. Definitions. "Discloser" means the party providing its Confidential Information to the Recipient. "Baseline" means the general release version of a Component System as updated to the "Defect" means a material deviation particular time in question through both SunGard between the Baseline Component System and its Public Sector's warranty services and SunGard documentation, for which Defect Customer has Public Sector's Maintenance Program, but without given SunGard Public Sector enough information any other modification whatsoever. to enable SunGard Public Sector to replicate the deviation on a computer configuration that is both "Component System" means any one of the comparable to the Equipment and that is under computer software programs which is identified in SunGard Public Sector's control. Exhibit 1 as a Component System, including all copies of Source Code, Object Code and all "Execution Date" means the latest date related specifications, documentation, technical shown on the signature page of this Agreement. information, and all corrections, modifications, additions, improvements and enhancements to "Equipment" means a hardware and and all Intellectual Property Rights for such systems software configuration meeting the Component System. "Equipment"criteria set forth in Exhibit 1. "Confidential Information" means non-public "Exhibit 1" means, collectively: (i) The information of a party to this Agreement. schedule attached to this Agreement which is Confidential Information of SunGard Public Sector marked as "Exhibit 1," including all attached includes the Software, all software provided with Software Supplements; and (ii) any schedule also the Software, and algorithms, methods, marked as "Exhibit 1" (also including any attached techniques and processes revealed by the Source Software Supplements) that is attached to any Code of the Software and any software provided amendment to this Agreement. Other appendices with the Software. Confidential Information does to this Agreement are numbered sequentially and not include information that: (i) is or becomes are also"Exhibits." known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to "Intellectual Property Rights" means all third parties, without restriction on disclosure; or patents, patent rights, patent applications, (iii) the Recipient obtains from a third party without copyrights, copyright registrations, trade secrets, restriction on disclosure and without breach of a trademarks and service marks and Confidential non-disclosure obligation. Information. "Customer's Equipment" means host(s) or "Software" means the Component Systems client server configurations) and/or combinations listed in Exhibit 1. of host(s) and client server configuration(s) within the United States of America for which SunGard "Customer Employees" means: (i) Public Sector supports the Software. Customer's employees with a need to know; and (ii) third party consultants engaged by Customer "Delivery Address" means the Customer who have a need to know, who have been pre- shipping address set forth in Exhibit 1 as the approved by SunGard Public Sector, and who, Delivery Address. prior to obtaining access to the Software, have executed a SunGard Public Sector-approved non- "Delivery Date" means, for each Component disclosure agreement. System, the date on which SunGard Public Sector first ships the Component System to the Delivery "Obiect Code" means computer programs Address F.O.B. SunGard Public Sector's place of assembled, compiled, or converted to magnetic or shipment. electronic binary form on software media, which are readable and usable by computer equipment. Page 2 of 30 SPS License 7/1/2010