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

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"Recipient" means the party receiving has the right to use the Software in Object Code Confidential Information of the Discloser. form temporarily on another SunGard Public Sector-supported configuration, for disaster "Software Supplement" means, with respect recovery of Customer's computer operations. to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, (c) Documentation. Except as otherwise conditions, limitations and/or other information provided for in the applicable Software pertaining to that Component System. If any Supplement, Customer can make a reasonable terms of a Software Supplement conflicts with any number of copies of the documentation for each other terms of this Agreement, the terms of the Component System for its use in accordance with Software Supplement will control. the terms of this Agreement. "Source Code" means computer programs (d) Restrictions on Use of the Software. written in higher-level programming languages, Customer is prohibited from causing or permitting sometimes accompanied by English language the reverse engineering, disassembly or comments and other programmer documentation. decompilation of the Software. Customer is prohibited from using the Software to provide 2. Right to Grant License and Ownership. service bureau data processing services or to SunGard Public Sector has the right to grant otherwise provide data processing services to Customer this license to use the Software. Except third parties. Customer will not allow the Software as otherwise indicated in a Software Supplement, to be used by, or disclose all or any part of the SunGard Public Sector owns the Software. Software to, any person except Customer Employees. Without limiting the foregoing, 3. License. Subject to the terms and conditions Customer is permitted to allow use of the input of this Agreement, SunGard Public Sector grants and/or output sensory displays of or from the Customer a perpetual, non-exclusive, non- Software by third parties on a strict"need to know" transferable license to use and copy for use the basis, and such use will not be deemed a non- Software on the Equipment within the United permitted disclosure of the Software. Customer States of America for Customer's own, non- will not allow the Software, in whole or in part, to commercial computing operations. Any rights not be exported outside of the United States of expressly granted in this Agreement are expressly America, in any manner or by any means, without reserved. in each instance obtaining SunGard Public Sector's prior written consent and, if required, a (a) Source Code. SunGard Public Sector validated export license from the Office of Export has placed the Source Code for those SunGard Administration within the U.S. Department of Public Sector-proprietary (as opposed to third Commerce and such other appropriate United party-owned) Component Systems identified in States governmental authorities. Exhibit 1 in escrow with Iron Mountain Intellectual Property Management ("Iron Mountain") pursuant (e) Intellectual Property Rights Notices. to a Source Code Escrow Agreement between Customer is prohibited from removing or altering Iron Mountain and SunGard Public Sector any of the Intellectual Property Rights notice(s) ("Escrow Agreement"). SunGard Public Sector embedded in or that SunGard Public Sector updates such Source Code escrow deposits at otherwise provides with the Software. Customer least one a calendar year. Such Source Code will must reproduce the unaltered Intellectual Property only be made available on the release terms of the Rights notice(s) in any full or partial copies that Escrow Agreement, and only to those SunGard Customer makes of the Software. Public Sector licensees that have elected to be named "Preferred Beneficiaries" under the Escrow 4. Services. Agreement by executing a Preferred Beneficiary Acceptance Form and paying Iron Mountain the (a) Generally. SunGard Public Sector will beneficiary fee specified by Iron Mountain (as of provide Customer with the information services the Execution Date, approximately $800 per year). identified in Exhibit 1, for the fees provided in SunGard Public Sector will provide Licensee with Exhibit 1. a copy of the Preferred Beneficiary Acceptance Form at Licensee's request. (b) Additional Services. SunGard Public Sector can also provide Customer with additional (b) Object Code. Customer has right to use information services, at SunGard Public Sector's the Software in Object Code form. Customer also then-current rates, or at such other rates as are Page 3 of 30 SPS License 7/1/2010