2012-382 Planning - CTS Software - Software and Training $7,500

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3. Installation,Training,&Support 3.1 Licensor shall provide installation,training and support services to Licensee accordance with the Installation and Training Outline. These services may be provided at Licensors facility,Licensee's facility,or remotely.On-site services shall be billed separately at the rate of$500.00 per day for 1 day(s)plus expenses for travel,lodging,meals and related expenses.Payment for said services will be due and payable within thirty(30)days after receipt of a properly submitted invoice.Reimbursements for travel,lodging,meals and related expenses must be mutually agreed to in advance by the parties and documented in writing by the authorized representative for the parties,and subject to budgeted funds. 3.2 Licensor shall provide to licensee a toll free support line 24 hours a day 7 days a week. 3.3 Retraining of Licensee's employees after the initial first six(6)months shall be charged at Licensor's training rate(currently $250.00 per hour)one hour minimum,plus expenses incurred by Licensor.Such charges shall be billed separately,and in addition to the monthly license fee. 4. Software Maintenance,Backups&Upgrades 4.1 Licensor will provide maintenance to correct any software problems within the Trip Master Enterprise Edition Product found by Licensee at no cost. Critical fixes will be addressed and provided in a timely fashion with an expected average turn around time of 24 to 48 hours. 4.2 Standard upgrades,deemed by Licensor as product enhancements,to make the software more serviceable and marketable shall be provided to Licensee at no cost. 4.3 Complimentary upgrades required by legislative or other regulatory acts of the federal,state,or local authorities shall be provided to Licensee at no cost.Licensee sball furnish Licensor with necessary documentation from such authority(s)mandating the change when requesting this type of upgrade.Licensee shalt also furnish Licensor with the name and phone number of the relevant authority. I I 4.4 Custom upgrades requested by Licensee will be quoted by Licensor upon receipt of a written request from Licensee.A written quote with estimated time of completion shall be furnished to Licensee by Licensor.No work will be performed on such request(s) until Licensor receives a signed written authorization from Licensee for the work to be performed.Payment for work performed in connection with custom upgrades shall be billed separately and shall be in addition to the license fee. 4.5 Licensee shall be advised of any add-on feature(s)made available by Licensor.If Licensee,chooses to acquire the right to use these add-ons,the cost shall be negotiated and added to the monthly license fee. 4.6 Backup routines will be managed and controlled by the licensor and provided to the licensee at no cost. Format is SQL And Licensor will take a full backup every night and incremental every 30 minutes. Data will be restorable to any 30 minute increment over the most current 7 days... 5. Confidentiality 5.1 Licensee recognizes that the Licensed Product and all components thereof are Licensors property and are considered valuable trade secrets of Licensor,and that disclosure of information about the Licensed Product or any component would cause irreparable harm to the Licensor.Licensee agrees to hold information about the Licensed Product and its components in the strictest of confidence,and not to disclose information relating thereto to third parties without express written permission of Licensor and such permission not to be unreasonably withheld,conditioned or delayed. 5.2 Licensee acknowledges that it is impossible to place and absolute value on the economic loss incurred to Licensor that would result from the breach of confidentiality.Accordingly,Licensee agrees to pay the Licensor the sum of fifty thousand dollars ($50,000.00)as liquidated damages in the event of a breach of Licensee of paragraph 5.1 hereof,subject to Licensee's obligations pursuant to the North Carolina Public Records Act. No section of this Agreement shall be deemed a waiver of Licensee's right and privileges as a sovereign entity. 5.3 Licensor acknowledges that Licensee is a North Carolina local governmental entity and as such is subject to North Carolina Public Records Laws and the Licensed Product or any component or any information,records,documents,or things("Propreitary Information")created for,used in,or related to the performance of this Agreement may be deemed a public record. Should a public records request be made for Proprietary Information Licensee will,within a reasonable time,notify Licensor of such public records request. Licensor shall,within five(5)business days of said notification provide notice that it does or does not object to the Licensee disclosing the requested information pursuant to the subject public records request.