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A5.00.PAYMENT.
<br /> .01. The sum of$41.810.00 which shall be paid within thirty(30) days upon signing of this agreement. Delivery shall be the date the
<br /> "Software"and documentation is delivered. The delivery date shall be within thirty(30)days after Accela has received this signed/executed Agreement.
<br /> .02. User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User directly, exclusive however, of
<br /> income taxes based on the income of Accela. If any such tax is paid by Accela to reimburse Accela therefore upon receipt by User of proof of payment.
<br /> .03. This Agreement and the shrink wrap Agreement represents the full and complete understanding of every kind or nature whatsoever
<br /> between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreements or
<br /> implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by
<br /> both User and Accela.
<br /> .04. This License fee does not include installation services. These services are specified in Exhibit'A', Installation Services. Exhibit"A" is
<br /> incorporated into this Agreement by reference.
<br /> A6.00.PATENT AND COPYRIGHT INDEMNITY.
<br /> .01.Accela agrees to defend,hold harmless and indemnify User from and against any claim,action,liability,cost or damage for infringement
<br /> of any patent,copyright or similar property right(including, but not limited to, misappropriation of trade secrets)based on any"Software"or any other
<br /> materials furnished hereunder by Accela. Accela shall have the sole right to conduct the defense of any such claim or action and all negotiations for its
<br /> settlement or compromise,unless otherwise mutually agreed to in writing by the parties hereto.
<br /> A7.00.RELATIONSHIP OF PARTIES.
<br /> .01. At all times during the term of this Agreement,Accela shall be an independent contractor and shall not be an officer,agent,or employee
<br /> of User. User shall have the right to control Accela only insofar as the result of Accela services rendered pursuant to this Agreement.
<br /> .02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or
<br /> make commitments for the other party.
<br /> A8.00."SOFTWARE"SECURITY AND ACCESS.
<br /> .01.Each party acknowledges that all information concerning the other party is"Confidential and Proprietary Information". Each party agrees
<br /> that it will not permit the duplication,use or disclosure of any such Confidential and Proprietary Information to any person(other than its own employee
<br /> who must have such information for the performance of obligations under this Agreement),unless authorized in writing by the other party.
<br /> .02.All financial,statistical,personnel,technical,and other information or data relating to the User,which is designated confidential by the
<br /> User but made available to Accela in order to carry out this Agreement,will be protected by Accela from unauthorized use and disclosure. Accela shall
<br /> also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. Accela will instruct its
<br /> personnel to keep such information confidential. Accela shall not be required to keep confidential any data or information which is or becomes publicly
<br /> available,is already rightfully in Accela's possession,is independently developed by Accela outside the scope of this Agreement,or is rightfully obtained
<br /> from third parties.
<br /> .03. ACCELLA acknowledges that Customer is a governmental entity and as such is subject to regulations governing public
<br /> information. Customer will notify ACCELLA in the event a request for information may conflict with the terms cited herein. However, Customer
<br /> will release information in accordance with the then prevailing laws governing such matters. ACCELLA agrees to hold Customer harmless from
<br /> the terms of this Agreement in such event with Customer would have been in violation of public information laws had information been withheld.
<br /> A9.00.USERS INSTRUCTION.
<br /> .01.Accela shall be responsible for ensuring that its employees,servants,and agents will,whenever on User's premises,obey all reasonable
<br /> instructions and directions issued by User.
<br /> .02.Unless otherwise agreed to by the parties,Accela personnel,while working on User's premises,shall observe the working hours,working
<br /> rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, resources and materials
<br /> which are necessary for the performance of services under this Agreement,provided,however,that such working space,resources and/or materials are
<br /> agreed upon by User for such services and the use of any such working space,resources and/or materials is arranged so as to minimize any disruption
<br /> to User's normal business operations.
<br /> .03.User shall be responsible for the input of all data into the computer memory and for reconciliation and accuracy of that data and for taking
<br /> such administrative steps necessary to input that data.
<br /> .04.User acknowledges that(1) any modification,change,addition or substitution to the"Software"or Data Base structure made by the User
<br /> or any other third party (ii) any interfacing of the "Software"or Data Base with any other program,programs or any other routines,or(iii)any changes
<br /> to the operating environment may cause "Software" performance degradation or malfunction. User further acknowledges that any corrections to
<br /> degradation or malfunction caused by such modifications, interfacing or change shall be made at the sole request and expense of User, and Accela
<br /> shall have no responsibility for any consequences thereof.
<br /> .05.The"Software"product,data structure,field descriptions,field definitions,and data relationships are subject to change without
<br /> notice. These changes may result from product development,enhancements,additional features,bug fixes and/or circumstances beyond the
<br /> control of Accela. Additional tables and relationships may be added or removed as product development standards dictate.
<br /> OrangeCo-NC-Iic4doc 2 USER ACCELA,INC.
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