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U <br />0 <br />S <br />M <br />Client: Orange County Attention: Pam Jones f:nattract # M�iSD99 -4 s <br />Section D - Maintenance Agreement <br />1) Scope of Agreement The Clicat agrees to purchase and MUMS agrees to provide services for the software products Isted on the cover of this Agreement in accordance with the following terns and conditions. <br />Bath parties acknowledge that this Maintenance Agreement covers both Support forthe software products listed on the cover of this Agreement and Licensing ofupdatcs ofsucb installed software products. <br />2) Term of Agreement. This Maintenance Agreement is effective as of the effective date listed on the cover oftbis Agreement and shall remain in force for a one year term. Upon termination ofthis Maintenance <br />Agreement, Client may renew the Maintenance Agreement for subsequent one year periods at the then current fee structure as established by MUNIS. <br />3) Payment <br />a) Client agrees to pay MUMS the amount identified in the Investment Summary for licensing and support services, as described below. The annual amount ideotifred in the Investment Summary shall be reduced by <br />twenty -five percent (25°Jo) for the fast year. This payment is due and payable in accordance with the General Payment Terms ofthis Agreement. <br />b) Additional Charges. Any rrreintenanee performed by MUMS for the Client which is not covered by this Maintenance Agreement will be charged at MUMS' then current market rates. All materials supplied in <br />connection with such non -covered maintenance or support plus expenses will be charged to Client. <br />c) Support and services will be suspended whenever Clients account is thirty (30) calendar days overdue. Support and services will be reinstated when Clie tfs. account is made current. <br />4) Terms and Conditions for Licensing of Updates of tha Installed Software Products. <br />a) Client is hereby granted the non -exclusive and nontransferable Iicense and right to use the additional versions of the installed software products listed on the Cover ofthis Agreement which MUMS may release <br />during the tent of this Maintenance Agreement. MUMS agrees to extend and Client agrees to accept a license subject to the terms and conditions contained berein for the installed software products. <br />b) The installed software products listed are licensed for use only for the benefit ofClient listed on the cover of tins Agreement. The softw= products are not licensed to perform functions or processing for <br />subdivisions or entities that were not considered by MIMS when MUNIS placed Client in the categories listed on the cover of this Agreement <br />c) As long as a current Maintenance Agreement is in place, this License may be transferred to another hardware system used for the benefit of Client. Client agrees to notify MUNIS prior to transferring the licensed <br />products to any other system. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the Client. <br />d) Client agrees that the softwareproducts are proprietary to MUMS and have been developed as a trade secret at MUMS' expense. Client agrees to keep the software Products confidential and use its best efforts to <br />prevent any misuse, unauthorizzed use or unauthorized disclosures by any party of any or all oftbe software products or ncompanying documentation. <br />e) The software products may be modified but such modification shall be only for the use on the Client's system for whkb the software products are licensed and shall not cause the Client or anyone performing such <br />modification to gain any proprietary or other interest in the software products. If Client has made modifications to the software products, MUNIS will not support the modified software products, unless modifications <br />were specifically authorized in writing by MUNTS. <br />f) Client may make copies ofthe licensed software products for archive purposes only. The Client will repeat any proprietary notice on the copy of the software products. The documentation acoempanying the product <br />may not be copied except for inteanai use. <br />g) For as long as a current Maintenance Agreement is in place, MUMS shall promptly correct any functions ofthe software products which fail to substantially comply with MUMS' user manuals for the most current <br />version of the software products. If Client has made modifications to the software products, MUMS will not make such corrections, unless modifications were specifically authorized in writing by MUNIS. <br />5) Terms and Conditions for Support. <br />a) MUNIS shall provide software- related telephone support to the Client. Phone cans will be accepted by support personnel during MUMS' normaI working hours {8.00 A.M. to 6,00 P.M., Eastern Standard Time, <br />Monday through Friday). Assistance and support requests which require special assistance from MUMS' development group will be taken and directed by support personnel. In the event that support representatives are <br />unavailable to receive calls, messages will be taken and calls will be rearmed within one working day. <br />b) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as hardcopy printout of source code programs and documentation. <br />c) MUNIS will maintain staff that is appropriately trained to be familiar with the software products in order to vender assistance, should it be required. <br />d) (d) MUMS will provide Client with all updates that MINIS may make to the then current version ofthe installed software products covered in this Agreement- <br />e) (e) MUMS will make available to Client update(s) ofthe installed software products. In the case of system software update(s), Client will also he required to pay whatever fee the manufacturer charges for the update. <br />Client understands that and agrees that six (6) months after shipment by MUMS ofulxW. —, MUMS sball cease to support the earlier version, and for the balance ofthe term, MUNIS shall support the update. <br />f) (t) MUNIS will make available appropriately trained personnel to provide Client additional training, program changes, analysis, consultation, recovery ofdata, conversion, non -coverage maintenance service, etc., <br />billable at the current per diem rate plus expenses. <br />6. Jim- ft2dons and Exclusions_ The support and services of this Maintenance Agreement do not include the following: <br />a) Support service does not include the installation of the software products, onsite support, application design, and other consulting services, support of an operating system orhardwaM or any support requested <br />outside of normal business hours. <br />11 of 14 <br />