2018-209-E Human Resources - Tyler Technologies docorigin

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Quoted to: Orange County Attention: Pam .Tones Contract # MN5019 -4 Section E - Third Party Product Agreement 1. Agreement to License or Sell third patsy products. For the price set forth in the Investment Summary (Hardware & System Software), MUNIS agrees to license or sell and deliver to CIient, and Client agrees to accept from MUNIS the third patty products set forth in the Investment Sutnntary. 2. Limiter of Third Party Software Products a) Upon Client's payment for the third patty software products listed in the Investment Summary, for the license fees set forth in the Investment Summary, MUMS sball grant to Client and Client shall accept from MUNIS anon-exclusive, nontransferable, nonassignable license to use the third party software products and accompanying documentation and related materials for internal business purposes cf Client, subject to the conditions and limitations m this section b) Ownership of the third parry software products, accompanying documentation and related materials, shall remain with the third party manufachuer or supplier. c) The right to tranger this license to a replacement hardware system is governed by the Third Party. The cost for new media or any required technical assisMom to accommodate the transfer would be billable charges to Client. Advance written notice of any such transfer shall he provided to MUNI& d) Client agrees that the third party software products are proprietary to the third patty ruanufarRrrer or supplier and have been developed as a trade secret at the third - party's expense. Client agrees to keep the. software products confidential and rue its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the third party software products or accompanying documentation. e) Client shall not perform decompilation, disassembly, translation or other reverse engineering on the software products. f) Client may make copies of the software products for archive purposes only. Client will repeat any proprietary notice on the ropy of the software products. The documentation accompanying the software products may not be copied except for internal use 3. Price. Client agrees to pay MUMS and MUNIS agrees to accept from Client as payment in fall for the third party products, the price set forth in the Investment Summary at the following manner. a) Twenty -five percent (2S%) of the price of all third party products Iisted in the Investment Summary upon execution of this Agreement and b) The remaining balance of the price of each item delivered to Client upon delivery of each product. c) In the event of any disputed invoice, Client shall provide written notice of such disputed invoice to Attention_ MUNTS Chief Financial Officer at the address listed on the cover of this Agreement. Such written notice shall be provided to MUNIS within fifteen (15) calendar days of'Client's receipt of the invoice. An additional fifteen (15) days is allowed for the Client to provide written clarification end derails for the disputed invoice, MUMS shall provide a written response to Client that shall include either a justification of the invoice or an explanation of an adjustment to the invoice and an action plan that will outline the reasonable steps needed to be taken by MUMS and Client to resolve any issues presented in Client's notification to MUNIS. Client may withhold payment of only the amount actually in dispute until MUNIS provides the required written response, and full payment shall be remitted to MUMS upon MUMS' completion of all material action steps required to remedy the disputed mariner. Notwithstanding the foregoing sentence, if MUNIS is unable to complete all material action steps required to remedy the disputed manner because Client has not completed the action steps required of them, Client shall remit full payment of the invoice. d) Any invoice not disputed as described above shall be deemed accepted by the Client If payment of any invoice that is not disputed as described above is not made within sixty (60) calendar days, MUNIS reserves the right to suspend + delivery of all services under the Investment Summary, the Software License Agreement, the Professional Services Agreement, the Mainteuarim Agreetncnt and this Third Party Product Agreement 4. Costs and Taxes. a) Unless otherwise indicated in the Investment Summary, the price includes costs for shipment of and insurance while in transit for the third party products fiotn the supplier's place ofmaaufacture to Client's site. b) The price listed in the Investment Summary does not include any tax or other governmental impositions including, without limitation, sales, use or excise tau. All applicable sales tax, use tax or excise tax shall be paid by Client and shall be paid over to the proper authorities by Client or reimbursed by Client to MUNIS on demand in the event that MUN°IS is responsible or demand is made on MUNIS for the payment thereof. If tax exempt, Client must provide NRMS with Client's tax exempt number or firm. 5. F_O.& Point Delivery of each third party product shall be F.Q.H. Client's site. 6. Schedule of Delivery. Delivery of each third party product shall take place according to mutually agreeable schedule, but MUNIS shall not be liable for failure to meet the agreed upon schedule if, and to the extent, said failure is due to causes beyond the control and without the fault of MUMS. 7. Installation and Acceptance. a) If itemized in the Investment Summary, the price includes installation of the third party products. Upon the completion of installation, Client shall obtain from the installer a ootfication of completion, or similar docwnent, which certification or similar document sbaii constitute Client's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects, fraud, such gross mistakes as amount to fraud and rights and remedies available to Client under the paragraph bereofentitled Warranties. 13 elf 14 0 0 0 S M D CD 0 CD