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DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 <br /> considered a breach by you. <br /> 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, <br /> non-commercial reference purposes only, except where disclosure is required in accordance with <br /> Section 1(17). <br /> 1.4 You may not: (a)transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, <br /> or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with <br /> the Tyler Software; or(d) publish or otherwise disclose the Tyler Software or Documentation to third <br /> parties. <br /> 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or <br /> make available to you through your Maintenance and Support Agreement. <br /> 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. <br /> You will give us advance written notice of any such transfer and will pay us for any required or <br /> requested technical assistance associated with such transfer. As of the Effective Date,the transfer <br /> process takes eight (8)to sixteen (16) service hours, which we would provide according to the <br /> provisions of Section I(1). <br /> 1.7 We reserve all intellectual property rights, including but not limited to licensing rights, not expressly <br /> granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright <br /> and other intellectual property laws and treaties. We own the title, copyright, and other intellectual <br /> property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. <br /> 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. <br /> Those amounts are payable in accordance with our Invoicing and Payment Policy. <br /> 3. Escrow. We agree to maintain an escrow agreement with a third party under which we place the source <br /> code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow <br /> agreement by completing a standard beneficiary enrollment form, a copy of which is provided at Exhibit F, <br /> and paying the then-current annual beneficiary fee to the escrow agent, unless we invoice you on the <br /> escrow agent's behalf.The current annual beneficiary fee is$750. You will be responsible for maintaining <br /> your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. <br /> Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. <br /> 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a <br /> Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted,we <br /> will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the <br /> Maintenance and Support Agreement. <br /> SECTION C—PROFESSIONAL SERVICES <br /> 1. Services. We will provide you the various implementation-related services itemized in the Investment <br /> Summary. You will receive those services according to the Statement of Work, which includes a task for <br /> preparing a project plan. A sample project plan has been provided for your reference at Exhibit G. <br /> 2. Professional Services Fees. You agree to pay us the professional services fees at the rates set forth in the <br /> Investment Summary. Amounts are payable in accordance with our Invoicing and Payment Policy. You <br /> ••-o . tyler <br /> 3 <br />