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Exhibit I
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<br />3. Copy. Unless the Software is being implemented by the Preferred Provider in a hosted model, Licensee may
<br />make one mirror copy of the Software for backup. This copy shall also be subject to the terms and conditions
<br />of this Agreement. Licensee must reproduce and include any copyright, trade secret, trademark, or
<br />proprietary data notices, and other legends and logos on this copy. Licensee must maintain an accurate record
<br />of the location of the copy.
<br />4. Restrictions. Unless otherwise authorized by Licensor in writing in advance, you may not use the Software
<br />at more than the site designated by you above. Except as specifically provided in Section 3 above, you may
<br />not: make any copies of the Software; reverse engineer, disassemble or network the Software; make
<br />alterations to the Software, or any parts thereof, including but not limited to subroutines, functions, libraries
<br />or other binary code segments of the Software or; or rent, sublicense, lease, loan, distribute, or grant other
<br />rights to the Software, or the associated user and technical documentation (the “Documentation”) to others.
<br />Further, you agree to work in concert with the Steering Committee with respect to requesting and making
<br />any changes or enhancements to the Software, which may be generally applicable across the user base of the
<br />Software or unique to you, except such minor changes as made by Farragut as part of implementing the
<br />Software on behalf of Licensee.
<br />5. Proprietary Rights and Confidentiality. The Software and Documentation are protected by copyright,
<br />patent and trade secret laws. Licensee will take all steps necessary to protect the proprietary rights of Licensor
<br />and Farragut in the Software and Documentation including, but not limited to, the proper display of copyright,
<br />trademark, trade secret and other proprietary notices on any copies of the Software. Licensee will, at its own
<br />cost and expense, protect and defend Licensor’s and Farragut’s ownership of the Software, and
<br />Documentation against all claims, liens and legal processes of creditors of yours and keep the Software, and
<br />Documentation free and clear of all such claims, liens and processes. Licensee will not disclose or publish
<br />to others, and will keep confidential, the Software, except for public portions of the Software intended to be
<br />accessible or visible to tax payers of Licensee.
<br />6. Term and Termination. This Agreement is effective until terminated and Licensee’s rights in Section 1 are
<br />perpetual during such term. Licensee may terminate this Agreement by destroying the Software,
<br />Documentation, and all copies thereof. Licensor may immediately terminate the Agreement if Licensee
<br />materially breaches any representation, warranty, agreement, or obligation contained or referred to in the
<br />Agreement and fails to cure the same within thirty (30) days following notice thereof from Licensor to
<br />Licensee. Upon termination, Licensee shall either promptly return to Licensor all copies of the Software,
<br />Software Enhancements, and Documentation in your possession or destroy all copies of the Software, and
<br />Documentation, and certify in writing that all such copies have been destroyed.
<br />7. No Warranty. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN AS-IS BASIS.
<br />LICENSOR MAKES NO WARRANTIES REGARDING THE SOFTWARE AND DOCUMENTATION,
<br />EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FOR
<br />THE SOFTWARE AND DOCUMENTATION. Licensor does not warrant that the functions contained in
<br />the Software will meet your requirements, that the operation of the Software will be uninterrupted or error
<br />free, or that all defects will be corrected.
<br />8. Steering Committee to Coordinate Use and Modification of the Software.
<br />8.1. Licensor has formed a Steering Committee to administer the licensing, changes, and other matters
<br />related to the Software.
<br />8.2. The Steering Committee is appointed by the NCACC Board of Directors, and advises the NCACC
<br />Board of Directors on matters related to the Software.
<br />8.3. Licensor may set a user fee system to support the Software or services such as provision of technical
<br />support. The fee may be scaled to the relative size of participating counties.
<br />8.4. Licensee shall comply with the Steering Committee by-laws, as well as the policies, and decisions
<br />of Licensor concerning the Software.
<br />DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432
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