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<br />FARRAGUT SYSTEMS SOFTWARE LICENSE AND SUPPORT TERMS
<br />
<br />1. Software License.
<br />
<br />1.1 License. Subject to the terms of this
<br />Agreement, Farragut grants to Customer a non-
<br />exclusive, non-transferable, perpetual license to
<br />use the Software in executable code form only for
<br />Customer’s internal business purposes. The
<br />Software may be installed only on the Computer(s)
<br />or server(s) located at the Licensed Location
<br />specified in Schedule A, which may be amended
<br />from time to time to specify additional locations as
<br />required. Customer may temporarily install the
<br />Software on a Computer(s) or server(s) at an
<br />alternative location as a disaster recovery site for
<br />testing or other similar purposes, provided
<br />Customer promptly provides Farragut written
<br />notice of such temporary installation, including the
<br />physical address of the alternative location.
<br />
<br />1.2 Delivery; Installation and Training. The
<br />Software will be deemed accepted by Customer on
<br />the Delivery Date. Customer will be responsible for
<br />installation of the Software and training of its
<br />employees unless there is a separate written
<br />agreement between Customer and Farragut
<br />providing for installation and/or training by
<br />Farragut. Documentation will be in the English
<br />language and provided in printable electronic soft
<br />copy.
<br />
<br />1.3 Protection of Software.
<br />
<br />a) Customer may not, directly or
<br />indirectly: (i) cause or permit any reverse
<br />engineering, disassembly or de-compilation of the
<br />Software, or to otherwise ascertain, derive, and/or
<br />appropriate for any reason, the source code,
<br />design, architecture, logic or algorithms for the
<br />Software; (ii) create derivative works based on the
<br />Software; (iii) use the Software for application
<br />development purposes or to modify or customize
<br />other software; (iv) modify or customize the
<br />Software; or (v) assign, transfer, sublicense, time-
<br />share, distribute, rent, or grant any rights to the
<br />Software or use as a service bureau.
<br />
<br />b) Customer may make up to two
<br />copies of the Software for archival, disaster
<br />recovery, or backup purposes. Otherwise,
<br />Customer shall not copy or duplicate the Software.
<br />All copies of the Software must contain all of
<br />Farragut’s proprietary notices and legends (including
<br />government restricted rights) as they appear on the
<br />copies of the Software provided to Customer.
<br />Customer shall notify Farragut of the following: (i) the
<br />location of all Software and all copies thereof, and (ii)
<br />all circumstances known to Customer regarding any
<br />unauthorized possession or use of the Software.
<br />
<br />c) Upon termination of this
<br />Agreement, Customer’s license will terminate, and
<br />Customer shall immediately discontinue all use of the
<br />Software and return to Farragut and/or destroy
<br />(including, without limitation, deleting all electronic
<br />copies in a manner that cannot be recovered), at
<br />Farragut’s option, the Software and all archival,
<br />disaster recovery, back-up and other copies thereof,
<br />and provide written certification to Farragut of such
<br />return and destruction.
<br />
<br />d) Customer agrees that Farragut
<br />and its representatives may, during the term of the
<br />Agreement, inspect and/or conduct an audit of the
<br />Customer’s computer site, computer systems,
<br />and/or equipment and appropriate records of
<br />Customer, in order to verify Customer’s compliance
<br />with the terms of the license granted to Customer
<br />by Farragut. Farragut will provide Customer with
<br />at least 15 calendar days prior written notice of a
<br />proposed inspection and/or audit, which will be
<br />conducted no more often than once per calendar
<br />year, at mutually agreed upon times during
<br />Customer’s normal business hours.
<br />
<br />1.4 No Transfer of Title. The Software and any
<br />and all related algorithms, database structures,
<br />reports and screen layouts, and all associated
<br />intellectual property rights, are the property of
<br />Farragut.
<br />
<br />1.5 Limited Rights. Customer’s rights in the
<br />Software will be limited to those expressly granted
<br />in this Agreement. Farragut reserves all rights and
<br />licenses in and to the Software not expressly
<br />granted to Customer under this Agreement.
<br />
<br />1.6 Government Users. If Customer is an
<br />agency, department, or other entity of the United
<br />States Government (“Government”), the use,
<br />duplication, reproduction, release, modification,
<br />disclosure or transfer of the Software, manuals, or
<br />any technical specifications, or any related
<br />documentation of any kind, including technical data
<br />(“Software and documentation”), is restricted in
<br />accordance with Federal Acquisition Regulation
<br />(“FAR”) 12.212 for civilian agencies and Defense
<br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
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