Orange County NC Website
Browse       Search
Page 1 of 8 <br />Standard Contract <br /> <br />EMPHASYS SOFTWARE AGREEMENT <br />This Agreement is entered into on the date set forth below, by <br />and between Emphasys Computer Solutions, Inc. having its <br />principal place of business in Petoskey, Michigan (hereinafter <br />Emphasys); and Orange County Housing Department having <br />its principal place of business at PO Box 8181, 300 W. Tryon <br />St., Hillsborough, NC 27278 (hereinafter Licensee). <br />1. LICENSED SOFTWARE <br />1.1. Emphasys grants to Licensee a nonexclusive, <br />nontransferable, non-assignable license to use the <br />software identified in Exhibit A (“Application <br />Software”) and Emphasys, as authorized agent, <br />grants to Licensee a nonexclusive, nontransferable, <br />non-assignable license to use the software described <br />in Exhibit A (“Other Licensed Software”). The <br />license is solely for Licensee's own use for its <br />internal data processing operations and solely on the <br />one computer system currently used by Licensee or <br />purchased and delivered hereunder. Licensee agrees <br />to abide by all terms and conditions as required by <br />the manufacturers of the Other Licensed Software. <br />2. PROPRIETARY INFORMATION & NON-DIS- <br />CLOSURE <br />2.1. Licensed Software, including source code and <br />Support Services, and all documents related thereto, <br />constitutes proprietary information and trade secrets <br />to Emphasys or to the principals for whom <br />Emphasys is the authorized agent. Title and full <br />ownership, including any modifications or revisions <br />thereto, shall at all times remain with Emphasys or <br />its principal. <br />2.2. Licensee may not make copies of the Licensed <br />Software except for backup, archival, emer gency <br />recovery purposes or to replace a worn copy. If this <br />License Agreement is terminated, all such copies <br />must be destroyed and the Licensed Software <br />returned to Emphasys. <br />2.3. Licensee agrees that it will not allow others to <br />reverse engineer, disassemble, de-compile or in any <br />way tamper with the Licensed Software. <br />2.4. Licensee shall take all reasonable steps to ensure <br />that all Licensed Software, in whatever form, and all <br />documents relating thereto, are held in confidence <br />by Licensee, its employees and consultants and are <br />not disclosed or made available to any third party <br />not licensed by Emphasys, without the prior written <br />consent of Emphasys. Licensee shall instruct in <br />writing all parties having access to the Software of <br />their obligations under this Article. <br />2.5. In the event of Licensee’s breach of this Article, as <br />determined by Emphasys, Emphasys shall have the <br />right to enjoin Licensee from further breach and <br />obtain such relief as may be determined by a court <br />of competent jurisdiction. <br />3. PAYMENT TERMS <br />3.1. Licensee agrees to pay Emphasys the price of the <br />Application Software by paying a deposit of fifty <br />percent of the license/SaaS fees at the time of <br />execution of this Agreement and the balance of the <br />license fees upon initial installation of the <br />Application Software. <br />3.2. Licensee agrees to pay Emphasys the price of the <br />Other Licensed Software by paying a deposit of <br />eighty-five percent of the price at the time of <br />execution of this Agreement and the balance upon <br />initial installation of the Other Licensed Software. <br />3.3. Licensee agrees to pay Emphasys the price of the <br />Equipment, if any, identified in Exhibit A, by paying <br />eighty-five percent of the price of the Equipment at <br />the time of execution of this Agreement and the <br />balance of the price upon initial installation of the <br />Equipment. <br />3.4. Licensee agrees to pay 90% of the amounts listed in <br />this Agreement for Services upon execution of this <br />Agreement and the balance of the service fees upon <br />delivery of such Services by Emphasys. <br />3.5. Licensee agrees to pay for Software Standard <br />Support each year, in advance, prior to the <br />anniversary of the initial due date, which shall be <br />effective the first of the month following the date of <br />the initial installation of the Application Software. <br />3.6. All amounts are due and payable within thirty <br />calendar days of Emphasys’ invoice, and all <br />amounts shall be in US dollars unless otherwise <br />noted. Emphasys accepts all major credit cards. A <br />3% convenience fee will be charged on processed <br />items. <br />3.7. Emphasys shall have the right to withhold services <br />and be held harmless in the event scheduled <br />payments due hereunder remain outstanding for a <br />period longer than thirty days from the due date. <br />Emphasys shall also have the right to charge a <br />reinstatement or collection fee equal to 10% of any <br />amount unpaid and overdue for this period of time. <br />In addition, Licensee shall be responsible for paying <br />for any third party collection or legal costs incurred <br />by Emphasys as a result of additional collection <br />efforts. Finally, Emphasys reserves the right to <br />cancel Licensee’s license for Application Software, <br />after written notice of 30 days, for any material <br />breach by Licensee or if any charges called for <br />herein, which are not reasonably disputable and are <br />in excess of $10,000, remain unpaid for a period of <br />one hundred twenty (120) days beyond the due date. <br />Cancellation for any reason shall not affect the sums <br />DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C