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<br /> <br />Page 4 of 8 <br />Standard Contract <br />8.7.3. Assistance with errors caused by routine <br />Software Fixes or Enhancements that are <br />correctly installed, as directed in writing by <br />Emphasys. <br />9. RESPONSIBILITIES OF LICENSEE <br />9.1. Request for Service. At any time, Licensee may <br />report its request for service and its priority code by <br />fax using Emphasys’ dedicated support fax phone <br />number, its 800-support number or e -mail. If <br />Licensee believes that the Support Event is a Priority <br />1, Licensee shall make every reasonable effort to <br />determine if the event is hardware or software- <br />related prior to requesting support from Emphasys. <br />9.2. Standard Required Information. When contacting <br />Emphasys for Standard Support, Licensee shall <br />provide the following information: Licensee name, <br />phone and contact person, the name of the <br />Application Software module (e.g., General Ledger, <br />Low Income, Section 8, etc.), the menu item that <br />was selected and the exact difficulty that was <br />experienced. Licensee understands and agrees that <br />its full cooperation and assistance are necessary for <br />Emphasys to properly respond to a request for <br />service. Licensee is responsible for notifying <br />Emphasys of any Application Software problems <br />and providing written documentation of Application <br />Software problems with specific examples. <br />9.3. Install Latest Third Party Software. Licensee <br />agrees to install in their live environment the latest <br />released version of Third Party Software that is used <br />by and compatible with the Application Software <br />within two (2) years of general release by said third <br />party. During such two (2) year period, Emphasys <br />shall use its Best Efforts to continue to support the <br />Application Software using Licensee's version of the <br />Third Party Software. In the event a Third Party <br />Software product or version thereof is discontinued, <br />phased-out or no longer supported by its owner, <br />Emphasys' obligation to support that Software shall <br />cease. <br />9.4. Install Latest Application Software. Licensee <br />agrees to install the latest released Upgrade of the <br />Application Software in their live environment <br />within 6 (six) months of release by Emphasys. <br />9.5. Reasonable Access. Licensee agrees to provide <br />those Emphasys personnel involved with the <br />operation and support of the Application Software <br />reasonable access to perform activities necessary to <br />fulfill its obligations under this Agreement. Licensee <br />will provide Emphasys with predefined passwords <br />that will not change without the prior approval of <br />Licensee. Licensee agrees to provide Emphasys <br />appropriate access to Licensee’s computer system <br />during normal business hours via Emphasys- <br />approved telephone modem and modem software. <br />Licensee will also provide its own Internet access <br />and connection. Such provision shall be operable <br />prior to initial software installation and shall remain <br />operable for the duration of Emphasys’ obligation to <br />Licensee for software support services. <br />9.6. Data for Support. Licensee will make available to <br />Emphasys, on a reasonable basis, data necessary for <br />the successful support of the Application Software, <br />including all currently existing critical files. All <br />such data shall be considered to be Licensee’s <br />Proprietary Information, and Emphasys shall retain <br />same in strict confidence and shall not use or <br />disclose such Proprietary Information except to the <br />extent necessary to perform services hereunder. <br />9.7. Backups. Licensee shall create and keep current <br />backups, not older than two (2) working days, of all <br />Application Software and related data files. <br />Licensee further agrees to make backups available <br />for restoration purposes if needed by Emphasys. <br />Any backup services provided by Emphasys shall <br />result in billable time to Licensee. <br />9.8. Modifications by Licensee. In no event shall <br />Emphasys be liable or responsible for correcting any <br />errors or damage resulting from changes or <br />modifications to the Application Software made by <br />Licensee. <br />9.9. Designated Licensee Contact. It is the intent that <br />only Licensee designated contacts or, in their <br />absence, their assignees initiate support calls to <br />Emphasys. <br />10. GENERAL <br />10.1. Site Location: The Equipment and Software shall be <br />located at the following address: PO Box 8181, 300 <br />W. Tryon St., Hillsborough, NC 27278. <br />10.2. Export: The Equipment and Licensed Software <br />furnished by Emphasys herein and any direct <br />products thereof are presently considered licensable <br />commodities and are regulated by the U.S. <br />Department of Commerce. In order to either export <br />said commodities from the United States or to re- <br />export same from any country, a valid license from <br />the U.S. Department of Commerce is required. <br />Diversion contrary to United States Law is <br />prohibited. <br />10.3. Assignment: The rights under this Agreement shall <br />not be assigned by Licensee without the written <br />consent of Emphasys. <br />10.4. Complete Agreement: This Agreement, including all <br />Exhibits, constitutes the entire agreement between <br />the parties and supersedes all prior or <br />contemporaneous understandings or agreements, <br />DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C