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