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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED <br /> 37 <br /> 2.5. A"System Release"shall include Error corrections and may include functional, <br /> processing, and/or cosmetic enhancements. System Releases shall be delivered based upon a <br /> mutually agreed schedule. <br /> 2.6. "Acknowledgement Time" is the elapsed time from County's reporting of an Issue <br /> until Farragut' acknowledgement of receipt of the reported Issue. <br /> 2.7. "Resolution Time" is the elapsed time from County's submission of an Issue and <br /> delivery of associated information until either(1) Farragut delivers a fix or reasonable workaround <br /> for the reported Error or supplies the requested information for Issues not involving Errors, or(2) <br /> in the event such delivery is not reasonably feasible, Farragut delivers a plan/schedule for the <br /> support. <br /> 2.8. "Release Acceptability" is a quality measurement for a System Release, defined <br /> as the total number of Issues addressed in such System Release without a reported defect within <br /> 30 days of delivery, divided by the total number of Issues that are purported to be addressed by <br /> such System Release. For example, if 90 Issues are closed without defect (10 defects are <br /> reported)out of a total of 100 Issues delivered in a Support Release, the Release Acceptability is <br /> 90/100 = 90%. <br /> 3. Services. Farragut shall provide the support and maintenance services specified in Exhibit A <br /> hereto. <br /> 4. Fees. <br /> 4.1. The annual support and maintenance fee for the initial term is set out on Exhibit A, <br /> which fee shall be due and payable within thirty(30)days of the Effective Date. Fees for renewal <br /> terms shall be Farragut' then current standard annual fee for maintenance of the Software, which <br /> fee shall be payable in advance prior to the start of such one-year renewal term; provided that in <br /> no event shall the maintenance fee increase by a cumulative amount of more than ten percent <br /> (10%) per year(unless the Country has acquired additional Software modules or has increased <br /> its number of real property parcels into a higher tier, as described in Exhibit A). Annual fees may <br /> be invoiced thirty(30) days prior to the expiration of the previous term. Farragut may impose <br /> interest on late payments in the amount of one percent (1 %) per month beginning on the date <br /> such payments became overdue. <br /> 4.2. Where on-site support is requested by County, a travel charge may be made by <br /> Farragut. <br /> 4.3. County understands that if County terminates this Agreement and then wishes at a <br /> later date to resume receiving services under this Agreement, County will be required to pay <br /> Farragut the entire maintenance fees for the period of discontinuance plus the maintenance fee <br /> for the period then commencing. <br /> 4.4. County shall be responsible for payment of all federal, state, local and other taxes <br /> (including, but not limited to, sales, use and property taxes) related to this Agreement, excluding <br /> any taxes based upon Farragut' income, unless County is tax exempt and provides a tax <br /> certificate of exemptions. <br /> 5. Confidentiality <br /> 5.1. "Confidential Information" means any information or data (including without limitation <br /> any formula, pattern,compilation, program,device,method,technique,or process)that is disclosed <br /> by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement <br /> that is identified in writing as confidential or that would reasonably be recognized as confidential. <br /> Confidential Information does not include information that: (a) is or becomes publicly known or <br /> Page 2 <br />