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<br />Customer to use and copy the Software (in object code only) and the Documentation, solely for the purposes of
<br />defining elections and tabulating and reporting election results in the Jurisdiction. The license does not permit
<br />Customer to take any of the following actions:
<br />a. Reverse engineer, decompile, disassemble, re-engineer or otherwise create, attempt to
<br />create, or permit, allow or assist others to create, the source code or the structural framework for part or
<br />all of the Software;
<br />b. Cause or permit any use, display, loan, publication, transfer of possession, sublicensing or
<br />other dissemination of the Software or Documentation, in whole or in part, to or by any third party including,
<br />but not limited to, any transfer of possession to, or use of the Software or Documentation by any third
<br />party to perform any services for Customer (including but not limited to any coding, programming or layout
<br />services) without the prior written consent of ES&S; or
<br />c. Cause or permit any change to be made to the Software without the prior written consent of
<br />ES&S.
<br />d. Allow any third party to cause or permit any copying, reproduction or printing of any output
<br />generated by the Software (except finished ballots by ballot printers selected by Customer) in which ES&S
<br />owns or claims any proprietary intellectual property rights (e.g., copyright, trademark, patent pending or
<br />patent), including but not limited to any ballot shells or ballot code stock.
<br /> 2. License Fees. In consideration for the grant by ES&S of the license for the Software described in
<br />Section 1 of this Article II, Customer shall pay ES&S the fees set forth on Attachment 1. Any license or royalty fees
<br />payable to any third parties for the use of any third-party items shall be the sole responsibility of Customer.
<br /> 3. Term of License. The license for the Software shall be in effect for the coverage period as
<br />described in Attachment 1. ES&S may terminate the license in the event Customer fails to pay the consideration
<br />due for, or breaches Sections 1, 2, or 4 of this Article II with respect to, such license. Upon the termination of the
<br />license granted in Section 1 for Software or upon Customer’s discontinuance of the use of any Software, Customer
<br />shall immediately return such Software and Documentation (including any and all copies thereof) to ES&S, or (if
<br />requested by ES&S) destroy such Software and Documentation and certify in writing to ES&S that such destruction
<br />has occurred.
<br /> 4. Proprietary Rights. Customer acknowledges and agrees that ES&S owns all rights, title, and
<br />interest in and to the Software and Documentation, subject to the license granted herein. ES&S likewise owns all
<br />patents, trademarks, copyrights, trade names and other proprietary or intellectual property in, or used in connection
<br />with, the Software and Documentation. The Software and Documentation also contain confidential and proprietary
<br />trade secrets of ES&S which are protected by law and are of substantial value to ES&S. Customer shall keep the
<br />Software and Documentation free and clear of all claims, liens and encumbrances and shall maintain all copyright,
<br />trademark, patent or other intellectual or proprietary rights notices which are set forth on the Software, the
<br />Documentation, and all permitted copies thereof.
<br />ARTICLE III
<br />SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES
<br />
<br />
<br />1. Services Provided. ES&S shall provide maintenance and support services for the Software to
<br />enable the Software to perform in accordance with the Documentation in all material respects and to cure any defect
<br />in material or workmanship. The specific maintenance and support services for the Software provided by ES&S and
<br />each party’s obligations with respect thereto are set forth on Attachment 1.
<br />2. Updates. During the Term for which Customer has paid the associated fees, ES&S may provide
<br />new releases, upgrades, or maintenance patches to the Software, together with appropriate Documentation
<br />(collectively, “Updates”), on a schedule defined by ES&S. Customer shall be solely responsible for obtaining and
<br />Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6
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