Opening of Proposals - Utility Billing System - Systems & Software, Inc. - Part 2

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"Information System" means the composite of Hardware, Operating System Software, Application Software and Third Party Software provided by S&S. "Major Release" means the commercial release of a new version of the Application Software that is identified by a release number that is to the left of the first decimal point, such as 4.x, and that contains significant amounts of new or significantly enhanced functionality and/or major changes to the product's architecture or file structure. "Minor Release" means the commercial release of (i) a version of the Application Software that is identified by a release number that is to the right of the first decimal point, such as x.I; and /or (ii) a set of software corrections and system performance adjustments for the Application Software. "Milestone Acceptance" means each of the dates on which a milestone listed on the Milestone Payment Schedule (as set forth in Exhibit 2 (Payment Schedule)) has been completed in accordance with the milestone criteria specified in the Statement of Work. The parties acknowledge that Milestone Acceptance is expected to occur multiple times (i.e., once for each of the line items listed on the Payment Schedule in Exhibit 2 (Payment Schedule)). In the event that Customer fails to notify S&S within ten (10) days after receipt of S&S' sign -off request form that Customer believes a particular milestone has not been achieved and the reasons therefore, then Customer shall be deemed to have agreed and the particular milestone shall be deemed to have been completed, "Operating System Software" means the third party computer operating system software described in Exhibit I (Budget Detail/Notes) that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party unless otherwise specified. "Peripherals" means all non -server related Hardware components including, without limitation, disk storage, workstations, printers, tape drives, modems. "Project" means the procurement, implementation, training of personnel, and acceptance testing tasks necessary for the implementation of the Information System for use by Customer. "Site Preparation" means those physical installation and environmental conditioning tasks necessary to support the Information System, including specified cabling, telecommunications, Internet/VPN accessibility, network infrastructure, connections, power supply and air conditioning. "Source Code" means computer code in high level, human readable language, including comments and documentation reasonably necessary to build and/or modify such code. "SOW" means the Statement of Work attached hereto as Exhibit 4. "Support Services" means the software maintenance and support services to be provided by S&S as further described in Section 7 and in the S&S Software Maintenance & Support Guidelines, as such guidelines may be amended by S&S from time to time. "System Acceptance" means the date on which a module or group of interrelated modules of the Application Software is operating in a production environment processing actual Customer data in material compliance with the applicable Documentation and Specifications. Customer's failure to notify S&S of any material defects) within sixty (60) days of S&S notice that the module or group of interrelated modules are ready for Go Live shall constitute System Acceptance. "System Equipment" means the Hardware, Peripherals, Operating System Software and Third Party Software. "Term" means that the duration of the license for use of the Application Software described in Section 6(B) of this Agreement, which duration shall be perpetual, subject to the provisions of the Information Systems Agreement. "Third -Party Software" means the computer software that is described in Exhibit I (Budget Detail/Notes) that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party. For avoidance of doubt, this term does not include the Application Software. 2. SCOPE OF PROJECT S&S shall provide to Customer and implement the Information System comprised of the components described in Exhibit I (Budget Details/Notes). S&S shall use commercially reasonable efforts and work with designated Customer personnel to Systems & Software, Inc. Confidential 2