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Tyler's negligence or willful misconduct, or Tyler's violation of a law applicable to Tyler's <br />perforruuance under the contract. The Client must notify Tyler promptly in writing of the claim <br />and give Tyler sole control over its defense or settlement. The Client agrees to provide Tyler <br />with reasonable assistance, cooperation, and information in defending the claim at Tyler's <br />expense. Tyler will defend, indemnify, and hold harmless the Client from third -party claians <br />that the Tyler software and/or documentation infringes an intellectual property right in <br />accordance with Section H(l) of Tyler's standard contract <br />• Warranty. Tyler does not provide implied warranties, including the implied warranties of <br />merchantability and fitness for a particular purpose, as they are subjective. "Tyler provides a <br />comprehensive, objective warranty tied to functional descriptions of the Tyler software. <br />• 4wvnership/Woi* for Hire. Tyler does not agree to work -for -hire provisions. Tyler retains <br />all intellectual property and confidentiality rights in and to out. proprietary and/or confidential <br />information and deliverables. <br />• Use and Public Disclosure. The Client may use the Tyler Proposal for its internal reference <br />in evaluating proposals. We reserve the right to protest the public disclosure of our confidential <br />business information/trade secrets but will comply with applicable public records laws.. <br />• Project Plan. Tyler's Proposal includes a sample project plan. Tyler reserves the right to <br />negotiate project timelines and will deliver the actual project plan upon obtaining further <br />information from the Client. <br />• Personnel. Tyler will provide information on representative Tyler personnel. We are unable <br />to assign personnel to a project until Tyler is selected and a contract is signed, in an effort to <br />most effectively use resounrces.. Tyler reserves the sole right to assign and reassign project <br />personnel but will use commercially reasonable efforts to maintain consistency of project <br />personnel. <br />• Proposal Basis. ':Tyler's proposal is based on the information provided in the RFP. Tyler has <br />read and understands the RFP terms and conditions, and Tyler's Proposal is submitted in <br />conformance with those terms and conditions, except as modified by, taken exception to, and <br />as otherwise provided in Tyler's Proposal. <br />• Maintenance & Support.. Provided the Client pays annual maintenance fees on the Tyler <br />software, Tyler will provide maintenance services on the Tyler software for at least five years <br />from contract signing. Tyler will offer support to Client so long as Tyler is making such support <br />generally available to its client base. Support on the Tyler software and any third -party <br />products is available according to the Maintenance Terror and Support Call Process attached <br />to the sample contract as an exhibit. <br />• Documentation. Tyler will make available such documentation as it makes generally available <br />to all clients using the proposed software and services, and reserves the right to provide some <br />or all documentation electronically, including embedding in the 'Tyler Software. The <br />Documentation is licensed to you and may be used and copied by your employees for internal, <br />non-commercial reference purposes only. <br />• Client Lists. Contractual limitations prevent Tyler from disclosing certain clients. Tyler has <br />enclosed a representative sample of its client list. <br />61 <br />(;`r. Oend, IN <br />Ux' O� l lWhoo �y,;Wr"o <br />