Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

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shall be subject to pricing at S&S' then -current fees. Customer shall provide S&S with an annual report specifying the then current number of Users. (vii) The Application Software shall be used solely on the server environment described in Exhibit 1 (Budget Detail Notes) or as agreed to in writing by S&S. Third Party Software use and limits, including with respect to the number of named or concurrent users, will be subject to the terms of each third party vendor's own license which will be entered into separately between Customer and each third party vendor. (viii) Customer shall take all reasonable steps to preserve the confidential and proprietary nature of the Application Software and Documentation. (ix) Customer shall limit access to the Application Software to employees, auditors, consultants and agents of Customer who need access to the Application Software in order for the Customer to use the Application Software as permitted herein. Customer shall inform all persons with access to the Application Software of the confidential and proprietary nature of the Application Software and of the restrictions set forth in Section 10 of this Agreement. (x) All Third Party Software is licensed to Customer solely and directly by the third party supplier of such software, not by S&S. Customer, therefore, acknowledges and agrees that, notwithstanding the Delivery to the Customer and Customer's payment to S&S for such software, Customer's rights, obligations and remedies regarding such software shall be determined solely and exclusively by the terms and conditions of Customer's agreements with the third party supplier of such software. (xi) The parties acknowledge and agree that (a) the Application Software may include embedded third party software components licensed by S&S for use in the Application Software; (b) the terms and conditions of Sections 8C, 8F, 8G, 8I and 10 of this Agreement shall inure for such third party's benefit and (c) subject to the license and sublicense rights granted to S&S in connection with its use and distribution as part of the Application Software, the third party software owner retains right, title and interest in such software, including statutory enforcement rights in the event of infringement. SUPPORT SERVICES A. S&S Su pg[LPrq rain. Beginning at initial installation of the Application Software, the Customer is required to participate in the S&S Maintenance and Support Program ("S&S Support Program") for a period of five (5) years. Upon completion of this five (5) years period, participation in the S&S Support Program shall be optional. Participation in this Program is required to continue to receive support from S&S. Guidelines of this S&S Support Program are defined in Exhibit 3 (S&S Support Program General Guidelines). S&S may modify said guidelines from time to time. The Application Software and systems support services described herein will be invoiced on a prorated basis through the end of then -current calendar year and thereafter annually in -advance on a January through December calendar year basis. Thereafter on an annual basis, S&S will provide Customer a support renewal quote for the upcoming year prior to the renewal date. The Customer must provide sixty (60) days notice prior to their scheduled renewal date of their intent to renew or cancel the program. S&S reserves the right to modify the S&S Support Program throughout the Term. B. Exuhisions from Suyoort Services. S&S shall not be required to perform corrective maintenance as part of its Support Services with respect to Application Software malfunctions caused by: (i) Customer's modifications to the Application Software unless performed at the direction of S&S; (ii) Customer's failure to use updates, enhancements or program error corrections; (iii) Failure to use the Application Software in accordance with this Agreement; or (iv) Actions beyond S&S' reasonable span of control with respect to Customer's actions which alter the turnkey implementation environment, or cause Hardware or Third Party Software malfunctions. C. Enrollment & Pricin . Customer agrees to begin participation in the S&S Support Program commencing at initial installation of Application Software. Applicable pricing for the S&S Support Program for Years 1-5 are set forth in Exhibit 1 (Budget Detail Notes). Thereafter on an annual basis, S&S will provide Customer a support renewal quote for the upcoming year prior to the renewal date. The Customer must provide sixty (60) days notice prior to their scheduled renewal date of their intent to renew or cancel the program. If the Customer elects to discontinue their participation in the S&S Support Program S&S shall be under no obligation to continue providing maintenance services past the period for which Customer has paid for enrollment in the S&S Support Program. D. Reserved. Systems & Software, Inc.