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

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INFORMATION SYSTEM AGREEMENT This Information System Agreement and all Exhibits attached hereto ("Agreement") is made and entered into as of the later of the two dates on the signature page ("Effective Date") by and between Systems & Software, Inc., a Vermont corporation with its principal offices at 10 E Allen Street, Suite 201, Winooski, Vermont 05404 ("S&S"), and the City of South Bend, a municipal government, with its principal offices at 227 W. Jefferson Blvd, South Bend, IN 46601 (the "Customer"). BACKGROUND A. S&S has developed application software for use in the utilities industry and is in the business of implementing information systems and providing related services to customers; and B. Customer desires to license from S&S certain software and for S&S to implement an information system and provide related services on Customer's behalf. In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: AGREEEMENT 1. DEFINITIONS "Application Software" means the commercial off the shelf ("COTS") version of enQuestaTM software licensed to Customer pursuant to this Agreement. "Change Order" means any written documentation between S&S and the Customer evidencing their agreement to change particular aspects of this Agreement. "Confidential Information" means, with respect to a party hereto, all information or material which (a) gives that party some competitive business advantage or the opportunity of obtaining such advantage, or (b) which is either (i) marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or identification, (ii) known by the parties to be considered confidential and proprietary, or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Confidential Information includes Customer's individually identifiable customer information and also the Application Software and related Documentation all screen generator programs, program codes, routines, methods, designs or objects, new product features and functions, the performance of the Application Software and the negotiations between the parties prior to execution of this Agreement. "Conversion" means those actions required to transfer selected portions of existing data (as such are described in the SOW) from Customer's current computerized data to the Information System. "Current Base System" means the version of the Application Software that has been commercially released by S&S as of the Effective Date and the related Documentation. "Customization" means the changing of any component of the S&S Current Base System during the original delivery and implementation period of the Application Software installed prior to the System Acceptance Date. "Delivery" means, as applicable, the earliest date of (a) initial installation to Customer of the Information System (or components thereof); (b) delivery of the Information System (or components thereof) by S&S to a common carrier for transport to Customer; and (c) performance of services by S&S. "Documentation" means (i) with respect to the Application Software, the standard user -oriented instructions and related materials for the operation of the Application Software in the form distributed by S&S generally to its customers, together with updates, modifications and enhancements thereto; and (ii) with respect to the System Equipment, the standard user -oriented instructions and related materials for the operation of the System Equipment in the form distributed by each applicable third party vendor generally to its customers, together with updates, modifications and enhancements thereto. "Go Live" means the date on which the Application Software is operating in a production environment processing Customer's actual data. "Hardware" means computer hardware. "Information System" means the composite of Hardware, Operating System Software, Application Software and Third Party Software provided by S&S. Systems & Software, Inc.