GSA Software License Agreement, and Software Maintenance Agreement for SBPD

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nor prejudice the U.S. Government's right to EXPRESS remedies provided in the Contract (i.e. clause 552.238-72 — Price Reductions, clause 52.212-4(h) — Patent Indemnification, Liability for Injury or Damage (Section 3 of the Price List), and GSAR 552.215-72 — Price Adjustment — Failure to Provide Accurate Information). J. Source Code JUSTICETRAX will provide the source code for the LIMS Code to Licensee if JUSTICETRAX no longer offers maintenance service for the LIMS Code, there is no successor maintenance provided to JUSTICETRAX for the LIMS code, and neither this Agreement nor an associated Maintenance Agreement have been terminated by either party or breached by Licensee. Licensee shall keep such source code confidential, will not disclose it to others and will only disclose it to those of its employees having a need to access such source code for the purpose of maintaining the LIMS Code. Licensee shall use such source code only for the purpose of maintaining the LIMS Code and may not license or otherwise transfer the source to third parties. K. Termination 1. Termination of this agreement is governed by the FAR and the terms of the schedule contract. However, if not defined in the schedule contract or FAR, below are the terms of the termination.. In the event of any such termination Licensee shall, within seven (7) days of termination of this Agreement„ return the. licensed Software and Licensed Documentation, and all copies thereof, to J JS'l°ICIa"I`1tAX„ and erasc or destroy .all electronic, machine and otherstorage media copic,s of the Heensed Sollwarc and licensed Documentation and provide JI.ISTICETIIAX with a certification by an officer of Licensee, of such return, erasure and destruction. 2. The expiration or termination of this Agreement shall be without prejudice to any rights of JUSTICETRAX against Licensee and such expiration or termination shall not relieve Licensee of any of its obligations to JUSTICETRAX existing at the time of expiration or termination. M. Force Majeure If the performance of JUSTICETRAX hereunder is delayed or prevented at any time due to circumstances beyond the control of JUSTIf"F.'1"11A '„. including„ without limitation, those resulting from labor disputes,„ Iirc, floods, riots, civil disturbances, weather conditions, control exercised by a governmental entity, unavoidable casualties or acts of God or a public enemy, the performance of JUSTICETRAX shall be excused until such condition no longer exists. N. Year 2000 JusticeTrax LIMS-plus® stores dates with a four digit year enabling it to distinguish dates at or beyond the turn of the century. O. Miscellaneous Any modification of this Agreement must be in writing and signed by a duly authorized representative of each party. The terms of the schedule contract, the terms of the applicable Larder and this Agreement represents the entire agrcement between the parties regarding the subject matter hereof and it supersedes all proposals and prior agreements or understandings of the parties regarding such matter. Terms and conditions contained in any Licensee ordering document submitted pursuanthereto shalt not modify this Agreement in any way, In the event that any terra hereof is held invalid, illegal or unenforceable„ it shall be severed from this Agreement without affecting the validity, legality and enforceability of the remainder thereof. Headings used to identify the various sections ofdds Agreement are for convenience only and shall not be used to construe or interpret this Agreement. Licensee may not assign this Agreement without the prior written consent of JUSTICETRAX, and any such unconsented assignment shall be void. This is a contract with the US Government and is subject to the FAR. Venue and jurisdiction of any disputes is determined by the applicable federal statute (federal tort claims act, contract disputes act, etc.). IN WITNESS WHEREOF, the parties hereto have executed this Agreement and caused it to be effective on the date fast written above. SOUTH BEND POLICE DEPARTMENT Name: