Reso 2002-504 - Laserfiche WebLink

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I. DEFINITIONS. The following terms as defined below are used throughout this Agreement: I. "Licensed Standard Software": The current version of New World standard and development application software package(s) (in machine readable code and, if applicable, the related source code) listed on Exhibit A. "Development Software" is standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement. 2. "Upgrades": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this Agreement and released after the execution of this Agreement. 3. "LicensedCustomSoftware": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. 4. "LicensedSoftware": The Licensed Standard Software (including any Development Software), Upgrades, and Licensed Custom Software provided under this Agreement. 5. "Licensed Documentation": New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials). 6. "Authorized Copies": Except as provided in Section II, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered b}New World under this Agreement; and (ii) any additional copies made by Customer as authorized in Section II, subparagraph 1.2. 7. "Licensed Products": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 8. "Customer Liaison": A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) days of execution of this Agreement, Customer shall notifY New World of the name of the Customer Liaison. 9. "SSMA": The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 10. "Computer": The single IBM iSeries 400 model processor, to be located at: City a/Sunny Isles Beach 17070 Collins Avenue Sunny Isles Beach, FL 33160 Customer shall identifY in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) days of execution of this Agreement, whichever is later. If the Computer is to be relocated,Customer shall notifY New World of the new location in writing prior to the relocation. 11. "Confidentiallnformation": Information disclosed or obtained by one party in connection with, and during the term of, thisAgreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this\greement, is publicly disclosed either prior or subsequent to the other party's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. II. GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 In consideration of Customer's payment of the license fees specified in Exhibit A and the applicable custom software fees, if any, New World grants Customer a nontransferable and nonexclusive license to use the Licensed Software only on the Computer and only for its internal processing needs. Once Customer has fully paid the license fees for the Licensed Software, Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer. In accordance with the payment plan(s) on the attached Exhibits, New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) on storage media supplied by Customer and one copy of the related Licensed Documentation. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back up copies on magnetic media of each application of the Licensed Software and one back up copy of the related Licensed Documentation. These Authorized Copies may be stored off-site away from Customer's premises as specified in the Defmitions so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies CONFIDENTIAL Page 2 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL