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<br /> 3. Services As itemized in the Summary of Proposed Pricing, Trapeze will perform for the benefit of
<br /> Licensee services related to Licensee's use of the Software. Such services may include installation, modification,
<br /> testing,training and additional services(the"Services").
<br /> 4. Acceptance Procedure Upon completing the delivery, installation, and testing of the Software, Trapeze
<br /> will notify Licensee in writing. Licensee will then have ten (10)business days in which to conduct acceptance tests
<br /> in order to ensure that the Software operates in all material respects as specified in the Documentation.At the end of
<br /> this period, Licensee will be deemed to accept the Software unless Trapeze receives prior written notice outlining
<br /> the nature of the perceived defects in the Software.
<br /> Notwithstanding the above, Licensee will be deemed to accept the Software when the Licensee puts the Software
<br /> into operational and functional use. Without limiting the foregoing, the Software will be deemed to be in
<br /> operational and functional use when the Licensee first uses the Software to support its then current operations in any
<br /> capacity. Upon the deemed acceptance of the Software in accordance with this paragraph, Licensee will provide
<br /> Trapeze with a written acknowledgement to confirm such acceptance.
<br /> 5. Payment Trapeze will invoice Licensee for the Software licensee fee(s) as set out in and according to the
<br /> Summary of Proposed Pricing. The full amount of the license fee is set out in Exhibit A. Trapeze will invoice
<br /> Licensee for Services, as rendered, on a monthly basis and according to the Summary of Proposed Pricing. Trapeze
<br /> will also invoice Licensee for related expenses on a monthly basis, and such expenses will be calculated on a fixed
<br /> rate per diem basis, as those rates are set out in the Summary of Proposed Pricing. Subject to receipt of an accurate
<br /> invoice, Licensee will pay invoices within thirty (30) days of receipt. Overdue payments will bear interest at the
<br /> annual rate of fifteen percent (15%) on the amount outstanding from the date when payment is due until the date
<br /> payment in full is received by Trapeze. Licensee will also be responsible for payment of all applicable taxes and
<br /> other levies, including sales and use taxes, and this obligation will survive termination of this Agreement. If
<br /> Licensee has a tax exemption certificate, a copy of the certificate must be provided to Trapeze upon signing of this
<br /> Agreement to avoid payment of the applicable tax to Trapeze.
<br /> 6. Trade Secrets Licensee acknowledges that Trapeze's Software, documentation, specifications, data
<br /> structures, links, architecture, and implementation of its Software are confidential, proprietary and kept by Trapeze
<br /> as a trade secret. City agrees to maintain in confidence, and not disclose, the confidential and/or proprietary
<br /> information of Trapeze. Trapeze acknowledges,however,that the City is subject to RCW Chap. 42.17. Therefore,
<br /> if a request is made for disclosure of the data structures,tables, liks,architecture, or implementation of Software,the
<br /> City agrees to make reasonable efforts to notify Trapeze so that Trapeze may, if it chooses, contest disclosure in the
<br /> manner allowed by RCW Chap. 42.17 or any other applicable law. These obligations shall survive any termination
<br /> of this Agreement..
<br /> 7. Media and Publication Upon reasonable notice and consultation with the Licensee, Trapeze shall be
<br /> entitled to publish press releases and other general marketing information related to this Agreement and the work
<br /> done hereunder. Except for the foregoing, and subject to the strict requirements of the law, neither party will
<br /> communicate with representatives of the general or technical press,radio,television, or other communication media
<br /> regarding the work performed under this Agreement without the prior written consent of the other party.
<br /> 8. Warranty Trapeze warrants the Software to operate in all material respects as specified in the
<br /> Documentation for a period of one (1)year from the date upon which the Software is first put into operational and
<br /> functional use, as defined in the "Acceptance Procedure" paragraph herein. The sole remedy of Licensee for any
<br /> breach of this warranty will be to require Trapeze to use reasonable efforts to correct,at its own expense,any defects
<br /> in the Software that are brought to Trapeze's attention by Licensee.
<br /> This warranty is in lieu of all other warranties, conditions or other terms,express or implied, concerning the
<br /> Software. It explicitly excludes any other warranty, condition or other term which might be implied or
<br /> incorporated into this Agreement,whether by statute,regulation,common law,equity or otherwise,including
<br /> without limitation any implied warranties or conditions of quiet usage, merchantability, merchantable
<br /> quality, fitness for a particular purpose,or from the course of dealing or usage of trade as allowed by law. In
<br /> particular, Trapeze does not warrant that: (i) the Software will meet any or all of Licensee's particular
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