2008/10/22 Council Agenda Packet

r u 15. The Customer shall install and maintain for the term of this Support Agreement, a reasonable and satisfactory method of direct remote computer access to the Software. The Customer shall pay for the installation and maintenance of sueh access. Company shall use this access service in connection with error correction, software updating and user support only, and only upon prior written or email notice to the Customer, and Customer's acknowledgment of that notice. 16. The Customer must upgrade the Software in its entirety to the most recent version within seven business days of the release of any updates or modifications of the Software unless otherwise mutually agreed. Company will not be obligated to provide support for release versions that are more than two release versions older than the current version unless specified in this support agreement. Company agrees that all release versions will be tested for installation in a computer environment substantially similar to the Customer's and that all releases will be free of material defects that would affect the orderly continuation of Customer's use of the Product. 17. The Customer agrees that, subject to and in accordance with the Customer's internal policies and guidelines, it will upgrade the computer operating software, hardware and underlying database engines of the Desk Officer Online Reporting System software as necessary to meet the changing requirements of the Software as specified by Company as part of a current release of the Software, or as the parties mutually agree. The Customer agrees that, subject to and in accordance with the Customer's internal policies and guidelines, it will maintain appropriate licenses for the computer operating software and underlying database engines required of the Desk Officer Online Reporting System as necessary. The parties agree that Company is not obligated to ensure that its new release of the Software is compatible with outdated(exceeding 4 years from date of initial release) hardware,computer operating software or database engines). Confidentiality 18. Confidential Information. (a) The parties hereby acknowledge that they may have access to information that is confidential to one another ("Confidential Information"). "Confidential Information" includes, but is not limited to,the licensed products and enhancements, all related source and object codes, Documentation, customer and prospect lists,pricing proposals, financial and other business information,all data and information relating to Customer's operation, and any other information designated as confidential or proprietary information by the disclosing party. "Confidential Information" shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party from a third party who is not in breach of an obligation of confidentiality; (iii) was in the other party's lawful possession prior to disclosure of such information; (iv) is independently developed by the party without the benefit or use of the Confidential Information; or(v) is required to be disclosed under a court order or a valid subpoena, provided that the recipient of the Confidential Information promptly notifies the disclosing party in order for the disclosing party to have an opportunity to seek an appropriate protective order. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding the other Coplogic Support and Maintenance Agreement 6 f 4