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6 <br /> TERMS AND CONDITIONS <br /> NOW THEREFORE,the parties agree as follows: <br /> 1. Definitions In this Agreement the capitalized words set out below will have the following meanings: <br /> "Agreement" this system supply and support agreement between Trapeze and Customer, and the attached <br /> exhibits,all of which form an integral part of this Agreement; <br /> "Documentation" the user documentation pertaining to the System as supplied by Trapeze; <br /> "Equipment" the Trapeze Equipment and the Third Party Equipment; <br /> "New Product" any update,new feature or major enhancement to the Trapeze Software that Trapeze markets <br /> and licenses for additional fees separately from Upgrades; <br /> "Statement of Work" the specifications for the services to be provided by Trapeze, any subcontractors, and the <br /> Customer,attached hereto as Exhibit E; <br /> "Summary of <br /> Pricing" the summary of pricing information related to the System,attached hereto as Exhibit C: <br /> "System" the Equipment and the Trapeze Software; <br /> "System <br /> Specifications" the functional specifications relating to the design and performance of the System, set forth in <br /> Exhibit D attached hereto; <br /> "Third Parry <br /> Equipment" the computer hardware,system software and any other related items to be provided by Trapeze, <br /> as identified in Exhibit B-2 of this Agreement; <br /> "Third Party Terms" Third Party Equipment terms and conditions,set forth in Exhibit G; <br /> "Trade Secrets" any information proprietary to either party (including software source code), concerning a <br /> design, process,procedure, formula, or improvement that is commercially valuable and secret <br /> (in the sense that the confidentiality of such information affords a competitive advantage to the <br /> owner), but shall not include any information that (1) is or becomes generally known to the <br /> public through no fault of the recipient;(2)is obtained without restriction from an independent <br /> source having a bona fide right to use and disclose such information, without restriction as to <br /> further use or disclosure;(3)the recipient independently develops through persons who have not <br /> had access to such information; or(4) the disclosing party approves for unrestricted release by <br /> written authorization. <br /> "Trapeze Equipment" the Trapeze proprietary equipment units identified in Exhibit B-1 of this Agreement; <br /> "Trapeze Software" the Trapeze proprietary software applications identified in Exhibit A of this Agreement; <br /> "Upgrades" generic enhancements to the Trapeze Software that Trapeze generally makes available as part <br /> of its maintenance services. <br /> 2. Services Trapeze will install the System at the address designated by the Customer. Trapeze will provide all <br /> services and perform all actions required by, and in accordance with, the Statement of Work (the "Services"). The <br /> Customer will perform all applicable activities and provide all information as required by the Statement of Work. <br /> City of Everett <br /> Everett,Washington Page 2 of 20 2009 <br /> Trapeze Proprietary and Confidential <br /> 15 <br />