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TO WAIVE THEIR RIGFTf TO A JURY TRIAL. The following four sentences by these Software Terms. New releases of the Base or Application Software that
<br /> control over every other pan of [his Agreement and over all other documents now are not Maintenance Releases, if any, may be subject to additional license fees at
<br /> or later pertaining to this Agreement We both intend to comply with applicable Xerox's then-current pricing and shall be considered Base or Application Software
<br /> laws. In no event will Xerox charge or collect any amounts in excess of those governed by these Sokwere Tenns (unless otherwise noted). Xerox will not be in
<br /> allowed by applicable law. Any part of this Agreement [hat would, but for this breach of its sofiware support obligations hereunder iF, in order to implement, in
<br /> Section, he read under any circumstances to allow for a charge higher than that whole a in part, a new release of Base or Application Software provided or made
<br /> allowed under any applicable legal limit, is limited and modified by this Section to available to you by Xerox, you must procure, at your expense, additional hardware
<br /> limit [he amounts chargeable under this Agreement to the maximum amount and/or sofiware from Xeroz or any other entity. You agree to return or destroy all
<br /> allowed under the legal limit. If, in any circumstances, any amount in excess of that prior releases.
<br /> allowed by law is charged or received, any such charge will be deemed limited by C. Xerox will use reasonable efforts, either directly and/or with its vendors, to
<br /> the amount legally allowed and any amount received by Xerox in excess of [hat resolve coding errors or provide workarounds or patches, provided you report
<br /> legally allowed will be applied by us to the payment of amounts legally owed under problems in the manner specified by Xerox.
<br /> this Agreement, or refunded to you. D. Xerox shall not he obligated (1) ro support any Base or Application Software
<br /> SOFTWARE TERMS: The following additional terms apply only [o transactions [hat is two or more generations older than Xerozs most current release or (2) to
<br /> covering Application Software and/or Xerox-brand FquipmenC remedy coding errors if you have modified [he Base or Application Software.
<br /> 22. SOFTWARE LICENSE. The following terms apply to copyrighted software E. Xerox may annually increase the Annual Renewal and Support-Only Fees, each
<br /> and the accompanying dceumentation, including, but not limited to, operating such increase not [o exceed 10'9. (For state and Iceal-govemment customers, this
<br /> system software, provided with or within [he Xerox-brand Equipment acquired adjustment shall lake place at the commencement of each of your annual contract
<br /> hereunder ("Bate Software") as well as software specifically set out as "Application cycles J
<br /> Software" on the face of [his Agreement. This license does not apply to any 24. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or
<br /> Diagnostic Software or to any sofiware /documentation accompanied by a diagnose its failures or substandard performance (collectively "Diagnostic
<br /> clickwrap or shrinkwrap license agreement or otherwise made subject to a separate Software") is embedded in, resides on, or may be loaded onto the FquipmenC The
<br /> license agreement Diagnostic Software and method of entry or access to it constitute valuable trade
<br /> A. Xerox grams you anon-exclusive, non-transferable license to use the Base secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely
<br /> Software within the United S[a[es, its terilories, and possessions (the "United with Xerox and/or Xerox's licensors. You agree that (a) your acquisition of the
<br /> States") only on or with the Equipment with which (or within which) it was Equipment does not gram you a license or right ro use the Diagnostic Softwam in
<br /> delivered. For Application Software, Xerox grants you anon-exclusive, non- any manner, and (b) that unless separately licensed by Xerox to do so, you will not
<br /> transferable license [o use this software within the United States nn any single unit use, reproduce, distribute, or disclose the Diagnostic Sokwere for any purpose (or
<br /> of equipment (or as long as you are current in the payment of any indicated allow third parties [o do so). You agree at all times (including subsequent to the
<br /> software license tees (including any Annual Renewal Fees). You have no other expiration of [his AgreemenQ to allow Xeroz to access, monitor, and otherwise take
<br /> rights Io the Base or Application Software and, in particular, may not: (1) steps to prevent unauthorized use or reproduction of [he Diagnostic Software.
<br /> distribute, copy, modify, create derivatives of, decompile, or reverse engineer this
<br /> software: (2) activate any software delivered with or within the Equipment in an GOVERNMENT CUSTOMER TERMS: The following additional terms apply
<br /> unactivated state; or, (7) allow others to engage in same. Title to the Base and only to lease transactions with slate and local govemment customers:
<br /> Application Software and all copyrights and other imellectual properly rights in it 25. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT &
<br /> shall at all times reside solely with Xerox and/or its licensors (who shall be PAYMF,NT
<br /> considered third-party beneficiaries of this Agreement's software and limitation of A REPRESENTATIONS & WARRANTIES. You hereby represent and warrant,
<br /> liability provisions). Base and Application Software may contain, or be modified to as of the date of this Agreement, thaC (1) you are a State or a fully constituted
<br /> contain, computer code capable of automatically disabling proper operation or political subdivision or agency of the State in which you are located and are
<br /> functioning of the Equipment Such disabling etxle may be activated if: (a) Xerox authorized ro enter into, and carry out, your obligations under this Agreement and
<br /> is denied reasonable access to the Base or Application Sokwere to periodically reset any other documents required to be delivered in connection with the Agreement
<br /> such code; (b) you are notified of a default under any term of [his Agreemem[; or, (collectively, the "Documents"); (2) the Documents have been duly authorized.
<br /> (c) your license is terminated or expires. executed and delivered by you in accordance with all applicable laws, roles,
<br /> B. Xerox may terminate your license for any Base Software (I) immediately if you ordinances and regulations (including, but not limited to, all applicable laws
<br /> no longer use or possess the Equipment or are a lessor of the Equipment and your goveming open meetings, public bidding and appropriations required in connection
<br /> first lessee no longer uses or possesses it or (2) upon the termination of any with this Agreement and the acquisition of the Equipment) and are valid. legal.
<br /> agreemem under which you have rented or leased the Equipment binding agreements, enforceable in accordance wish their terms and the person(s)
<br /> C. If you transfer possession of the Equipment after you obtain title to it. Xerox signing the Documents have the authority to do so, are acting with the full
<br /> will offer the transferee a license to use [he Base Software within the United States authorizafion of your goveming body and hold the offices indicated below their
<br /> on or with it subject to Xerox's then-applicable terms and license fees, if any, and signatures, each of which are genuine; (3) the Equipment is essential to the
<br /> provided the transfer is not in violation of Xerox's rights. immediate performance of a governmental or proprietary function by you within the
<br /> D. Xerox wartants that the Base and Application Software will perforn in material scope of your authority and shall be used during the lease term only by you and
<br />
<br /> conformity with its published specifications for a ninety (90) day period from the only to perform such function; and, (4) your obligations to remit payments under
<br />
<br /> dale it is delivered or, for software installed by Xerox, the date of sofware this Agreement constitute a current expense and not a debt under applicable state
<br /> installation. Neither Xerox nor its licensors warrant [hat the Base or Application law and no provision of this Agreement constiNtes a pledge of your tax or general
<br />
<br /> Software will be free from errors or shat its operation will be uninterupled. revenues and any provision [hat is so construed by a court of competent jurisdiction
<br /> is void from the inception of this Agreement.
<br /> 23. SOFTWARE SUPPORT. During the period [hat Xerox (or a designated B FUNDWG. You represent and warrant that all payments due and to become
<br /> servicer) provides Basic Services for the Equipment but in no event longer than five due during your torten[ fiscal year are within the fiscal budget of such year and are
<br /> (5) years aker Xerox stops taking orders from customers for their acquisition of the included within an unrestricted and unencumbered appropriation currently available
<br /> subject model of Equipment, Xerox (or a designated servicer) will also provide for [he lease/purehase of the Equipment and that it is your intent to use the
<br /> software support (or the Base Software under the following terms. For Application Equipment for the entire lease term and to make all payments required under this
<br /> Software, Xerox will provide this same level of support provided you are current in agreement. In the event that (I) through no action initiated by you your legislative
<br />
<br /> the payment of all Initial License and Annual Renewal Fees (or, for programs not body does not appropriate (ands for the continuation of this Agreement for any
<br /> requiring Annual Renewal Fees, [he payment of [he Initial License Fee and the fiscal year after the first fiscal year and has no funds to do so from other sources,
<br /> annual "Support Only" Pees): and (2) you have made a reasonable but unsuccessful effort to find a creditworthy
<br /> A. Xerox will assure that Base and Application Software performs in material assignee acceptable to Xerox in its sole discretion within your general organization
<br />
<br /> conformity with its published specifications and will maintain a foil-free hotline who can continue Ihis Agreement, this Agreement may be terminated. To effect this
<br />
<br /> during standard business hours to answer related questions. termination, you shall, thirty (30) days prior to the beginning of [he fiscal year for
<br /> B. Xerox may make available new releases of the Base or Application sofiware which your legislative body does not appropriate funds for such upcoming fiscal
<br />
<br /> thus primarily incorporate coding ertor fixes and are designated as "Maintenance year, send Xerox written notice staling [hat your legislative body failed to
<br />
<br /> Releases". Maintenance Releases are provided at no charge and must be appropriate funds and [hat you have made the required effort to find an assignee.
<br />
<br /> implemented within six (b) months aker being made available [o you. Each new Your notice must be accompanied by payment of all sums then owed through the
<br />
<br /> Maintenance Release shall be considered Base or Application Sokwere governed curent year to Xerox under this Agreement and must certify that the canceled
<br /> Xerox Fortn# S I860t&e (07/2(X14) 8/112004 Page 4 of 6
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