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Last modified
2/15/2019 9:00:34 AM
Creation date
1/24/2019 8:22:14 AM
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Template:
Contracts
Company Name
FRACTA
Contract #
N-2019-022
Agency
PUBLIC WORKS
Expiration Date
1/30/2020
Destruction Year
2025
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r'. <br />• SOFTWARE AS A SERVICE AGREEMENT <br />• • • Master Terms and Conditions <br />F R A C TA Online Version <br />access, information, and assistance as Fracta may reasonably require in the process <br />of resolving any Error. This paragraph is Customer's sole and exclusive remedy for <br />Errors. <br />4.4 Support Requests. During regular business hours (_ am - _ pm Pacific Time) <br />Customer may email or call Fracta to raise a support issue, using the contact <br />information provided by Fracta. Customer is encouraged to designate Users with <br />authority to make support requests. Fracta reserves the right to limit the number of <br />such Users if support requests are excessive. <br />5. TERM <br />5.1 Term. The Initial Term of this Agreement shall be the number of years from the <br />Effective Date shown on the Cover Sheet or Quotation. The Agreement will <br />automatically renew for successive Renewal Terms of one (1) year, unless either <br />party gives notice of non -renewal at least sixty (60) days prior to the expiration of the <br />then -current term. <br />5.2 Termination. Either party may terminate this Agreement for a material breach by the <br />other party that is not cured within thirty (30) days after notice of breach. Either <br />Party may immediately terminate this Agreement if the other Party: (a) becomes <br />insolvent and becomes unwilling or unable to meet its obligations under this <br />Agreement; (b) files a petition in bankruptcy; or (c) is subject to the filing of an <br />involuntary petition for bankruptcy that is not rescinded within a period of sixty (60) <br />days. <br />5.3 Oblioations Upon Termination. Upon termination of this Agreement: (i) Fracta may <br />immediately terminate Customer's access to the System; (ii) Upon written request <br />from Customer received within 30 days of termination, Fracta will provide access to <br />the System for a period of 48 hours for the limited purpose of exporting Utility Data; <br />5.4 Survival. All provisions of this Agreement which by their nature should survive <br />termination shall survive termination, including, without limitation, ownership <br />provisions, warranty disclaimers, and limitations of liability. <br />6. CONFIDENTIAL INFORMATION <br />6.1 "Receiving" and "Disclosing' Parties. Careful protection and non -disclosure of <br />Confidential Information (as defined below) by the Party receiving Confidential <br />Information ("Receiving Party") from the Party disclosing Confidential Information <br />Fracta Confidential Page 5 of 11 February 7, 2018 <br />
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