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Licensee for use only under the terms of this agreement. Licensee agrees not to remove, alter, obscure or render in any manner unreadable all of Licensor's trademarks, trade names, logos, copyright designations, serial numbers, or other appropriate designations, which may appear on any SIGMA programs or other SIGMA material. Any tangible media upon which SIGMA programs or other SIGMA materials are delivered to Licensee are loaned to Licensee and shall remain the property of the Licensor. Licensee warrants that neither it nor any of Licensee's employees or agents, who will have direct or indirect access to any of the SIGMA software or related documentation develop, sell, or represent competitive software systems or otherwise have a conflict of interest with Licensor; Licensee agrees to take all necessary actions to prohibit future access to any part of the SIGMA system to such persons. Licensee agrees not to allow any of its employees who may have any conflict of interest with Licensor, or have a financial interest in any competitor of Licensor, or are in any way involved In any competing software development activities, to use or see the SIGMA programs and manuals except the Test Administration Program, without the express written approval of Licensor. Licensee agrees not to allow any person who is not an employee of Licensee to view, or have access to, any SIGMA software or documentation except the Test Administration Program, without the express written permission of Licensor. Licensor shall have the right to withhold this permission and/or to make it contingent upon the signing of a CONFIDENTIAL NON-DISCLOSURE AGREEMENT. Licensee agrees to inform anyone whom it allows to have access to SIGMA programs or documentation of these provisions. G. COPIES. Licensee agrees not to attempt to list, disassemble, "reverse compile", or in any other way attempt to recover or decipher the SIGMA system program source code or to allow any other party to do so. Licensee agrees not to make any copies of any portion of SIGMA, except to make backup copies of the SIGMA software for internal archival purposes to be used in case of damage to the original. Licensee agrees to keep such copies locked in a secure place. Licensee agrees to affix the following notice to all copies Licensee makes: "Copyright 1999-2006 CPS HUMAN RESOURCE SERVICES, SIGMA DATA SYSTEMS DIVISION". Licensee may make photocopies of the SIGMA user's manuals only for its internal use by its own employees who are SIGMA users or SIGMA administrators. Upon creation, such photocopies shall become the property of Licensor, and shall immediately become part of the licensed materials. Licensee agrees that it will take all reasonable steps to prohibit and prevent its employees and others from making unauthorized copies of the SIGMA software and documentation. Licensee agrees to inform all persons having access to SIGMA that it is a violation of federal copyright and other laws and of this agreement to make unauthorized copies of SIGMA software and documentation in any form. H. MODIFICATIONS. Licensee agrees that neither it nor any of its employees, agents or representatives will modify or attempt to modify the SIGMA programs or manuals or data files' structures, without the express written consent of Licensor. I. INSTALLATION, TRAINING AND SUPPORT. Licensor agrees to deliver SIGMA within ninety (90) days of the date of this agreement, and to provide implementation and data conversion services covered herein within one-hundred eighty (180) days of this agreement. The actual date of training shall be decided by mutual consent of the parties. If Licensee cancels or requests rescheduling of the training less than thirty (30) days prior to a mutually agreed upon schedule, Licensee agrees to pay Licensor the total amount specified for training in section 4D below as though the services had been actually performed, plus pay for any actual expenses incurred by Licensor due to the cancellation, change, or reissue of plane tickets and other travel reservations. Licensor shall provide technical assistance for system installation and SIGMA training for up to fifteen (15) trainees per training session. The amount of time spent on site for installation and training, if any, shall be as specified in Section 4D below. Licensee agrees to provide the on-site training facilities and necessary computer equipment, including at least one computer for every two trainees. If the installation is delayed due to defects in, or non-availability of, Licensee's hardware, operating system software, or other reasons beyond the control of Licensor, then Licensee shall pay any actual living and travel costs associated with the delay plus $1,000.00 per day for each day or part thereof that Licensor's representative is delayed on site while performing the installation and/or training. In addition, Licensor shall provide, at no charge, ongoing support for ninety (90) days following installation to Licensee via telephone or written consultation as requested by Licensee. Licensor agrees to respond to a call for technical support within one business day. If optional Extended Technical Support is included in this agreement, it will commence immediately upon termination of the ninety (90) days of ongoing support. Page 3 of 8 www.gosigrna.com