RON TURLEY ASSOCIATES 1 -2007 - Laserfiche WebLink

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• Licensor delivers to City the software products and services identified (Attachments A and B) with quality that can be reasonably expected from a typical provider of Fleet Management type solutions; and • The entire system, as defined in Attachments A and B, is operational in production use with no significant issues for thirty (30) calendar days after Go Live; and • Software product behaves in a manner consistent with Licensor documentation and with representations made to City by Licensor during pre-sales process. b. "Derivative Program" shall be each program developed by the City for use with the Licensed Programs and which does not include any Licensed Program material in any identifiable form. "Designated Equipment" shall be the Tricoder set forth in Exhibit A, to this Agreement. d. "Go Live" is the event in which City begins to use the software product to track and manage data on a daily basis and no longer uses the current fleet system. Prior to Go Live, Licensor will provide City with a proposed test plan covering functional and other tests City and Licensor feel are required to Go Live. As a condition to Go Live, City will perform with acceptable results, functional and other appropriate tests based on Licensor's proposed test plan and City's criteria. e. "License" means the license herein granted to City to Use Licensed Programs. f "Licensed Program" shall be the object code version of each program listed in Exhibit A, incorporated in this Agreement, including basic and related materials pertinent to said program, and any update to said program hereinafter furnished to City by Licensor. g. "Use" means executing any Licensed Program on the Designated Equipment. 3. LICENSE The License granted under this Agreement authorizes City on anon-transferable and non- exclusive basis, to Use any Licensed Program only on the Designated Equipment. The Licensed Programs and all copies thereof are the property of the Licensor and title thereto remains with the Licensor. All applicable rights in patents, copyrights, trade-marks and trade secrets in the Licensed Programs are and will remain within Licensor. The City shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The City agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. City may generate, develop and use Derivative Programs. Licensor has no right in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. City shall maintain records