RON TURLEY ASSOCIATES 1 -2007 - Laserfiche WebLink

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specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to Licensor during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. City shall not disassemble, de-compile, translate, reverse engineer or create derivative works from the Licensed Programs. LICENSE TO REPRODUCE. City may reproduce and install the Licensed Programs on a development and test system for the purposes of testing (new versions and patches) training and serving as a backup system to the Designated Equipment. This LICENSE TO REPRODUCE may not be assigned, transferred, re-licensed or sub-licensed to any third party or used on any equipment not owned or leased by City for its own use. City may reproduce for its own use Licensed Program documentation provided by Licensor including reference manuals, training materials and installation instructions. COPIES. Except for the License to Reproduce referred to above, City is not entitled to make copies of the Licensed Programs in whole or in part in printed ormachine-readable form. However, the City may create and store copies of Licensed program for the sole purpose of operations backup, disaster preparedness, recovery, and other emergency related needs. The original and any copies of Licensed Programs, in whole or in part, which aze made by City shall be the property of Licensor. City agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. ESCROW. The City by signing this Agreement becomes a beneficiafy oft e sourc~ q~~ code for those Programs set forth in Exhibit A. Licensor agrees to notify6b"'~^'~~ ~n5 with~~ '`JPgcy whom Licensor has a Software Escrow Agreement, that City has become an eligible beneficiary -1 under this Agreement. PROTECTION OF LICENSED PROGRAM. City agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than City's employees or contractors without prior consent from Licensor, except during the period any such person is on City premises with City's permission for purposes specifically related to City's Use of the Licensed Program. 4. COMPENSATION a. City agrees to pay, and Licensor agrees to accept as total payment for its services, the rates and charges identified in Attachment B. The total sum to be expended under this Agreement shall not exceed $35,000.00 during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following Notice of Final Acceptance of work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.