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(c) use the Software in a service bureau or time-sharing arrangement; (d) distribute, rent, lease, assign or transfer the Software to any third party, without NC4's prior written consent; or (e) modify, customize, reverse engineer, reverse assemble or reverse compile the Software or any part thereof. 2.3 Conies. Licensee shall not copy the Software. Notwithstanding the foregoing, Licensee may make a single copy of the Software only as needed for reasonable ordinary backup or disaster recovery procedures. All copies shall be subject to the terms and conditions of this Agreement and applicable copyright law, and all proprietary rights notices contained on the original Software shall be reproduced on or in any copies. 2.4 Ownership. Licensee acknowledges and agrees that it is acquiring only the right to use the Software licensed under this Agreement. NC4 shall retain ownership of the Software, all modifications to the Software (including derivative works based on the Software), and changes to the Software made by NC4 pursuant to the Proposal, Purchase Order or this Agreement, and all of the intellectual property rights in and to all of the foregoing. In no event shall title to all or any part of the Software pass to Licensee. Licensee agrees that, as between the parties, the Software and all copies (in whole or part) shall remain the exclusive property of NC4 and may not be copied or used except as expressly authorized by this Agreement. Any rights not expressly granted to the Licensee under this Agreement are retained by NC4. 2.5 Third-Party Software. Licensee shall not use any third-party software embedded in the Software on a stand-alone basis or in any way other than as embedded in the Software. 3 . Maintenance, Upgrades and Sunoort. 3 . 1 General. The first two years annual Maintenance Fee for Licensee is included in the Purchase Order. Prior to the expiration of the initial two-year maintenance and support period, NC4 will invoice on-going annual maintenance and support to Licensee. NC4 may, in its sole discretion, discontinue maintenance and support services to Licensee if the Maintenance Fees are not renewed and kept in current status. NC4 reserves the right to change the renewal Maintenance Fee at the end of the then-current renewal term, upon thirty (30) days prior written notice to Licensee. 3 .2 Maintenance. So long as the Maintenance and Support Fees are kept current, NC4 will provide Licensee with upgrades to the Software when and if NC4 makes such upgrades available. NC4 will perform these upgrades via the ASP backup server, which will then replicate the changes down to the Licensee's self-hosted server. NC4 will provide downloads and/or CD's with instructions for performing any onsite upgrade tasks that may be required. If NC4 is requested to travel onsite to perform an upgrade, NC4's hourly professional services rate, plus travel expenses at Licensee approved rates, will apply on a time and material basis. 3 .3 Support. So long as the Maintenance and Support Fees are kept current, NC4 shall provide Licensee with 24 x 7 technical support for the E Team application. Telephone support shall be available to not more than three (3) named callers. Support shall not include installation of upgrades or modification or customization of upgrades, problems not attributable to the Software, or problems arising from Licensee' s actions to cause an error in the Software, which shall be billed at NC4's then-current professional services rates, plus any travel expenses incurred. On-site installation of upgrades or modification or customization of upgrades is available by special arrangement, and will be billed at NC4's then-current rates, plus travel expenses. Licensee grants to NC4 the right to remote access Licensee's server to enable NC4 to provide telephone support services. If Licensee requests on site support services, Licensee agrees to grant NC4 access to its facilities and personnel to provide such support services, and reimburse NC4 for travel and related expenses. 3 .4 Domino Maintenance and Support Renewals Not Included. Renewals of Lotus Domino maintenance and support are not included in NC4's quote for maintenance and support. If Licensee has purchased the Domino NC4 Public Sector LLC 3 Standard License Agreement (10.05)