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a3 �osj�3 MASTER AGREEMENT FOR C (! SOFTWARE LICENCES and PROFESSIONAL SERVICES This Agreement is entered into effective as of: March 5 2013 ("Effective Date") By and Between And Indian River County CLEAR VILLAGE INC. Board of Commissioners 1276 Minnesota Ave 1801 27th Street Suite 1 Vero Beach, Florida 32960 Winter Park, Florida 32789 ("CVI") Attention : Attention : David Loeb Phone : ( ) Phone : (407 ) 951 -8038 Fax : ( 1 e- mail : Whereas CLIENT is a governmental body charged and empowered with the responsibilities to properly manage and maintain the duties in accordance with the Laws of the State of Florida ; and Whereas CVI is a computer software developer and IT services company and hardware reseller experienced in the installation and implementation of software used by the local and county governments to manage their operations and provide public services ; and Whereas CLIENT desires that CVI configure and install the software and services defined in the Scope of Work ("SOW" ) hereunder in accordance with CVI ' s standard procedures and practices ; and Whereas CVI has agreed to proceed with the installation and to provide the services as defined in the "SOW" ; Therefore in consideration of these recitals and mutual promises and agreements hereinafter set forth , the parties agree as follows : 1 . DEFINITIONS, "Services" means all work necessary to "Deliverables" means the list of software perform the services described in this Agreement and licenses, hardware, software and tasks to be provided to develop the Deliverables to be provided by Clear Village under this Agreement, including, but not as identified in the "SOW" . limited to, consulting, analysis , design , programming , "Documentation" means the user testing , conversion , installation, implementation, documentation necessary to instruct users in the demonstrations , maintenance, and support services . efficient use and operation of the Software and all of its "Software" or "Licensed Software" means features , and the technical documentation necessary to the computer software, in object code and source code maintain , support, and enhance the Software, all format , developed by CVI ( whether developed solely written according to generally accepted industry or in collaboration with any other party) in performing standards . the Services under this Agreement and provided to "CPI " means the consumer price index as CLIENT by CVI or otherwise accessed by CLIENT published by the Federal Government. under this agreement . "Scope of Work" and "SOW" Means the list "Purchase Order" means the written of activities , responsibilities and deliverables as document authorizing the commencement of a Work defined in Work Plan Plan and commitment to pay the applicable fees . "Proprietary Rights" means all patents , "Web Site Content" means the text, graphics patent applications and rights to file same , copyrights , and supporting HTML and scripts that comprises the trademarks , trade secrets , know how and all other working web site excluding third party software intellectual property and proprietary rights of any kind . Licensed Software . ORL 297, 896, 905v5 5-31 - 11