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GENERALTERMS
<br /> 1 Purchase/License Terms. Subject to the terms and period (the "Initial License Term) Upon expiration of the
<br /> conditions of this Agreement, ES&S agrees to sell and/or Initial License Term, the licenses shall automatically renew
<br /> license, and Customer agrees to purchase and/or license, for an unlimited number of successive one-year periods
<br /> the ES&S Equipment, ES&S Software and ES&S Firmware (each a "License Renewal Term") upon the payment by
<br /> described on the reverse side. The ES&S Firmware and Customer of the annual software license and software
<br /> ES&S Software are collectively referred to hereinafter as the maintenance and support fee as set forth on the reverse
<br /> "ES&S Software" The payment terms for the ES&S side ES&S may terminate either license if Customer fails to
<br /> Equipment and ES&S Software are set forth on the reverse pay the consideration due for, or breaches Sections 2, 3, or
<br /> side Title to the ES&S Equipment shall pass to Customer 9 with respect to, such license. Upon the termination of
<br /> when Customer has paid ES&S the total amount set forth on either of the licenses granted in Section 2 for ES&S Software
<br /> the reverse side for the ES&S Equipment. The or upon Customer's discontinuance of the use of any ES&S
<br /> consideration for ES&S' grant of the license during the Initial Software, Customer shall immediately return such ES&S
<br /> Term for the ES&S Firmware is included in the cost of the Software and the related Documentation (including any and
<br /> ES&S Equipment. all copies thereof) to ES&S, or (if requested by ES&S)
<br /> 2 Grant of Licenses. Subject to the terms and conditions destroy such ES&S Software and Documentation and certify
<br /> of this Agreement, ES&S hereby grants to Customer in writing to ES&S that such destruction has occurred
<br /> nonexclusive, nontransferable licenses for its bona fide full 5. Updates During the Initial License Term or any License
<br /> time employees to use the ES&S Software and related Renewal Term, ES&S may provide new releases, upgrades
<br /> Documentation in the Jurisdiction while Customer is using or maintenance patches to the ES&S Software, together with
<br /> the ES&S Equipment and timely pays the applicable annual appropriate Documentation ("Updates"), on a schedule
<br /> ES&S Software License, Maintenance and Support Fees set defined by ES&S. Customer is responsible for obtaining any
<br /> forth on Schedule Al The licenses allow such bona fide upgrades or purchases of Third Party Items required to
<br /> employees to use and copy the ES&S Software (in object operate the Updates All Updates shall be deemed to be
<br /> code only) and the Documentation, in the course of ES&S Software for purposes of this Agreement upon
<br /> operating the ES&S Equipment and solely for the purposes delivery Customer may install the Updates in accordance
<br /> of defining and conducting elections and tabulating and with ES&S' recommended instructions or may request that
<br /> reporting election results in Customer's jurisdiction. The ES&S install the Updates. ES&S may charge Customer at
<br /> licenses granted in this Section 2 do not permit Customer to its then-current rates to (i) deliver the Updates to the
<br /> access or in any way use the source code for the ES&S Customer, (ii) train Customer on Updates, if such training is
<br /> Software. ONW_S5 oFhe,r^wi,%C f ei0Yed b�j laws requested by Customer; (iii) install the Updates or (iv)
<br /> 4-3 Prohibited Uses^ ustomer shall not take any of the provide maintenance and support on the ES&S Software
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<br /> that is required as a result of Customer's failure to time) or
<br /> following actions with respect to the ES&S Software or the q y
<br /> Documentation- properly install an Update Customer shall be responsible
<br /> g a. Reverse engineer, decompile, disassemble, re- for any claim, damage, loss,judgment, penalty, cost, amount
<br /> paid in settlement or fee which is caused by Customer's
<br />,,engineer or otherwise create, attempt to create, or permit, failure to install and use the most recent Update provided to
<br /> allow or assist others to create, the source code or the it by ES&S. If Customer proposes changes in the ES&S
<br /> structural framework for part or all of the ES&S Software, Software to ES&S, such proposals will become ES&S'
<br /> b Cause or permit any use, display, loan, publication, property ES&S may, in its sole discretion, elect to make or
<br /> transfer of possession, sublicensing or other dissemination not to make such changes without reference or
<br /> of the ES&S Software or Documentation, in whole or in part, compensation to Customer or any third party ES&S
<br /> to or by any third party without ES&S' prior written consent; represents to Customer that the Updates will comply with all
<br /> or applicable state law requirements at the time of delivery
<br /> c Cause or permit any change to be made to the Customer shall be responsible to ensure that it has installed
<br /> ES&S Software without ES&S' prior written consent; or and is using only certified versions of ES&S Software in
<br /> d Allow a third party to cause or permit any copying, accordance with applicable law Customer shall pay ES&S
<br /> reproduction or printing of any output generated by the for any Update which is required due to a change in state or
<br /> ES&S Software in which ES&S owns or claims any local law
<br /> proprietary intellectual property rights (e g , copyright, 6 Delivery; Risk of Loss. The Estimated Delivery Dates
<br /> trademark, patent pending or patent), including, but not set forth on the reverse side are merely estimates and may
<br /> limited to, any ballot shells or ballot code stock. be revised by ES&S because of delays in executing this
<br /> 4 Term of Licenses The licenses granted in Section 2 Agreement, changes requested by Customer and other
<br /> shall commence upon the delivery of the ES&S Software events ES&S will notify Customer of revisions to the
<br /> described in Section 2 and shall continue for a one-year Estimated Delivery Dates as soon as ES&S becomes aware
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