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GENERAL TERMS
<br />1. Purchase/License Terms. Subject to the terms and
<br />conditions of this Agreement ES&S agrees to sell and/or
<br />license, and Customer agrees to purchase andlor license,
<br />the ES&S Equipment, ES&S Software and ES&S Firmware
<br />described on the reverse side. The"ES&S Firmware and
<br />ES&S Software are collectively referred to hereinafter as the
<br />"ES&S Software." The payment terms for the ES&S
<br />Equipment and ES&S Software are set forth on the reverse
<br />side. Title to the ES&S Equipment shall pass to Customer
<br />when Customer has paid ES&S the total amount set forth on
<br />the reverse side for the EW Equipment The
<br />consideration for ES&S' grant of the license during the Initial
<br />Tenn for the ES&S Firmware 16 Included In the cost• of the
<br />ES&S Equipment
<br />2. Grant of Licenses. Subject to the terms and conditions
<br />of this Agreement ES&S hereby grants to Customer
<br />nonexclusive, nontransferable licenses for its bona fide full
<br />time employees to use the ES&S Software and related
<br />Documentation In the Jurisdiction while Customer is using
<br />the ES&S Equipment and timely pays the applicable annual
<br />ES&S Software Lloanse, Maintenance and Support Feiss set
<br />forth on Schedule Al The, licenses allow such bona fide
<br />employees to use and copy the ES&S Software (in object,
<br />code only) and the Documentation, in the course of
<br />operating the FS&S Equipment and solely for the purposes
<br />.of defining and conducting elections and tabulating and
<br />reporting election results in ,Customer's jurisdiction. The
<br />licenses granted 1 ' n this Section 2. do not permit Customer to
<br />access or in any "y use the source code for the ES&S
<br />/",Software UNW--,% ID8 liaqj
<br />��0.M 3 Prohibited UsM,?%tustorner shall nottake any of the
<br />�Iowlng actions with respqct to the. ES&S Software or the
<br />Documentation:
<br />o. Reverse engineer, decomplie. disassemble, re-
<br />-�;ajgangineer or otherwise create, Attempt to creme, or permit,
<br />allow or assist others to create, the source oDde or the
<br />ct
<br />struural framework, for 00.# 6r-allof theES&S Software';
<br />b. Cause or permit any Use., display, loan, publication,,
<br />transfer of possession, sublicensing .or other diAserninatlon
<br />of the ES&S Software or Documentation, In -whole or In part,
<br />to or by any third. patty without ES&S' prior written consent
<br />or
<br />c. Cause or permit
<br />:any change to be, made to the
<br />ES&S Software without ESW prior written consent or
<br />d. Allow ar-third party to cause or permit any copying,
<br />reproduction or printing of any output generated by the
<br />ES&S Software In which ES48 owns or Claims any
<br />proprietary Intellectual property OgIrift (e.g., Co. pyright,
<br />trademark, patent pending or patent), including, but not
<br />limited to, any ballot shells: or -ballot code stock.
<br />4. Term .of' Licenses.The licenses- granted in Section 2
<br />- ' - Section
<br />shall commence upon the delly6ty,of the ES&S Software
<br />described In Section 2 and shall' continue for, a one-year
<br />a
<br />I A .-year
<br />period (the "Initial License Term). Upon expiration of the
<br />Initial License Term, the licenses shall automatically renew
<br />for an unlimited number of successive one-year periods
<br />(each a "License Renewal Term") upon the payment by
<br />Customer of the annual software license and software
<br />maintenance and support fee as set forth on the 'reverse
<br />side. -ES&S may terminate either license if Customer fails to
<br />pay the consideration due for, or breaches Sections 2, 3, or
<br />9 with respect to, such license. Upon the termination of
<br />either of the licenses granted In Section 2 for ES&-$ Software
<br />or upon Customer's discontinuance of the use of any ES&S
<br />8
<br />Software, Customer shall immediately return such ES&S
<br />Software and the related Documentation (Iriduding any and
<br />all copies thereof) to ES&S, or (if requested by.ES&S}
<br />destroy such ES&S Software and Documentation and certify
<br />In writing to ES&S that such destruction has occurred.
<br />5. Updates During the Initial License Term orany License
<br />Renewal Term, ES&S may provide new releases, Upgrades
<br />or maintenance patches to the ES&S Software, together with
<br />appropriate Documentation ("Updates"), on a schedule
<br />defined by ES&S. Customer Is responsible for obtaining any
<br />Upgrades or purchases of Third Party Items, required to
<br />operate the Updates. All Updates shall be deemed to be
<br />ES&S Software for purposes of this Agreement upon
<br />delivery. Customer may Install the Updates in accordance
<br />with ES&S' recommended Instructions or may request that
<br />-ESinstall nstall the Updates. ES&S may ch"s Customer'at
<br />its then -current rates to (I) deliver the Updates to the
<br />Customer, (ii) train Customer on Updates, If such training Is
<br />requested by Customer, (111) Install the Updates, or (IV)
<br />provide maintenance and support on, the ES&S Software
<br />that Is required as a result of Customer's failure to timely or
<br />properly Install an Update. Customer shall he responsible
<br />for any claim, damage, loss, judgment, penalty, cost amount
<br />paid in -settlement or fee which is -caused by Customees
<br />failure to install and use the most recent Update provided to
<br />it by ES&S. If Customer proposes changes In the E%,$
<br />Software to ES&S, such proposals will become ES&S'
<br />property. ES&S may, In lts sale discretion, elect to make or
<br />,not to make such changes without reference or
<br />compensation to Customer or any third 'party: ES&S
<br />S
<br />represents to Customer that the Updates will mnply with all
<br />-applicable state law -requirements at the time O'46livOity.
<br />Customer shall be responsible to ensure tbatit has Installed
<br />and is using only certified versions of ES&S: Software In
<br />ac cordshce with applicable .law. Customer shall pay ES&S
<br />for any Update which Is required due to a change Instate or
<br />local jaw.
<br />6. Delivery. Risk of Loss. The Estimated Delivery Dates
<br />,set forth on the reverse side are merely estimates and may
<br />'be revised by ES&S because of delays In executing this
<br />Agreement changes requested by CUOarner and other,
<br />events. ES&S will notify Customer of rev.1sloris to the -
<br />Estimated Delivery Dates as soon as ES&S becomes aware
<br />P23
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