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SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT <br />Sec. 1. Parties and Purpose <br />1.1. Indian River County ("Licensee"), a Political Subdivision of the State of Florida. <br />1.2. The South Central Planning and Development Commission ("Licensor") or ("SCPDC") is a <br />regional planning commission and Political Subdivision of the State of Louisiana, domiciled in <br />Terrebonne Parish. The district was established in 1973 and created by law in 1978 under state <br />act 472. The statute allows its member governmental entities to come together through SCPDC <br />to provide long range planning, act as a state and federal liaison, provide guidance and study <br />current issues affecting government, and provide services to business and citizens. <br />1.3. SCPDC has created MyGovernmentOnline, software (the "SCPDC Software") and this <br />contract is entered into among Licensee and SCPDC to license Licensee to use specified modules <br />of the SCPDC Software under certain terms and conditions. <br />This SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT (this "Agreement") <br />is entered into by and between Licensor and Licensee, and describes the terms and conditions <br />pursuant to which Licensor shall license to Licensee the use of, and provide services and support <br />for, certain Software (as defined below). <br />In consideration of the mutual promises and upon the terms and conditions set forth below, <br />the parties agree as follows: <br />2. DEFINITIONS <br />2.1 "CONFIDENTIAL INFORMATION" means drawings, benchmark tests, specifications, <br />trade secrets, object code and machine-readable copies of the Software, source code relating to the <br />Software, and any other proprietary information supplied to Licensee by SCPDC, or by Licensee <br />to SCPDC and clearly marked as "confidential information", including all items defined as <br />"confidential information" in any other agreement between Licensee and SCPDC whether <br />executed prior to or after the date of this Agreement. <br />2.2 "DOCUMENTATION" means any on-line help files, instruction manuals, training <br />materials, operating instructions, user manuals, and specifications provided by SCPDC which <br />describe the use of the Software and which either accompany the Software or are provided to <br />Licensee at any time by SCPDC. <br />2.3 "EFFECTIVE DATE" means the later of the dates on which Licensee and SCPDC have <br />signed this Agreement. <br />Page 1 of 21 <br />