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OP av • _Thn Riser Cgunly Library S sden3 May 20. 1999 Geac Computcrr, luc. GemSALES AND LICENSE AGREEMENT P.O. Pox 5150 i Technology DtivC 1N'�ttlo[Oaaph.lNA nt5lSi Geac Computers, Inc. ("Geac") and the Indian River County Board of county Commissioners of 1844 25'h Street, Vero Beach, FL 32960 (the "County") agree as follows: I. The S)vstem. Under this Agreement, Gcac sisal] provide and lite County shall obtain for its Iridian River County Library System (the "Library") a library automation systern (tile "System") consisting of rile equipment, software and services listed in Schedules A and the documentation which is provided therewith. ror purposes of this Agreement, the term Library refers to and nicans the "County." 2. Produrl and Service Pricing. The pricing far [lie System is sutmnarized in Schedule B, 'Clic Library shall also pay all taxes and assessments arising out of the safe, use or license of the System except for taxes based upon Geac's net income pursuant to the teens in. paragraph 14. herein. 3. Payment The Library $11,111 pay for the System in accordance with the payment schedule in Schedule C. All Geac invoices are payable in full within thirty (30) days of issuance. Late payment of any monies due Geac is subject to interest at a rate crone and one half percent per month, but not in excess of the lawful nlaxilllunl. if the Library delays the System implementation for any reason, Geac may invoice and the Library agrees to pay charges for die next applicable rnilestonc(s) otherwise. payable if the Library had not delayed lite impletnentation.. 4, Site Preparation. Tlhc Library is responsible for preparation of the silc and supplying lite space, utilities and other System prerequisites in accordance with the recommendations of (tic Geac field engineer during a prc-site inspection meeting and pursuant to an implementation scltedide ("Implementation flan") to be provided by Geac subsequent to tale execution of this Agreement. S. Delivery. Gi-ic shall deliver Ilse System in accordance with a mutually agreeable time period. 11te Library shall pay Geac for Irmisportation•related cltart cs that include shipping; and handling, sl=ificd in Schedule A. Loss or daruagc to lite System is the responsibility of Geac prior to delivery and lite responsibility of the Library alter delivery. 6. Installation. Geac shall install the Systcan in accordance with the Implementation Plan and the Library shall provide Geac with all necessary access 10 lite Library premises. Geac shall, if requested, connect the Equipment to telephone company lines but has no responsibility for such lines nor is Gc1c responsible for the conneclion of the .System to ilCnhs 3101 provided by Geac. 7. Library Responsibilkies, 17he Library shall provide Gcac (a) all support and information required for System installation and implenicniation. and (b) if applicable, the dal:a for tic building of the data files required for System implementation, Gcac has no responsibility or liability for the Library's procedures, data or infonnation. ' lac Library shall maintain ownership and control of all data. 8. SofAvare License. Geac grants to tie L'sbrary a non -transferable, non-cxctusive license to use the Soflware and any firmware included in the System, solely in connection with the System in the conduct of library operations. T'he Sotware is and remains the sole and exclusive property of Gcac or may third parties furnishing portions of the Software and the license docs not tralhsfer or convey to (lie Library any title fill or ownership of the SoftwarC. 11C term of lite license continues as long as the Library is subscribing to Gm,; for software support and is incompliance with the terms of this Agreement. Tltc Library may copy the Sollware for its own use for reasonable archive or backup purposes bill otherwise tray not copy or duplicate the Software. 9. C'orrfidentiafily. The Library shall hold the Soft4varc in confidence al all tittles, use the Software solely as permitted lterein and make no outer use or disclosure of tlhc Sonivarc. 11he Library acknoiviedges that lite Software and all fnuware included in the System conslilule trade secret and copyrighted material of Geac of otter third p:ttiic.s. The Library shall not modify or reverse engineer lite Software or remove or alter any copyright or Cotter proprietary notices included on or in the Software. if). Other Services. Cather services to be provided by Geac such as trtining, implellientalio» support rued other professional setviccs are set forth in Schedule A. IL Mzrranry. Geac warrants that (tic System provided herein has been configured to meet lite paramclers specified in �'chedulc A. If Ile Library exceeds such pararnclers, ilia refitted warranties herein are not applicable. Unless otherwise specified, Geac provides a ninety (90) day 4warranly on all new hardware and new soil ware coil intent. ingt oil lite date of installation. +C,eac Loinputem Inc page I of 10