116-83 City - RITA - Xerox agreement

Home Browse Search

XEROX COMPUTER SERVICES 5310 Beeth°ven Street Los Angeles, California 90066 Agreement Number_ 3440 AMENDMENT 3. Paragraph 3.1 is hereby modified to read as follows: 3.1 The System is acknowledged by Customer to be composed o! confidential data and knOw-how which are trade secrets of, as well as the sole and exclusive property of Xerox or its Licensor. Customer will not during the term of this Agreement or thereaiter, without the prior written consent of Xerox either fa) copy or duplicate or permit anyone else to copy or duplicate any .physical embodiment of the System: or (b) create or recreate or attempt to create or recreate, or permit anyone else to create or recreate or attempt to create or recreate, the source programs, obiect programs or any other aspect of the System or any part thereof provided~ however, that this Paragraph 3.1 shall not prohibit Customer from making a single backup copy for security/disaster contingencies. Within thirty (30) days of the creation, Customer must notify Xerox in writing of the location of the backup copy. Paragraph 3.3 is hereby modified to read as follows: · ti! Xerox promptly of any circumstances o! which 3.3 Customer agrees to n,o, .y ........ re wherein there is disclosure or. ecome~ ~w~ , (' Customer is aware, or reasonaDl, y D.,_~_~ of anv hart of the System or physical unauthorized possession, use or ~now~u~= j r · marion made available pursuant to this Agreement. bodiment thereof, or or.her [nf.or_n ...:.~ .~ c~m~ ritv as it's own. The knowledge Customer agre=~ ~ --~ - '" of RITA shall not be imputed to Lakewood~ nor shall the knowledge of Lakewood be imputed to RITA. Paragraph ~.1 is hereby modified to read as follows: t~.l Xerox has reviewed Customer's on-order/installed computer system Configuration and believes that when operating under the IBM operating system required to interface to the Xerox Executive system specified in Attachment B, it will support the System; however, Xerox can not ensure Customer's System business requirements will be satisfied by this hardware/software combination. Therefore, this Agreement recognizes the risks associated with this business venture between Xer.ox and Customer and Customer absolves Xerox of any liability under this Agreement except as set forth herein. HoWever, Xerox warrants that the System will be free of defects in material and workmanship for a period of three (3) months from the date of delivery to RITA. However, this warranty shall not apply ii failure to operate successfully is the result of misuse or abuse of the System by KITA. 6. Paragraph t4.2 is hereby modified to read as follows: ........ ~* this naraeraph, the term "defect" means, an o, cc.ur, ren.,ce ~.2 For the t,~-~ ..... :_ r . ~ ~_ ,.u,,.~ n the System as ~urnisneo to me which is determined by Xerox to result ~rom m~ ~o ...... f - r - Customer by Xerox to operate successfully in accordance with the descriptions set forth k. in the reference manuals~ which are .incorporated herein by reference, and which is not due to machine failure, Customer's operating system, Customer's software failure, improper preparation of input data, or attempts to use the System in a manner for which it was not intended.