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XEROX BUSINESS MANAGEMENT SYSTEM SOFTWARE LICENSE AGREEMENT Page 2 3.2 Customer acknowledges that any and all magnetic tapes and other physical embodiments of the System (including authorized and unauthorized copies) are the exclusive property of Xerox, and Customer agrees that they shall be used only by and for Customer and only on the central computer system in the ]ocation as defined in Attachment A and will at all times include Xerox's copyright and confidential property notices. Customer agrees to exercise all reasonable precautions to prevent access to such magnetic tapes and Other physical embodiments by persons not authorized by terms o! this Agreement to have such access. 5.3 Customer agrees to notify Xerox promptly of any circumstances wherein there is disclosure or unauthorized possession, use or knowledge of any part of the System or physical embodiment thereof, or other information made ~vailabJe pursuant to this Agreement. Customer agrees to treat the System with the same security as it's own. ].~ Customer shall not~ without the prior written consent of Xerox, disclose to any third party or use for its own benefit or for the benefit of any third party, any proprietary and/or confidential information of Xerox acquired in the performance of or under this Agreement unless such information is publicly available from other than a breach of this provision. This provision shall survive the term or termination of this Agreement. Customer will take all reasonable precautions to protect Xerox' ~onfidential information. WARRANTY AND LIMITATION OF LIABILITY ~.1 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 Systemj however, Xerox cannot ensure Customer's System business requirements will be satisfied by this hardware/software combination. Therefore, this Agreement recogniz, es the risks associated with this business venture between Xerox 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 :[or a period of three (:3) months from the date of delivery to Customer. However~ this warranty shall not apply if failure to operate successfully is the result of misuse or abuse of the System by Customer. 4.2 For the purpose of this paragraph? the term "defect" means an occurrence which is determined by Xerox to result from the failure of the System as furnished to the Customer by Xerox to operate success{ully in accordance with the descriptions set forth in the reference manuals 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. ~.3 With respect to any physical embodiment of the System found to be defective, Xerox will correct or replace same, provided, however, that if such defect is the result of user error or negligence Customer shall pay to Xerox :[or services rendered at the rates shown in the Ancillary Price List for the correction of such defect. Customer shall also pay to Xerox those reasonable expenses incurred by Xerox in providing of such services. Ifc. agree, rev. 6/8:3 - vets. 6.1