116-83 City - RITA - Xerox agreement

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XEROX BUSINF_.SS MANAGEMENT SYSTEM SOFTWARE LICENSE AGREEMENT Page material obligations hereunder, the other party; (il becomes or is adjudicated a bankrupt, (ii) files a voluntary petition seeking reorganization of an arrangement with creditors or to seek relief' under any bankruptcy or other insolvency law, (iii) makes an agreement for the benefit of its creditors, (iv) admits in writing an inability to pay its debts as they mature, or (v) has a receiver, conservator or trustee appointed to control or supervise its business or the disposition of its assets. (;.2' In the event of such termination~ Customer shall remain liable for the full amount of charges for work completed under this Agreement and shall not be entitled to any refund or rebate of any portion of payments made. ~;.3 Customer agrees that upon termination of this Agreement for any reason, Customer shall immediately cease using the System and any of its programs and .instructions, shall erase the same from storage in each computer system in which they have been installed, shall maintain in confidence all knowledge of or concerning same gained pursuant to the implementation of the System and at the option oi Xerox either (al return to Xerox or (b) destroy all physical embodiments of the System, its programs and instructions, including any and all modifications of same, by whomever made. 7. RESPONSIBILITIES 7.1 Xerox shall be responsible for the delivery and installation of the System on Customers' Central Computer System(s) in the location(s) as set forth in Attachment A, for the charges in Attachment B. Customer understands that the System utilizes Xerox's Proprietary Software Packages. The System will be in accordance with the reference manuals, and detailed documentation of such Components as supplied to Customer by Xerox. 7.2 For ninety (90) days from the date of delivery of 'the System, Xerox will provide program logic and documentation changes to correct proven errors in the program logic and documentation of the System supplied to Customer hereunder. If, in analyzing a suspected error in the System at Customer's request, it is determined that no error' exists in the program logic and/or documentation of the System as supplied by Xerox~ Customer agrees to pay Xerox for .its effort at the Xerox time and material rates then in effect~ which shall become a charge under this agreement. 7.3 Xerox' shall be responsible to provide one (I) copy of its standard documentation with the System and to make available normal education (as specified in Attachment B) to enable Customer to 9Perate the System. 7.t~ It shall be the responsibility of Customer to operate the System in accordance with the detailed specifications, documentation~ and education supplied by Xerox. Problems caused by Customer's inaccurate or incomplete operation of the System shall not in any way be the responsibility of Xerox. 7.5 Each party acknowledges that the personnel who, at the time of execution o! this Agreement and during the life of this Agreement~ are responsible for providing technical support to both Xerox and Xerox' customers on computer software systems, Itc. agree, rev. 6/83, vets.