116-83 City - RITA - Xerox agreement

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XEROX BUSINESS MANAGEMENT SYSTEM SOFTWARE LICENSE AGREEMENT Page including systems similar to the System covered by this Agreement, are each significant and valuable resources and an asset of each company. Each company therefore agrees not to initiate or participate in any employment or any other remunerative or consulting relationship, with such persons which relationship concerns Customer's utilization ol the System or concerns similar computer software systems, until and unless one (1) year shall have transpired since the termination of the employment relationship between such person and respective origihal employer/party hereto. 'Inasmuch as it is impossible to fix the damages that may be sustained by either company by reason of a breach of this provision, it is understood and agreed that in the event of a breach of this convenant not to hire, the breaching party will pay to the damaged party, as liquidated damages, an amount equal to 75% of the affected employee's base annual salary :[or each such breach of this provision. Such amount will be due and payable by the breaching company within ten (10) days of receipt of written demand from the damaged company. The damaged party will also have recourse to injunctive and other equitable relief in addition to the foregoing, liquidated damages remedy. For the purpose of this paragraph only, Xerox shall be defined as the division of Xerox Corporation responsible for providing technical support to Customer's System, currently know as Xerox Computer Services. 7.6 Upon Customer's signing this Agreement, Customer will designate on Attachment A, an individual on his staff as Data Processing Manager. The Data Processing Manager has the responsibility for the supervision, management, and control of the use of the System, including but not limited to: (I) assuring proper machine configuration, program installation, audit controls, and operating methods: {2) establishing adequate back-up plans based on alternative procedures and/or based on access to qualified systems and oper.ations personnel to diagnose and repair Customer data files and/or System defects, in the event of a machine failure and/or System malfunction and (3) implementing sufficient procedures and checkpoints to satisfy Customer's requirements for security and accuracy of input and output as well as restart and recovery in the event of a malfunction. 7.7 No other responsibilities will be performed by Xerox under this Agreement. Customer may contract for implementation consulting services and processing services by executing other Agreements between Customer and Xerox. GENERAL (a) The rights, liabilities and obligations of Customer may not be assigned or transferred whether voluntary or by operation of law without the prior written consent of Xerox. Any such assignment or transfer shall be null and void. (b) The rights, liabilities and obligations of Xerox may not be assigned or .transferred except to an affiliate or wholly-owned subsidiary or by operation of law in the lic. agree, rev. 6/83, vers. 6.1