1994 014 Ordinance - Laserfiche WebLink

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F. - 1Ciia;-field Village Creative Microsystems, Inc. CREATIVE 1VIICROSYSTEMS, INC. SOF1'WA1ZE I.ICEloTSE AND HARDWARE SALES AG1tEEMENT This Agreement is made in Dayton, Ohio between CREATIVE MICROSYSTEMS, INC., 50 Hillside Court, Englewood, Ohio 45322, hereinafter referred to as CMI and Mayfield Village, 6621 Wilson Mills Road, Mayfield Village, OH 44143, hereinafter referred to as CUSTOMER. Whereas CMI developed and markets the computer program(s) and/or program package entitled the Governmental Management Information System with the related documentation, hereinafter referred to as the PROGRAM, and Whereas the CUSTOMER desires to license the PROGRAM for use on CUSTOMER'S computer system; Now therefore, in consideration of the mutual agreements contained herein, it is agreed as follows: 1) TITI.E Title and full ownership rights to the PROGRAM licensed under this agreement and any changes thereto remain solely with CMI. Title and full ownership of any EQUIPMENT sold to the CUSTOMER by CMI shall pass to the CUSTOMER after CMI has been paid in full for such EQUIPMENT. Such EQUIPMENT shall be listed on Addendum C of this agreement, if applicable. 2) GRANTIliTG OF LICENSE CMI grants to CUSTOMER the right and license to use the PROGRAM on CUSTOMER'S computer installation and only at the facilities set forth in the CUSTOMER'S installation address contained in this Agreement. At the time of installation, CMI will provide source code for each CMI PROGRAM on which the CUSTOMER has paid the appropriate license fee to CMI. Source code will remain on the system at all times and will remain current if the CUSTOMER maintains a CMI Software Support Agreement. 3)1'E1tMS OF AGREEMEIe1T The term of this agreement shall begin upon the signing of this Agreement by both CMI and the CUSTOMER and shall remain in force so long as the CUSTOMER performs herein, or until the CUSTOMER ceases to actively use and maintain possession of the PROGRAM. 4) FEES, TEId1VIS AND SEItVICES PROVIDED SOFTWARE PROVIDED: See Addendum A SERVICES PROVIDED: See Addendum B HARDWARE PROVIDED: See Addendum C 5) PROTECTION Alo1D SECURITY CUSTOMER acknowledges that the PROGRAM is proprietary to CMI and has been developed as a trade secret by CMI. CUSTOMER shall take all reasonable steps necessary to insure that the PROGRAM is not made available in any form to any person, persons, or company not licensed by this Agreement. CUSTOMER agrees that it will hold and use the PROGRAM in the same manner that one would deal with its own proprietary information and trade secrets and will not divulge any data or information with respect to the PROGRAM, its technology or any other documentation, models, descriptions, forms, instructions or other