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civics CIVICA SUPPLY, IMPLEMENTATION AND SUPPORT CONTRACT BETWEEN (1) Civica North America, Inc., incorporated in the state of Ohio, U. S. A., headquartered at 52 Hillside Court, Englewood, OH (Civica); and (2) Mayfield Village a local government agency registered in Ohio with its primary office at 6622 Wilson Mills Road, Mayfield Village, OH (Customer). BACKGROUND (A) Customer has a requirement for a software system and wishes.to use Civica's software and services in its business operations. (B) Civica has agreed to supply software and services to Customer in accordance with the terms of this supply, implementation and support contract. (C) The Customer's has agreed to take and pay for Civica's software and services subject to the terms and conditions of this Contract. AGREED 1. Definitions 1.1 The following definitions apply to this Contract: AVIN Annual Fees means recurring fees payable by Customer each Year in order to continue to use the Software and the Third Party Software. The current fees are detailed in Schedule 2. Civica Hardware means hardware that is not sold to Customer, but provided to Customer by Civica in order to provide the Services. Civica Service Manager means the person nominated by Civica as its authorized representative who will be the prime point of contact for the purpose of this Contract. Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its employees, officers, representatives or advisers to the other party including but not limited to all designs, design studies, surveys, project plans, implementation plans, software, customised specifications, system configurations, user guidance, training hand- outs, proprietary data whose disclosure to third parties may be damaging and other similar information, and any Software or materials which have been, or will be supplied to Customer by Civica in connection with this Contract. Contract means the terms and conditions of this Civica Supply, Implementation and Support Contract including any Special Terms and all the Schedules. Customer Responsibilities means those obligations to be performed by Customer as detailed in Schedule 3. Customer Service Manager means the person nominated by Customer as its authorized representative who will be the prime point of contact for the purpose of this Contract. Equipment means all items of hardware, equipment and associated documentation, excluding Civica Hardware, supplied by Civica to Customer under the Contract, including, without limit, such items listed in Schedule 2. Fees means all charges payable under this Contract including the Licence Fees, implementation charges and Support Fees payable by Customer to Civica as detailed in Schedule 2. Force Majeure means any event beyond the reasonable control of a party to this Contract including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, IL explosion, an act of terrorism and national emergencies. Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 1 of 19