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13 <br />-1 Custom Development <br />Licensor agrees to provide Custom Development of additional desired fea.tures as defined <br />in Appendix A of this Agreement. <br />1.4 Technical Support <br />Licensor agrees to provide normal routine product upgrades to the standazd Application <br />Software, phone assistance and consulta.tion for a period of ninety days from installarion <br />date. <br />1.5 Maintenance Services <br />Licensor will provide ongoing Maurtenance Services to Licensee upon Licensor's receipt <br />of the armual Maintenance Service Fee as defined in Appendix B of this Agreement. <br />2. PROJECT SCHEDULE <br />Licensor is prepared to commence with the project thirty (30) days of Licensor's receipt of the <br />License Deposit Fee and shall install the soflware application. If any delays are caused by either <br />party, the party ca.using the delay sha11 notify the other party in writing. Licensor sha11 not, be <br />responsible for any delay reasonable beyond his control or caused by the Licensee or its <br />contractors or vendors. <br />3. PROJECT COORDINATOR <br />Licensee will designate a project coordinator to serve as a liaison between Licensee and Licensor. <br />4. APPLICATION SOFTWARE <br />Licensor owns the Integrated Codified Enforcement System (I.C.E.S.) software ("Application <br />Soflware"). In accordance with this Agreement, Licensor grants Licensee a perpetual, non- <br />exclusive, nontransferable license to use the Applica.tion Softwaze solely for the Licensee's own <br />use for its internal operations. This grant of license only applies to the following described <br />territory: Building Department. This license is granted for a maximum of eight (8) concurrent <br />users. <br />The Application Soflware wluch is licensed hereunder, constitutes Licensor's propriettary <br />information and embodies trade secrets of Licensor. Title and full ownership, including any <br />modifica,tions or revisions thereto, sha11 at all times remain with the Licensor. <br />Licensor will deliver source code in encrypted form to Licensee at installation. Unencrypted source <br />code will become available to Licensee in the event Licensor ceases to function as a ongoing <br />concern, becomes insolvent under the bankruptcy laws, makes a general assigruuuent for the benefit <br />of creditors under any insolvency laws, files a petition for bankruptcy or a petition for <br />reorganiza.tion or arrangement under bankruptcy laws, or such a petition is filed against such party <br />and is not dismissed within thirty (30) calenda.r days. <br />Software and Technical Support Agreement Page - 2