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The Baldwin Group, Inc. <br />Mayor's Court Software <br />LICENSE AGREEMENT <br />following Software Installation, of unlimited telephone hotline support from 8-5 Eastern <br />Time and availability of all program upgrades. Additional MC So$ware options are <br />available to the Licensee and are specified on Schedule D. <br />4. Materials to be Delivered. BGI shall deliver, upon installation, the MC softwaze and MC <br />documentation on currently acceptable media containing machine-readable code. <br />Additionally, BGI shall deliver one bound paper copy of the then current documentation. <br />5. Protection of Software. Licensee aclnowledges that BGI retains all tade, copyright and <br />other proprietary rights in and to the MC Software and Documentation, including any and <br />alI copies, rnodifications, translations and other derivative works that duplicate, or are based <br />on, the software. BGI claims no proprietary rights to the output generated by the software. <br />Licensee shall not make copies of the MC Software or documentation except solely for the <br />Licensee's operational use and Licensee may back-up or make archival copies of the MC <br />Soitware as permitted by the copyright law of the United States. Licensee shall not remove <br />any copyright or proprietary rights notice included in or on any software or documentation, <br />aud shall reproduce aIl such notices in or on all copies made by Licensee. Licensee agrees <br />to treat any software furnished by BGI as a valuable asset of BGI, and in particular, but <br />without Iimitation, agrees it will not decompile, dissemble or attempt to reverse engineer the <br />soflware in any way. <br />Warranties. BGI warrants that the MC Software will perform substantiaJly in accordance <br />with the BGI MC Software Documentation provided therewith and in conjunction with the <br />Minimum Hardware/Operating Systems Software Requirements published by BGI. BGI <br />warrants that the MC Software is Year 2000 compliant and in the specified operational <br />"environrr?ent will function correctly for all dates before, during and after the Year 2000. <br />BGI warrants that it is the 'owner of the MC Software and has the right to grant this Licen'se. <br />BGT shalI, at its cost and expense, defend or at its option settle any claim, lawsuit or <br />proceeding brought against the Licensee alleging infringement of any patent, trade name, <br />lrademark, service mark, trade secret, copyright or other proprietary right of any third party <br />by the Licensee's usage of the MC Software pursuant to the terms of this Agreement. BGI <br />shall indemnify and hold the Licensee harmless against any costs, expenses or damages <br />awarded against the Licensee, provided that the Licensee, if applicable, gives BGI prompt <br />written notice of such claim, lawsuit or proceeding. BGI shall have the sole control of any <br />such defense or settlement. The foregoing warranties are in Iieu of all other warranties, <br />express or implied including, but not limited to, any impIied warranty of inerchantability or <br />fitness for a particular purpose. <br />7. I,imitation of Liabilitv. BGI's sole obligation and liability for any damage or loss resulting <br />from, or in any way involving non-performance of the MC Software shall be to correct or <br />replace the MC Software and provide actual da,ta correction / validation or an easy method <br />for the Licensee to utilize to resolve any data issues, as soon as possible and at no cost to the <br />Licensee. Under no circumstances shall BGI be liable to Licensee or any other party for lost <br />profits or any special, incidental or consequential damages including, but not limited to, loss <br />of good will or anticipated income or loss resulting from business disruption, data loss,