2012-126 Resolution - Laserfiche WebLink

Home Browse Search

The Baldwin Group, Inc. Mayor's Court Software LICENSE AGREEMENT computer failure or malfunction, work stoppage or any other damage or loss, even if BGI has been advised of the possibility of such damages. BGI shall have no responsibility for the MC Software and related data which has been in any way altered or modified by Licensee or for any loss resulting &om or causec3 by Licensee's equipment or software. IF BGI is requested by the Licensee to correct any data, the Licensee will .be resppnsible for the cost. 8. Licensee Oblieations. Licensee shall be exclusively responsible for the supervision, management amd control of its use of the MC Software, including without limitation, (a) establishing adequate daily backup plans for computer retained data, (b) maintaining copies of its program libraries, (c) installing on a timely basis a11 upgrades sent by BGI whether the upgrade is to the MC Software or to the documentation, and (d) establishing and documenting, for the Licensee staff, sound data verification and financial controls designed to ensure operational accuracy and controI. 9. Termination of License. Either party may terminate the License by written notice, if the other party fails to perform any of its material obligations under the Agreement and fails to substantially remedy such breach within thirty (30) days after written notice of the breach. Non-payment shall be deemed a material breach. In addition, in the event either party for any reason tertninates the License, Licensee shall prompfly return all copies of the software and documentation, or shall certify their destruction. If the soflware license is terminated by either party, as defined above, or 60 days written notice is provided by Licensee to Licensor, and all mutual obligations are satisfied then, at Licensee's option, Licensor will provide the Licensee all the MC Software data tables converted to CSV files (with definition) based on the current published Licensee Request to Terminate Agreement. 10. scrow. During the term of this License Agreement BGI shall keep on deposit with William E. Pappas, CPA, Inc. (30700 Center Ridge Rd Westlake, OH 44145 - 440-686- 9663) the program source code for the most current production release of the MC Softwaze. In the event that BGI should become insolvent or cease to carry on its business and the ' business of BGI is not continued by a receiver, trustee or assignee, the Licensee shaIl have the right to acquire a copy of the source code, for an addidonal charge not to exceed $500 from the escrow deposit company for the sole purpose of continuing uninterrupted use of the MC Software; any such charge shaU be payable to the escrow deposit company. In the event that BGI would need to change the escrow deposit cornpany, BGI will provide written notification to the Licensee of such within tlvrty (30) working days of the change. 11, Pronrietarv Information BGI aclaiowledges that, in the course of perfornung its obligations hereunder, it may be receiving information from the Licensee which is proprietary and confidential and which the Licensee wishes to protect from public disclosure ("Proprietary Information"). Proprietary Information as used herein includes without limitation all information disclosed at any time before, after or at the time of execution of this Agreement which is not generally available to the public. BGI shall (a) hold such Proprietary Information in confidence and not disclose it, except to its employees or agents to whom disclosure is necessary to effect the purposes of this Agreement and who are similarly bound 4