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DEFINITIONS. The following terms as defined below are used throughout this Agreement: 1. "Licensed Standard Software": The current version of New Wo~id standard and development application software package(s) (in machine readable code and, if applicable, the related source code) listed on Exhibit A. "Development Software" is standard application soft~n~are currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement. 2. "Upgrarl~s": Any enhanced and/or improved versions ofthe Licensed Standard Software provided as Licensed Standard Software under Exhibit C ofthis Agreement and released after the execution of this Agreement. 3. "Licensed Custom Software": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. 4. "Licensed Software". The Licensed Standard Software (including any Development Software), Upgrades, and Licensed Qistom Software provided under this Agreement. 5. "Licensed Documentation": New World User Manuals which includes the current specillcations for the Licensed Standard Software and other written instructions relating to the Licensed Sofware (such as Product E3ulletins, installation instructions, and training materials). 6. "Authorized Copies": Except as provided in Section Il, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement; and (ii) any additional copies made by Customer as authorized in Section Il, subparagraph 1.2. 7. "Licensed Products": The Licensed Software, the related Licensed Documentation, and the Authorized Copies of the foregoing. 8. "Customer Liaison": A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) days of execution of this Agreement, Customer shall notify New World of the name of the Customer Liaison. 9. "SSMA ": The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 10. "Computer": The single MSP Server(s), to be located at: Ciry of San Leandro 9111E 14°i Street San Leandro, CA 94~ 77 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt ofthe Computer or within ten (]0) days ofexecution of this Agreement, ~n~hichever is later. Ifthe Computer is [o be relocated, Customer shall notify New World ofthe new location in writing prior to the relocation. 11. "Confidentiallnjormakon": lnfonnation disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by the parry claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party withoutobli~ation of confidence or without breach of this Agreement, is publicly disclosed either prior or subsequentto the other parq's receipt ofsuch information, or is rightfully received by the other party 1}om a third party without obligation of confidence. l2. `;4rt Authorized User" Subject to the number of users specified in Lxhibit A, any PC workstation that is connected to access the Licensed Software resident on Computer and that may be actively logged on to access the programs, interfaces, data, or files created and/or maintained by the Licensed Software. IL GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 New World grants Customer a nontransferable and nonexclusive license to use the Licensed Software only on the Computer and only for its internal processing needs. Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer by an authorized user. New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) and one copy of the related Licensed Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. l .2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back up copies on magnetic media of each application of the Licensed Software and one backup copy of the related Licensed Documentation. These Authorized Copies may be stored off-site away from Customer's premises as specified in the Definitions so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, CONFIDENTIAL Page 3 (Revised 02/10/04) City of San Leandro, CA