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<br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 2 of 10
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<br />transferred properties, sites and communities to use or benefit from any
<br />Software or SaaS Service. Client shall remain fully liable for the use of
<br />any Software or SaaS Service until proper notification is completed.
<br />2. DEFINITIONS
<br />“Affiliate” means an entity controlling, controlled by or under common
<br />control with a Party to the Agreement where control means the
<br />ownership or control, directly or indirectly, of more than fifty percent
<br />(50%) of all the voting power of the shares (or other securities or rights)
<br />entitled to vote for the election of directors or other governing authority.
<br />“Client” means the entity that has entered into this Agreement with MRI.
<br />“Client” also refers to Affiliates authorized to use the Software and
<br />Services in accordance with Section 1.7.
<br />“Client Data” means any data and information that Client provides,
<br />generates, transfers or makes available to MRI under the Agreement,
<br />whether printed, electronic, or in some other format. Client Data shall
<br />also include data and information belonging to Owner as well as Owner’s
<br />customers and Client’s customers.
<br />“Content” means any information, data, text, software, music, sound,
<br />photographs, graphics, video messages or other material to which Client
<br />is provided access through MRI or the Software.
<br />“Configurations” means, regardless of whether such Configurations are
<br />performed by MRI, Client or Client User, (i) configurations implemented
<br />through use of the MRI application toolkit or other MRI approved industry
<br />standard toolkit, and not through source code change, or (ii)
<br />modifications to standard services reports. Notwithstanding any other
<br />provision in the Agreement, if Client has Configurations performed by a
<br />third party, such third party must be qualified as a Client User pursuant
<br />to Section 1.7 prior to the disclosure of any MRI Confidential Information
<br />to such third party.
<br />“Documentation” means the user instructions, release notes, Functional
<br />Specifications, manuals and on-line help files in the form generally made
<br />available by MRI, regarding the use of the applicable Software.
<br />“Functional Specifications” means those specifications of the MRI
<br />Software’s functionality as set forth in the MRI Software LLC and
<br />Affiliated companies Functional Specifications, which may be found on
<br />www.mrisoftware.com/MRIfunctionalspecs.asp, which specifications
<br />may be updated from time to time by MRI upon posting new specifications
<br />at such web page address.
<br />“Intellectual Property” means any and all intellectual property rights,
<br />recognized in any country or jurisdiction in the world, now or hereafter
<br />existing, and whether or not perfected, filed or recorded, including
<br />without limitation inventions, technology, patents rights (including
<br />patent applications and disclosures), copyrights, trade secrets,
<br />trademarks, service marks, trade dress, methodologies, procedures,
<br />processes, know-how, tools, utilities, techniques, various concepts,
<br />ideas, methods, models, templates, software, source code, algorithms,
<br />the generalized features of the structure, sequence and organization of
<br />software, user interfaces and screen designs, general purpose consulting
<br />and software tools, utilities and routines, and logic, coherence and
<br />methods of operation of systems, training methodology and materials,
<br />which MRI has created, acquired or otherwise has rights in, and may, in
<br />connection with the performance of Services hereunder, create, employ,
<br />provide, modify, create, acquire or otherwise obtain rights in.
<br />“License Metrics” means the limitation on the usage of each of the
<br />Software and Maintenance and Support services as designated and/or
<br />defined in the applicable Order Document by a term such as the number
<br />of leases, units, assets, users and the like.
<br />“Maintenance and Support” includes (i) phone assistance and
<br />workarounds so that the Software operates in material conformance with
<br />the Functional Specifications, and (ii) Updates, all of which are provided
<br />under MRI’s Maintenance and Support Policies (as may be amended by
<br />MRI from time to time) in effect at the time the Support is provided. For
<br />the avoidance of doubt, Support excludes Professional Services.
<br />“Maintenance and Support Policies” means those policies and
<br />procedures listed in the Maintenance and Support Policies, that may also
<br />be found on MRI’s website at
<br />www.mrisoftware.com/maintenanceandsupport, which may be subject
<br />to update by MRI from time to time.
<br />“MRI Software” means each MRI-developed and/or MRI-owned software
<br />product in machine readable object code (not source code), the
<br />Documentation for such product, and any Updates and Upgrades thereto
<br />(if purchased by Client).
<br />“Owner” is defined in Section 1.8.
<br />“Professional Services” means data conversion, implementation, site
<br />planning, configuration, integration and deployment of the Software or SaaS
<br />Services, training, project management and other consulting services.
<br />“Protected Materials” means Software, Content, Services,
<br />Configurations, license keys and MRI’s or its licensors’ Intellectual
<br />Property or Confidential Information.
<br />“SaaS Services” the provision of the Software and/or Content as a
<br />service which is hosted by MRI or its hosting providers and which is
<br />accessed by Client via the internet, as more fully described in the SaaS
<br />Services Schedule and associated Order Document(s).
<br />“Services” means collectively (i) the Professional Services; (ii)
<br />Maintenance and Support, and (iii) SaaS Services.
<br />“Software: means collectively the MRI Software and Third Party
<br />Software.
<br />“Third Party EULA” or “EULA”: the end user license agreement, if any,
<br />that accompanies or pertains to the Third Party Software, and that is
<br />incorporated into the Agreement, appended to the Order Document or is
<br />otherwise published by the third party supplier, and which governs the
<br />use of or access by Client to the applicable Third Party Software. A
<br />current list of Third Party EULAs may be found at
<br />www.mrisoftware.com/EULA, which may be updated from time to time.
<br />“Third Party Software” means software in object code form, including
<br />Documentation, Updates and Upgrades (if purchased by Client), owned
<br />by an entity other than MRI which are to be provided to Client by MRI on
<br />a pass-through, reseller or OEM basis pursuant to the terms of the EULA.
<br />“Updates” means a new version of the Software, if and when developed
<br />after the Commencement Date of the Order Document, which MRI makes
<br />generally available to its customers as part of the Maintenance and
<br />Support. Updates include bug fixes, patches, error corrections, non-new
<br />platform changes, or minor modifications or revisions to the Software
<br />that enhance existing performance. Updates exclude Upgrades and new
<br />products, modules or functionality for which MRI generally charges a
<br />separate fee.
<br />“Upgrade” means a new Software release that may contain (i) new
<br />applications; (ii) major functionality enhancements or improvements;
<br />and/or (iii) a new platform, which MRI designates as an Upgrade and for
<br />which MRI charges a separate license fee or, at MRI’s election, new
<br />modules or products, or major releases that include significant feature
<br />enhancements or significant architectural modifications for which MRI
<br />charges an incremental upgrade fee.
<br />3. RESERVED.
<br />3.1 Reserved.
<br />3.2 Reserved.
<br />3.3 Reserved.
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<br />4. CONFIDENTIALITY
<br />4.1 Defined. By virtue of the Agreement, the Parties may be exposed
<br />to or be provided with certain confidential and proprietary information
<br />of the other Party or third parties, including but not limited to
<br />information designated as confidential in writing or information which by
<br />its nature ought to be in good faith considered confidential and
<br />proprietary to the disclosing Party (“Confidential Information”).
<br />Confidential Information of MRI and/or its licensors includes but is not
<br />limited to the terms and conditions (but not the existence) of the
<br />Agreement, including without limitation all Order Documents, fees and
<br />charges, all trade secrets, software, source code, object code,
<br />specifications, documentation, business plans, customer lists and
<br />customer-related information, financial information, proposals, budgets
<br />EXHIBIT 2
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