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1.9 "Maintenance Agreement' means the Software Maintenance <br />Agreement between the parties effective as of the date of this Agreement. <br />1.10 "Price" means the License Fees City shall pay as specified in <br />Schedule A. <br />1.11 "Rider' refers to any riders attached to this Agreement, or any <br />subsequently prepared document which the parties agree in writing to be considered a <br />Rider. <br />1.12 "Schedule" refers to any schedule attached to this Agreement, or <br />any subsequently prepared document which the parties agree in writing to be considered <br />a Schedule. <br />1.13 "Specifications" means Licensor's specifications for the Software <br />as set forth on Schedule A. <br />1.14 "Target Date" means 6/30/2005, the date by which both parties <br />anticipate delivery of the Software. <br />1.15 "Warranty Period' means the one (1) year period commencing on <br />the date of Acceptance. <br />ARTICLE II <br />SOFTWARE LICENSE <br />2A License. Licensor hereby grants City a non-exclusive, <br />non -transferable license to (i) use the Software and Documentation solely for City's <br />internal operations at the Location(s) and on the Designated Environment, and (ii) copy <br />the Software and Documentation for archival or backup purposes only, provided that all <br />titles, trademarks, and copyright, proprietary and restricted rights notices shall be <br />reproduced in all such copies, and that all such copies shall be subject to the terms of <br />this Agreement. <br />2.2 Distribution. Except as explicitly provided herein, City shall not: <br />(i) make available nor distribute all or part of the Software or Documentation to any third <br />party by assignment, sublicense or by any other means; (ii) copy, adapt, reverse <br />engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or <br />Documentation; or (iii) use the Software to operate in or as a time-sharing, outsourcing, <br />or service bureau environment, or in any way allow third party access to the Software. <br />ARTICLE III <br />INSTALLATION AND ACCEPTANCE <br />3.1 Installation and Acceptance. Licensor shall use reasonable <br />efforts to deliver the Licensed Copies of the Software and Documentation to the <br />Location(s) on or about the Target Date. City shall have sixty (60) days from the Delivery <br />Date to perform acceptance testing. City's Acceptance of the Software shall occur at the <br />