25C - FINANCE AND UTILITY SOFTWARE

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Hardware, covering the transportation of the Hardware by the common carrier to Customer's loading dock. Good and merchantable title and risk of loss in and to the Hardware shall pass to Customer upon Delivery. S&S reserves a security interest in each item of Hardware, and shall have all of the rights of a secured creditor under the Uniform Commercial Code with respect thereto. Such security interest shall be retained and may be enforced until Customer's payment obligations for the applicable item of Hardware shall have been fully discharged. Customer shall execute all financing statements required to perfect S&S' security interest, and if financing statements are filed, S&S shall execute a termination statement evidencing the discharge of such obligations in the event a financing statement is filed. C. License. In consideration of payment of the amounts set forth in Section 2, S&S grants to Customer a nonexclusive and nontransferable right and license to use the Application Software solely for Customer's internal business purposes in accordance with the provisions in this Agreement for the duration of the Term. Customer may use the Application Software on Hardware upgrades, additions or replacements; provided, however, the Customer must give S&S written notice in advance of any such change so as to permit S&S to provide support and to be aware from a licensing perspective of the numbers and types of Hardware on which the Application Software resides or is intended to reside. Customer agrees that it will not sell, assign, transfer, disclose, sublicense, or otherwise make the Application Software available to others without the prior written consent of S&S. Customer shall not create derivative works of the Application Software, meaning that the Customer shall not create any software or other works that are based upon the Application Software or recast, transform or adapt the Application Software in any manner. Customer shall not disassemble, decompile or "reverse engineer" the Application Software for any purpose. D. Additional License Terms. (i) Customer may prepare one copy of the Application Software for backup purposes only; provided that the backup copy may be used only during the term of the license and the copy shall be destroyed or returned to S&S upon termination of the license. Customer may prepare a reasonable number of copies of the Documentation for internal use only; provided that the copies of Documentation may be used only during the term of the license and the copies shall be destroyed or retumed to S&S upon termination of the license. All copies of the Application Software and Documentation must contain the proprietary notices appearing on the copies as initially furnished to Customer. Except as permitted in this paragraph, Customer shall not copy or otherwise reproduce the Application Software or the Documentation, in whole or in part, without the prior written consent of S&S. It should be further noted that the Customer shall be able to use this copy of the Application Software to backup either the production or training environments that will be installed as part of a separate arrangement with Lawson Software, Inc. ("Lawson") (ii) The Application Software is licensed in object code only. The Customer shall have no rights to the Source Code except as expressly specified in this Agreement. (iii) The Application Software is for use by the Customer in the current utility entity at the projected user level and the current Customer account volume (being the current number of metered or non-metered water, wastewater, electric, gas, rental, refuse and other customers) specified in Exhibit 1. The parties agree that, for purposes of this Agreement, Customer's current account volume is considered to be 47,500 accounts (the "Current Account Volume"). (iv) Customer agrees that, if the Customer experiences increases in its metered or non-metered account volumes over the Current Account Volume during the Term then additional Application Software license fees must be paid by Customer. The additional Application Software license fees for the period of twenty-four (24) months following the Effective Date of this Agreement shall be as specified in the Exhibit 1 and after such date the fees shall be subject to pricing at S&S' then-current fees. Maintenance fees for these additional Application Software licenses shall be subject to pricing at S&S' then-current rates. (v) Customer shall provide S&S with an annual report specifying the then current number of metered and non-metered customers. In addition, Customer shall promptly notify S&S of any increase in accounts due to growth other than growth of existing services in the ordinary course of business. S&S shall have the right, upon fifteen (15) days advance notice, to audit Customer's then current number of metered and non-metered customers once per calendar year. Customer shall provide S&S or its third party designee with all business records, documentation and system access necessary to conduct such an audit. (vi) The Application Software is for use by Customer at the current number of users as of the Effective Date and as specified in Exhibit 1. The parties agree that, for purposes of this Agreement, the Customer's current number of concurrent users is 39 (the "Current Number of Concurrent Users"). Additionally, the parties agree that, for purposes of this Agreement, the Customer's current number of licensed PC's is 129 (the "Current Number of Licensed PC's"). Systems & Software, Inc. Confidential 25C-7