25C - FINANCE AND UTILITY SOFTWARE

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Customer agrees that, if Customer expands the number of users beyond the Current Number of Concurrent Users or the Current Number of Licensed PC's, Customer shall pay an additional per user fee. The additional per user fee for the period of twelve (12) months following the Effective Date shall be as specified in Exhibit 1 and after such date the fee shall be subject to pricing at S&S' then-current fees. Customer shall provide S&S with an annual report specifying the then current number of users. (vii) The Application Software shall be used solely on the server environment described in Exhibit 1 or as otherwise agreed to in writing by S&S. Third Party Software use and limits, including with respect to the number of named or concurrent users, will be subject to the terms of each third party vendor's own license which will be entered into separately between Customer and each third party vendor. (viii) Customer shall take all reasonable steps to preserve the confidential and proprietary nature of the Application Software and Documentation. (ix) Customer shall limit access to the Application Software to employees, auditors, consultants and agents of Customer who need access to the Application Software in order for the Customer to use the Application Software as permitted herein. Customer shall inform all persons with access to the Application Software of the confidential and proprietary nature of the Application Software and of the restrictions set forth in Section 7 of this Agreement. (x) All Third Party Software is licensed to Customer solely and directly by the third party supplier of such software, not by S&S. Customer, therefore, acknowledges and agrees that, notwithstanding the Delivery to the Customer and Customer's payment to S&S for such software, Customer's rights, obligations and remedies regarding such software shall be determined solely and exclusively by the terms and conditions of Customer's agreements with the third party supplier of such software. (xi) The parties acknowledge and agree that (a) the Application Software may include embedded third party software components licensed by S&S for use in the Application Software; (b) the terms and conditions of Sections 3(C), 3(F), 3(G), 3(I) and 5 of this Agreement shall inure for such third party's benefit and (c) subject to the license and sublicense rights granted to S&S in connection with its use and distribution as part of the Application Software, the third party software owner retains right, title and interest in such software, including statutory enforcement rights in the event of infringement. 4. SUPPORT SERVICES A. S&S Sport Program. Beginning at Delivery, the Customer has the option to participate in the S&S Software Maintenance and Support Program ("S&S Support Program"). Participation in this Program is required to continue to receive support from S&S. The S&S Support Program is defined in Exhibit 2. S&S may modify the S&S Support Program from time to time. The Application Software and systems support services described herein will be invoiced on a prorated basis from Go-Live through the end of then-current calendar year and thereafter annually in-advance on a January through December calendar year basis. Customer's participation in the S&S Support Program shall automatically renew on an annual basis and shall be valid on a calendar year basis. In the event Customer wishes to cancel participation in the S&S Support Program, Customer must notify S&S in writing on or before September 30`h of the year preceding the year in which the Customer wishes to cancel participation. If Customer elects to discontinue its participation in the S&S Support Program, S&S shall be under no obligation to continue providing maintenance services past the period for which Customer has paid for enrollment in the S&S Support Program. B. Exclusions from Support Services. S&S shall not be required to perform corrective maintenance as part of its Support Services with respect to Application Software malfunctions caused by: (i) Customer's modifications to the Application Software unless performed at the direction of S&S; (ii) Customer's failure to use updates, enhancements or program error corrections; (iii) Failure to use the Application Software in accordance with this Agreement; or (iv) Actions beyond S&S' reasonable span of control with respect to Customer's actions which alter the turnkey implementation environment, or cause Hardware or Third Party Software malfunctions. C. Enrollment & Pricing. Customer agrees to begin participation in the S&S Support Program commencing at Go-Live. Applicable pricing for the S&S Support Program are set forth in Exhibit 1. For the year following the Effective Date of this Agreement, these prices shall increase by no more than 4%. For years 2-10 following the Effective Date of this Systems & Software, Inc. Confidential 25C-8