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7.2'SURFTY Support Services charges will ~e increased dttring the
<br />firgt ;4aefve months following ttx commence>k~,t of those services. The
<br />charges may be increased thereafter on each anniversary of the com-
<br />mencement date toltawing gt] days prior wrrtten notice to Client, unless
<br />otherwise noted on the SURETY Support Services Schedule.
<br />7.3 Charges for Software Licenses and Information Services will not be
<br />increased during any ores-ysx trmt, but may be increased prior to arty
<br />subsequent term upon 90 days prior written notice to Client. It Software
<br />or services are contracted on a month-to-monftt basis the charges may
<br />be increased at any time following 90 days prior written notice.
<br />8. Security Interest
<br />Unisys reserves a purchase money security interest in equipment until
<br />payment in full is received for all equipment delivered to Client and, for
<br />that purpose, this Ageement is a security agreement. By signing this
<br />Agreement. Client authorizes Unisys or its agent 1o sign on behalf o/
<br />Client the necessary financing statements, or to fik a reproduction of a
<br />financing statement. Alternativery, Unisys may file this Agreement or a
<br />copy of this Agreement to perfect its secwity interest. If this Agreement
<br />a a copy of it is filed. intarmation concerning the security interest may be
<br />obtained ham Unisys at the address stated in Section 17.
<br />9. Cllent'a Operational Responsibilities
<br />g. t Client acknowledges it has ir~ependenty determined That the
<br />Products and services ordered under this Ageement meet its
<br />requrcements.
<br />9.2 Client has sole responsibility for use of the Products, including
<br />operating procedures, audit controls, accuracy and security of input and
<br />output data, restart and recovery routines, and other procedures neces-
<br />sary for ClienCs intended use of the Products.
<br />9.3 Client vrilt ensure that its personnel are, et all times, educated and
<br />trained in the proper use and operation of the Products and that the
<br />Products era used in accordance urith applicable Unisys manuals and
<br />instructions
<br />9.4 Client volt maintain back-up data necessary to replace uiticai Client
<br />data in the event of toss or image to such data from any cause.
<br />9.5 If Unisys is providing SURETY Support Services. Client unp (s)
<br />maintain the operating environment in accordance unU Unisys
<br />specifications, (b) provide adequate working and storage space far use
<br />by Unisys personnel near the equipment. (c) provide Unisys full access
<br />to the equipment and suflrcienl computer time, subject only to Client's
<br />security rules. (d) follow Unisys procedures rot placing serrrice requests
<br />and determining if remedial service is required, (e) fohrow Unisys in-
<br />structions for operator maintenance and obtaining services, (~ provide a
<br />memory dump and additional data in machine readat>lo brm if requested,
<br />(g) reproduce suspected errors or malfunctions in Software, and (h)
<br />install ell error carractions and maintenance releases supplied by Unisys.
<br />9.6 Information Services supplied by Unisys under this Ageement era
<br />provided to assist Client. Client, not Unisys, wit! be responsible
<br />tot determining objectives and obtaining the desired results.
<br />10. Protection of Proprietary Intbnrtatlort
<br />t0.1 Client will keep in conAdertce rind protect Proprietary Information
<br />hom disclosure to thud parties and restrict its use as provided in this
<br />Agreement. Client acknowledges that unauttiarized disclosure of Pro-
<br />prietary Information may cause substantial economic toss to Unisys ar its
<br />licensors. All materials containing Proprietary Infomation will be marked
<br />vnth'Praprietary," 'Confidential' or in a manner which gives notice of its
<br />proprietary nature. Proprietary fntormation will not be copied, in whole a
<br />in part. except when essential to correcting. generating or modirying
<br />Proprietary Information for ClienCs authored use. Each Copy, including
<br />its stooge media, wig be marked by Client with all notices which appear
<br />on the original.
<br />10.2 Upon termination or cancellation of any license granted under this
<br />Agreement, Client will destroy {and, in writing, certify destruction) a
<br />return to Unisys all copies of the Sortwaro the license for which has
<br />been so terminated or canceled and any other related Proprietary
<br />3dt4
<br />Infortnaticn in Clwr~ossession (including Proprietary Information
<br />incorporated in other;.~tware or wrAings).
<br />10 3 Any ideas, concepts, know-how, data processing techniques,
<br />SofhMdre, documentation, diagrams, schematics or blueprints developed
<br />by Unisys personnel {atone or jointly with Client) in connedien wiffi
<br />Information Services provided to Client wilt be the exclusive prc~ rty of
<br />Unisys. Unisys grants to Chant anon-exclusive. royalty-Tree license to
<br />use any of the foregoing in accordance with the terms of this
<br />Agreement.
<br />td.4 Client acknowledges that all support materials, inckrding without
<br />limitation, diagnostic software, are the property of and include Pro-
<br />prietary Intormaton of Unisys. Client assures that such materials wilt be
<br />used only by Unisys mainter~ancs personnel, and that Unisys has the
<br />right to remove such materials (ram ClienCs facility at any time. TAis
<br />provision appkes even though such materials may ha listed in the
<br />Unisys price lists, catalogs, invoices or contracts.
<br />10.E Client will inform its employees of their obligations under this
<br />Section 10 and instruct them so as to ensure sitrlt obligations are met.
<br />t0.d This Section 10 will survive termination or cancellation of this
<br />Agreement.
<br />11. License
<br />11.1 Unisys grants to Client a personal, non-exclusive and non-
<br />transferable license to use Software and related documentation st-
<br />cording to the terms and conditions of tliis Agreement, solely for
<br />ClienCs intemat data processing requirements on Me Unisys SPU in the
<br />Unked States on whid- Software is initially installed ClienCs use of
<br />5ofturare wdl also be governed by any additions! eondifans which
<br />Unisys may provide on or prior to delivery of Softvran. Cleat
<br />ogees that Unisys may periodically inspect the computer site in order b
<br />audit Software wppiied by Unisys installed at ClenCs site et mutually
<br />agreed upon times. If s separate license agreement accompanies non
<br />Unisys commodity Software. then tits separate license agreement terms
<br />will supersede the license terms in this Agreement for that So(tWare.
<br />11.2 Client may modify any Unisys application Software end may
<br />combine this Software with other programs ar materials to lortn an
<br />updated work, provided that upon termination of the license, the Unisys
<br />application Software will be remand from the updated work and
<br />returned to Unisys. Client will not decompile or disassarnbla any
<br />Software provided under this Agreement or modify Software wtuch
<br />bears a copyright notice of any third party-
<br />11.3 Unisys providaa no media or documentation for Softwars des-
<br />ignated 'LO' (License Only). Client may make (a) one archival
<br />copy (for backup purposes) of each item of Software, and (b) one
<br />copy, as required, for each license granted of Software designs#ed'LO'
<br />Each copy will contain all legends and notices and wilt be subject to the
<br />same conditions and restrictions as the original. Software designated
<br />'SUBSCRN' (subsuip6on) entitles Client to functional updates that
<br />Unisys releases for the same eligible base Software doting the
<br />applicable term of the subscription, provided Client has a current license
<br />and the latest applicable Software Maintenance Releases for the eNgtble
<br />base Software. Software designated 'dRIVER' is for use solely vviM
<br />those models of device types specified in the drivers then-content
<br />published specification and a license is required fa each separately
<br />addressable unit of a device type.
<br />11.4 If the SPU on which any item of Software is licensed becomes
<br />temporarily unavailable. use of such Software may be temporarily
<br />Uansferred to an alternative SPU until the original SPU becomes
<br />available.
<br />11.5 No license is gronled to Client to use any Unisys proprietary
<br />operating system Software to assess, test or develop any hardware
<br />products or device hander software or operating system sothvare that
<br />vrill be marketed by Client or others for compensation. Client may de-
<br />velop other software progams and may fast fully developed, commer-
<br />cially available non Unisys hardware products or software progams
<br />where such testing is solely intended for Client's inEarnal
<br />evawaGon of U-e fitness of such product or program fret Client's own
<br />internal data processing purposes.
<br />4305 3982-008 (3190)
<br />25F-6
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