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.- iJ SURETY S~porl Services charges WI.' .. illUeased dlring the nl'il twelVe monltls follov.mg !hi commen f those services. The charges may be increased thereafter on eaeh anniversary of the com- mencement data fDllowing 90 dllY1 prior written notice 10 Client. unless oltteNise noted Olllhe SURETY Support Services Schedule. 7.3 Chlrges for SoltNarelic8t\s8s and InfO/mation Services will nal be increased (bing any on..y. wm. but may be inQ'eas.d prier to any subsequent term upon 90 days JlI'!OI' \\ritten nctlee 10 Client If Soltwlle a setV~es ere contr8C1Id on I month-to-monlh basis ttle charges may be increased et any time following 90 days prior written notice. 8. Security Inlerest Unisys rKIfVK I pUl'CIlaS' money security interest in equipment ul)lil payment in full is receiveci for all equipment dllliv..ed to Client and, fot that purpose, Illis Ageement Is I seelKily a","m.nl. By Signing this A;feement. Client iluthcriies Unisys or its agent to sigll on behalf of Clienlthe neceSMry Iinlm:ing statements. or 10 Iile I reproduction of a finllncing statement. A1tern.tinly, UniS'f' may filelllis Agreement (Jt a ccpy of this Agreement to perfect its security interest. If thi, Agreem.nt or a copy of it is filed. infcnnaticn concerning the seewity interest may be obtained from Unisys atlhe a~ess staled in Section 17. 9. Client'. Operational Responsibilities 9.1 Clienl acknowledges it his independently deterrmned Itlat the Products and services ordered under Ihis Ageernent meet ill requiremenls . g.2 Client has scle responsibility tor use of II\e Products. inCluding operating procedures. audit controls, Ice:uracy Ind sec:urity of input and output data, restart and recovery routines, and oltlel' procedures neces-. / sary for Clienf' intended use 01 1M Products. 9.3 Client will ensure that its personnel are, at all times. educated and trained in lhe proper use Ind operation of the ProdUcts and !hat the Prodllc:t$ 1f8 used in accordance INiIl applICable Unisys manuals Ind inslnlctions 9.4 Client will maintain beck-up data necessary to replace critical Client data in the event of loss or damage to such dBIa from any ~use. 9.5 11 Unisys is providing SURETY Suppert Services. Clienl will (I) maintain IIle operating environment in accordanc. with Unisys specifications, (b) prOllide adequat. working and storage SIlace fa usa by Unisys personllel near the equipment. (c) provide Unisys lUll access to the equipment and sufficient computer time, subject only to Client'l security rules. (d) follow Unisys proceciwes fOl p1uing service requests and determining if remedial seNice is required. (e) 10Raw Unisys In- slructions for operatOl maintenance and obtaining services, 10 provide a memory dump and additional dalB in machine readable form if 'equalled, (g) reproduce suspected errors 01 malfunctions in Soft.Nare, and (h) install ell elTor cOfTICtIonS and malntenllnco ,eIe8ses supplied by Ullisys. 9.6 Information Services supplied by Unisys undet II\is AlJeementlre provided to ISsil1 Client. CHent, not Unisys, will be responsible fOl determining objectives and obtaining the desired results. '. 10. Protection of ProprttUly InfofmaUaft 10. t Chent will keep in c:onlldellce and protec:t Proprietary Information from disclosure 10 third parIie8 and rnlrlct lis use as provide<llt'l ItIls A~eement. Client acknovMdges thet unsuthorized disclosure of Pro- prietlry Information may cause .iGslBntill economic loss to Unisy' or its licensors. All materials contlinlftg Proprietary Information will be marked WIth 'Proprietary.' 'Conftdential,. or in a manner which gives notice of lis proprietary nature. proprtetary Informllion wi. not be copied, in whole or in parl. except when essential fOI correcting. generating a modifying ProprielBty Inlom1ation for Clients aulhonzed use. Each copy, including ils storage media. IlliU be marked by Client with all notices which appe. on th. original. 10.2 Upon termination or cancellation of any license granted under lhis Agreement, Client will dnlJoy (and. in writing, certify dt1truction) er rllum to Uni&ys all copies of the Software the Iieanse for which has been so terminated or canceled and any other related Proprietary Infolmaticn in eli.seSSion (including Proprietary Inronnation. incorporated in oth re << writings). 10 3 Ally icl8as, concepts, know-how. dati processing techniques. Software, dOcumentation, dia"ams. schematics or blueprints deve~ by Unisys peI'$Onnel (alone or jointly with Client) in connection ~th Information Services prOVided to Client will be the exclusive pl'ee.rty of Unisys. Unlsys granls to Client a non-exclusive. royally-free license to use Bny of the fOlegoing in accOldance wilh the terms of tlIis A!J'eement. 10.4 Client ackno~edges \hIt all support materials, including ""'thout Iimilatlon. diagnostic software, are the property of and include Pro- prietary Infannelion of Unisys. Client sssur=t that such materials Vlrill be used only by Unisys maintenence personnel, and lhat Unlsys haa lhe right to remove such materials from Clienfs facility at any tine. This provision appijes even though such mat"ials may be listed in !he U nisys price lists. ~atilogs, invoices ct conlracts. 10.5 Client will inform its employees of Iheir obliQlltions under this Section 10 and insfuc:t them so as to ensile sudt obligations are me.. tU This Section 10 INiIl survive termination or cancellation of this A~ent. 11, LIcense 11.t Unisys grants III Client a persanal. non-elclusive and non- hnstll'able license to use Software and related documentation ae:- cording to !he terms and conditions or ItIis Agreement, solely for elienfe inlemat data prgcessing requirements on the Unisys SPU in !he Uniled Sliltes on which Software is initially instaled. Clienfs use or Software will also be governed by .ny additional conditions which Unisys may provide on or prior In delivery of Software. Client a!J'ees that Unisys may periodically inspect lie computer site in order to audit Software supplied by Unisys installe<2 at Clenfs site at mutually agreed upon limes. \I a seplnlte license agreemenl accompanies non Unisys commodity Software. lien the separate license a!J'"ff1lnt terms will superwde the license terms in this AgrHment for that SoftWlre. 11.2 Client may modify any Unisys application Soft'Mlre and may combine this Software INitll otller programs or materials to fonn an updated wortl, provided lIlat upon termination of the license, the Unisys application Software will be removed tram the updated WOI'k and returned to Unisys. Clienl will not deCompile or disassembll anv Soflware provided under this Agreement 01' modify SoftWare which be.s a copyright notice of Iny third party. 11.3 Unisys pl'oYidel no media or documentaliOtl for So~ des, ignated 'LO- (license Only). Client may make (8) one archival copy (for backup purposes) of each ilem 0' SoftWare, and (b) one eOll'l, as required, for each liceme ~nted of Softwllre designated .LO." Each copy will conlBin alllegenclll and notices and will be subjtc:t to the same conditions and rt1tric:tions as Ihe original. Soft\wtr. designated .SUSSCRIt' (subScription) entitles Client to functional updates 11111 Unisys releases fOl the same elgible base Software during the applicable term of the subscription. provided Client has I CUlTent lie:ense and Ihe latest applicabl' Software Maintenance Releases for !tie eligible base Software. Softwwe designated "DRIVER" is for use solely with lhose models 01 device types specified in Ille drivers then~Urrent published specification and a license is required for each separately lldltessable unit of a device type. 11.04 If the SPU on which any item 01 SoftWare is licensed becomes temporarily unavlilable. use of such Software may be temporarily transferred to an alternative SPU until Ihe originll SPU becomas aVlilable. tl.5 No license is glInled to Client to \lse any Unisys proprietary operating syslem Software to assess. test or develop any llardWwe products or device handler software or operdng S)'lItem sollware ht will be mll'keted by Client or oltlers for canpensation. Client may ~- valop oll\er software progrllll1S and may test fully developed, commer- cially lvailebl, non Unisys hardware prodlK;ts or software pl'll!1ams where such testing is solely intended fot Chenrs in.mal evaluation of the fitness of such procIuct or pra",am for Client's own int",nal data processing purposes. 3 0114 43053982.(106 (31991