25D - AGMTS - PAYROLL - HR SYSTEM MAINTENANCE

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2. TERM This License is effective from the date of execution of this Agreement by both parties. The License granted herein with regard to each Licensed Program shall remain in force until LICENSEE permanently discontinues the use of that Licensed Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written notice to LICENSEE, by reason of LICENSEE'S failure to comply with any of the terms and conditions of this Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the LICENSEE will be granted ten (10) days after written notification from LICENSOR to comply with the terms of the Agreement prior to termination. 3. LICENSE The License granted under this Agreement authorizes LICENSEE on a personal, non-transferable and non-exclusive basis, to Use any Licensed Program only on the Designated Equipment identified in Part If to this Agreement without right to sub-license or rent. The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR. All applicable rights in patents, copyrights, trade-marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed. Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de-compile, translate, reverse engineer or create derivative works from the Licensed Programs. 4. LICENSE TO REPRODUCE LICENSEE may reproduce and install the Licensed Programs on a development and test system for the purposes of testing (new versions & patches), training and serving as a backup system to the Designated Equipment. Additionally, the LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75% of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re-licensed or sub-licensed to any third party or used on any equipment not owned or leased by LICENSEE for its own use. LICENSEE may reproduce for its own use Licensed Program documentation provided by LICENSOR including reference manuals, training materials and installation instructions. 5. COPIES Except for the License to Reproduce referred to in paragraph 4, LICENSEE is not entitled to make copies of the Licensed Programs in whole or in part in printed or machine-readable form. However, the LICENSEE has the right to create and store copies of Licensed programs for the sole purpose of operational backup, disaster preparedness, recovery, and other emergency related needs. The original and any copies of Licensed Programs, in whole or in part, which are made by LICENSEE shall be the property of LICENSOR. LICENSEE agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. 6. ESCROW The LICENSEE by signing this Agreement becomes a beneficiary for the source code for those Licensed Programs outlined in PART I. LICENSOR agrees to notify Lincoln-Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. 7. PROTECTION OF LICENSED PROGRAM LICENSEE agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than LICENSEE'S or LICENSOR'S employees or contractors without prior consent from LICENSOR, except during the period any such person is on LICENSEE'S premises with LICENSEE'S permission for purposes specifically related to LICENSEE'S Use of the Licensed Program. LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to Licensed Programs to satisfy its obligations under this Agreement with respect to AGREEMENT #980603 Page 2 or to 25D-4