Res 2013-196/Approving an agreement w/Tyler Technologies, Inc. for a Financial and Human Resources software and application system

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Tyler Third Party Software and Hardware as set forth in the Investment Summary (collectively, the "Third Party Products "). 2. License of Third Party Software. a) Upon the City's payment in full of the Third Party Product Software license fees, Tyler will grant to the City and the City will accept from Tyler a non - exclusive, nontransferable, non - assignable license to use the Third Party Software and related documentation for the City's internal business purposes, subject to the terms and conditions set forth herein. b) The developer of the Third Party Software (each a "Developer ", collectively "Developers ") will retain ownership of the Third Party Software. c) The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to City. The City will provide advance written notice to Tyler of any such transfer d) The City acknowledges and agrees that the Third Party Software and related documentation are proprietary to the Developer and have been developed as trade secrets at the Developer's expense. The City will use best efforts to keep the Third Party Software and related documentation confidential to the extent permitted under applicable Texas law and to prevent any misuse, unauthorized use, or unauthorized disclosure of the Third Party Software and related documentation by the City. e) The City will not decompile, disassemble, translate or reverse engineer the Third Party Software. f) The City may make copies of the Third Party Software for archival purposes only. The City will repeat all proprietary notices on any copy of the Third Party Software. The City may make copies of the documentation accompanying the Third Party Software for internal use only. The foregoing notwithstanding, the City may make a copy of Tyler Unlimited Client Access for Disaster Recovery purposes. 3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party Products include costs for shipment while in transit from the Developer or supplier to City. 4. Installation and Acceptance. Unless otherwise noted in the Investment Summary, the Tyler Software Product installation fee includes installation of the Third Party Products. Upon completion of installation, the City will obtain from Tyler a certification of completion, or similar document, which will constitute the City's acceptance of the installation of the Third Party Products. 5. Site Requirements. The City will provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products and installation of all required cables. 6. Warranties. Tyler Financial And Human Resources Software Application systems Agreement 2013 10