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 Software Products, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this Agreement. b) Tyler will retain ownership of, including all intellectual property rights in and to, the Tyler Software Products and User Guides. c) The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities that are not named in this Agreement. d) The City's right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. The City will pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. The City will provide advance written notice to Tyler of any such transfer. e) The City acknowledges and agrees that the Tyler Software Products and User Guides are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. The City will use its best efforts to keep the Tyler Software Products and User Guides confidential to the extent permitted under applicable Texas law and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or User Guides by the City. The City will endeavor to protect the confidential and trade secret nature of the Tyler Software Products by establishing written procedures with respect to the City's employees who are permitted access to Tyler Software Products and preventing the Tyler Software Products from being acquired by unauthorized persons. The procedures established will be at least as stringent as those in use by the City with respect to its existing financial application software. The City will promptly notify Tyler of any violation of this section. f) The Tyler Software Products may not be modified by anyone other than Tyler. If the City modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on, and the warranty for, the Tyler Software Products will be void. The City will not decompile, disassemble, translate or otherwise reverse engineer the Tyler Software Products. g) The City may make copies of the Tyler Software Products for archival purposes only. The City will repeat all proprietary notices on any copy it makes of the Tyler Software Products. The City may make unlimited copies of the Tyler User Guides for internal use only. h) Tyler will maintain an escrow agreement with an escrow services company (Exhibit 14) under which Tyler places the source code of each major release of the Tyler Software Products. At the City's request, Tyler will add City as a beneficiary to such escrow agreement. The City will pay the annual beneficiary fee (currently $756.00) directly to the escrow services company and is solely responsible for maintaining its status as a beneficiary. i) The license for Content Manager SE is restricted to use with Tyler applications only. If the City wishes to use Tyler Content Management software with non -Tyler applications, the City must purchase or upgrade to Tyler Content Manager Enterprise Edition. In the event the City wishes to license Tyler Content Manager Enterprise Edition it will be added to the Agreement using the Authorization of Change in Services ( "ACIS" — Exhibit 11) form attached to this Agreement. Tyler Financial And Human Resources Software Application Systems Agreement 2013 2