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<br />SYSTEMS AGREEMENT
<br />This Systems Agreement is effective as of August 15, 2017.(the "Effective Date") and entered into by and
<br />between NuPark, Inc., a Delaware corporation ("NuPark"), and City of San Marcos, Texas ("Customer").
<br />NuPark is in the business of providing, and Customer desires to obtain from NuPark, certain parking -related
<br />software and hardware, maintenance support, and related services. This Agreement establishes the master terms and
<br />conditions that will apply to the initial transaction described herein and all subsequent transactions which NuPark
<br />and Customer may enter into pursuant to this Agreement. In consideration of the mutual promises and covenants
<br />contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, the parties hereby agree as follows:
<br />1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning
<br />set forth below:
<br />1.1 "Agreement" means this Systems Agreement and all attachments, exhibits and schedules hereto,
<br />including any written addenda, amendments or Subsequent Solution Pricing subsequently entered into by the parties.
<br />1.2 "Confidential Information" means that information of either party ("Disclosing Party") which is
<br />disclosed to the other party ("Receiving Party") pursuant or in relation to this Agreement (a) in written form and
<br />marked "Confidential" or "Proprietary;" (b) if disclosed verbally, which the Disclosing Party indicates is
<br />confidential at the time of disclosure and sends a written summary of such information to the Receiving Party within
<br />thirty (30) calendar days of disclosure marked "Confidential" or "Proprietary;" and (c) in addition to the foregoing,
<br />which a reasonable businessperson would regard as confidential under the circumstances of disclosure and/or in
<br />view of the nature of the information. Notwithstanding the foregoing, Confidential Infonnation includes, without
<br />limitation, this Agreement, the NuPark System and all components thereof, the Intellectual Property, and all non-
<br />public know-how, inventions, techniques, processes, algorithms, software programs, schematics, designs, contracts,
<br />customer lists, financial information, pricing information, marketing information, product plans, and such other
<br />information as should be considered and treated as confidential considering the nature of such information.
<br />Notwithstanding the foregoing, NuPark acknowledges that Customer is a public body in the State of Texas subject to
<br />the teens of the Texas Public Information Act. Any record required by the Texas Public Information Act to be
<br />released shall be excluded from this definition of Confidential Infonnation.
<br />1.3 "Customer" has the meaning contained in the first paragraph above and includes any entity
<br />directly or indirectly controlling, controlled by, or under common control with Customer including, without
<br />limitation, any subsidiary, affiliate, or parent of Customer on the Effective Date of this Agreement. For purposes of
<br />this definition, "control" means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all
<br />of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or
<br />other governing authority, as of the Effective Date or hereafter during the term of this Agreement; provided,
<br />however, that such entity will be considered a subsidiary, affiliate or parent only for the time during which such
<br />control exists.
<br />1.4 "City of San Marcos Data" means all data entered by the City of San Marcos, or received by
<br />NuPark, as part of, or in connection with, the City of San Marcos's use of the NuPark System
<br />1.5 "Documentation" means the technical documentation and any end-user instructions including all
<br />updates and versions thereof associated with the Licensed Software and Licensed Hardware, whether in the form of
<br />electronic or printed materials, magnetic media, or machine-readable format.
<br />1.6 `Error" means the material non-conformance of the Licensed Software with the Documentation.
<br />1.7 "Initial Solution Pricing" means the products, software, and services initially ordered by Customer
<br />under this Agreement as set forth in Exhibit A.
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