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3 1 CONTRACT TO THE CITY OF SAN MARCOS - QT- 2901/3 Terms and Conditions - Hosted Solution This Agreement is made this the day of 2011 by and between New Dawn Technologies hereinafter referred to as "New Dawn ", and the City of San Marcos hereinafter referred to as "Customer ". This agreement is made based on current pricing available through the Texas DIR. Future purchases of additional New Dawn products and services may be made by referencing the New Dawn DIR contract number SDD -628. If New Dawn DIR contract is discontinued, New Dawn will honor the most recent amounts offered through the DIR for a period of 3 years after cancelation. The JustWare System is hereby defined as the case management software being purchased by The City of San Marcos for use in the San Marcos Municipal Court and will exist in a SaaS (Software as a Service) hosted environment. 1. Account Information and Data New Dawn does not own any data, information or material that Customer submits to the hosting service in the course of using the hosting service ( "Customer Data "). Customer, not New Dawn, will have sole responsibility and ownership for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer Data and New Dawn will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data if caused by the Customer. New Dawn will provide a copy of Customer data in Excel or Access format upon the request of Customer. In the event this Agreement is terminated (other than by reason of Customer breach), New Dawn will make available to Customer a .csv file of the Customer Data within 3o days of termination. 2. Intellectual Property Ownership New Dawn alone will own all right, title and interest, including all related Intellectual Property Rights, in and to the New Dawn technology, the hosting service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the hosting service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the hosting service, the New Dawn technology or the intellectual property rights owned by New Dawn. The New Dawn s name, the New Dawn logo, and the product names associated with the hosting service are trademarks of New Dawn or third parties, and no right or license is granted to use them. 3. Go -Live Date The Go -Live Date ( "Go- Live ") will be established through a written acceptance by the Customer. "Go- Live" is defined as the first day of production use of the JustWare system after the obligations and milestones defined in the Statement of Work have been met. The Customer will determine whether the Statement of Work has been completed and the New Dawn JustWare software is performing as expected. "Go- Live" will occur after Administrative Training, JustWare End User Training and following the completion of any custom development including documents created by New Dawn's Business Intelligence staff as part of the Project Plan. w v New Dawn