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ATTACHMENT 2 <br /> deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to <br /> provide such cooperation and assistance(either through action or omission). <br /> SECTION D—MAINTENANCE AND SUPPORT <br /> We will provide you with maintenance and support services for the Tyler Software under the terms of our <br /> standard Maintenance and Support Agreement, as amended by the Professional Services Agreement <br /> between Tyler and Client. You agree to pay us the annual maintenance and support fees,as amended by <br /> the Professional Services Agreement between Tyler and Client, in accordance with our Invoicing and <br /> Payment Policy. <br /> SECTION E—THIRD PARTY PRODUCTS <br /> 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have <br /> purchased any,for the price set forth in the Investment Summary. Those amounts are payable in <br /> accordance with our Invoicing and Payment Policy. <br /> 2. Third Party Software. Upon payment in full of the Third Party Software license fees,you will receive a non- <br /> transferable license to use the Third Party Software and related documentation for internal business <br /> purposes only. Your license rights to the Third Party Software will be governed by the Third Party End User <br /> License Agreement(s). <br /> 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in <br /> the Investment Summary. <br /> 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party <br /> Software, we shall provide you written notice as soon as reasonably possible, and you will pay such <br /> additional future fee or no longer have access to such Third Party Software. <br /> 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the <br /> Developer. You will give us advance written notice of any such transfer and will pay us for any <br /> required or requested technical assistance associated with such transfer. <br /> 3. Third Party Products Warranties. <br /> 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. <br /> 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and <br /> clear title to the Third Party Hardware. <br /> 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or <br /> guarantee the performance of the Third Party Products. However, we grant and pass through to you <br /> any warranty that we may receive from the Developer or supplier of the Third Party Products. <br /> 4. Maintenance. If you have a Maintenance and Support Agreement in effect,you may report defects and <br /> other issues related to the Third Party Software directly to us, and we will(a)directly address the defect or <br /> issue,to the extent it relates to our interface with the Third Party Software;and/or(b)facilitate resolution <br /> with the Developer, unless that Developer requires that you have a separate,direct maintenance <br /> agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support <br /> 'd •. tyler <br /> 4 <br />