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• r ATTACHMENT 2 • "Third Party Hardware"means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • `Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software and related interfaces identified in the Investment Summary and licensed to you through this Tyler Agreement. • "we","us","our"and similar terms mean Tyler. • "you"and similar terms mean Client. SECTION B—SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Tyler Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 1.3 You may not: (a)transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software;(c) rent, lease, lend, or provide commercial hosting services with the Tyler Software;or(d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.4 The license terms in this Tyler Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer. 1.6 We reserve all rights not expressly granted to you in this Tyler Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright,and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may choose to be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee (currently$800)directly to the escrow agent. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a tyler 2