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SOFTW_AR_E_LICENSE AND MAINTENANCE PURCHASE AGREEMENT #89080401 <br /> by and between <br /> <br />ORBIT SOFTWARE (USA) Inc. of 319 Dlablo Rd., Suite 218, Danville, CA 94526 (hereinafter called LICENSOR) <br />and, <br /> <br /> CITY OF PLEASANTON of 123 MAIN STREET, PLEASANTON, CA 94566 (hereinafter called LICENSEE). <br /> <br />-Specifications <br /> <br />LICENSOR agrees to grant LICENSEE a non-exclusive license for the use of ONLINE-BACKUP/3000 a high-speed backup utility <br />(the SOFTWARE) developed by J6rg Gr6ssler GmbH and, LICENSOR further agrees to render LICENSEE continuous service <br />and support for the SOFTWARE under the following terms and conditions: <br /> <br />1. Dellverables <br /> <br />LICENSOR has delivered to LICENSEE <br />- one tape containing the current version of the SOFTWARE in object-code, programmed to expire within the next 30-day period; <br />- one user manual containing a detailed description of the command language, the various functions and all information necessary <br />to handle and run the SOFTWARE. <br /> <br />2. Installation and Acceptance <br /> <br />LICENSEE has installed the SOFTWARE according to the instructions given in the manual and has used it on the CPU(s) for which it <br />is intended. After completing functional tests of the SOFTWARE during a time period which the LICENSEE considers sufficient, he <br />is satisfied with the results obtained and accepts to license the SOFTWARE as it is now coded and in his possession. LICENSEE <br />requests that LICENSOR assign to him the validation number(s) under which the SOFTWARE will function perpetually. <br /> <br />3. Term and Termination <br /> <br />Notwithstanding the binding effect of a previous purchase order by LICENSEE, this Agreement shall become effective as soon as <br />LICENSEE has paid to LICENSOR the amounts set forth in No. 5 below, upon which payment LICENSOR will assign to LICENSEE <br />the validation number(s) which correspond to the serial number(s) of the CPU(s) for which the SOFTWARE is intended. It shall <br />remain in effect perpetually unless terminated. LICENSEE may terminate the agreement at any time but will not be entitled to any <br />refund of the license fee. LICENSOR may only terminate until the license fee has been paid in full. In case of termination, <br />LICENSEE must within 30 days certify to LICENSOR that he has destroyed all copies of the SOFTVVARE and documentation <br />supplied under this agreement. <br /> <br />Any obligation to keep confidential information secret shall survive the termination of the Agreement. LICENSOR undertakes not to <br />terminate the Agreement under all regular circumstances provided LICENSEE honors all obligations thereunder. <br /> <br />4. Restrictions of Use <br /> <br />This license only applies to the central processing unit(s) for which (a) validation code(s) has (have) been assigned. If LICENSEE <br />intends to use the SOFTWARE on additional CPUs, an addendum to this contract must be obtained for each such use. An upgrade <br />of the CPU constitutes a different CPU and is subject to additional license and maintenance fees. LICENSEE agrees that he will only <br />make such archival copies of the SOFTVVARE as are necessary to ensure safe storage. LICENSEE further agrees that he will not <br />modify the SOFTWARE, nor will he make a source-code version of the SOFTWARE by recompilation or any other method. <br /> <br />5. Payment , <br /> <br />LICENSEE shall pay to LICENSOR a lump-sum license fee in the amount of USD $11,560.00 within thirty (30) days of the invoice <br />date. If payment is not fully effected by the due date, a late charge of 1-1/2% of the past due amount will be added for each thirty <br />(30) days past due. When charges are past due sixty (60) days or more, LICENSEE shall be deemed in default of payments due. <br />LICENSEE must also compensate LICENSOR for any direct loss and costs incurred by him as a result of LICENSEE's default. <br /> <br />If LICENSEE opts for regular maintenance and improvements under Section 8 of this Agreement, in lieu of individual payments for <br />time and efforts spent by LICENSOR he shall pay to LICENSOR a lump sum equalling an amount of USD $2,040.00 for the first <br />thirteen (13) months of such maintenance and improvements, beginning on the first day of the month following the effective day of <br />this Agreement. Additional annual payments will become due if LICENSEE renews the maintenance portion of this Agreement. If <br />LICENSEE wishes that LICENSOR render on-site services under this Agreement, LICENSOR may charge extra time and expenses <br />as mutually agreed upon. <br /> <br /> Page I of 2 <br /> <br /> <br />