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11
City of Pleasanton
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CITY CLERK
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2008
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120208
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11
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11/25/2008 12:20:57 PM
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CITY CLERK
CITY CLERK - TYPE
STAFF REPORTS
DOCUMENT DATE
12/2/2008
DESTRUCT DATE
15 Y
DOCUMENT NO
11
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27. CHARGES AND PAYMENTS <br />27.1 Pricea. The pricing applicable tu Third Party Products is as <br />set out in the Pricing Fonn in the form finally agreed to by the <br />Parties. <br />27.2 Pricing Variability. Customer acknowledges that: <br />(a) the prices described in Pricing Form are applicable for <br />six (6) months after the date of execution hereof, and such prices <br />are based upon Customer taking delivery of the full number of <br />any particular Third Party Product listed in Pricing Form in a <br />single shipment <br />(b) and Customer hereby agrees that after the expiry of such <br />initial six-month period or, in case of Customer seeking, in a <br />particular shipment, delivery of less than all of the Third Party <br />Products of a particular type listed Pricing Form, the actual <br />prices may be higher. Prior to shipment of any Thvd Party <br />Products that would be subject tu pricing that differs from that <br />described in the Pricing Form, TAN will notify Customer of any <br />such different pricing and Customer will accept such different <br />pricing, as mutually agreed between Customer and TAN, in <br />writing. <br />26. SUPPORT FOR THIRD PARTY PRODUCTS <br />28.1 For the purpose of isolating support issues and <br />responsibility in respect of Third Party Products and theu <br />interaction with any Products, TAN will provide initial first-tier <br />support, tu a maximum of fifteen (15) minutes per support <br />inquiry, for Third Party Products, as further specified in the <br />Support and Maintenance Handbook. <br />29. PROPRIETARY RIGHTS <br />29.1 T61rd Party Proprietary Righta and Indemnity by <br />Customer. Customer acknowledges that any Third Party <br />Products supplied by TAN hereunder are supplied by TAN as a <br />reseller thereof and that the Thud Party Products are subject to <br />the intellectual property rights of the various third party <br />developers and/or manufacturers thereof, as applicable, including <br />without limitation copyright, trade secret, trademark, and patent <br />rights. Customer will maintain in confidence and not use or <br />disclose any and all confidential business or technical <br />information connected with any Third Party Product except as <br />specifically perntitted by a party having legal control of such <br />rights, and Customer will defend or settle any claim made or any <br />suit or proceeding brought against TAN insofar as such claim, <br />suit, or proceeding is based on an allegation that any Thud Party <br />Product provided to Customer hereunder has been installed, <br />used, or otherwise treated by Customer or any client or customer <br />of Customer in violation of the proprietary rights of any thud <br />party or on an allegation that Customer or any client or customer; <br />of Customer has disclosed or used any confidential business or <br />technical information connected with any Thud Parly Product, <br />provided that TAN will notify Customer in writing promptly <br />after the claim, suit, or proceeding is known to TAN and will <br />give Customer such information and assistance as is reasonable <br />in the circumstances. Customer will have sole authority to <br />defend or settle any such claim at Customer's expense. Customer <br />will indemnify and hold TAN harmless from and against any and <br />all such claims and will pay all damages and costs finally agreed <br />to be paid in settlement of such claim, suit or proceeding. <br />29.2 Third Party Products which are Software. Customer <br />acknowledges that the possession, installation and use of all <br />Third Party Products which are software shall be governed by <br />the terms of the software license(s) of the persons other than <br />TAN who possess the rights to control such possession, <br />installation and use. <br />30. WARRANTY <br />30.1 Warranty. TAN warrants to Customer that TAN has the <br />right to deliver the Thud Party Products subject to any <br />documentation accompanying such Thud Party Products at the <br />time of delivery and/or any licensing mechanisms, physical, <br />electronic or otherwise, included in any Third Party Products that <br />are software. <br />30.2 Warranties Provided by Third Party Suppliers. Thvd <br />Party Products are warranted by the manufacturers thereof in <br />accordance with the warranty statements accompanying delivery <br />of the Thud Party Products, and Customer agrees that Customer <br />will rely solely on such Thud Party Product warranties and <br />Customer shall make no claim against TAN on account of any <br />warranty, express or implied, which may apply to any Third <br />Party Product <br />10 <br />
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