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` Agreement" has the meaning set forth in the Signature Page.
<br />"Annual Fee" means the combined annual license, sublicense, and support fees payable by Client
<br />to Hart under the HVS Warranty, License, and Support Agreement.
<br />"Client" has the meaning set forth in the Signature Page.
<br />"Confidential and Proprietary Information" means Software, firmware, diagnostics,
<br />documentation (including operating manuals, user documentation, and environmental specifications),
<br />designs and configurations of Hardware, Software, and firmware, trade secrets and related documentation,
<br />and any other information confidential to Hart or its suppliers or licensors.
<br />" DAU means the Disabled Access Unit (DAUTM) created by Hart as an add -on component to
<br />an eSlate R, that facilitates the performance of voting activities by disabled voters, for example, by
<br />providing an audio ballot presentation and/or accepting inputs from specialized switch mechanisms, such
<br />as head switches, breath switches, and panel switches that facilitate interaction with disabled voters, as
<br />needed.
<br />"Effective Date" has the meaning set forth in the Signature Page and indicates the date this
<br />Agreement becomes effective.
<br />"Equipment" means the HVS Hardware and Non -Hart Hardware listed on Schedule A.
<br />"eScanTM" means the eScanTM device created by Hart, consisting of a precinct digital ballot
<br />imaging device single -feed scanner that transports and scans both sides of a ballot simultaneously, and a
<br />base that provides for secure ballot storage and transport.
<br />"eMate,'V' means the eSlate:R created by Hart and consisting of hardware including an
<br />electronically configurable, network- capable voting station that permits a voter to cast votes by direct
<br />interaction, which voting station in its present configuration created by Hart comprises an electronically
<br />configurable liquid civstal display (LCD) panel for use in displaying ballot images, a rotaiv input device
<br />for use in ballot navigation, and various buttons that facilitate voter options for selecting ballot choices
<br />and casting a ballot.
<br />A.
<br />"eMate�R) Hardware" means the eSlateO�, JBCTM, and DAUTM in the quantities listed on Schedule
<br />"Firmware" means the Hart Proprietary Software embedded in eSlato( voting devices that
<br />allows execution of the software functions, but does not allow access to or modification of the software
<br />by an end user.
<br />"Force Majeure" has the meaning set forth in Section 8.7.
<br />"Hart" means Hart InterCivic, Inc., a Texas corporation.
<br />"Hart Proprietary ,Software" means the run -time executable code and associated support files of
<br />the Ballot Origination Software System (BOSSTM) Software, TallyTM Software, RallyTM Software, Ballot
<br />NowTM Software, computer code and software resident in the HVS Hardware, and other support software
<br />utilities as specified on Schedule B, consisting of computer programs and computer code owned by Hart
<br />that are licensed to Client pursuant to the Hart Voting System Warranty, License, and Support
<br />Agreement, and all updates, upgrades, versions, new releases, derivatives, revisions, corrections,
<br />Page 8 of 15
<br />HVS Agreement — Revised 09 -2011
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