10-24-11 Regular Meeting of La Porte City Council

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Software are used. 3.4 Protection of Software (a) The HVS Hardware and Hart Proprietaiv Software are designed to be used only with each other and the agreed -upon Non -Hart Software and Non -Hart Equipment. To protect the integrity and security of the HVS, without the express written consent of Hart, (i) Client shall use the Software and Hardware only in connection with the HVS; (ii) Client shall not install or use other software on or with the Hardware or Software or network the Hardware or Software with anv other hardware, software, equipment, or computer systems; and (iii) Client shall not modifi- the Hardware or Software. If Client does not comply with any provisions of the preceding sentence, then (i) the Limited Warranties under Section 1 will automatically terminate; (ii) Hart may terminate its obligation to provide Support Services under Section 2; (iii) Hart will have no further installation obligations under Section 3.2 (Deliver* and Installation), and (iv) Hart will have no further obligations under Section 33 (Training and Documentation). Furthermore, if Client uses the Software and Hardware in combination with other software and equipment (other software or equipment being those not provided by Hart or its designees), and the combination infringes Hart proprietaiv patent claims outside the scope of the software license granted to Client under Section 3, Hart reserves its rights to enforce its patents with respect to those claims. (b) Client shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering, disassembly, or decompilation of any Software. Client shall not use any Software for application development, modification, or customization purposes, except through Hart. (c) Client shall not assign, transfer, sublicense, time - share, or rent the Software or use it for facility management or as a service bureau. This restriction does not preclude or restrict Client from contracting for election services for other local governments located within Client's jurisdictional boundaries. Client shall not modifi-, copy, or duplicate the Software; provided, during the term of the Software licenses and sublicenses. All copies of the Software, in whole or in part, must contain all of Hart's or the third -party licensor's titles, trademarks, copyright notices, and other restrictive and proprietaiv notices and legends (including government - restricted rights) as they appear on the copies of the Software provided to Client. Client shall notifi- Hart of the following: (i) the location of all Software and all copies thereof and (ii) any circumstances known to Client regarding any unauthorized possession or use of the Software. (d) Upon termination of Client's license or sublicense of Software, Client shall immediately discontinue all use of the Software and return to Hart or destroy, at Hart's option, the Software (and all related documentation (electronic and hard copy) and Confidential and Proprietaiv Information) and all archival, backup, and other copies thereof, and provide certification to Hart of such return or destruction. (e) Client shall not publish any results of benchmark tests run on any Software. (f) Although the Hart Proprietaiv Software and Sublicensed Software are protected by copyright and /or patents, they may be unpublished, and constitute Confidential and Proprietaiv Information of Hart and the third -pair licensor, respectively. Client shall maintain the Software in confidence and comply with the terms of Section 6, Protection of Confidential and Proprietaiv Information, with respect to the Software. (g) This Section 3.4 will survive the termination or cancellation of this Agreement. Page 6 of 21 HVS License Agreement — Rev. 09 -2011