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

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or partners of each other. Hart's employees, agents, and subcontractors will not be entitled to any privileges or benefits of Client employment. Client's employees, agents, and contractors will not be entitled to any privileges or benefits of Hart employment. 12.11 Notices Any notice required or permitted to be given under this Agreement by one party to the other must be in writing and shall be given and deemed to have been given immediately if delivered in person to the address set forth on the Signature Page for the party to whom the notice is given, or on the fifth business day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the party at their address set forth on the Signature Page. Each party may change its address for notice by giving written notice of the change to the other party. 12.12 Trademarks eScanTM, eSlateJ, Judge's Booth ControllerTM, JBCTM, Disabled Access UnitTM, DAUTM, Mobile Ballot Box Ballot Origination Software SystemTM, BOSSTM, TallyTM RallyTM, FUSIONTM, and Ballot NowTM are trademarks of Hart. 13. DEFINITIONS Agreement" has the meaning set forth on the Signature Page. Anniversary Date" means each anniversaiv of the Effective Date. "Annual Fee" means the combined annual license, sublicense, and support fees payable by Client to Hart as described in Section 4. "Client" has the meaning set forth on the Signature Page. "Confidential and Proprietary Information" means Software, firmware, diagnostics, documentation (including operating manuals, user documentation, and environmental specifications), designs and configurations of Equipment, Software and firmware, trade secrets and related documentation, and any other information confidential to Hart or its suppliers or licensors. " DAUTM" means the Disabled Access Unit (DAUTM) created by Hart as an add -on component to an eSlate x> that facilitates the performance of voting activities by disabled voters, for example, by providing an audio ballot presentation and/or accepting inputs from specialized switch mechanisms, such as head switches, breath switches, and panel switches that facilitate interaction with disabled voters, as needed. "Effective Date" has the meaning set forth in the Signature Page and indicates the date this Agreement becomes effective. "Equipment" means the HVS Hardware and Non -Hart Equipment. "eScanTM" means the eScan device created by Hart, consisting of a precinct digital ballot imaging device single -feed scanner that transports and scans both sides of a ballot simultaneously, and a base that provides for secure ballot storage and transport. "e,Slate.V' means the eSlate:R created by Hart and consisting of hardware including an electronically configurable, network- capable voting station that permits a voter to cast votes by direct Page 15 of 21 HVS License Agreement — Rev. 09 -2011