Agmt16 SunGard Public Sector LLC

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Travel and Expense Reimbursement Policy OTHER MATTER RELATING TO THIS and will be invoiced on a monthly basis in AGREEMENT, AND THAT SUNGARD PUBLIC arrears and due within thirty (30) days from SECTOR EXPLICITLY DISCLAIMS ALL the date of invoice. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (c) Taxes. Customer is responsible for FURTHER, SUNGARD PUBLIC SECTOR paying all taxes (except for taxes based on EXPRESSLY DOES NOT WARRANT THAT A SunGard Public Sector's net income or capital COMPONENT SYSTEM, ANY CUSTOM stock) relating to this Agreement, the MODIFICATION OR ANY IMPROVEMENTS WILL Improvements, any services provided or BE USABLE BY CUSTOMER IF THE COMPONENT payments made under this Agreement. SYSTEM OR CUSTOM MODIFICATION HAS BEEN Applicable tax amounts (if any) are NOT MODIFIED BY ANYONE OTHER THAN SUNGARD included in the fees set forth in this pUBLIC SECTOR, OR WILL BE ERROR FREE, Agreement. If Customer is exempt from the yyILL OPERATE WITHOUT INTERRUPTION OR payment of any such taxes, Customer must yyILL BE COMPATIBLE WITH ANY HARDWARE OR provide Su�Gard Public Sector with a valid tax SOFTWARE OTHER THAN THE EQUIPM�NT. exempfiion'certificate; otherwise, absent proof of Customer's direct payment of such tax amounts t� the applicable taxing authority, 6. Termination. A party has the right t� terminate SunGard Public Sector will invoice Customer this Agreement if the other party breaches a material for and Customer will pay to SunGard Public provision of this Agreement. To terminate this Sector all such tax amounts. Agreement, the party seeking termination must give the other party notice that describes the event or (d) Late Charpes. Customer will pay each condition of termination in reasonable detail. From the SunGard Public Sector invoice by no later date of its receipt of that notice, the other party will than thirty (30) riays after receipt. Late have thirty (30) days to cure the breach to the payments are subject to a late charge equal to reasonable satisfaction of the party desiring the lesser of: (i) the prime lending rate termination. If the event or condition giving rise to the established from time to time by Citizens right of termination is not cured within that period, then Bank, Philadelphia, Pennsylvania plus three the party seeking to terminate this Agreement can percent (3°/a); or (ii) the highest rate permitted effect such termination by providing the other party by applicable law. with a termination notice thai specifies the effective date of such termination. Termination of this 4. Term. This Agreement will remain in full Agreement will be without prejudice to the terminating force and effect throughout the initial Contract party's other rights and remedies pursuant to this Year. After the initial Contract Year, this Agreement, and the provisions of Section 13 shall Agreement will renew for an additional survive the termination of this Agreement. In the event Contact Year unless, at least six (6) months of early Termination, any prepaid Annual Fee shall be prior to the expiration of the initial Contract apportioned as of the termination date and reimbursed Year, Customer notifies SunGard Public to Customer. Sector in writing of Customer's intent not to renew the Agreement for the second Contract �� Confidential Information. Except as otherwise Year. After the second Contract Year, this permitted under this Agreement, the Recipient will not Agreement will automatically be extended for knowingly disclose to any third party, or make any use consecutive Contract Years on a year-to-year of the Discloser's Confidential Information. The basis unless either party notifies the other in Recipient will use at least the same standard of care to writing of its intent not to extend this maintain the confidentiality of the Discloser's Agreement for any particular Baseline Confidential Information that it uses to maintain the Component System/Custom Modification at confidentiality of its own Confidential Information of least six (6) months prior to the expiration of equal importance. Except in connection with the the then-current Contract Year. Software and any software provided with the Software, the ,non-disclosure and non-use obligations of this 5. Disclaimer of Warranties. Customer Agreement will remain in full force with respect to each agrees and understands that SUNGARD item of Confidential Information for a period of ten (10) PUBLIC SECTOR MAKES NO Years after Recipient's receipt of that item. However, WARRANTIES WHATSOEVER, Customer's obligations to maintain both the Software EXPRESSED OR IMPLIED, WITH REGARD and any software provided with the Software as TO ANY IMPROVEMENTS AND/OR ANY confidential will survive in perpetuity. Page 4 of 10 REV:05-02-16 RL ATTY/AGR/2016.089/CITY OF REDWOOD CITY,CA SPS MAINTENANCE 071015