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Agmt18 Hyland Software
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Agmt18 Hyland Software
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Last modified
10/31/2025 12:47:52 PM
Creation date
1/25/2018 3:23:26 PM
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Template:
Agreement
Contractor Name
Hyland Software
PROJECT NAME
OnBase ACMS
RMP File Number
304
Date
1/24/2018
MO Ref
18-015
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'Innovations" means all designs, processes, procedures, methods and innovations which are developed, discovered, conceived or <br />introduced by Hyland, working either alone or in conjunction with others, in the performance of this Agreement (including any <br />Services Proposal). <br />"Maintenance and Support" means for Supported Software, (i) Error Correction Services; (ii) Technical Support Services; and <br />(iii) the availability of Upgrades and Enhancements in accordance with a Maintenance Schedule or Software License and <br />Maintenance Schedule - Subscription. <br />"Production Certificate" means: license codes, a license certificate, or an IFM file issued by Hyland and necessary for Customer <br />to activate Software for Customer's production use. <br />"Prohibited Acts" mean any action taken by Customer that is: (i) in violation of Section l of the Software License Schedule - <br />Perpetual or Section 1, 2 or 3 of a Software and Maintenance Schedule — Subscription or (ii) contrary to Section 4.2 of these <br />General Terms. <br />"Professional Services" means any professional services provided by Hyland under a Services Proposal, including but not limited <br />to those services fisted at https://www.hylaud.00m/community. Examples of the services include: (a) installation of the Software; <br />(b) consulting, implementation and integration projects related to the Software, including but not limited to the customized <br />configuration of Softwme integration modules or business process automation modules; (c) project management; (d) <br />development projects in connection with the integration of Software with other applications utilizing any Software application <br />programming interface (API). <br />"Resolution" means Hyland provides Customer with a commercially reasonable workaround, correction, or modification that <br />solves or mitigates a reported Error. <br />"Services Proposal" means either: (a) a written proposal issued under a Professional Services Schedule, and which sets forth the <br />Professional Services Hyland will provide to Customer and which is signed by Customer and Hyland; or (b) a purchase order <br />submitted by Customer and accepted by Hyland for Professional Services. <br />'Software" means: (a) Hyland's proprietary software products, listed in the Initial Purchase Table Schedule, and other Hyland <br />proprietary software products for which Customer submits a written purchase order to Hyland (or an authorized solution <br />provider) that Hyland accepts and fulfills, including, in each case, third party software bundled by Hyland together with Hyland's <br />proprietary software products as a unified product; and (b) all Upgrades and Enhancements of the software products described in <br />clause (a) which Customer properly obtains pursuant to Maintenance and Support. <br />"Specifications" means the definitive, final functional specifications for Work Products, if any, produced by Hyland under a <br />Services Proposal. <br />"Supported Software; Retired Software'. At any particular time during a maintenance period covered by an applicable <br />Maintenance Schedule or Software License and Maintenance Schedule - Subscription: (a) "Supported Software" means the <br />current released version of the Software licensed by Customer from Hyland and any other version of such Software that is not <br />Retired Software; or (b) "Retired Software" means any version of the Software licensed by Customer from Hyland under this <br />Agreement which is identified as being retired on Hyland's applicable secure end user web site. Hyland will specify on its end <br />user web site Software versions which become Retired Software. The effective date of such change will be twelve (12) months <br />from the date Hyland initially posts the status change on its end user web site, and Customer will receive notice as a registered <br />user of Hyland's applicable secure end user web site. <br />"Technical Support Services" means telephone or online technical support related to problems reported by Company and <br />associated with the operation of any Supported Software, including assistance and advice related to the operation of the <br />Supported Software. Technical Support Services are not available for Retired Software. <br />"Upgrades and Enhancements" means any and all new versions, improvements, modifications, upgrades, updates, fixes and <br />additions to Software that Hyland makes available to Customer or to Hyland's end users generally during the term of a <br />Maintenance Schedule or Software License and Maintenance Schedule — Subscription to correct Errors or deficiencies or enhance <br />the capabilities of the Software, together with updates of the Documentation to reflect such new versions, improvements, <br />modifications, upgrades, fixes or additions; provided, however, that the foregoing shall not include new, separate product <br />offerings, new modules or re -platformed Softwam. <br />"Working Hour" means the services of one (1) person for a period of one (1) hour (or any part thereof) during regular business <br />hours, and shall include the travel time during which Hyland's resource(s) is required to travel outside of the metropolitan area in <br />REV: 01-09-1815 <br />Page 9 of 51 <br />ATTY/AGR.2018.001/Hyland Onbase ACMS <br />
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