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Agmt19 CherryRoad Technologies, Inc.
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Agmt19 CherryRoad Technologies, Inc.
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Last modified
5/1/2026 4:35:19 PM
Creation date
5/30/2019 11:27:42 AM
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Agreement
Contractor Name
Cherryroad Technologies, Inc.
PROJECT NAME
Configuration, implementation and support of Oracle Fusion, Core and ADP software services ERP update
RMP File Number
304
Date
5/29/2019
MO Ref
19-110
Amendment
Yes
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1.12 "Releases." New versions of the Licensed Program, defined by version number and associated release <br />notes provided at time of release. <br />1.13 "Specifications." The functional performance parameters of the customizations and Enhancements, if <br />any, developed and delivered by CORE pursuant to this Agreement. The final project Specification, once <br />agreed to in writing by the parties, will be the controlling functional document for the project. <br />1.14 "Transaction" The creation of a record in the system transaction table with a uniquely assigned <br />transaction reference number is a transaction. Examples: (i) the posting of a single transaction to a receipt <br />tendered by one or more payment types (tenders) will result in a single transaction record, (ii) the posting <br />of more than one transactions to a receipt tendered by one or more tenders will result in transactions <br />equal to the number of items, (iii) the posting of transactions containing sub transactions will result in the <br />creation of transactions equal to the number of items plus the number of sub items. <br />1.15 "Users." The designated Customeremployee(s) including contracted staff for whom a unique identifier <br />and password have been assigned by Customer to access and operate the licensed software. <br />SECTION 2—GRANT OF LICENSE <br />2.1 Scope of License. Subject to compliance by Customer with the terms hereof, CORE hereby grants to <br />Customer, for the Agreement Term, unless terminated as provided herein, a personal, non-exclusive, non- <br />transferable license (without the right of sublicense), to: Install the Licensed Program and use it only in object <br />code form solely on computers owned or leased and used by Customer at its facilities, for up to the number of <br />Transactions specified in this Agreement in Attachment A, for the sole and express purpose of supporting the <br />business activities of Customer. <br />2.2 Minimum Hardware and Software Requirements. Customer acknowledges that in order for the Licensed <br />Program to be executed, Customer's computers must meet or exceed the minimum published hardware, <br />software (including third -party software) and communication requirements for the Licensed Program as provided <br />in Attachment F. Customer agrees such requirements are subject to change, and that future versions of the <br />Licensed Program may have different hardware and software requirements than those presently in effect. The <br />acquisition of necessary hardware and software meeting the requirements then in effect shall be the sole <br />responsibility of Customer. CORE agrees to provide advanced written notification to the Customer of any <br />upcoming changes to hardware or software requirements. CORE agrees that they have fully disclosed current <br />hardware, software and operating system requirements for the current release of the Licensed Program. <br />2.3 Acquisition of Third -party Software. The acquisition of necessary licenses and support for this software <br />shall be the sole responsibility of Customer. Specifications for this third -party software are provided in <br />Attachment F. Customer acknowledges that CORE software support does not cover third -party software unless <br />otherwise specified. <br />2.4 Custom Modifications. The Customer acknowledges that the standard software listed on Attachment A <br />does not include custom modifications, such as software interfaces to the Customer's host systems, check digit <br />routines, interest computations, OCR edits, etc. If requested by the Customer, the development by CORE of <br />custom specifications is chargeable by CherryRoad in a separate Professional Services Agreement or Change <br />Order through CherryRoad. <br />2.5 Assignment of Rights in Developed Maintenance Modifications and Enhancements. All right, title, and <br />interest in all Maintenance Modifications and Enhancements developed for Customer by CORE during the term <br />of this Agreement are hereby assigned by Customer to CORE, for CORE's own purposes, whether for CORE's <br />corporate purposes or for CORE's other third -party Customers, all without any royalty or other payment payable <br />by CORE to Customer. <br />EXHIBIT H ATTACHMENT C CORE BT SUBSCRIPTION LICENSE TERMS <br />ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 158 of 172 <br />H -C - 2 <br />
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