Agmt19 CORE Business Technologies

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ORIGINAL SOFTWARE LICENSE & ASP HOSTING SERVICES AGREEMENT FOR IPAYMENT ENTERPRISE THIS SOFTWARE LICENSE & ASP HOSTING SERVICES AGREEMENT FOR IPAYMENT ENTERPRISE ("Agreement") is made and entered into by and between Wonderware Inc. d/b/a CORE Business Technologies, (hereinafter called "CORE"), a corporation duly authorized and existing under the laws of the State of Rhode Island and having its principal offices at 2224 Pawtucket Avenue, East Providence, RI 02914, and City of Redwood City, (hereinafter called "Customer"), a charter city and municipal limited liability company having its principal offices at 1017 Middlefield Road, Redwood City, CA 94063. CORE desires to grant to Customer, and Customer desires to acquire from CORE a non-exclusive right and license to use certain computer software and hosting services as hereinafter defined (the "Services"). Both parties agree that they are able to comply with and will satisfy the terms and conditions as set forth in this Agreement. Both parties, intending to be legally bound, agree to the following: 1. INCORPORATION OF SCHEDULES AND ATTACHMENTS Any Attachment or schedule signed by the parties and referring to this Agreement and any Attachment attached to this Agreement shall be incorporated into this Agreement. In the event of a conflict between an incorporated Attachment and the terms of this Agreement, the terms of the Attachment shall take precedence over the Agreement unless otherwise agreed to by the parties by written amendment to this Agreement. 2. STANDARD OF PERFORMANCE; CUSTOMER AGENT 2.1 While performing the Services, CORE will exercise the reasonable professional care and skill customarily exercised by reputable members of CORE's profession and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 2.2 Customer has entered into a Professional Services Agreement with CherryRoad Technologies, Inc. ("CherryRoad"), to implement the software and services to be provided by CORE pursuant to this Agreement and CherryRoad will act as the agent of Customer (until such time as this authority is revoked in written notice to CORE) with respect to exercising the rights granted to Customer as contained herein and performing the obligations of Customer, including all payment obligations. 2.3 All payment card data that is handled by CORE in connection with providing services pursuant to this Agreement shall be encrypted at all times during transfer and when in storage and will further comply in all respects with PCI -DSS requirements with respect to credit card information and such other standards as may be customary for the handling of other forms of financial transactions. 3. TERM AND TERMINATION 3.1. The rights granted under this Agreement commence as of (the "Effective Date") and continue for an "Initial Agreement Term" of five (5) years that starts with delivery of system access (development or test instance), unless this Agreement is sooner terminated as provided herein. 3.2. Termination Upon Breach. If either party breaches a material term of this Agreement and fails to correct the breach within 60 days of written specification of the breach, then such a breach shall be an event of default and the non -breaching party may terminate this Agreement at any time thereafter upon written notice of such termination to the breaching party with or without additional Page 1 of 8 ATTY/AGR/2019.118.1/CHERRYROAD ERP IMPLEMENTATION SERVICES - COREBT SOFTWARE LICENSE AGR REV: 05-28-19 PR