11-2272 Sungard Public Sector, Inc. Agreement

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This Application Services Provided Agreement ("Agreement") is made between SunGard Public Sector Inc., ( "SunGard Public Sector ") a Florida corporation with a business address at 1000 Business Center Drive, Lake Mary, FL 32746 and City of Casselberry, FL, 95 Triplet Lake Drive, Casselberry, FL 32707, ( "Customer ") as of the Execution Date. Customer desires to engage SunGard Public Sector to provide Customer with access to and use of certain SunGard Public Sector - provided Software on an application services SunGard Public Sector basis. Accordingly, the parties agree as follows: 1. Defined Terms. "Application(s)" means the software system(s) to which Customer has requested access and paid therefore, listed on Appendix A Schedule A - Order Form, including, but not limited to, all computer programs and related documentation, and any modifications thereto. "Application Services" means the services and Software utilization to be provided to Customer by SunGard Public Sector under this Agreement, as described in Appendix B. "Application Services Term" means the period identified in Section 9 of this agreement as "Term and Termination," and during which Customer will have the right to access the Software. "Appendix" means each schedule that is attached to this Agreement that is marked as an "Appendix." Appendices are lettered sequentially, beginning with "Appendix A" and continuing thereafter. "Concurrent Sessions" means any person accessing SunGard Public Sector's hosted environment. Concurrent Sessions are calculated on the number of User ID's. "Customer Employees" means: (i) Customer's employees with a need to know; and (ii) third party consultants engaged by Customer who have a need to know, who have been pre- approved by SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector - approved non - disclosure agreement. "Commencement Date" is defined in Appendix A, and is the date on which the Term commences and the date upon which Customer will begin to pay Application Services fees to SunGard Public Sector. "Confidential Information" means non - public information of a party to this Agreement, or information not subject to disclosure under Public Records Act. Confidential Information of SunGard Public Sector includes the Software and algorithms, methods, techniques and processes revealed by the Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regularly discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non- disclosure obligation. "Disclosing Party" means the party providing its Confidential Information to the Receiving Party. "Documented Defect" means a material deviation between the General Release Module and its documentation, for which Documented Defect SunGard Public Sector has confirmed that Customer has given SunGard Public Sector enough information for SunGard Public Sector to replicate the deviation on a computer configuration which is both comparable to the Hardware and is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. "General Release" means the general release version of a Module as updated by Upgrades, but without any other modification whatsoever. JP Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. SunGard Public Sector ASP Agreement City of Casselberry, FL CASS - 110617 -1 ASP OneSolution Rev. 1.01. 10 Page 1 of 13