provided that CUSTOMER
gives advance notice in writing to CONSULTANT of the change.
c. The CUSTOMER assumes responsibility for, and shall pay all costs associated
with, hardware procurement, installation, maintenance, and support.
5.
SOFTWARE LICENSE PROVISIONS:
a.
CONSULTANT hereby grants to the CUSTOMER a non-exclusive, non-transferable right
to use one production copy of the SOFTWARE, subject to the terms and conditions
of this LICENSE AGREEMENT.
b.
CUSTOMER'S use of SOFTWARE is limited to the computer installation listed in
EXHIBIT E. However, CUSTOMER may use the SOFTWARE temporarily on another
computer if necessary for disaster recovery, provided that upon completion of
disaster recovery, and thereafter, the use of the SOFTWARE is limited as above.
CUSTOMER may use the SOFTWARE on one additional computer installation to perform
system tests and development in accordance with the provisions of this
AGREEMENT, provided that said additional computers may not be used for any other
purpose, such as, but not limited to, business applications and other
applications intended to be for business use.
c.
The use of SOFTWARE is limited to CUSTOMER'S personnel and CUSTOMER'S hardware
to prepare data and reports for CUSTOMER and for affiliated and related
organizations. In no case shall SOFTWARE be used by unaffiliated third parties,
nor may CUSTOMER use SOFTWARE to process data for unaffiliated third parties.
Unaffiliated third parties are any company not in a contractual relationship
with CUSTOMER for the administration of their business or for providing
consulting or administrative support for CUSTOMER.
CUSTOMER may not release any
portion of SOFTWARE or related documentation to third parties. This restriction
shall not apply to CUSTOMER'S allowing use of the SOFTWARE by its own third
party consultants, for consultation purposes related to CUSTOMER'S business
only, provided that any such consultants must first execute a non-disclosure
agreement in the form provided by CONSULTANT.
d.
CUSTOMER may continue to use SOFTWARE perpetually, provided that CUSTOMER
complies with all its written agreements with CONSULTANT concerning the
SOFTWARE.
e.
All ownership rights to SOFTWARE are retained by CONSULTANT. CUSTOMER shall have
no ownership rights in said SOFTWARE. CONSULTANT warrants and represents that it
owns the rights to FIMMAS software.
f.
CUSTOMER hereby acknowledges that similar software may be licensed by CONSULTANT
to other customers.
g.
CUSTOMER shall not make copies of SOFTWARE except as permitted under the terms
of this LICENSE AGREEMENT or for ordinary and necessary backup or archival
purposes. CUSTOMER agrees to include CONSULTANT'S proprietary legend on all
copies of the SOFTWARE made by CUSTOMER.
h.
The CUSTOMER acknowledges that CONSULTANT owns the rights to all copyrights,
patent and trademark interests for the SOFTWARE. CUSTOMER acknowledges and
represents that it has not, and will not acquire or claim, any copyright, patent
or trademark interest in the SOFTWARE or any other ownership interest (including
any accompanying documentation) which would result in any infringement upon the
SOFTWARE owner's copyright protection. CUSTOMER may not remove from any copies
of SOFTWARE any statements appearing therein concerning copyrights and
proprietary rights. The CUSTOMER further agrees to take such