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<br />
<br />Verity Master Agreement _12052016fWA2 5
<br />7. PROPRIETARY RIGHTS
<br />7.1. Reservation of Rights. Customer acknowledges and agrees that the design of the Products, and any and all related patents,
<br />copyrights, trademarks, service marks, trade names, documents, logos, software, microcode, firmware, information, ideas,
<br />concepts, know-how, data processing techniques, documentation, diagrams, schematics, equipment architecture, improvements,
<br />code, updates, trade secrets and material are the property of Hart and its licensors. Customer agrees that the sale of the
<br />Hardware and license of the Software does not, other than as expressly set forth herein, grant to or vest in Customer any rig ht,
<br />title, or interest in such proprietary property. All patents, trademarks, copyrights, trade secrets, and other intellectual property
<br />rights, whether now owned or acquired by Hart with respect to the Products, are the sole and absolute property of Hart and it s
<br />licensors. Customer shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering,
<br />disassembly, or de-compilation of any Product(s), or copy, reproduce, modify, sell, license, or otherwise transfer any rights in any
<br />proprietary property of Hart. Further Customer shall not remove any trademark, copyright, or other proprietary or restrictive
<br />notices contained on any Hart user documentation, operator’s manuals, and environmental specifications, and all copies will
<br />contain such notices as are on the original electronic media. Intellectual Properties. All ideas, concepts, know-how, data
<br />processing techniques, documentation, diagrams, schematics, firmware, equipment architecture, software, improvements, code,
<br />updates, and trade secrets developed by Hart personnel (alone or jointly with others, including Customer) in connection with
<br />Confidential Information, Verity system, and Hart Proprietary Software will be the exclusive property of Hart.
<br />7.2. Customer Suggestions and Recommendations. Customer may propose, suggest, or recommend changes to the Products at
<br />any time. Such proposals, suggestions, or recommendations will become Hart’s property and are hereby assigned to Hart. Hart
<br />may include any such proposals, suggestions, or recommendations, solely at Hart ’s option, in subsequent periodic Product
<br />updates, without restriction or obligation . Hart is under no obligation to change, alter, or otherwise revise the Products according
<br />to Customer’s proposals, suggestions, or recommendations.
<br />7.3. License Back If Customer possesses or comes to possess a licensable or sub-licensable interest in any issued patent with
<br />claims that read upon the Verity system, its method of operation, or any component thereof, Customer hereby grants and
<br />promises to grant a perpetual, irrevocable, royalty-free, paid-up license, with right to sublicense, of such interest to Hart
<br />permitting Hart to make, have made, use, and sell materials or services within the scope of the patent claims .
<br />8. SOFTWARE SUPPORT SERVICES
<br />8.1. Description of Software Support Services. Subject to the terms and conditions of this Agreement and for so long as
<br />Customer has the requisite number of License and Support Subscriptions in effect, Hart will provide Customer the Software
<br />Support Services described below. Software Support Services under this Section do not cover any of the exclusions from
<br />warranty and support coverage as described under Section 9. If Hart, in its discretion, provides Software Support Services in
<br />addition to the services described under this Section, Customer will pay Hart for such services on a time-and-materials basis at
<br />Hart’s then-prevailing rates, plus expenses, and for replacements at Hart’s list prices, unless otherwise agreed in writing by Hart
<br />and Customer.
<br />8.1.1. Software Support Services. Software Support Services will consist of assisting the Customer in the use of software for
<br />purposes of election administration, including functions related to pre -election and post-election testing and general operation
<br />of the Verity system. Assistance is available via phone and email through the Hart Customer Support Center. See Exhibit B
<br />for Hart Customer Support contact information and hours.
<br />Software Support Services may consist of periodic updates to Hart Proprietary Software, at Hart’s discretion. Because not all
<br />errors or defects can or need to be corrected, Hart does not warrant that all errors or defects will be corrected. Software errors
<br />or defects must be reported in writing and be accompanied with sufficient detail to enable Hart staff to reproduce the error and
<br />provide a remedy or suitable corrective action. The exclusions from warranty coverage under Section 9.5 also are exclusions
<br />from Software Support Services under this Section. There may be consumable, shipping and on-site service charges for
<br />update releases of software and there may be feature charges for update or enhancement releases of software.
<br />9. WARRANTY AND EXTENDED WARRRANTY
<br />9.1. Certification. Where applicable, Verity system components that require certification will meet the certification requirements in
<br />place on the effective date of the Master Agreement.
<br />9.2. Hart Hardware Limited Warranty. Hart warrants that during the warranty period, the Hart Hardware purchased by Customer
<br />will be free from defects in materials and workmanship and will substantially conform to the performance specifications state d in
<br />the Verity Operator’s Manuals for the Hart Hardware applicable at the time of the installation of the Hardware. The warranty
<br />period for new Hart Hardware (other than Consumables) is one (1) year, beginning ten (10) days after the shipping date. The
<br />warranty period for used and/or refurbished hardware is ninety (90) days, beginning ten (10) days after the shipping date.
<br />Consumables are warranted only to be free from manufacturing defects for a period ninety (90) days, beginning ten (10) days
<br />after the shipping date. Hart will, at Hart’s sole discretion, replace or repair any Hart Hardware that does not comply with this
<br />warranty, at no additional charge to Customer. To request warranty service, Customer must contact Hart in writing within the
<br />warranty period. Hart may elect to conduct any repairs at Customer’s site, Hart’s facility, or any other location specified by Hart.
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