Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 33 of 41 APPENDIX B-1 TO SCHEDULE B PASS-THROUGH TERMS - ROCKET® UNIFACE Organization acknowledges and understand that components of the Cayenta Offerings are licensed to Organization acknowledges and understand that components of the Cayenta Cloud Services are licensed to Cayenta by Rocket Software B.V. (“Rocket”). Certain of the required Rocket license terms are included in the main body of this Agreement. Other required Rocket terms that are not included in the main body of this Agreement are set out below. Accordingly, Organization agrees to be bound by and comply with the following additional provisions related to the Rocket® Uniface software product (the “UNIFACE Software”): (a) Organization consents to the sharing of Organization’s name and address, as well as a description of Organization’s infrastructure (i.e. platforms, databases etc.) with Rocket. (b) Organization will not adapt, modify, reverse assemble, reverse compile, translate, decompile, disassemble or create derivative works of the UNIFACE Software. (c) Organization may not use the UNIFACE Software to offer data processing services to third parties, including but not limited to timesharing, facilities management, outsourcing or service bureau use, or other third-party commercial purpose or gain. (d) Organization will not sublicense, distribute, rent, lease, or otherwise assign or transfer this Agreement or the UNIFACE Software. Variance with these terms will result in the automatic termination of Organization’s license. (e) Rocket regards the UNIFACE Software as proprietary information and as trade secrets. Organization agrees to hold such proprietary information or trade secrets in strictest confidence, not to disclose it to any third party and to exercise the same degree of care (but no less than reasonable care) to safeguard the confidentiality of such information as Organization would exercise to safeguard its own proprietary information of a similar nature. (f) Organization agrees that Rocket shall have the right, as an intended third-party beneficiary of this Agreement, to rely upon and directly enforce the terms set forth in this Agreement. (g) At Rocket’s or Harris’ request, Organization shall promptly furnish Rocket or Harris, as applicable, with written certification verifying that the UNIFACE Software is being used in accordance with Agreement, including the number of users and the location, platform (whether on a hyper-converged infrastructure, storage area network (SAN) or other similar platform), Disaster Recovery System on which the UNIFACE Software is installed. Organization shall give Rocket reasonable access to Organization’s records and systems to verify that the UNIFACE Software is being used pursuant to this Agreement. If the actual number of users exceeds the actual number of licensed users of the UNIFACE Software or the UNIFACE Software has been installed on unlicensed computers or platforms, Harris may, at its option, terminate the rights of Organization to use the UNIFACE Software. (h) Harris warrants to Organization for a period of ninety (90) days from Completion of Services that the UNIFACE Software delivered to Organization by Harris will operate on the Designated Computer System in substantial accordance with the specifications for the UNIFACE SOFTWARE provided by Harris on the Harris-Organization portal. Rocket and Harris make no warranty that operation of the UNIFACE Software will be uninterrupted or error-free. Rocket makes no warranty that the UNIFACE software will be compatible with and/or work in conjunction with the Software or any other software or hardware. Harris makes no warranty that