Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 38 of 41 APPENDIX B-5 TO SCHEDULE B PASS-THROUGH TERMS – MICROFOCUS “Micro Focus Runtime System” means the Micro Focus ACUCOBL-GT & acu4GL owned by Micro Focus together with all Micro Focus Updates provided by Harris to Customer. “Micro Focus Updates” means a revision of the Micro Focus Runtime System that contains (i) maintenance releases, corrections, minor enhancements, or improvements of the software functionality, usually designated by a change in the number to the right of the decimal point or the addition of a service pack number; (ii) new or improved functionality within the same product line, usually designated by a change in the number to the left of the decimal point. Updates are always on the same platform as the original Micro Focus Runtime System and do not include Micro Focus Upgrades. “Micro Focus Upgrades” means changes in the Micro Focus Runtime System platform (hardware chipset/OS combination) and or major enhancements, or a migration to a successor product. Certain of the required Micro Focus Runtime System license terms are included in the main body of the Agreement. Other required Micro Focus Runtime System terms that are not included in the main body of Agreement are set out below: 1. Customer and its Users may not use the Micro Focus Runtime System except as part of the Cayenta Finance Management System Application Software. 2. Customer and its Users shall not reverse engineer, reverse compile, or disassemble the object code for the Micro Focus Runtime System. 3. Harris may withdraw Customer’s rights to use the Micro Focus Runtime System either on a temporary or permanent basis if Micro Focus withdraws Harris’ and Customer’s rights to use the Micro Focus Runtime System and Customer shall cease all use of the Micro Focus Runtime System within the time period specified in a written notice from Harris to that effect. 4. Subject to the limited rights granted to Customer under Section 4 of the Agreement, all right, title, and interest, including all Intellectual Property Rights, in and to the Micro Focus Runtime System and any derivative works thereof, including code, sequence, logic, structure and screens, and documentation, and in and to any Micro Focus Updates and Micro Focus Upgrades, including concepts and technology inherent in the Micro Focus Runtime System, are, and at all times shall remain, the sole and exclusive property of Micro Focus and its suppliers, if any, whether the Micro Focus Runtime System is separate or combined with any other products, and are copyrighted and licensed, not sold. 5. Customer shall use reasonable efforts to safeguard the Micro Focus Runtime System (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Harris if it becomes aware of any infringement or misappropriation of the Micro Focus Runtime System and shall fully cooperate with Micro Focus, at Micro Focus’ expense, in any legal action taken by Micro Focus to enforce its intellectual property rights. 6. Harris warrants to Customer for a period of ninety (90) days from Completion of Services that the copy of the Micro Focus Runtime System delivered to Customer substantially confirms in all material respects to the Micro Focus documentation provided on the Cayenta customer portal. The warranties set forth in this Section 6 shall not apply if the defects in the Micro Focus Runtime System result from: (a) failure to use the Micro Focus Runtime System in accordance with the Micro Focus documentation provided o n the Cayenta customer portal or this Agreement; (b) the malfunctioning of Customer’s equipment or network; (c) accident, neglect, or abuse; (d) service by any unauthorized person; (e) other software used by Customer and not provided by Harris, or for which the Micro Focus Runtime System is not designed or licensed for such use; (f) Third Party Software that is not embedded with the Software; (g) any other