Software License and Subscription Agreement

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ARTICLE IV TERM 4.1 Term of this Aqreement. This Agreement commences on the Effective Date and shall continue to be in force unless terminated pursuant to its terms ("Term") 4.2 Subscription Term.Subject to the payment of the Subscription Fees, the Term License applicable to the Subscription Software shall commence on the Effective Date, and unless terminated earlier in accordance with this Agreement, shall continue for the initial period set out in the applicable CS Order ("lnitial Subscription Term"). After the lnitial Subscription Term, the Term License shall be automatically renewed for successive one (1) year periods (each a "Renewal Subscription Term") subject to Harris' then-current price structure, unless either party provides written notice to the other party of its intention to not renew within one hundred and twenty (120) days of the end of the then current Subscription Term. The lnitial Subscription Term and any Renewal Subscription Term shall collectively be referred to as the "Subscription Tgrm". 4.3 Perpetual-Use Software Support Term. The Support Services provided in respect of the Perpetual-Use Software ("Perpetual-Use Software Support") shall commence on the Effective Date, and unless terminated earlier in accordance with this Agreement, shall continue for the initial period set out in the applicable CS Order of that same year (the "lnitial Support Term"). After the lnitial Support Term, the Perpetual-Use Software Support shall be automatically renewed for successive one (1) year periods (each a "Renewal Support Term") subject to Harris' then-current price structure, unless either party provides written notice to the other party of its intention to not renew within one hundred and twenty (120) days of the end of the then current Support Term. The lnitial Support Term and any Renewal Support Term shall collectively be referred to as the "Support Term". ARTIGLE V USE RESTRICTIONS, AUTHORIZED USER AGCEPTANCE CRITERIA 5.1 Use Restrictions Organization shall not and shall not permit any other person to access or use the Cayenta Offerings or Documentation except as expressly permitted by this Agreement and, in the case of Third-Party Products, the applicable Third-Party Terms. For purposes of clarity and without limiting the generality of the foregoing, Organization shall not, except as this Agreement expressly permits: (a) either directly or indirectly, and will not permit any Authorized User, to modify or create derivative works of the Cayenta Offerings or Documentation, in whole or in part; (b) give away, rent, lease, lend, sell, re-sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the rights granted under this Agreement to access and use the Cayenta Offerings or the Documentation; (c) remove any proprietary notices from the Cayenta Offerings or Documentation, or use the Cayenta Offerings or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; CONFIDENTIAL Page B of 41 Cayenta Software and Subscription Agreement 2024-01-11