Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 1 of 41 Software License and Subscription Agreement (Perpetual License, Term License) This Software License and Subscription Agreement (the “Agreement”), is entered into on __________________ (the “Effective Date”) by and between Kittitas County ("Organization") and N. Harris Computer Corporation ("Harris"), having the respective principal places of business provided herein. WHEREAS Harris and Organization are parties to the following agreements: (i) License Agreement dated December 10, 2002; (ii) SFG Software License and Support Agreement dated September 1, 1992; and (iii) All amendments, supplements and appendices to (i) and (ii); ((i), (ii) and (iii) collectively the “Original Agreements”). AND WHEREAS Organization wishes to subscribe to certain Software and to maintain its existing perpetual licenses to certain other Software; AND WHEREAS Harris and Organization have agreed to enter into this Agreement for the subscription and licensing of certain Software by Organization; AND WHEREAS Harris and Organization have agreed to terminate the Original Agreements, the terms of which shall be replaced by the terms of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions. The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement: (a) “Affiliates” in reference to Harris, means any other legal entity that: (a) directly or indirectly controls or is controlled by Harris; or (b) is directly or indirectly controlled by a legal entity that also directly or indirectly controls Harris. A legal entity controls another legal entity if that first legal entity has the power to direct or cause the direction of the management of the other legal entity, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. (b) “Annual Subscription Fees” means the recurring annual subscription fees payable to Harris by Organization for the Subscription Software during the Subscription Term, as detailed in a CS Order. (c) “Aggregated Statistics” means data and information related to Organization’s use of the Cayenta Offerings to be used by Harris in an aggregate and anonymized manner, including for the purpose of compiling statistical and performance information related to the provision and operation of the Cayenta Offerings.