2.8. ERMUSR 03-15-2016 - Laserfiche WebLink

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1.5.Title To Software:Associate Member acknowledges that NISC and Third Party Vendors retain all right,title and interest in and to the original,and any copies(by whomever produced),of the Software whether or not incorporated in or integrated with any other software or product,and ownership of all Intellectual Property Rights pertaining thereto,shall be and remain the sole property of NISC or the third party vendor,as the case may be. 1.6.Software Installation;Updates:Associate Member shall provide NISC with machine readable data and matching file description for all data files to be included in the conversion.All NISC Software is delivered in electronic form only and is not available through tangible medium.NISC shall make Maintenance Modifications and Enhancements available to Associate Member as the same are generally made available to other similarly situated users of NISC Software. 2.Charges:In consideration of the License and Access granted,the provision of services and hardware(if any),Associate Member agrees to pay the License and Access fees,Monthly Fees,Costs,and charges for hardware(such fees,expenses and charges to be collectively referred to as"Charges"),as set forth in the applicable Ordering Documents between NISC and Associate Member,made a part of this Agreement by reference. The current Hourly Rate and Monthly Fee Rate are set forth in the applicable Ordering Documents. Monthly Fees shall commence upon the applicable Go-Live Date. 3.Payment and Invoicing:NISC shall submit invoices to Associate Member periodically or as services are performed. Associate Member shall make payment to NISC within thirty(30)days after receipt of the invoice submitted by NISC. All Charges shall be due and payable by Associate Member within thirty(30)calendar days after receipt of NISC's invoice. Thereafter,any outstanding balance shall bear interest at the rate of one and one-half percent(1.5%)per month or the maximum rate allowed by law,whichever rate is less.If Associate Member is more than thirty(30)days past due in the payment of Charges incurred pursuant to this Agreement,NISC may,at its sole option,suspend Associate Member's service.Upon the first occurrence of Associate Member being past due,NISC shall give fifteen(15)days'Notice of intent to discontinue service.If Associate Member is more than 60 days past due,NISC may,in its sole discretion,elect to terminate this Agreement.In the event of a dispute regarding an amount due,Associate Member shall pay the undisputed amount to NISC pursuant to the terms of this Agreement and Associate Member shall further notify NISC of the amount(s)in dispute and the basis for the dispute. 4.Term:The term of this Agreement shall commence on the Effective Date and expire ONE(1)year(s)from the Go-Live Date of the last NISC Software to be implemented pursuant to this Agreement("Tenn"). Upon expiration of the initial term, this Agreement shall automatically renew from year-to-year and shall terminate upon one hundred eighty(180)days'Notice by either Party. 5.Early Termination:This Agreement may be terminated prior to expiration of the term described in Section 4 as follows: 5.1.Termination by Associate Member: Associate Member may terminate this Agreement at any time for convenience upon One Hundred Eighty(180)days'Notice to NISC("For Convenience"). In the event that NISC fails,after thirty(30)days'Notice thereof from Associate Member,to perform or observe any of the material covenants,agreements,or other obligations on its part to be performed or observed under this Agreement,then Associate Member may,in its sole discretion,terminate this Agreement("For Cause"). 5.2.Termination by NISC: In the event that Associate Member fails,after forty-five(45)days'Notice thereof from NISC,to perform or observe any of the material covenants,agreements,or other obligations on its part to be performed or observed under this Agreement,including but not limited to failure to make payment of any undisputed amount due,then NISC may,in its sole discretion,immediately suspend access to Software and Support Services and terminate this Agreement("For Cause"). 5.3.Termination by Any Party:Any Party may immediately terminate this Agreement if the other Party: 5.3.1.Experiences a Change in Control,or a Change in Control is imminent(The right to terminate under this subsection may be exercised upon thirty(30)day written Notice given at any time within one year after the occurrence of the Change in Control);or Page 2 0 2014.2015 NISC.All Rights Reserved CONFIDENTIAL 25203 SSA-NISC-Elk River Municipal Utilities-v2-nisc(2).docx 149