Document Sample
					                CUSTOMER NO. ____________________; CONTRACT NO. ___________


                                           SunGard Public Sector Inc.
                                              a Florida corporation

                                           with a business address at:

                                           3 West Broad Street, Suite 1
                                              Bethlehem, PA 18018
                                             Phone #: (610) 691-3616
                                              Fax #: (610) 691-1031

                                            ("SunGard Public Sector")


                                     [Insert client name and address here]

                                (for purposes of this Agreement, "Customer")

By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer,
intending to be legally bound, agree to all of the provisions of this Agreement and all Appendices,
Supplements, Schedules, Appendices, and/or Addenda to this Agreement.

The terms and conditions contained in this Agreement, including prices, will be honored as set forth
herein, provided the Agreement is fully executed and delivered by ___________.

Customer                                                 SunGard Public Sector

BY:                    DRAFT                             BY:                 DRAFT

PRINT NAME:                                              PRINT NAME:___________      __

PRINT TITLE:                                             PRINT TITLE:

DATE SIGNED:                                             DATE SIGNED:

                                                    Page 1 of 8
 SPS PLUS License DRAFT SAMPLE 2/10/2009
T    HIS AGREEMENT is made between SunGard Public Sector Inc. and Customer as of the Execution

Date. The parties agree as follows:

1. Definitions.                                            first ships the Component System to the Delivery
                                                           Address F.O.B. SunGard Public Sector’s place of
       “Exhibit 1” means, collectively: (i) The            shipment.
schedule attached to this Agreement which is
marked as “Exhibit 1,” including all attached                    “Discloser” means the party providing its
Software Supplements; and (ii) any schedule also           Confidential Information to the Recipient.
marked as “Exhibit 1” (also including any attached
Software Supplements) that is attached to any                    “Defect” means a material deviation
amendment to this Agreement. Other appendices              between the Baseline Component System and its
to this Agreement are numbered sequentially and            Documentation, for which Defect Customer has
are also “Appendices.”                                     given SunGard Public Sector enough information
                                                           to enable SunGard Public Sector to replicate the
      “Baseline” means the general release                 deviation on a computer configuration that is both
version of a Component System as updated to the            comparable to the Equipment and that is under
particular time in question through both SunGard           SunGard Public Sector’s control.
Public Sector’s warranty services and SunGard
Public Sector’s Maintenance Program, but without                 “Documentation” means the on-line and
any other modification whatsoever.                         hard copy functional and technical specifications
                                                           that SunGard Public Sector provides for a
       “Component System” means any one of the             Baseline Component System, and that describe
computer software programs which is identified in          the functional and technical capabilities of the
Exhibit 1 as a Component System, including all             Baseline Component System in question.
copies of Source Code, Object Code and all
related specifications, Documentation, technical                “Execution Date” means the latest date
information, and all corrections, modifications,           shown on the signature page of this Agreement.
additions, improvements and enhancements to
and all Intellectual Property Rights for such                    “Equipment” means a hardware and
Component System.                                          systems software configuration meeting the
                                                           “Equipment” criteria set forth in Exhibit 1.
        “Confidential Information” means non-public
information of a party to this Agreement.
Confidential Information of SunGard Public Sector                “Intellectual Property Rights” means all
includes the Software, all software provided with          patents, patent rights, patent applications,
the Software, and algorithms, methods,                     copyrights, copyright registrations, trade secrets,
techniques and processes revealed by the Source            trademarks and service marks and Confidential
Code of the Software and any software provided             Information.
with the Software. Confidential Information does
not include information that: (i) is or becomes                   “Software” means the Component Systems
known to the public without fault or breach of the         listed in Exhibit 1.
Recipient; (ii) the Discloser regularly discloses to
third parties without restriction on disclosure; or                “Customer Employees” means:           (i)
(iii) the Recipient obtains from a third party without     Customer’s employees with a need to know; and
restriction on disclosure and without breach of a          (ii) third party consultants engaged by Customer
non-disclosure obligation.                                 who have a need to know, who have been pre-
                                                           approved by SunGard Public Sector, and who,
      “Delivery Address” means the Customer                prior to obtaining access to the Software, have
shipping address set forth in Exhibit 1 as the             executed a SunGard Public Sector-approved non-
Delivery Address.                                          disclosure agreement.

     “Delivery Date” means, for each Component                  “Object Code” means computer programs
System, the date on which SunGard Public Sector            assembled, compiled, or converted to magnetic or

                                                    Page 2 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
electronic binary form on software media, which          Execution Date, approximately $700 per year).
are readable and usable by computer equipment.           SunGard Public Sector will provide Licensee with
                                                         a copy of the Preferred Beneficiary Acceptance
      “Recipient” means the party receiving              Form at Licensee’s request.
Confidential Information of the Discloser.
                                                               (b) Object Code. Customer has right to use
      “Software Supplement” means, with respect          the Software in Object Code form. Customer also
to a Component System, the addendum provided             has the right to use the Software in Object Code
as part of Exhibit 1 that contains additional terms,     form temporarily on another SunGard Public
conditions, limitations and/or other information         Sector-supported configuration, for disaster
pertaining to that Component System. If any              recovery of Customer’s computer operations.
terms of a Software Supplement conflicts with any
other terms of this Agreement, the terms of the                 (c) Documentation. Except as otherwise
Software Supplement will control.                        provided for in the applicable Software
                                                         Supplement, Customer can make a reasonable
       “Source Code” means computer programs             number of copies of the Documentation for each
written in higher-level programming languages,           Component System for its use in accordance with
sometimes accompanied by English language                the terms of this Agreement.
comments and other programmer documentation.
                                                                (d) Restrictions on Use of the Software.
2. Right to Grant License and Ownership.                 Customer is prohibited from causing or permitting
SunGard Public Sector has the right to grant             the reverse engineering, disassembly or
Customer this license to use the Software.               decompilation of the Software.         Customer is
Except as otherwise indicated in a Software              prohibited from using the Software to provide
Supplement, SunGard Public Sector owns the               service bureau data processing services or to
Software.                                                otherwise provide data processing services to
                                                         third parties. Customer will not allow the Software
3. License. Subject to the terms and conditions          to be used by, or disclose all or any part of the
of this Agreement, SunGard Public Sector grants          Software to, any person except Customer
Customer a perpetual, non-exclusive, non-                Employees.       Without limiting the foregoing,
transferable license to use and copy for use the         Customer is permitted to allow use of the input
Software on the Equipment within the United              and/or output visual displays of or from the
States of America for Customer’s own, non-               Software by third parties on a “need to know”
commercial computing operations. Any rights not          basis (as reasonably determined by Licensee),
expressly granted in this Agreement are expressly        and such use will not be deemed a non-permitted
reserved.                                                disclosure of the Software. Customer will not
                                                         allow the Software, in whole or in part, to be
      (a) Source Code. SunGard Public Sector             exported outside of the United States of America,
has placed the Source Code for those SunGard             in any manner or by any means, without in each
Public Sector-proprietary (as opposed to third           instance obtaining SunGard Public Sector’s prior
party-owned) Component Systems identified in             written consent and, if required, a validated export
Exhibit 1 in escrow with Iron Mountain Intellectual      license from the Office of Export Administration
Property Management (“Iron Mountain”, formerly           within the U.S. Department of Commerce and
“DSI Technology Escrow Services Inc.” or “DSI”)          such      other    appropriate     United     States
pursuant to a Source Code Escrow Agreement               governmental authorities.
between Iron Mountain and SunGard Public
Sector (“Escrow Agreement”). SunGard Public                    (e) Intellectual Property Rights Notices.
Sector updates such Source Code escrow                   Customer is prohibited from removing or altering
deposits at least one a calendar year. Such              any of the Intellectual Property Rights notice(s)
Source Code will only be made available on the           embedded in or that SunGard Public Sector
release terms of the Escrow Agreement, and only          otherwise provides with the Software. Customer
to those SunGard Public Sector licensees that            must reproduce the unaltered Intellectual Property
have elected to be named “Preferred                      Rights notice(s) in any full or partial copies that
Beneficiaries” under the Escrow Agreement by             Customer makes of the Software.
executing a Preferred Beneficiary Acceptance
Form and paying Iron Mountain the beneficiary              4. Services.
fee specified by Iron Mountain (as of the

                                                  Page 3 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
       (a) Generally. SunGard Public Sector will                   (i)      License Fees. Fees for the
provide Customer with the information services             Software will be due to SunGard Public Sector as
identified in Exhibit 1, for the fees provided in          provided for in Exhibit 1.
Exhibit 1.
                                                                   (ii)      Professional    Services    Fees.
      (b) Additional Services. SunGard Public              Except as otherwise provided in Exhibit 1, fees for
Sector can also provide Customer with additional           professional services will be invoiced on a
information services, at SunGard Public Sector’s           monthly basis in arrears and will be due within
then-current rates, or at such other rates as are          thirty (30) days from the date of invoice.
agreed to by the parties in an amendment to this           Customer will reimburse SunGard Public Sector
Agreement.                                                 for actual travel and living expenses that SunGard
                                                           Public Sector incurs in providing Customer with
        (c) Workmanlike Skills. SunGard Public             services under this Agreement. Such travel and
Sector will render all services under this                 living expenses will be governed by SunGard
Agreement in a professional and workmanlike                Public Sector’s Corporate Travel and Expense
manner. SunGard Public Sector will promptly                Reimbursement Policy and will be invoiced on a
replace any SunGard Public Sector personnel that           monthly basis in arrears and due within thirty (30)
are rendering services on-site at a Customer               days from the date of invoice.
facility if Customer reasonably considers the
personnel to be unacceptable and provides                          (iii)     Late Charge. SunGard Public
SunGard Public Sector with notice to that effect,          Sector will have the right to charge a late fee to
provided that such replacement does not violate            the extent that payment is received later than
any law or governmental regulation applicable to           thirty (30) days from the date of invoice. Late fees
such personnel replacement.                                will be calculated based on a per annum rate
                                                           equal to the lesser of: (i) the prime lending rate
       (d) Conditions On Providing Services. In            established from time to time by Citizens Bank,
each instance in which SunGard Public Sector is            Philadelphia, Pennsylvania plus three percent
providing Customer with services, SunGard Public           (3%); and (ii) the highest rate permitted by
Sector and Customer will develop a project plan            applicable law, and will be payable to SunGard
that identifies each party’s responsibilities for such     Public Sector on demand.
services. The project plan will describe in detail
the tentative schedule and the scope of services                 (b) Taxes. Customer is responsible for
that SunGard Public Sector will provide.                   paying all taxes (except for taxes based on
Customer will establish the overall project                SunGard Public Sector’s net income or capital
direction, including assigning and managing the            stock) relating to this Agreement, the Software,
Customer’s project personnel team. Customer                any services provided or payments made under
must assign a project manager who will assume              this Agreement. Applicable tax amounts (if any)
responsibility for management of the project.              are NOT included in the fees set forth in this
Customer must ensure that the Equipment is                 Agreement. If Customer is exempt from the
operational, accessible and supported at the               payment of any such taxes, Customer must
times agreed to by the parties in the project plan.        provide SunGard Public Sector with a valid tax
While SunGard Public Sector is providing such              exemption certificate; otherwise, absent proof of
services, Customer must provide SunGard Public             Customer’s direct payment of such tax amounts to
Sector with such facilities, equipment and support         the applicable taxing authority, SunGard Public
as are reasonably necessary for SunGard Public             Sector will invoice Customer for and Customer will
Sector to perform its obligations, including remote        pay to SunGard Public Sector all such tax
access to the Equipment.                                   amounts.

5. Delivery. Except as otherwise provide in                7. Limited Warranty, Disclaimer of Warranty
Exhibit 1, SunGard Public Sector will deliver all          and Election of Remedies.
Component Systems to Customer at the Delivery
Address.                                                         (a) Limited Software Warranty by SunGard
                                                           Public Sector and Remedy For Breach. For each
6. Payment and Taxes.                                      Component System, SunGard Public Sector
                                                           warrants to Customer that, for a period of twelve
      (a) Payment.                                         (12) months after the Delivery Date, the Baseline
                                                           Component System, as used by Customer on the

                                                    Page 4 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
Equipment for its own, non-commercial computing           problem for use in the Baseline Component
operations, will operate without Defects. For each        System as though the reported problem were a
Defect, SunGard Public Sector, as soon as                 Defect.
reasonably practicable and at its own expense,
will provide Customer with an avoidance                        (d) FAILURE OF ESSENTIAL PURPOSE.
procedure for or a correction of the Defect. If,          THE PARTIES HAVE AGREED THAT THE
despite its reasonable efforts, SunGard Public            LIMITATIONS SPECIFIED IN SECTIONS 7 AND
Sector is unable to provide Customer with an              16 WILL SURVIVE AND APPLY EVEN IF ANY
avoidance procedure for or a correction of a              LIMITED REMEDY SPECIFIED IN THIS
Defect, then, subject to the limitations set forth in     AGREEMENT IS FOUND TO HAVE FAILED OF
Section 16 of this Agreement, Customer may                ITS     ESSENTIAL     PURPOSE,      AND
pursue its remedy at law to recover direct                REGARDLESS OF WHETHER CUSTOMER
damages resulting from the breach of this limited         HAS ACCEPTED ANY SOFTWARE OR
warranty. These remedies are exclusive and are            SERVICE UNDER THIS AGREEMENT.
in lieu of all other remedies, and SunGard Public
Sector’s sole obligations for breach of this limited      8.     Confidential Information.         Except as
warranty are contained in this Section 7(a).              otherwise permitted under this Agreement, the
                                                          Recipient will not knowingly disclose to any third
      (b) Disclaimer of Warranty. The limited             party, or make any use of the Discloser’s
warranty in Section 7(a) is made to Customer              Confidential Information. The Recipient will use at
exclusively and is in lieu of all other warranties.       least the same standard of care to maintain the
SUNGARD PUBLIC SECTOR MAKES NO                            confidentiality of the Discloser’s Confidential
OTHER        WARRANTIES           WHATSOEVER,             Information that it uses to maintain the
EXPRESS OR IMPLIED, WITH REGARD TO                        confidentiality of its own Confidential Information
ANY SERVICES PROVIDED UNDER THIS                          of equal importance. Except in connection with
AGREEMENT AND/OR THE SOFTWARE, IN                         the Software and any software provided with the
WHOLE OR IN PART. SUNGARD PUBLIC                          Software, the non-disclosure and non-use
SECTOR       EXPLICITLY       DISCLAIMS       ALL         obligations of this Agreement will remain in full
WARRANTIES OF MERCHANTABILITY AND                         force with respect to each item of Confidential
OF FITNESS FOR A PARTICULAR PURPOSE.                      Information for a period of ten (10) years after
SUNGARD PUBLIC SECTOR EXPRESSLY                           Recipient’s receipt of that item.          However,
DOES NOT WARRANT THAT THE SOFTWARE,                       Customer’s obligations to maintain both the
IN WHOLE OR IN PART, WILL BE ERROR                        Software and any software provided with the
FREE,       WILL        OPERATE         WITHOUT           Software as confidential will survive in perpetuity.
WITH ANY HARDWARE OR SOFTWARE                             9. Indemnity by SunGard Public Sector.
OTHER THAN THE EQUIPMENT. CUSTOMER                        SunGard Public Sector will defend, indemnify and
WAIVES ANY CLAIM THAT THE LIMITED                         hold Customer harmless from and against any
WARRANTY SET FORTH IN SECTION 7(A) OR                     loss, cost and expense that Customer incurs
THE REMEDY FOR BREACH OF SUCH                             because of a claim that use of a Baseline
LIMITED      WARRANTY         FAILS     OF     ITS        Component System infringes any United States
ESSENTIAL PURPOSE.                                        copyright of others. SunGard Public Sector’s
                                                          obligations under this indemnification are
       (c) Abrogation of Limited Warranty. The            expressly conditioned on the following:         (i)
limited warranty in Section 7(a) will be null and         Customer must promptly notify SunGard Public
void if: (i) anyone (including Customer) other than       Sector of any such claim; (ii) Customer must in
SunGard Public Sector modifies the Baseline               writing grant SunGard Public Sector sole control
Component System; or (ii) Customer does not               of the defense of any such claim and of all
implement changes that SunGard Public Sector              negotiations for its settlement or compromise (if
provides to correct or improve the Baseline               Customer chooses to represent its own interests
Component System. If despite any modification of          in any such action, Customer may do so at its
the Component System, SunGard Public Sector               own expense, but such representation must not
can replicate the reported problem in the Baseline        prejudice SunGard Public Sector’s right to control
Component System as if the problem were a                 the defense of the claim and negotiate its
Defect, then SunGard Public Sector will                   settlement or compromise); (iii) Customer must
nonetheless provide Customer with an avoidance            cooperate with SunGard Public Sector to facilitate
procedure for or a correction of that reported            the settlement or defense of the claim; (iv) the

                                                   Page 5 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
claim must not arise from modifications or (with          Public Sector in writing, over the signature of a
the express exception of the other Component              duly authorized representative of Customer, that it
Systems and third party hardware and software             has done so.
specified by SunGard Public Sector in writing as
necessary for use with the Software) from the use                (c) Survival of Obligations. All obligations
or combination of products provided by SunGard            relating to non-use and non-disclosure of
Public Sector with items provided by Customer or          Confidential Information and indemnity will survive
others. If any Component System is, or in                 termination of this Agreement.
SunGard Public Sector’s opinion is likely to
become, the subject of a United States copyright                (d) Termination Without Prejudice to Other
infringement claim, then SunGard Public Sector,           Rights and Remedies.        Termination of this
at its sole option and expense, will either: (A)          Agreement will be without prejudice to the
obtain for Customer the right to continue using the       terminating party’s other rights and remedies
Component System under the terms of this                  pursuant to this Agreement.
Agreement; (B) replace the Component System
with products that are substantially equivalent in        11.      Notices.       All notices and other
function, or modify the Component System so that          communications required or permitted under this
it becomes non-infringing and substantially               Agreement must be in writing and will be deemed
equivalent in function; or (C) refund to Customer         given when: Delivered personally; sent by United
the portion of the license fee paid to SunGard            States registered or certified mail, return receipt
Public Sector for the Component System(s) giving          requested; transmitted by facsimile confirmed by
rise to the infringement claim, less a charge for         United States first class mail; or sent by overnight
use by Customer based on straight line                    courier. Notices must be sent to a party at its
depreciation assuming a useful life of five (5)           address shown on the first page of this
years. THE FOREGOING IS SUNGARD PUBLIC                    Agreement, or to such other place as the party
SECTOR’S EXCLUSIVE OBLIGATION WITH                        may subsequently designate for its receipt of
RESPECT          TO      INFRINGEMENT           OF        notices.
                                                          12. Force Majeure. Neither party will be liable to
10. Term and Termination.                                 the other for any failure or delay in performance
                                                          under this Agreement due to circumstances
       (a) Right of Termination. A party has the          beyond its reasonable control, including Acts of
right to terminate this Agreement if the other party      God, acts of war, accident, labor disruption, acts,
breaches a material provision of this Agreement.          omissions and defaults of third parties and official,
Either party has the right to terminate this              governmental and judicial action not the fault of
Agreement at any time while an event or condition         the party failing or delaying in performance.
giving rise to the right of termination exists. To
terminate this Agreement, the party seeking               13. Assignment. Neither party may assign any
termination must give the other party notice that         of its rights or obligations under this Agreement,
describes the event or condition of termination in        and any attempt at such assignment will be void
reasonable detail. From the date of its receipt of        without the prior written consent of the other party.
that notice, the other party will have thirty (30)        For purposes of this Agreement, “assignment” will
days to cure the breach to the reasonable                 include use of the Software for benefit of any third
satisfaction of the party desiring termination. If        party to a merger, acquisition and/or other
the event or condition giving rise to the right of        consolidation by, with or of Customer, including
termination is not cured within that period, this         any new or surviving entity that results from such
Agreement will automatically be deemed                    merger, acquisition and/or other consolidation.
terminated at the end of that period. However,            However, the following will not be considered
notice to SunGard Public Sector of a suspected            “assignments” for purposes of this Agreement:
Defect will not constitute a notice of termination of     SunGard Public Sector’s assignment of this
this Agreement.                                           Agreement or of any SunGard Public Sector rights
                                                          under this Agreement to SunGard Public Sector’s
       (b) Effect of Termination. Upon termination        successor by merger or consolidation or to any
of this Agreement by either party, Customer will          person or entity that acquires all or substantially
promptly return to SunGard Public Sector or (at           all of its capital stock or assets; and SunGard
SunGard Public Sector’s request) will destroy all         Public Sector’s assignment of this Agreement to
copies of the Software, and will certify to SunGard

                                                   Page 6 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
any person or entity to which SunGard Public             FORTH HEREIN FAILS OF ITS ESSENTIAL
Sector transfers any of its rights in the Software.      PURPOSE OR OTHERWISE, IN NO EVENT
                                                         WILL SUNGARD PUBLIC SECTOR BE LIABLE
14. No Waiver. A party’s failure to enforce its          TO   CUSTOMER   FOR    ANY    SPECIAL,
rights with respect to any single or continuing          INCIDENTAL,   OR      CONSEQUENTIAL
breach of this Agreement will not act as a waiver        DAMAGES, WHETHER BASED ON BREACH
of the right of that party to later enforce any such     OF    CONTRACT,   TORT     (INCLUDING
rights or to enforce any other or any subsequent         NEGLIGENCE), PRODUCT LIABILITY, OR
breach.                                                  OTHERWISE, AND WHETHER OR NOT
                                                         SUNGARD PUBLIC SECTOR HAS BEEN
15.    Choice of Law; Severability.             This     ADVISED OF THE POSSIBILITY OF SUCH
Agreement will be governed by and construed              DAMAGE.
under the laws of the State of Florida, without
reference to the choice of laws provisions thereof.           (c)  BASIS  OF    THE   BARGAIN.
If any provision of this Agreement is illegal or         CUSTOMER      ACKNOWLEDGES      THAT
unenforceable, it will be deemed stricken from the       SUNGARD PUBLIC SECTOR HAS SET ITS
Agreement and the remaining provisions of the            FEES AND ENTERED INTO THIS AGREEMENT
Agreement will remain in full force and effect.          IN RELIANCE UPON THE LIMITATIONS OF
                                                         LIABILITY AND THE DISCLAIMERS OF
                                                         THIS AGREEMENT, AND THAT THE SAME
THE SOFTWARE, ANY SERVICES, THIS                         17. Entire Agreement. This Agreement contains
LICENSE OR ANY OTHER MATTER RELATING                     the entire understanding of the parties with
TO THIS AGREEMENT WILL NOT EXCEED                        respect to its subject matter, and supersedes and
THE FEE THAT CUSTOMER ACTUALLY PAID                      extinguishes all prior oral and written
TO SUNGARD PUBLIC SECTOR (OR, IF NO                      communications between the parties about its
DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1,                 subject matter. Any purchase order or similar
THE FEE REASONABLY ASCRIBED BY                           document which may be issued by Customer in
SUNGARD PUBLIC SECTOR) FOR THE                           connection with this Agreement does not modify
COMPONENT SYSTEM OR SERVICES GIVING                      this Agreement.        No modification of this
RISE TO THE LIABILITY.                                   Agreement will be effective unless it is in writing,
                                                         is signed by each party, and expressly provides
    (b) EXCLUSION   OF   DAMAGES.                        that it amends this Agreement.

                                                  Page 7 of 8
  SPS PLUS License DRAFT SAMPLE 2/10/2009
                                                              COGNOS SOFTWARE SUPPLEMENT

  1. Additional Definitions. “Cognos Component Systems” means any of the software provided to
     SunGard Public Sector by Cognos Corporation (“Cognos”) and identified under the name
     "Cognos" in Exhibit 1.

  2. Ownership. Cognos owns the Cognos Component Systems.

  3. Restrictions on Use of Cognos Component Systems. Customer’s use of the Cognos Component
     System(s) is subject to the following additional terms and conditions:

          (a) Customer has the right to use the Cognos Component System(s) only in Object Code
      form, and only with the SunGard Public Sector Licensed Software.

         (b) Customer acknowledges that the Cognos Component System(s) are proprietary to
      Cognos and are supplied by SunGard Public Sector under license from Cognos. Title to the
      Cognos Component System(s) shall at all times remain vested in Cognos or its designated
      successor. Except for the right of use that is expressly provided to Customer under the
      Agreement, no right, title or interest in or to the Cognos Component System(s) is granted to

           (c) Customer agrees that Cognos shall not be liable for any damages, whether direct,
      indirect, incidental, special, or consequential, arising from the Customer’s use of the Cognos
      Component System(s) or related materials;

         (d) Customer acknowledges and agrees that Cognos is a third party beneficiary of this

          (e) Customer acknowledges and understands that the Cognos Component System(s) may
      only be used by the number of users for the specific functions for which the license has been
      granted, as otherwise specified in Exhibit 1; and

           (f) Customer acknowledges and understands that it is licensing the Cognos Component
      System(s) on a “restricted use” basis. “Restricted use” means the use of the Cognos Component
      System(s) only with the following Component Systems, to the extent licensed as set forth in
      Exhibit 1: SunGard Public Sector eSchoolPLUS software applications. Such restricted use shall
      include Customer’s right to extract, analyze, and report data from disparate systems, provided
      that such data is extracted, analyzed and reported by the eSchoolPLUS software applications
      system(s) set forth in Exhibit 1.

          (g) In lieu of the warranty provided in Section 7 of the Agreement, Customer shall be
      provided with the limited, thirty (30) day warranty from Cognos as set forth below. Cognos
      warrants to Customer that (a) for a period of thirty (30) days following the initial
      delivery/download/access of the Cognos Component System(s) to or by Customer, the Cognos
      Component System(s) will perform in accordance with its related documentation, and (b) the
      media on which the Cognos Component System(s) is provided, if applicable, is free from defects
      in materials and workmanship under normal use. Subject to applicable law, all other warranties,
      express or implied, or otherwise, are excluded. Customer’s only remedy against Cognos if this
      warranty is breached will be, at the option of Cognos, (a) to repair or replace the Cognos
      Component System(s) or (b) to refund the amounts paid in respect of the defective Cognos
      Component System(s). This remedy is void if Customer misuses the Cognos Component
      System(s) contrary to its related documentation.

                                              Page 8 of 8
SPS PLUS License DRAFT SAMPLE2/10/2009

Shared By: