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HomeMy WebLinkAboutContract 48177 CITY SECRETAW , SEP 24 2016 CONTRACT No. Cli`f OF�ORC�'' emphasys software EMPHASYS SOFTWARE LICENSE AGREEMENT This Em h sys Software License Agreement ("Agreement") is entered into effective the �I day of , 2016 ("Effective Date") by and between Emphasys Software a Michigan corporation,with its principal place of business located at: 2200 Powell Street,Suite 370,Emeryville, CA 94608 ("Emphasys"), and City of Fort Worth, TX, Texas home-rule municipal corporation, with its principal place of business located at: 1000 Throckmorton Street,Fort Worth,TX, 76102 ("Licensee" or "City"). RECITALS A. Emphasys designs, develops and licenses a proprietary computer software solution known as the SymPro Treasury Management Software. B. Licensee desires to obtain a personal, nontransferable, non-exclusive limited right and license to use such software and related documentation and services for Licensee's own internal business purposes only and Emphasys is willing to grant such a license on the terms and subject to the conditions of this Agreement. THEREFORE, in consideration for the fees to be paid by Licensee to SHI Government Solutions, Inc.,("SHI") (whom Licensee has hired to perform all purchasing duties under this Agreement and who will issue a purchase order to Emphasys to cover all payments due), subsequently paid by SHI to Emphasys, hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree: 1. Certain Definitions. As used in this Agreement, the following terms shall have the following definitions: A. "Authorized Users" shall mean Licensee and its employees and no other persons or entities; the number of which is stated in the attached Exhibit A and which may be changed by amendment to the attached Exhibit A or authorized purchase order issued by Licensee and accepted by Emphasys. B. "Designated Equipment" shall mean a single Intel based computer or a network file server on which Licensee uses the Software pursuant to this Agreement and which is more fully described in the attached Exhibit A. C. "Designated Site" shall mean the location at which the Designated Equipment and Licensed Products are located during the term of this Agreement as identified on Exhibit A to this Agreement or such other location as may be expressly approved in writing by Emphasys. D. "Documentation" shall mean all user/operation manuals and other materials or Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 1 of 11 ®FFICIAL RECORD CITY SECRETARY IrT.WORTHF 4X information describing the Software, as hereinafter defined, its performance characteristics, technical features and other relevant information reasonably required for use of the Software, including all physical media upon which the materials or information are provided. E. "Licensed Products" shall mean the Software and the Documentation. H. "Software" shall mean that certain Emphasys proprietary computer software solution known as SymPro Treasury Management Software, in machine readable, object code form, as listed on Exhibit A, and any modules, bug fixes, modifications, enhancements and other SymPro or third party software provided to and licensed hereunder by Emphasys to the Licensee during the Term. 2. Software License. A. License Grant. Subject to the terms of this Agreement, Emphasys hereby grants to Licensee, and Licensee accepts, a limited,personal, non-transferable and non-exclusive perpetual license to use the Licensed Products solely for Licensee's own internal business purposes and solely on the Designated Equipment located at the Designated Site by the number of Authorized Users stated in the attached Exhibit A or such Authorized Users added during the Term. Licensee shall be permitted to make one copy of the Software for backup and archival purposes only. Each copy must reproduce all copyright and other proprietary notices. B. Warranty of Ownership. Emphasys warrants to Licensee (and no other person or entity) that it is the author and owner or proper Licensee of the Licensed Products and has the right to enter into this Agreement. C. Emphasys Retains Title. Licensee acknowledges that Emphasys and its licensors retain title to the Licensed Products, all copyrights, trade secrets and other intellectual property rights licensed to Licensee even if Licensee's suggestions are incorporated into subsequent versions of the Software. The Licensed Products constitute a trade secret and are confidential to Emphasys. D. No Ownership Rights. Other than the limited right of use of the Licensed Products described in this Agreement, Licensee neither shall have nor shall it acquire any right, title or interest in or to any of the Licensed Products or in any intellectual or proprietary rights represented thereby. E. License Restrictions. Licensee agrees that it will not modify, decompile, disassemble, translate or reverse engineer the Software, in whole or in part. Except as expressly stated, this Agreement does not include any rights to use, disclose, sublicense, or otherwise transfer the Software, Documentation, or other proprietary information of Emphasys. Licensed Products shall not be used to process data except for Licensee's internal purposes. F. Licensee shall immediately notify Emphasys in writing of any actual or suspected breach of this Agreement,including,without limitation,its terms limiting use. G. City's Right to Audit. Emphasys agrees that the City shall, until the expiration of three (3)years after final payment under this Agreement,have access to and the right to examine at Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 2 of 11 reasonable times any directly pertinent books, documents,papers and records of the Emphasys involving transactions relating to this Agreement at no additional cost to the City. Emphasys agrees that the City shall have access during normal working hours to all necessary Emphasys facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Emphasys not less than 10 days written notice of any intended audits. Emphasys further agrees to include in all its subcontractor agreements hereunder a provision to the same effect. 3. Delivery of Licensed Products. Software may be delivered to Licensee by CD or by remote telecommunications from Emphasys' place of business unless the parties agree in writing to an alternative method of delivery. Emphasys is not responsible for installing the Software unless Emphasys is specifically contracted to perform installation and training services. 4. Warranty. A. Emphasys warrants that: (i) Software will perform in accordance with Emphasys' standard specifications stated in its Documentation for a period of 180 days from the date of first installation of the Software (exclusive of bug fixes, modifications or enhancements provided during the warranty period. EXCEPT FOR THE WARRANTIES STATED ABOVE, EMPHASYS AND ITS LICENSORS MAKE NO OTHER WARRANTIES, WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED. EMPHASYS AND ITS LICENSORS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. For warranty support, Licensee should contact.• Technical Support at telephone number 510 655 0900, B. Licensed Products are of a complex nature resulting in operations that may be interrupted or errors that may be encountered. Emphasys sole obligation and Licensee's sole remedy under this warranty is for Emphasys, at its option, to provide such services, bug fixes or other modifications it deems appropriate, provide a functional equivalent or reperform services, if: (i) Emphasys receives proper notice of any claimed Software defect during the warranty period or a claim of defective services or Software within 10 business days of the related occurrence. Proper notice includes copies of the data, reports and written procedures documenting the claim. And, (ii) the Licensee is otherwise in compliance with this Agreement and using the current version of the Software in accordance with Emphasys' standard specifications; and, (iii) Emphasys is able to reproduce any claimed defect. Should Emphasys determine in its sole judgment after reasonable effort that a covered defect cannot be remedied, Emphasys may elect to terminate this Agreement as to the effected Software and refund the amount paid by City to SHI and subsequently paid by SHI to Emphasys, unused License Fees as to the effected Software only upon return of the Software and certification the Software is no longer in use by Licensee. C. Further Limitations. The limited warranties provided in this Section 5, as limited by other provisions of this Agreement, are non-transferable by Licensee except as set forth below and shall immediately become void in the event of any unauthorized use, modification or repair of the Licensed Products or any part thereof or upon breach by Licensee of any provision of this Agreement. D. In the event any problems or defects not covered by warranty,including,without limitation, Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 3 of 11 those traceable to Licensee's errors need to be addressed, all such services will be presented in a specific proposal outlining the scope of work, time and material rates and delivery schedules. The parties may agree to the proposed services through an amendment to this Agreement. 5. Indemnification. A. LIABILITY - EMPHASYS SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF EMPHASYS, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - EMPHASYS HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF EMPHASYS, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) Emphasys warrants that all Deliverables or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, licensing, analyses, applications, methods, ways, and processes (in this Section 5C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance under this Agreement. (ii) Emphasys shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. (iii) Emphasys agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, subject to the limitations of liability in Section 6 below, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Emphasys bears the cost and expense of payment for Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 4 of 11 claims or actions against the City pursuant to this section 6, Emphasys shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall be fully informed of all such settlement, negotiation, or lawsuits. If it is not contemplated that the settlement or compromise will fully release the City, the City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Emphasys in doing so. In the event City, if Emphasys does not fulfill its indemnification responsibilities under this section, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Emphasys shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Emphasys timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Emphasys's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Emphasys shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Emphasys, terminate this Agreement, and refund all amounts paid by City to SHI and subsequently paid by SHI to Emphasys, prorated over a 5 year period, subsequent to which termination City may seek any and all remedies available to City under law. EMPHASYS'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 8M OF THIS AGREEMENT. 6. LIMITATION OF LIABILITY. To the extent a claim arises under warranty, the remedy stated in Section 4 applies. To the extent a claim arises under indemnification, the remedy stated in Section 5 applies. AS TO ALL OTHER CLAIMS, LICENSEE ACKNOWLEDGES THAT POTENTIAL DAMAGES IN ANY PROCEEDING WOULD BE DIFFICULT TO MEASURE WITH CERTAINTY AND THE PARTIES EXPRESSLY AGREE THAT AS A FAIR ASSESSMENT OF POTENTIAL DAMAGES, EMPHASYS AND ITS LICENSOR'S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF FORM OF ACTION, PROCEEDING OR THEORY OF RECOVERY, SHALL NOT EXCEED TWO TIMES THE LICENSE FEES OR FEES ACTUALLY PAID TO SHI AND SUBSEQUENTLY PAID BY SHI TO EMPHASYS WHICH ARE DIRECTLY RELATED TO THE CLAIM. REGARDLESS OF THE FORM OF ACTION, PROCEEDING, OR THEORY OF RECOVERY, NEITHER EMPHASYS NOR ITS LICENSORS SHALL IN ANY MANNER BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ASSESSED AGAINST OR PAID BY LICENSEE TO ANY THIRD PARTY, ARISING OUT OF THE USE, INABILITY TO USE, QUALITY OR Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 5 of 11 PERFORMANCE OF THE LICENSED PRODUCTS PROVIDED, EVEN IF EMPHASYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Term and Termination. A. Term. This Agreement is for a perpetual license and shall continue until terminated by either party ("Term") under the following conditions. B. Termination. (i) Emphasys' Right of Termination. Emphasys may terminate this Agreement after 30 days prior written notice for Licensee's breach of this Agreement. (ii) Licensee's Right of Termination. Licensee may terminate this Agreement without cause by providing Emphasys 60 day's written notice of termination. Termination of this agreement shall not relieve Licensee of its obligation to pay for any fees incurred up to the date of termination nor result in the refund of any fees paid to SHI Government Solutions,Inc.. (iii) Either Party's Right to Termination. Either party may terminate this Agreement, (a) upon 30 days'prior written notice for the other party's failure to cure any other material breach of this Agreement; (b) immediately upon: (I) termination or suspension of Licensee's business, (II) insolvency or filing of a voluntary or involuntary petition in bankruptcy, which petition is not dismissed within 30 calendar days of filing, (III) appointment of a receiver, assignee or other liquidating officer for all or substantially all of the Licensee's assets or (IV) an assignment for the benefit of creditors. C. Effect of Termination. Except for termination of the Plan, Licensee shall cease use of the Licensed Products upon termination of this Agreement and shall provide a written certification to Emphasys of removal of all copies of the Software from its system and destruction of all copies of Software and Documentation except that required for archival purposes. 8. General. A. Injunctive Relief. Licensee's breach of any obligation under this Agreement regarding the use, duplication, modification, transfer or confidentiality of the Licensed Products shall entitle Emphasys to injunctive, specific performance or other equitable relief, all without need of bond or undertaking of any nature. B. Assignment. This Agreement shall not be assignable by either party and neither party may delegate its duties hereunder without the prior written consent of the other party. Any attempt by a party to assign any of its rights or delegate any of its duties hereunder without the prior written consent the other party shall be null and void and shall result in immediate termination of this Agreement under its terms and conditions. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and Emphasys under which the assignee agrees to be bound by the duties and obligations of Emphasys under this Agreement. The Emphasys and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 6 of 11 C. Governing Law and Venue. This Agreement shah be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. D. Severability. If a provision is declared invalid, the remainder of the Agreement will continue in full force and effect. The offending provision shall be interpreted to whatever extent possible to give effect to its stated intent. E. Waiver. Failure to require performance of any provision or waiver of a breach of a provision does not waive a party's right to subsequently required full and proper performance of that provision. F. Entire Agreement. This Agreement represents the entire agreement on this subject matter excluding all prior agreements,representations, statements,negotiations,and understandings and provisions in any Orders issued hereunder unless the parties consent in writing. This Agreement may be modified only by a written agreement signed by a party's authorized representative. G. Conflict. Should any Exhibit conflict with this Agreement,the Agreement shall control. H. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party stated below (or at such different address as may be designated by such party by written notice to the other party) and shall be deemed complete upon receipt. I. Independent. Each party is acting as an independent contractor and not as an agent,partner, or joint venturer with the other party for any purpose. J. Compliance with all Applicable Laws. Export. At all times, both parties will adhere to all applicable state, federal and local laws and regulations in the conduct of its business,installation and use of the Software and maintain the proper insurances as are customary in the business. Both parties shall comply with all applicable export and import control laws and regulations regarding use of the Software and,in particular, Licensee shall not export or re-export the Software without all required United States and foreign government licenses. K. Force Majeure. Except for the payment of any amounts due, performance will be suspended for force majeure upon written notice and may be terminated if such event continues for more than 30 days. L. Survival. Sections 2(C), (D) and (G), 4 through 6, inclusive, 7(C), and 8 shall survive any termination or expiration of this Agreement. M. Insurance. I. Emphasys shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 7 of 11 1. Commercial General Liability a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 4. Technology Liability/Errors &Omissions/Professional Liability a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. (a) Coverage shall include,but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud,Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright, or trade mark, brought against the City for use of Deliverables, Software or Services provided by Emphasys under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Emphasys and may not exceed$500,000 without the written approval of the City. Coverage shall be claims-made,with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, shall be submitted to the City to evidence coverage. Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 8 of 11 II. General Insurance Requirements: 1. All general liability and auto policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Emphasys has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. N. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. O. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. P. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Emphasys Software, City of Fort Worth,TX a Michigan corporation (`sIIensee" chael Byrne,Presiden�ndEO Sus n anis,Assistant City Manager Agreement between CFW and Emphasys for Soft-,vare License Agreement Execution Copy 9/7/16 9 of 11 Address: Address: 1000 Throckmorton St. 2200 Powell Street, Suite 1170 Fort Worth,Texas 76102 Emeryville, California 94608 Tel. No. 510 655 0900 Tel. No. 817-392-8180 Fax: 510-655-4064 Fax: 817-392-6134 APPROVED AS TO FORM AND LEGALITY: 'i By: Jessica S svang AssistantVity Attorney H Form 1295: ATTEST: By: Maryayser City Secretary M&C: Date: FU o °00000 Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 1 - -- C�fi�� �GQ� r Exhibit A Red LineTo EMPHASYS SOFTWARE LICENSE AGREEMENT By and Between Emphasys Software. and City of Fort Worth,TX,Licensee 1. Designated Equipment: Workstations: Current generation workstation; 32 or 64 bit operating system; Windows operating systems (XP, Vista, 7); minimum 2 GB RAM; 2 GB of storage. Networking: Microsoft Windows Server (2005, 2008). Hard drive storage: Minimum 4 GB for software and portfolio data, depending on size and type of portfolio(s); 4 GB of RAM; Licensee's Installation: Installation is on a network server. For equipment or operating systems not named in this section, contact SymPro for compatibility information. 2. Designated Site: 1000 Throckmorton Street Fort Worth,TX 76102 3. Software: SymPro Debt Manager General Ledger Interface Module 4. Authorized Users: Network installation with concurrent access and support for 3 Authorized Users. Agreement between CFW and Emphasys for Software License Agreement Execution Copy 9/7/16 11 of 11