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SPS PLUS Maintenance DRAFT SAMPLE 2/10/2009

SOFTWARE MAINTENANCE AGREEMENT

BETWEEN

SunGard Public Sector Inc.a Florida corporation

with a business address at:

3 West Broad Street, Suite 1Bethlehem, PA 18018

Phone #: (610) 691-3616Fax #: (610) 691-1031

("SunGard Public Sector" )

AND

[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 Exhibits,Supplements, Schedules, Appendices, and/or Addenda to this Agreement.

Customer SunGard Public Sector

BY: DRAFT BY: DRAFT

PRINT NAME: PRINT NAME:

PRINT TITLE: PRINT TITLE:

DATE SIGNED: DATE SIGNED:


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SPS PLUS Maintenance DRAFT SAMPLE 2/10/2009

THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the

Execution Date, and SunGard Public Sectors obligations hereunder will commence on Execution Date.

SunGard Public Sector and Customer have entered into a Software License and Services Agreementdated as of the Execution Date (the License Agreement) for the Software. Customer desires thatSunGard Public Sector provide Maintenance and Enhancements for and new releases of the BaselineSoftware identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for theCustom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement. Accordingly,the parties agree as follows:

1. Incorporation By Reference. Sections 1(Definitions), 8 (Confidential Information) and11 through 15, inclusive (Notices, Force

Majeure, Assignment, No Waiver and Choiceof Law; Severability, respectively) of theLicense Agreement are incorporated into thisAgreement by this reference as fully as ifwritten out below. If any provisionincorporated by reference from the LicenseAgreement conflicts with any provision of thisAgreement, the provision of this Agreementwill control.

2. Additional Definitions. Each of thefollowing terms has the meaning ascribed tothat term below whenever the term is used inthis Agreement:

Contract Year means, with respect toeach Baseline Component System andCustom Modification, each one (1) yearperiod beginning on the Execution Date or theanniversary thereof, and ending one (1) yearthereafter.

Custom Modification means a changethat SunGard Public Sector has made atCustomers request to any ComponentSystem in accordance with a SunGard PublicSector-generated specification, but withoutany other changes whatsoever by any personor entity. Each Custom Modification for whichSunGard Public Sector will provide Customerwith Improvements is identified in Exhibit 1.

Defect has the meaning ascribed tothat term in the License Agreement, andfurther, with regard to each CustomModification, means a material deviationbetween the Custom Modification and the

SunGard Public Sector-generated specificationand documentation for such CustomModification, and for which Defect Customer

has given SunGard Public Sector enoughinformation to enable SunGard Public Sector toreplicate the deviation on a computerconfiguration that is both comparable to theEquipment and that is under SunGard PublicSectors control.

Enhancements means general release(as opposed to custom) changes to a BaselineComponent System or Custom Modificationwhich increase the functionality of the BaselineComponent System or Custom Modification inquestion.

Improvements means, collectively,Maintenance, Enhancements and NewReleases provided under this Agreement.

Maintenance means using reasonableefforts to provide Customer with avoidanceprocedures for or corrections of Defects. Thehours during which Maintenance will beprovided for each Component System, thetargeted response times for certain definedcategories of Maintenance calls for eachComponent System and Custom Modification,and other details and procedures (collectively,the Maintenance Standards) relating to theprovision of Maintenance for each ComponentSystem and Custom Modification are describedin attached Exhibit 2.

New Releases means new editions of aBaseline Component System or CustomModification, as applicable.

3. Services.


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(a) Types of Services. During the termof this Agreement, SunGard Public Sector willprovide Customer with Maintenance for,Enhancements of, and New Releases of eachBaseline Component System and eachCustom Modification identified in Exhibit 1.

(b) Limitations. All Improvements willbe part of the applicable Baseline ComponentSystem/Custom Modification, and will besubject to all of the terms and conditions ofthe License Agreement and this Agreement.SunGard Public Sectors obligation to provideCustomer with Improvements for BaselineComponent Systems owned by parties otherthan SunGard Public Sector is limited toproviding Customer with the Improvementsthat the applicable third party owner providesto SunGard Public Sector for that Baseline

Component System. Customer must provideSunGard Public Sector with such facilities,equipment and support as are reasonablynecessary for SunGard Public Sector toperform its obligations under this Agreement,including remote access to the Equipment.

4. Payment and Taxes.

(a) Maintenance Fees. For theImprovements, Customer will pay SunGardPublic Sector the amount provided for inExhibit 1 as the Payment Amount for the firstContract Year. For each Contract Year

subsequent to the initial Contract Year,SunGard Public Sector reserves the right toincrease the Improvements fees. Fees forImprovements for a Baseline ComponentSystem/Custom Modification are due on thefirst day of the first month of the Contract Yearfor that Baseline Component System/CustomModification.

(b) Additional Costs. Customer will alsoreimburse SunGard Public Sector for actualtravel and living expenses that SunGardPublic Sector incurs in providing Customerwith Improvements under this Agreement,with reimbursement to be on an as-incurredbasis. Such travel and living expenses will begoverned by SunGard Public SectorsCorporate Travel and ExpenseReimbursement Policy and will be invoiced ona monthly basis in arrears and due withinthirty (30) days from the date of invoice.

(c) Taxes. Customer is responsible for

paying all taxes (except for taxes based onSunGard Public Sectors net income or capitalstock) relating to this Agreement, theImprovements, any services provided orpayments made under this Agreement.Applicable tax amounts (if any) are NOTincluded in the fees set forth in this Agreement.

If Customer is exempt from the payment of anysuch taxes, Customer must provide SunGardPublic Sector with a valid tax exemptioncertificate; otherwise, absent proof ofCustomers direct payment of such tax amountsto the applicable taxing authority, SunGardPublic Sector will invoice Customer for andCustomer will pay to SunGard Public Sector allsuch tax amounts.

(d) Late Charges. Customer will pay eachSunGard Public Sector invoice by no later thanthirty (30) days after receipt. Late payments are

subject to a late charge equal to the lesser of:(i) the prime lending rate established from timeto time by Citizens Bank, Philadelphia,Pennsylvania plus three percent (3%); or (ii) thehighest rate permitted by applicable law.

5. Term. This Agreement will remain in fullforce and effect throughout the initial Contract

Year. After the initial Contract Year, thisAgreement will renew for an additional Contact

Year unless, at least six (6) months prior to theexpiration of the initial Contract Year, Customernotifies SunGard Public Sector in writing ofCustomers intent not to renew the Agreement

for the second Contract Year. After the secondContract Year, this Agreement will automaticallybe extended for consecutive Contract Years ona year-to-year basis unless either party notifiesthe other in writing of its intent not to extend thisAgreement for any particular BaselineComponent System/Custom Modification atleast six (6) months prior to the expiration of thethen-current Contract Year.

6. Disclaimer of Warranties. Customeragrees and understands that SUNGARDPUBLIC SECTOR MAKES NO WARRANTIESWHATSOEVER, EXPRESSED OR IMPLIED,WITH REGARD TO ANY IMPROVEMENTS

AND/OR ANY OTHER MATTER RELATINGTO THIS AGREEMENT, AND THATSUNGARD PUBLIC SECTOR EXPLICITLYDISCLAIMS ALL WARRANTIES OFMERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE. FURTHER,SUNGARD PUBLIC SECTOR EXPRESSLYDOES NOT WARRANT THAT A


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COMPONENT SYSTEM, ANY CUSTOMMODIFICATION OR ANY IMPROVEMENTSWILL BE USABLE BY CUSTOMER IF THECOMPONENT SYSTEM OR CUSTOMMODIFICATION HAS BEEN MODIFIED BY

ANYONE OTHER THAN SUNGARD PUBLICSECTOR, OR WILL BE ERROR FREE, WILLOPERATE WITHOUT INTERRUPTION ORWILL BE COMPATIBLE WITH ANYHARDWARE OR SOFTWARE OTHERTHAN THE EQUIPMENT.

7. Termination. A party has the right toterminate this Agreement if the other partybreaches a material provision of thisAgreement. Either party has the right toterminate this Agreement at any time while anevent or condition giving rise to the right oftermination exists. To terminate thisAgreement, the party seeking termination

must give the other party notice that describesthe event or condition of termination inreasonable detail. From the date of its receiptof that notice, the other party will have thirty(30) days to cure the breach to thereasonable satisfaction of the party desiringtermination. If the event or condition givingrise to the right of termination is not curedwithin that period, then the party seeking toterminate this Agreement can effect suchtermination by providing the other party with atermination notice that specifies the effectivedate of such termination. Termination of thisAgreement will be without prejudice to the

terminating partys other rights and remediespursuant to this Agreement.

8. LIMITATIONS OF LIABILITY.

(a) LIMITED LIABILITY OF SUNGARDPUBLIC SECTOR. SUNGARD PUBLICSECTORS LIABILITY IN CONNECTIONWITH THE IMPROVEMENTS OR ANYOTHER MATTER RELATING TO THIS

AGREEMENT WILL NOT EXCEED THEFEES THAT CUSTOMER ACTUALLY PAID

TO SUNGARD PUBLIC SECTOR FOR THEIMPROVEMENTS FOR THE YEAR THATSUCH LIABILITY ARISES.

(b) EXCLUSION OF DAMAGES.REGARDLESS OF WHETHER ANY REMEDYSET FORTH HEREIN FAILS OF ITSESSENTIAL PURPOSE OR OTHERWISE, INNO EVENT WILL SUNGARD PUBLICSECTOR BE LIABLE TO CUSTOMER FOR

ANY SPECIAL, INCIDENTAL, ORCONSEQUENTIAL DAMAGES, WHETHERBASED ON BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), PRODUCTLIABILITY, OR OTHERWISE, AND WHETHEROR NOT SUNGARD PUBLIC SECTOR HASBEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGE.

(c) BASIS OF THE BARGAIN.

CUSTOMER ACKNOWLEDGES THATSUNGARD PUBLIC SECTOR HAS SET ITSFEES AND ENTERED INTO THIS

AGREEMENT IN RELIANCE UPON THELIMITATIONS OF LIABILITY AND THEDISCLAIMERS OF WARRANTIES ANDDAMAGES SET FORTH IN THIS

AGREEMENT, AND THAT THE SAME FORMAN ESSENTIAL BASIS OF THE BARGAINBETWEEN THE PARTIES.

9. Entire Agreement. This Agreementcontains the entire understanding of the parties

with respect to its subject matter, andsupersedes and extinguishes all prior oral andwritten communications between the partiesabout its subject matter. Any purchase order orsimilar document which may be issued byCustomer in connection with this Agreementdoes not modify this Agreement. Nomodification of this Agreement will be effectiveunless it is in writing, is signed by each party,and expressly provides that it amends thisAgreement.

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