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copyrights of Fargo regarding the Computer Aided Dispatch and Records Management System. Cass County shall be responsible for payment to Fargo for the value of services and materials associated with the installation and startup of the Computer Aided Dispatch and Records Management System, or any part thereof, as well as other matters related solely to the needs of Cass County. 4. Reimbursement for Time and Materials to Fargo. RRRDC shall be responsible for payment to Fargo for the value of services and materials associated with the installation and startup of the Computer Aided Dispatch and Records Management System. Once installed, RRRDC will reimburse Fargo for time and materials expended for general software maintenance, including minor upgrades to the Computer Aided Dispatch and Records Management System, and for general service and technical assistance. The term "minor upgrade" shall include revisions to existing software or the addition of a new segment within a software module. RRRDC shall pay to Fargo additional charges, to be determined by separate agreement of the parties, for major upgrades to the Computer Aided Dispatch and Records Management System. The term "major upgrade" shall include the development of a totally new module. Such new module may be totally independent from the Computer Aided Dispatch and Records Management System or may be integrated with other modules of the entire system. 5. Additions/Improvements to Computer Aided Dispatch and Records Management System. Any additions, improvements or changes made to the Computer Aided Dispatch and Records Management System during the term of this Agreement shall belong to Fargo regardless of whether any such improvement, addition or enhancement is a result of the use or experience ofRRRDC, Clay County, Cass County and/or Moorhead, or any of their employees or agents, of the Computer Aided Dispatch and Records Management System, or any part thereof. With respect to any computer program revision requests, RRRDC, Cass County, Clay County and Moorhead shall cooperate with Fargo by each designating a representative to participate in a committee that controls any changes to the Computer Aided Dispatch and Records Management System. Except for aspects of such program revisions or software that is specifically applicable to one of the parties hereto, Fargo shall be paid by RRRDC for the value of the services and materials provided for any such additions or improvements. Where program or software revisions are specifically applicable to one of the parties hereto, Fargo shall be paid by the applicable party for said revisions by such party. 6. Assignment. RRRDC, Clay County and Moorhead shall be prohibited from any assignment of its interest in this Agreement to any other party. Fargo retains the right to assign, sell, transfer or convey its ownership and rights to the Computer Aided Dispatch and Records Management System, including the copyrighted computer program and user's manual, and to grant access or license for use thereof to any third party. 7. Term of Agreement. This agreement may be terminated, without cause, upon twelve (12) months' written notice to the other parties. The obligations for the protection of Fargo's copyright and ownership and rights to the Computer Aided Dispatch and Records Management System shall survive any such termination. 8. Authorized Use--RRRDC. Moohead. Cass County. Clay County. The scope of this agreement, and the access granted to RRRDC, Clay County, Cass County and Moorhead for 3 "CD~ï~~~~:~~ïï:20Ò:¡:=':::....----'-----'- /, Deleted: 10-18-02 ,:~// ../