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<br />(: ~ <br />~~/f-fr ¡::;~ <br />- ~ VALLEY OAK SYSTEMS <br />..7 -,j-:-rf SOFTWARE LICENSE, SERVICE, AND MAINTENANCE AGREEMENT <br /> <br />. <br /> <br />, q ~ - 0') 3 <br />ð /I~ <br />/'?{ .' . <br />!II j ;,' "~-' ~ <br /> <br />. <br /> <br />"H' - . <br />t'~ ~) ~:.~ <br /> <br />5-./ -J 7 <br /> <br />This Software License, Service, and Maintenance Agreement ("Agreement") is made and entered into by and <br />between Valley Oak Systems, Inc. (hereafter "VOS") and the City of Santa Ana, a charter city and municipal <br />corporation duly organized and existing under the constitution and the laws of the State of California (hereafter <br />"Client"). <br /> <br />1. <br /> <br />DEFINITIONS <br /> <br />The following definitions shall apply to the terms as they appear in this Agreement: <br />"VOS" means Valley Oak Systems, Inc. <br />"Client" means City of Santa Ana <br />"Software Product" which includes computer software and printed materials, and may include "online" or <br />electronic documentation as listed in Exhibit A. <br />"Server Software" means software to be used on a single computer referred to as the "Server" <br />"Client Software" means software to be used on individual user workstations. <br />"Go Live" is defined in the Go Live and Final Acceptance section. <br />"Final Acceptance" is defined in the Go Live and Final Acceptance section. <br /> <br />2. <br /> <br />EXHIBITS <br /> <br />The following Exhibits hereto are incorporated into and made a part of this Agreement: <br />Exhibit A Software Product Licenses and Services Costs <br />Exhibit B Escrow Agreement <br />Exhibit C Software Product Enhancements and Implementation Understanding. <br />Exhibit D Software Maintenance and Support Agreement <br /> <br />3. <br /> <br />LICENSE GRANT <br /> <br />VOS hereby grants Client the non-exclusive license to do the following: <br /> <br />a. <br />b. <br /> <br />Install and use one copy of the Server Software on a single production Server. <br />Install Client Software on any PC workstations that are potential users of Software Product. <br />Concurrently use Client Software for the number of User Licenses listed in Exhibit A, Software Product <br />Licenses and Services Costs, on user workstations. <br />Make copies of the Software Product for purpose of backup. <br />Install Software Product on a development and test system for the purposes of testing (new versions and <br />patches), training, and serving as a backup system to the production system. <br /> <br />c. <br /> <br />d. <br /> <br />e. <br /> <br />4. <br /> <br />COPYRIGHT and OTHER RESTRICTIONS <br /> <br />The Software Product is licensed, not sold and is not transferable. Title and copyrights in and to the Software <br />Product (including any images, photographs, video, audio, and text incorporated into the Software Product), <br />accompanying printed material, and any copies Client is permitted to make are owned by VOS and are protected by <br />United States copyright laws and international treaty provisions. <br /> <br />5. <br /> <br />ESCROW <br /> <br />The Client, by signing this Agreement, becomes a beneficiary for the source code for the Software Programs <br />covered hereunder pursuant to the terms and conditions of Exhibit B to this Agreement (Escrow Agreement). VOS <br />agrees to notify Cornell Law Group, with whom VOS has an Escrow Agreement, that Client has become an eligible <br />beneficiary pursuant to this Agreement. <br /> <br />6. <br /> <br />PATENT AND COPYRIGHT INDEMNIFICA nON <br />