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EXHIBIT E.1 -IQ/CAD SYSTEM SOFTWARE LICENSE AGREEMENT This Software License Schedule (hereinafter this "License") is made between the parties hereto as of the 2th day of December, 2007 (the "Effective Date"). This License is made pursuant to and incorporates by reference the terms and conditions of the City of Santa Ana Computer Aided Dispatch Primary Agreement ("the Agreement"), and Exhibit E thereto, by and between Positron Public Safety Systems Corp. ("Positron") and the City of Santa Ana (the "Licensee"). Except as set forth in this License, the parties agree that the terms and conditions of the Agreement and Exhibit E apply and are incorporated by reference into this License. All capitalized terms not defined in this License shall have the meanings set out for such terms in the Agreement. 1.0 DEFINITIONS In this License, unless otherwise specified, these capitalized terms shall have the following meanings: "Site" means the Santa Ana Police Department at 60 Civic Center Plaza, Santa Ana, CA 92701. "Software" means the software set out in the Project Deliverables hereto attached to the Agreement as Exhibit 8.1 -IQ/CAD System Deliverables. 2.0 GRANT OF LICENSE Positron hereby grants to the Licensee a personal, non-exclusive and non-transferable license to use the Software at the Site on two hundred and fifty (250) mobile workstations and eleven (11) CAD workstations (the "Permitted Workstations"), solely for the Licensee's internal purposes. Positron hereby grants to the Licensee the right to copy the Software onto a storage device attached to each Permitted Workstation and to make two copies of the Software solely for backup and archival purposes. Such backup copies shall be subject to all the terms and conditions of this License, the Agreement and Exhibit 8.1, except that the backup copies may also be used at a location other than the Site on a temporary, emergency basis at a disaster recovery or similar facility until the Licensee's Site is returned to normal working order. 3.0 OWNERSHIP OF SOFTWARE All right, title and interest in and to the Software and the Documentation, including all Intellectual Property Rights therein, are vested in and shall remain the exclusive property of Positron or its licensors. All ideas, concepts, methods, know-how and techniques related to the Software shall remain the exclusive property of Positron or its licensors. The Licensee hereby agrees that nothing herein or in the Agreement transfers or conveys to the Licensee any ownership right, title or interest in or to the Software or the Documentation, or any Intellectual Property Rights therein. The Software is licensed to the Licensee only; no copies are being sold to the Licensee. The Licensee agrees not to claim or contest the title or ownership of Positron or its licensors in or to the Software or the Documentation, or the Intellectual Property Rights therein. CHANGE ORDER #2 to Computer Aided Dispatch Purchase Agreement A-2004-229 EXHIBIT E-1 - IQlCAD System Software License Agreement Page 108 of 149 ~'}