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INSURANCE NOT REQUIRED N-2011-059 ' ° ° ,WORK M4Y PROCEED CLERK OF COUNCIL DATE, MAY `l.? 3 ZO1? O .sRPn ?2) GREEMENT RE RESEARCH, DEVELOPMENT, USE AND PUBLICITY OF L?r 1 I3TC?l,?? GUNOPS BETA PROGRAM BY SANTA ANA POLICE DEPARTMENT C? o n?K? ?y J This Agreement (hereinafter referred to as "Agreement") is made by and between Shield Ops, Inc., a Nevada corporation having a place of business at 3541 Ocean View Blvd., Glendale, CA 91208 (hereinafter referred to as "Shield Ops") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter referred to as "Santa Ana"), both of which, collectively, are hereinafter referred to as the "Parties" to this Agreement. WHEREAS, Shield Ops has developed a beta software program that enhances investigations of gang crimes and the analysis of local firearm-related problems that it is promoting under the trademark GunOps that it would like to test and further develop on- site at a police department; and WHEREAS, Shield Ops is desirous of having the program GunOps used by multiple users of the Santa Ana Police Department for purposes of research and development based upon feedback from that use; WHEREAS, Shield Ops is also desirous of having a facility in which use of the program GunOps can be publicized and demonstrated to third parties; WHEREAS, Santa Ana is desirous of so using the program GunOps and providing such feedback and allowing Shield Ops to demonstrate and publicize the use of GunOps by Santa Ana; NOW, THEREFORE, in consideration of the following covenants and for good and valuable consideration, the receipt of which is hereby acknowledged by both Parties to this Agreement, Shield Ops and Santa Ana agree as follows: 1. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: "Commercially Reasonable" means taking such steps and performing in such a manner as a well managed business would undertake where such business was acting in a determined, prudent, and reasonable manner to achieve a particular desired result for its own benefit. "Confidential Information" means any material, data, or information in whatever form or media of a Party to this Agreement that is provided or disclosed to the other, except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to the receiving Party or its employees, agents, or representatives prior to such disclosure or is independently developed by the receiving party or its employees, agents, or representatives subsequent to such disclosure; or (c) subsequently lawfully obtained by the receiving Party or its employees, agents, or representatives from a Third Party without obligations of confidentiality. Version 0930'10