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• <br /> 8 • <br /> INTELLECTUAL PROPERTY LICENSE AGREEMENT <br /> This Intellectual Property License Agreement (the "License") is hereby made and <br /> entered into this _14th day of April , 2014 by and between <br /> City of Bellevue, a municipal corporation ("Bellevue"), and the City of Everett, a <br /> municipal corporation ("the Licensee"), the two parties being collectively referred to as <br /> "the Parties" in this Agreement. <br /> RECITALS <br /> WHEREAS, Bellevue owns all right, title and interest in and has agreed to license the <br /> Content applications and other intellectual property assets set forth herein (hereinafter <br /> referred to as "Content); and <br /> • <br /> WHEREAS, Licensee desires to license Content from Bellevue; and <br /> NOW, THEREFORE, in consideration of, among other things, the payment by Licensee <br /> of the license fee, as identified in the attached SCHEDULE A, and in further <br /> consideration of the mutual covenants and agreements contained in this Agreement, the <br /> receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: <br /> AGREEMENT <br /> Effective as of the date below the Parties agree to following: <br /> 1. Bellevue releases and delivers to Licensee the following, free and. clear of all <br /> claims, mortgages, liens or encumbrances: <br /> The Content described in SCHEDULE A (including source code, object code, <br /> documentation, instructions and build files.) and content and data contained <br /> therein; <br /> 1.1 License Grant. Bellevue grants to Licensee a worldwide, non-exclusive, <br /> royalty-free license (the "License"): <br /> (a) to use, reproduce, manipulate, or alter for its own use the Content <br /> released by Bellevue and delivered to Licensee, through methods owned <br /> and/or controlled by Licensee. Bellevue grants to Licensee all necessary <br /> reproduction rights to effectuate the intent of this Agreement; and/or <br /> (b) to use, copy, encode, store, archive, distribute, transmit, or render <br /> into a useable format the Content. <br /> 1.2 Unauthorized Copying/Manipulation/Sale. Licensee shall make reasonable <br /> efforts to place third parties on notice that any unauthorized copying is strictly <br /> prohibited. Licensee further acknowledges it shall not sell the Content or <br /> otherwise make a commercial_profit from the Content. <br /> 1.3 Notification of Use. Licensee shall notify Bellevue of the intended use of the <br /> Content in writing. <br /> 52 <br />