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•'•s•••• <br />• • • <br />TIMMONS GROUP <br />YOUR VISION ACHIEVE() THROUGH OURS. <br />ATTACHMENT A - LICENSE AND MAINTENANCE AGREEMENT <br />This is a Software License and Maintenance Agreement (the "License and Maintenance <br />Agreement") dated / /2020 by and between Timmons Group, a Virginia corporation <br />having its principal place of business at 1001 Boulders Parkway, suite 300, Richmond, <br />Virginia 23225 ("TIMMONS") and the City of Everett, WA ("CITY") with an address of <br />3200 Cedar St., Everett, WA 98201. <br />This Software License and Maintenance Agreement is for the following software, (the <br />"Software") in this agreement: <br />Timmons Group Timekeeping App for Cityworks AMS <br />Software is licensed, not sold. This Agreement does not transfer ownership rights of any <br />description in the Software, materials, or services to CITY or any third party. CITY agrees to <br />use reasonable means to protect Software from unauthorized use, reproduction, <br />distribution, or publication. TIMMONS reserves all rights not specifically granted in this <br />Agreement including the right to change and improve Software. <br />1. Grant of License <br />a. Subject to the terms of this Agreement, TIMMONS grants to CITY a personal, <br />nonexclusive, nontransferable license solely to use the Software. TIMMONS <br />reserves the right to be the only Third Party Contractor to access and use the <br />licensed Software. <br />2. Permitted Uses <br />a. For Software delivered to CITY, CITY may: <br />i. Install and store Software on electronic storage device(s) <br />ii. Make archival copies and routine computer backups <br />b. CITY may use, copy, or prepare Documentation supplied in digital format and <br />thereafter reproduce, display, and redistribute the customized documentation <br />only for CITY's own internal use. <br />c. Move the Software in the licensed configuration to a replacement Server. <br />3. Uses Not Permitted <br />Except to the extent that applicable law prohibits or overrides these restrictions, or <br />as provided herein, CITY shall not: <br />a. Sell, rent, lease, sublicense, lend, assign, or time-share Software; <br />b. Redistribute Software, or Online Services to third parties, in whole or in part, <br />including, but not limited to, extensions, components, or APIs; <br />c. Reverse engineer, decompile, or disassemble Software components; <br />d. Make any attempt to circumvent the technological measures that control <br />access to or use of Software; <br />e. Separate from the licensed use of APIs, CITY may not unbundle or <br />independently use individual or component parts of the Products, Software, or <br />Online Services; <br />f. Unbundle or independently use the individual or component parts of Software <br />or Online Services; <br />g. Incorporate any portion of the Software into a product or service that <br />competes with the Software; <br />1jPage <br />4111 <br />TIMMONS GROUP <br />r10IM 4'dtll.)01 fill we .1vlpi,',l ini 1:ti11+1 <br />