2003/10/15 Council Agenda Packet

SOFTWARE LICENSE AGREEMENT This Agreement effectively made this day of October,2003,between: Name and Address of Licensor: Name and Address of Licensee: Trapeze Software Group, Inc, an Arizona corporation City of Everett, a municipal corporation ("Licensee"), ("Trapeze"),with its principal place of business at: with its principal place of business at: 14400 N. 87th Street, Suite 120 3225 Cedar Street Scottsdale,Arizona 85260 Everett,Washington 98201 United States of America United States of America This Agreement represents the complete and exclusive agreement between Trapeze and Licensee concerning Licensee's use of the Software and all related matters and supersedes all prior agreements, negotiations, or understandings between Trapeze and Licensee in any way relating to these matters. No other terms, conditions, representations,warranties or guarantees,whether written or oral,express or implied,will form a part of this Agreement or have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this Agreement and the documents listed in Exhibit B, the terms and conditions of this Agreement will govern to the extent of such inconsistency. This Agreement may not be modified except by a later written agreement signed by both parties. Trapeze and Licensee acknowledge having read and understood this Agreement and hereby agree to be bound by its terms and conditions. TRAPEZE SOFTWARE GROUP,INC. LICENSEE Signature: Signature: Name: Barry Symons Name: Frank E.Anderson Title: Chief Financial Officer Title: Mayor LICENSEE(ATTEST) LICENSEE(APPROVED AS TO FORM) Signature: Signature: Name: Sharon Marks Name: Mark E. Soine Title: City Clerk Title: City Attorney APPROVED AS TO FORM Trapeze 38 Everett/INFO/License Page 1 of 8