2003/10/15 Council Agenda Packet

. T 7 • TERMS AND CONDITIONS NOW THEREFORE,the parties agree as follows: I. Definitions In this Agreement the capitalized words set out below will have the following meanings: "Agreement" this software license agreement effectively made as of the _ day of September, 2003, between Trapeze and Licensee,and the attached exhibits,all of which form an integral part of this Agreement; "Documentation" the user documentation pertaining to the Software as supplied by Trapeze; "Maintenance Agreement" the agreement effectively made as of the_day of September, 2003, between Trapeze and License setting out the terms and conditions by which Trapeze agrees to supply long-term maintenance and support services related to the use of the Software by Licensee, and the attached exhibits; "Software" the certain software as identified in Exhibit A of this Agreement; "Summary of Proposed Pricing" the summary of pricing information related to the Software, as annexed to Exhibit B and effectively dated September ,2003; "Trade Secrets" the Software, Documentation, and other related information (including all modifications of the Software developed for Licensee) disclosed to Licensee under this Agreement, including trade secrets and other confidential and proprietary information of Trapeze. 2. License Trapeze grants to Licensee a personal, non-transferable and non-exclusive license restricted for use by Licensee at their place of business: (a) to use one production copy of the executable code version of the Software in the form supplied by Trapeze, on hardware approved by Trapeze,and in accordance with the further specifications set out in Exhibit A hereto;and (b) to use the Documentation,but only as required to exercise this license. Licensee may make two back-up copies of the Software. Licensee may use the production copy of the Software solely to process Licensee's proprietary data. The Software may not be used on a service bureau or similar basis to process data of any third parties. The license to use the Trapeze Malteze Transit Database is granted to Licensee solely for the development of internal reports by Licensee and for the integrated operation of Trapeze software components. Unless expressly included herein,all other access rights to the Trapezes'Malteze Transit Database are excluded from this Agreement, and the Licensee shall not develop or use,or authorize the development or use of,any other application interfaces to or from the Trapeze's'Malteze Transit Database. Licensee will not attempt to reverse compile, disassemble, or otherwise reverse engineer all or any part of the Software. Other than the rights of use expressly conferred upon Licensee by this paragraph, Licensee will have no further rights to use the Software or Documentation.Licensee will not copy, reproduce, modify, adapt,translate or add new features to the Software or the Documentation without the express written consent of Trapeze. Licensee will not permit disclosure of, access to, or use of the Software or the Documentation by any third party unless authorized in writing by Trapeze. Everett/INFO/License Page 2 of 8 39