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4 <br /> Agreement Number:000 1461 <br /> TELE ATLAS NORTH AMERICA,INC. <br /> Tele Atlas GOVERNMENT LICENSE AGREEMENT <br /> Company Name: City of Everett—Everett Transit a Washington corporation <br /> Contact Name: Richard Tarry Telephone No.:(425)257-8915 <br /> Address: 3225 Cedar Street Fax.No:(425)257-8945 <br /> City: Everett State:WA ZIP:98201 <br /> By executing the Government License Agreement("the Agreement"),Tele Atlas North America,Inc. <br /> ("TANA")and the customer named herein("Licensee")agree to the following terms: <br /> 1. License Grant. Subject to the terms and conditions of this Agreement,TANA hereby grants to Licensee a <br /> non-exclusive,non-transferable,non-perpetual license to use the product(s) identified on Attachment A along <br /> with associated documentation and any Updates provided to Licensee("Licensed Products")for <br /> (a) internal use only and not for commercial use or resale, for the number of Users identified on <br /> Attachment A. A "User" means any single individual or device that is able to access the Licensed <br /> Products even if only for occasional use,and not a concurrent user. <br /> (b) Internet use of the Licensed Products. Internet usage of data is permitted for "Web Locator" <br /> applications where the general public may enter a single address in order to locate themselves or the <br /> nearest object of interest. Within these applications,data and any derived results may be published as <br /> bitmaps with the appropriate copyright information. Users of Licensee's website will have the ability <br /> to enter a single address or telephone number to locate Licensee's customer's service or business <br /> locations. TANA's latitude and longitude coordinates,address range,ZIP+4 and Census attribute data <br /> shall be protected and shall not be extractable. No other product generated from the Licensed Products <br /> shall be disclosed, licensed or sold, in whole or in part, to any third party, without TANA's express <br /> written permission. <br /> An"Update"means a release of the Licensed Products that incorporates additional or updated data. Updates <br /> will be distributed to Licensee in accordance with the schedule set forth on Attachment A. "Updates"do not <br /> include new versions of the Licensed Products that contain substantial new features or functionality, or are <br /> considered new products. No part of the Licensed Products, or any derivation thereof, shall be disclosed to <br /> third parties or used for the benefit of third parties. Except as necessary for backup and archival purposes, <br /> Licensee may not make any copies of the Licensed Products. Licensee shall not use the Licensed Products to <br /> provide competitive information about TANA or the Licensed Products to third parties. Unless otherwise <br /> permitted, Licensee shall not use the Licensed Products for in-car navigation applications (meaning a <br /> permanently installed device that provides real-time guidance and real-time map display to indicate the position <br /> of a vehicle,or other real-time information used to support turn-by-turn navigation). If this Agreement includes <br /> the municipal boundaries product, currently marketed as Dynamap/Municipal Boundaries, as one of the <br /> Licensed Product(s), then Licensee shall not use the Municipal Boundaries product to create or derive <br /> applications which are used for the purpose of tariff or tax rate determination for a particular address or range <br /> of addresses. Title to the Licensed Products remains with TANA and its third party providers and all rights not <br /> expressly granted herein are reserved. <br /> 2. Proprietary Rights <br /> 2.1 Confidentiality and Protection of Licensed Products. The Licensed Products include confidential <br /> and proprietary information and materials. Accordingly, Licensee agrees to hold the Licensed Products in <br /> confidence and trust. Licensee agrees to take reasonable steps to protect the Licensed Products from <br /> misappropriation or misuse. Licensee agrees not to extract standalone data from or publish any part of the <br /> Licensed Products without the prior written consent of TANA. Licensee may disclose relevant aspects of the <br /> Licensed Products to its employees, agents or representatives with a need to know who are bound by <br /> confidentiality obligations at least as protective as this provision. Licensee acknowledges that the terms of this <br /> Agreement are confidential and it will not disclose such information to third parties. On all copies of any media <br /> containing the Licensed Products or parts thereof,Licensee shall reproduce any copyright or proprietary rights <br /> notices contained on the original media and in the user manual(s). Licensee acknowledges that a breach by <br /> Licensee of its obligations under this Section or a breach of the license granted would cause TANA irreparable <br /> harm and, in the event of such a breach or threatened breach, TANA shall be entitled to injunctive and other <br /> appropriate equitable relief without posting bond or proving that damages would not be an adequate remedy. <br /> TANA City of Everett—Everett Transit,Government License Agreement,10/2006,Page 1 Licensee <br /> CA-06-1 Non-Perpetual Internal and Non-Perpetual Internet Use <br /> TANA CONFIDENTIAL <br />