2008/10/22 Council Agenda Packet

n License Agreement This Agreement is made between the City of Everett,WA located at 3002 Wetmore, Everett, WA 98201 hereafter referred to as"Licensee" and Coplogic Inc., hereafter referred to as"Licensor" with a principal place of business at 231 Market Place Suite#520 San Ramon, Ca. 94583. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN,THE PARTIES HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS (a) "Documentation" means technical manuals, training manuals, user guides, and workbooks, as updated and amended from time to time, provided by Licensor to assist Licensee with the use of Software. (b) "Software" means all or any portion of the global version of the binary computer software programs and updates and enhancements thereto, (including corresponding source code, unless specifically excluded herein) and Documentation delivered by Licensor to Licensee. Software includes any third-party software delivered by Licensor as specified in the Schedule, and modifications made to the Software. Software does not include source code to third party software. Unless specifically stated otherwise, all Software is delivered to Customer only if and when generally commercially available. (c) "Install" means placing the Software on a computer's hard disk. (d) "Use" means (i)executing or loading the Software into computer RAM or other primary memory, and(ii)copying the Software for archival or emergency restart purposes. 2. GRANT OF RIGHTS AND SCOPE OF SERVICES Licensor hereby grants to Licensee a nonexclusive nontransferable license to install and use the Software on a computer/server in Licensee's possession. Licensee has elected to maintain the application on Licensor's servers. Licensor also agrees to provide the services listed in the Scope of Services attached hereto as Exhibit"A" and made a part hereof. ' A.