Locution Systems Inc 8/24/2017 - Laserfiche WebLink

Exhibit C Software License Agreement for Everett, WA 1. Recitals. The "Contract Documents" consist of the Agreement for the Sales of the PrimeAlert® System, Quotation document for Everett, WA (Exhibit A), this Software License (Exhibit C), and the Terms and Conditions (Exhibit B). The "Proposal" consists of these Contract Documents. 2. Ownership Rights. Everett, Washington (the "Customer") understands that the Contract Documents do not affect any transfer of title or any other rights (except as granted herein) in any computer software (the "Software") produced, developed or delivered to the Customer by Locution Systems, Inc. ("Locution"). Further, all proprietary rights, including copyright, in and to all manuals, reports, training programs and other written materials produced by Locution and delivered to the Customer(the "Written Materials") remains in Locution. 3. Software License. Locution grants to the Customer a non-exclusive, royalty free perpetual license to use the Software for its intended purpose as described in the Contract Documents and especially in the Proposal. 3.1. Software Protection. The Customer will reasonably protect the Software as Locution's proprietary property, and the Customer may neither publish, disclose, nor distribute the Software or any part thereof except as necessary to implement the purpose of the Contract Documents. The Customer may not attempt to create the Software by reverse engineering, reverse assembly or otherwise. 3.2. Source Code. The Contract Documents do not include Software source code, which remains the sole property of Locution. 3.3. Copies of Software. Locution understands that the Customer intends to install the PrimeAlert Software in one location at the Communications Center. In addition, the Customer may make a reasonable and limited number of copies of the Software and Written Materials for the Customer's internal needs and uses, including archive and backup purposes. All such copies, in whole or in part, shall remain the property of Locution and shall at all times be subject to the restrictions set forth herein. Whenever a location whereat the Software is installed is closed or deactivated, the Software and all Written Materials shall be removed from that location. 4. Rights Granted to the Customer in the Written Materials. Locution, for so long as the Customer uses the Locution PrimeAlert System, hereby licenses and grants permission to the Customer to use, copy and disclose the Written Materials for any necessary governmental purposes connected with the Proposal, including training and education of employees who will use the PrimeAlert system. Such use is granted so that the Customer may understand and use the Written Materials and the Software for its intended purpose. Such Written Materials and any copies, in whole or in part, shall bear Locution's copyright notice or other proprietary notice. 7 Everett, WA Fire Department Locution Systems, Inc.