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EXHIBIT D of agreement with city of EVERETT <br /> Gtechna License Agreement <br /> BETWEEN: Gtechna USA Corporation,a Delaware corporation <br /> whose place of business is located at 334 Cornelia <br /> Street,#549, Plattsburgh,NY 12901 <br /> (hereinafter referred to as"Gtechna") <br /> AND: City of EVERETT,a municipal corporation under <br /> the laws of the State of Washington, (hereinafter <br /> referred to as the"Customer") <br /> 1. OWNERSHIP AND LIMITS TO USE <br /> Subject to the terms and conditions hereof,and in consideration of the payment in full and on a <br /> timely basis by Customer of the license fees set out herein,Gtechna hereby grants to Customer a <br /> non-exclusive,non-transferable,perpetual license to use and execute the proprietary technological <br /> solutions supplied to pursuant hereto(the"Software")and the documentation published by Gtechna <br /> relating to the use of the Software,including,without limitation,any technical, infrastructure, <br /> implementation or functional documentation for the Software, in the form of user manuals or <br /> functionality description or specifications in written or digital format, as such documentation may be <br /> updated from time to time (the"Documentation"), solely for Client's own internal use. <br /> Documentation shall include, but not be limited to, any printed materials,"online"or <br /> electronic data provided by or obtained from Gtechna with regard to this Software <br /> ("Documentation"). <br /> The Software and Documentation are licensed,not sold. Even though copies of the <br /> Software may be provided on media of different formats,copies of the Software on <br /> different media formats do not constitute multiple licenses to the Software. <br /> If the Software is licensed as a suite or bundle with more than one specified Software <br /> product,this License agreement applies to all such specified Software products, subject to <br /> any restrictions or usage terms specified on the applicable product packaging or <br /> accompanying documentation that applies to any of such Software products individually. <br /> The Customer must ensure that Customer personnel, agents and representatives comply <br /> with the terms and conditions of this License Agreement and the Customer is liable for <br /> their conduct. <br /> The Customer agrees that, as between the Customer and Gtechna,all right, title and <br /> interest in and to the Software and Documentation shall remain solely with Gtechna <br /> except as otherwise expressly set forth herein. For purposes of this License, "Software" <br /> shall include(and the terms and conditions of this License shall apply to)any upgrades, <br /> updates,bug fixes,modifications,or modified versions of the Software(collectively, <br /> City of Everett/Gtechna Software Agreement <br /> Page 19 7/25/2018itf° <br />