Chestnut Health Systems Inc 6/20/2018

CITY For Office Use Only: GAIN License # GL18-45 Program# License# GAIN LICENSE AGREEMENT (Version 02/22/12) This License Agreement, dated 4. 2O/2O 1 i,(Effective Date)is between Chestnut Health Systems, Inc.,an Illinois not-for-pr fit corporation,having an office at 448 Wylie Drive, Normal,Illinois 61761 (hereinafter called"Chestnut")and City of Everett Police Department (hereinafter called"Licensee"), a Municipal Corporation organized under the laws of the State of Washington ,having an office at 3002 Wetmore,Everett WA 98201 . WITNESSETH: WHEREAS, Chestnut has created various copyrighted works and is willing to grant to Licensee a non-exclusive, non-transferable, limited license to reproduce and use some of said copyrighted works; and WHEREAS, Licensee is desirous of obtaining the aforesaid licenses; NOW, THEREFORE, in consideration of the foregoing, the mutual agreements hereinafter set forth and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties hereby agree to the following: Section 1 Definitions a. As used herein the term "Licensed GAIN Products" refers to materials specifically identified in Section 7 hereto. Section 2 Ownership Chestnut warrants that it has the right to convey the licenses set forth herein, and that the Licensee's use of such Licensed GAIN Products in accordance with the terms of this Agreement shall not infringe any third party rights and copyright in the United States. Section 3 License a. Subject to the terms and conditions of this Agreement, Chestnut grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, limited license to reproduce and use the Licensed GAIN Products as identified in Section 7 and at locations identified in Section 8 hereto. b. Licensee shall not have the right to assign, sub-license, transfer, pledge, lease, rent or share rights under this License Agreement. GAIN License Agreement 022212.doc Page 1 of 5