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6.1.1. - Page 5 <br /> 5. Assignment and Subcontracting. It is recognized by the parties hereto that a <br /> substantial inducement to City for entering into this agreement was, and is, the qualifications and <br /> competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any <br /> portion of the performance contemplated and provided for in this Agreement without the <br /> approval of the City Manager. Contractor shall not subcontract any portion of the performance <br /> contemplated and provided for herein without prior written approval of the City. <br /> City hereby consents to the use of the following subcontractors: <br /> Bear Electrical Solutions <br /> PO BOX 924 <br /> Alviso, CA 95002 <br /> (408) 449-5178 <br /> Salutaire Digital Communications <br /> 36 Ford Hill Rd. <br /> Whippany,NJ 07981 <br /> (973) 813-1230 <br /> 6. Software License. <br /> 6.1 License Grant and Services. Subject to the terms and conditions of this <br /> Agreement, Contractor grants City a limited, nonexclusive, nontransferable license, without the <br /> right to sublicense, to access and use (i) the software embedded in each nBox Module (the <br /> "Embedded Software"); (ii) the software and other technology required to use the Web-Based <br /> Management Software (the "Web-Based Software" and, together with the Embedded Software, <br /> the "Software") described in Section 5 of Exhibit A; and (iii) any software or other technology <br /> reasonably required for City to use the equipment and services provided under this Agreement. <br /> City will have a worldwide license to access the Web-Based Management Software, provided, <br /> however, that only three City users may access the Web-Based Management Software at any one <br /> time. <br /> 6.2 IP Ownership. The Software and all intellectual property rights therein are <br /> the exclusive property of Contractor. No implied licenses or rights are granted under this <br /> Agreement. All data resulting from the operation is the exclusive property of City; provided City <br /> grants Contractor a license to use, copy and internally distribute solely for the internal business <br /> purposes of Contractor. All pre-existing intellectual property of each party remains the <br /> intellectual property of that party. <br /> 6.3 Restrictions. City acknowledges that the Software contains and constitutes <br /> valuable trade secrets of Contractor. Accordingly, City will not: (i) use the Software for any <br /> purpose, except as expressly permitted in this Agreement; (ii) transfer, assign, sublicense, copy, <br /> distribute, modify, or create derivative works of the Software, in whole or in part; or (iii) <br /> decompile,reverse assemble or otherwise reverse engineer the Software. City will not remove or <br /> alter any of the copyright notices or other proprietary markings on the Software. <br /> ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC. <br /> REV:04-21-16 JS <br /> Page 2 of 21 <br />