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prior vvritten authorization by LUCENT, shall constitute CTI'Y's System Acceptance• Nothing in the foregoing shall preclude CITY's testing the System in parallel using live data during any applicable testing period E Section 9 LUCENT SOFTR'ARE LICENSE A. S�. CTTY may acquire from LUCENT's Public Safety Systems ("LPSS"} communication products that conta.in embedded or pr�loaded LUCENT Software such as in a ROM,PROM, or EPROM, or other LUCENT Soflware provided on media such as a floppy disk, tape, diskette, or CD-ROM. All such LUCENT Software (including Palladium� Soflware) is referred to as "LUCENT Softwaze". This Agreement contai.ns the terms under which CITY may use LUCENT Software acquired from LPSS. B. Grant of License. LUCENT hereby grants to CTTY a personat, non-exclusive, non-transferable (except as otherwise provided below) license under LUCENTs applicable proprietary rights, to use LUCENT Soflware in accordance with the terms of this Agreement. C. Limitations on Use. CTTY may use LUCENT Soflware only for CITY's internal business purposes and only as described in the LUCENT Software or Product documentation. Any other use of LUCENT Soflware is strictly prohbited and will be deemed a breach of this Agreement. CITY may not copy, modify, adapt, merge with other softwa.re, reverse engineer, prepaze derivative works of, or disassemble any LUCENT Soflware for any reason, except that CITY may make copies of LUCENT Soflware for back-up and disaster recovery purposes. CITY must purchase a copy of LUCENT Soflware for each site at which CITY uses LUCENT Soflware; CTTY may make one additional copy for each computer owned or controlled by CITY at each such site. Prior to acquiring any Software or upon LUCENT's request, CITY must provide a written list of all sites where CITY uses or intends to use LUCENT Software. CTTY must reproduce all LUCENT copyright,trademark or other proprietary notices on all copies of LUCENT Software. Any copies of Software made by CITY for purposes of disaster recovery shall be destroyed or erased upon the destruction or erasure of associated data. D. Transfers. If CITY transfers ownership of Products to a third pariy, CITY may assign its rights to use LUCENT Soflware embedded in or furnished for use with those Products provided that (a) CITY transfers all copies of such LUCENT Soflware to the new owner and (b) LUCENT receives a transfer form (which LUCENT will provide upon request) completed and signed by the new owner. Otherwise, CITY may not transfer or make available any LUCENT Soflware to any third party. E. Ownershiv and Title. Title to all copies of LUCENT Soflware in any form, including alI rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in LUCENT. (See Section 21.A) F. Audit Ri�hts. LUCENT or its authorized aaent may, at its discretion, audit CITY's System for compliance with the terms of this software license upon three business-days' notice to CITY. CITY will cooperate with LUCENT or its authorized agent in conducting such audits, including making remote access available to LUCENT or its authorized agent for such purpose. G. Confidentialitv. CITY acknowledges that all LUCENT Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper use of LUCENT Soflware will result in irreparable harm to LUCENT for which monetary damages would be inadequate. Accordingly, CITY will Iimit access to LUCENT Soflware to those of its employees and agents who need to use LUCENT Soflware for CITY's internal business purposes, and CITY will take appropriate action with those employees and agents to preserve the confidentiality of LUCENT Software. Lucent Technologies/Redwood City, CA 5 . _.___ _. _...