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6.2.B. - Page 62 Exhibit D Software License Agreement Section 1. S&B grants to the Customer an irrevocable, perpetual, non-exclusive, non- transferable (other than to Affiliate), fully paid—up right and license to use, display, copy and maintain the entervo software listed in Exhibit B to the Master Agreement, including any software updates, bug fixes and security patches provided pursuant to Exhibit C, and any related written manuals and instructions ("S&B Licensed Materials"), limited to the Customer's internal business purposes, which may include the right to make backup copies and to use the software at unlimited workplaces ("S&B License"), All software and patent rights shall remain in S&B's property. This license shall be limited to the scope of the Agreement. S&B reserves the right to reject disclosure of software development information as far as it is a business secret. Section 2. For the avoidance of doubt, the S&B License only extends to the object code and not the Source Code of the S&B Licensed Materials, but without prejudice to any formulas, scripts, macros or other non -compiled or interpreted code which is supplied as part of the S&B Licensed Materials. Section 3. Except to the extent otherwise expressly permitted by the S&B License, the Customer must not modify, edit, reverse engineer, decompile, disassemble, create derivative works or copy (except for the copies permitted by the S&B License) the S&B Licensed Materials, save solely for the purposes expressly permitted by law, and the Customer agrees to exercise due diligence in protecting the delivered S&B Licensed Materials from modification, Section 4. If any modifications are made by the Customer or any third party, other than permitted modifications, to any software forming part of the delivered S&B Licensed Materials during the term of S&B's software warranty and/or maintenance obligations without S&B's prior written consent, S&B's warranty become immediately void. Furthermore, S&B shall not be responsible for updating, maintaining, escrowing, troubleshooting, or documenting any software that has been modified as above. S&B is not responsible under warranty and maintenance provisions for modifications to such software made by the Customer or any thud party, through operator error or not in accordance with system documentation. Section 5. The Customer shall not sub -license, transfer, sell or assign any of the rights granted under the S&B License or these Software License Conditions without the approval of S&B (not to be unreasonably withheld). Section 6. Third Party Software and Third Party Documentation In relation to any Third Party Software and Third Party Documentation ("Third Party Materials"), S&B agrees as follows: Section 6.1 S&B agrees to use reasonable endeavours to obtain all requisite licenses to Third Party Software and Third Party Documentation as required under the Master Agreement ("Third Party Licenses"), and in particular S&B shall use reasonable endeavours to procure Third Party Licenses that are perpetual and that permit the Third Party Software to be installed and used as part of the PARCS System provided by S&B to the Customer. However, it is acknowledged by the Customer that this obligation of S&B shall be subject to availability of Third Party Licenses to S&B from time to time. REV: 09-10-15 VR Page 59 of 61 ATTY/AGR.2015.217/Scheidt & Bachmann USA, Inc. Parking Garage Equipment