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6.1.M. - Page 13 <br />Exhibit C: Software License and Usage Agreement <br />A. CONTRACTOR owns, or has licensed from the owner, certain computer software <br />collectively known as "FSALERT" (the "SOFTWARE"). <br />B. CITY enters into this SOFTWARE LICENSE AGREEMENT ("LICENSE <br />AGREEMENT") because it desires to obtain the right to use the SOFTWARE, subject to <br />the terms, conditions, and limitations set forth herein. <br />Accordingly, the parties to this LICENSE AGREEMENT covenant and agree as follows: <br />DEFINITIONS. The terms enumerated in this Section have the following meanings when <br />used in this LICENSE AGREEMENT: <br />B.1 "Confidentiality Product Information" means any and all confidential information <br />of a party to this LICENSE AGREEMENT related to the SOFTWARE that is not generally <br />known to or by businesses that compete with such a party, including but not limited to <br />source code for the SOFTWARE. <br />B.2 "Documentation" means those visually readable materials developed by or for <br />CONTRACTOR for use in connection with the SOFTWARE, in either written or digital <br />form. <br />C. LICENSE <br />C.1 CONTRACTOR grants to the CITY a nonexclusive and non -transferable license to <br />use the SOFTWARE in connection with CITY's normal and customary daily operations <br />substantially as they exist as of the date of commencement of the TERM as described below <br />(the "LICENSE"). CITY shall acquire no ownership or other rights in or to the <br />SOFTWARE except for the LICENSE granted hereunder, and title to the SOFTWARE <br />shall at all times remain with CONTRACTOR. Pursuant to the LICENSE, CITY may do <br />the following: <br />• Use the SOFTWARE on specialized computers at seven (7) CITY fire stations; <br />C.2 No one using the SOFTWARE, and no one for whose benefit the SOFTWARE is <br />being used, shall provide or otherwise make available the SOFTWARE or any part or <br />copies thereof to any third party. <br />C.3 The LICENSE granted under this LICENSE AGREEMENT shall apply only to the <br />object code for the SOFTWARE. No one using the SOFTWARE, and no one for whose <br />benefit the SOFTWARE is being used shall have the right to use or have access to the <br />source code for the SOFTWARE, and neither CITY nor anyone using the SOFTWARE <br />pursuant to this LICENSE will modify, change, merge, adapt, translate, reverse engineer, <br />decompile, or disassemble the SOFTWARE. <br />ATTY/AGR/2018.172/TELECOMMUNICATIONS ENGINEERING ASSOCIATES <br />REV: 08-07-18 RL <br />Page 11 of 17 <br />