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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 <br />when 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 <br />generally known to or by businesses that compete with such a party, including but not <br />limited to 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.l CONTRACTOR grants to the CITY a nonexclusive and non -transferable license <br />to use the SOFTWARE in connection with CITY's normal and customary daily <br />operations substantially as they exist as of the date of commencement of the TERM as <br />described below (the "LICENSE"). CITY shall acquire no ownership or other rights in <br />or to the SOFTWARE except for the LICENSE granted hereunder, and title to the <br />SOFTWARE shall at all times remain with CONTRACTOR. Pursuant to the LICENSE, <br />CITY may do the following: <br />• Use the SOFTWARE on specialized computers at se�eny)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 <br />the object code for the SOFTWARE. No one using the SOFTWARE, and no one for <br />whose benefit the SOFTWARE is being used shall have the right to use or have access to <br />the source code for the SOFTWARE, and neither CITY nor anyone using the <br />SOFTWARE pursuant to this LICENSE will modify, change, merge, adapt, translate, <br />reverse engineer, decompile, or disassemble the SOFTWARE. <br />REV: 05-25-1715 <br />Page 11 of 17 <br />ATTY/AGR.2017.120/Telecommunications Engineering Associates <br />