Agmt18 Daryl D. Jones dba Telecommunications Engineering Associates

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CA CONTRACTOR declares that the SOFTWARE and the Documentation constitute trade secrets of CONTRACTOR. CONTRACTOR acknowledges that CITY is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA'). If confidential information is contained in documents submitted by CONTRACTOR to CITY, and CONTRACTOR expressly claims that such information falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such information "CONFIDENTIAL" or "PROPRIETARY," and identify the specific lines containing the confidential information. In the event of a request for such information, the CITY will make reasonable efforts to provide notice to CONTRACTOR prior to such disclosure, allowing enough time for CONTRACTOR to seek a protective order, injunctive relief, or other appropriate remedy. If CONTRACTOR contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before CITY's deadline to respond to the CPRA request. CITY shall provide CONTRACTOR with all reasonable assistance, at CONTRACTOR's expense, in obtaining such protections. If CONTRACTOR fails to obtain such a remedy before the deadline for CITY's response to the CPRA request, CITY will disclose the requested information and shall not be liable or responsible for such disclosure. D. SOFTWARE LICENSE TERM D.1 The term of this LICENSE AGREEMENT, and of the LICENSE granted hereunder, shall commence upon installation of the SOFTWARE at CITY's fire stations and shall continue until this LICENSE AGREEMENT is terminated (the "TERM"). D.2 CONTRACTOR may terminate this LICENSE AGREEMENT and the LICENSE in the event of any failure by CITY to comply with the terms or conditions of this LICENSE AGREEMENT by giving written notice of such failure to CITY. Such notice shall provide a period of thirty (30) working days for CITY to cure the failure. In the event CITY does not cure, then CONTRACTOR may immediately terminate this LICENSE AGREEMENT by providing written notice to the CITY of such termination. Upon such termination, CITY shall immediately cease fiuther use of the SOFTWARE and will cause all copies of the SOFTWARE to be destroyed or returned to CONTRACTOR. Upon such termination, CONTRACTOR shall refund to CITY any moneys which have been paid by CITY to CONTRACTOR in advance for services which CONTRACTOR has not performed pursuant to this agreement. D.3 CITY may terminate this LICENSE AGREEMENT and the LICENSE at any time by giving written notice thereof to CONTRACTOR and by destroying or returning to CONTRACTOR all copies of the SOFTWARE. DA Upon any termination or expiration of this LICENSE AGREEMENT, an authorized representative of CITY shall certify in writing to CONTRACTOR that all copies of the SOFTWARE which were the subject of the LICENSE have either been destroyed or returned to CONTRACTOR as required above. REV: 05-25-1715 Page 12 of 17 ATTY/AGR.2017.120lTelecommunications Engineering Associates