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SOFTWARE LICENSE AGREEMENT <br /> <br /> 1. Grant of Ri.qht. TRILON grants City the irrevocable right (subject to <br />termination for non payment under the Agreement) to use Proprietary Trilon <br />Software with the System created and installed by Supplier. City acknowledges <br />that the System includes Proprietary Trilon Software products. This License <br />Agreement is the only License Agreement between Trilon and City and <br />supersedes any prior provision in any prior agreement that may have addressed <br />the licensing issue. City may take whatever steps necessary including the <br />copying of the written documentation that accompanies the Trilon Software and <br />actual archival copies of the Software itself, in support of City's authorized use of <br />such Software. City shall return same upon termination of this License. <br /> <br /> 2. Restrictions. City may neither rent, nor lease, nor otherwise transfer <br /> the Software without the express written permission of Trilon. City may not <br /> decompile, disassemble, reverse engineer, copy, create a derivative work, or <br /> otherwise use Software except for the express purpose of operating the System <br /> as is contemplated by the parties under the underlying purchase Agreement or <br /> as is otherwise stated herein. City is authorized to use the Software only and <br /> within the ShotSpotter System (the Gunfire Location System) purchased by the <br /> underlying Agreement. Provided, however, that nothing herein shall prevent the <br /> City from entering into a Reimbursement Agreement with the County of San <br /> <br /> C-1 <br /> <br /> EXHIBIT "C'~ <br /> Agmt-080 <br /> Shared/shared/Redwood/Council <br /> FXS:rg <br /> 07/21/97//07/28/97 <br /> <br /> <br />