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INSURANCE ON FILE WORT( MAY PROCEED UNTIL INSURANCE EXPIRES O 1. 31 • Z61S , CLERK OF COUNCIL DATE; EXHIBIT A N-2022-138 MAY 1 9 2022 CTRAX SOFTWARE LICENSE AGREEMENT ,A02 �" ��cs �k This agreement, effective as of the date signed by both parties, hereinafter referred to as "effective date," is made and entered into between, JDI Data Corporation, whose address is 100 W. Cypress Creek Rd., Suite 1052, Ft. Lauderdale, FL 33309, hereinafter referred to as "JDI", and City of Santa Ana, a California municipal corporation and Charter City located in Santa Ana, California, hereinafter referred to as "Licensee." JDI and Licensee may collectively be referred to as "parties" and individually referred to as "party." SECTION ONE GRANT OF LICENSE AND LEASE FOR USERS a. JDI grants Licensee a nontransferable, nonexclusive, limited end user license and lease to use the Software identified herein, subject to the conditions of this agreement. b. Legal title to the Software and Software documentation provided under this agreement shall remain in JDI's possession as its sole property subject to Licensee's rights specified in this agreement. c. The Software and Software documentation are provided with restricted use. Use, duplication, or disclosure by the Licensee is subject to restrictions as set forth by JDI, as applicable. SECTION TWO USE OF SYSTEM a. The parties agree that the Software described or identified herein is proprietary to JDI. Licensee agrees that the Software and all related data, whether oral or written, and furnished by JDI under this agreement constitute a valuable asset and trade secret of JDI and are provided for Licensee's exclusive use for the purposes of this agreement and must be held in confidence. b. This agreement shall be limited to the use of the Licensee for purposes of certificate of insurance management for its organization and clients only. Any and all other uses which the Licensee desires to make of said Software must be approved in writing by JDI. Any analysis or programming cost shall be at an additional fee to be negotiated by and between the parties hereto. c. Licensee covenants and agrees not to duplicate or disclose any information provided relative to the Software in whole or In part, or for the use of others, and to protect such information in the same fashion as it protects its own proprietary or confidential information. Licensee will not remove any designation mark from any supplied materials that identifies such materials as belonging to or developed by JDI. SECTION THREE TERM This agreement is for a one (1) year period. Associated fees are usage -based as described in Section Four.