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<br />. A-2002-032
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<br />3545 Long Beach Blvd. Long Beach, CA. 90807
<br />www.laserfiche.com
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<br />Compulink Management Center, Inc.
<br />3545 Long Beach Blvd
<br />Long Beach, California 90807
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<br />TERMS AND CONDITIONS
<br />THIS AGREEMENT is made on the above License Date by Compulink Management Center, Inc. ("Licensor") duly organized and
<br />existing under the laws of the State of California, having its principal place of business at 3545 Long Beach Blvd., Long Beach,
<br />California 90807, and City of Santa Ana, 60 Civic Center Plaza, Santa Ana, CA. 92702, a charter city and municipal corporation duly
<br />organized and existing under the Constitution and laws of the State ofCahfomia "Licensee" as designated above.
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<br />THEREFORE, "Licensor" and "Licensee" do hereby agree as follows:
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<br />I. Licensed Software. In this Agreement and any Schedule(s) attached to it, "Software" shall mean the computer programs in
<br />executable object code which constitute the LaserFiche System; all user Documentation related to such programs; and all
<br />updated or modified versions of such Software and Documentation delivered from time to time pursuant to this Agreement.
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<br />License. Licensee shall pay Licensor the Total Due, per Sales Order 2002.[ 0 and 2002-27, collectively Exhibit A, attached
<br />Here to and incorporated herein by reference. All freight, transfers, ;nsurance, di.lties, or other transportation and shipment
<br />expenses shall be borne by Licensee F.O.B manufacturer's point of shipment, as shall all taxes and government impositions,
<br />incluclmg sales or use taxes. In consideration of Licensee's payment, and subject to the terms and conditions in this Agreement,
<br />Licensor grants Licensee a non. transferable, non-exclusive license to install and use the specified Number of Copies of the
<br />Software at Licensee's Equipment Site. Licensor retains title of the Software. Licensee shall be entitled to make one backup
<br />copy of the Software for the use in the event ofloss or damage to the original copy of the Software. This Agreement shall
<br />terminate upon breach of any term or condition of this Agreement. Upon termination, Licensee shall destroy or return to
<br />Licensor the Licensed Software and all copies of it
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<br />Training. As part of the Total Due by Licensee to Licensor, Licenses shall be entitled to receive 12 days of training and
<br />emergency on-site trouble shooting. Licensee shall schedule the dates with one day advance notice to Licensor. Notice must be
<br />provided in writing to Licensor by 12 noon the previous day scheduled.
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<br />Source Code. The source is not provided as part of the Software, and Licensee shall not reconstitute the source code from the
<br />object code. Any attempt by LIcensee to reconstitute the source code shall be deemed a breach of this agreement. If Licensor
<br />cannot provide Technical Support for the Software due to insolvency, other business interruption, or cessation of marketing the
<br />Software, and, as a result, Licensee is prejudiced, Licensor shall make a copy ofthe current source code available to Licensee
<br />for its sole use in supporting the Software, without any right to further sublicense its use. Licensee in turn agrees that the
<br />source code for the Software is an extremely valuable trade secret and that Licensee will take all reasonable actions in
<br />accordance with Section 7 to preserve its trade secret status. When the circumstances giving rise to Licensee's acquisition of the
<br />source code have abated, Licensee shall return all copies of the source code in its possession and certify that no copies have been
<br />made or that all copies have been destroyed.
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<br />As part of the Total Due by Licensee to Licensor, Licensor will provide reasonable telephone support for designated software
<br />during normal business hours from 8:00 a.m. to 5:30 p.m. Pacific Time (excluding weekends and legal holidays); and new
<br />versions and releases of the Software issued from time to time, which mat exchange existing functions or correct minor defects.
<br />Major new functions will be considered options and will not be included under Software Support. For as long as Licensee
<br />continues to pay Licensor the applicable Software Support Fee, and upon receipt of a written detailed report from Licensee,
<br />LicensOl will employ its best efforts to correct any identified substantial nonconformity in the operation of the Software to the
<br />functional specifications in the user Documentation. Licensor's obligation shall not apply if the Software is not a current release
<br />or ifit has been altered in anyway, subjected to malfunctioning computer hardware or abnormal operating conditions, or has
<br />been accidentally damaged. If Licensee requests corrections of such a nonconformity, Licensee shall pay for the time and
<br />expense which Licensor shall have incurred to investigate the nonconformity, at Licensor's rates then in efIect.
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<br />3. Copyright and Patent Indemnity. Licensor will indemnify and hold Licensee harmless and will defend, at its own expense, any
<br />threatened or actual suit against Licensee based upon claim that the Software infringes upon a patent, copyright, trade secret or
<br />any other intellectual property right of any third party in the United States, and will pay any settlement, costs and damages
<br />awarded, subject to Section 10, provided that: (a) such infringement has not resulted from modification of the Software effected
<br />by or for Licenst=e, from combining the software with any other program or data, or from the use of particular release of the
<br />Suftware which has been replaced with a non~infringing release; (b) Licensor is notified in writing promptly of any notice
<br />received by Licensee of any claim or of any threatened or actual suit.; (c) Licensor has the right to control the defense
<br />of any claims, suits or proceedings, and Licensee will not settle any claims ,units or proceedings without Licensor's consent;
<br />and (d) at Licensor's request and expense, Licensor is given sufficient information and assistance by Licensee for the defense
<br />of the claims, suits or proceedings. Following receipt of a notice of any claim or threatened or actual suit, Licensee shall pennit
<br />Licensor, in Licensor's sole discretion and at its own expense, to procure for Licensee the right to continue using the
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<br />~LE 562-988-1688 FAX 562-988-1886
<br />info@laserfiche,com
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