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<br />EXHIBIT A
<br />ROUTESTAR PURCHASE, LICENSE AND MAINTENANCE AGREEMENT
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<br />This RouteSTAR Purchase, License and Maintenance Agreement (hereinafter "Agreement") is made on this day of ,2°- by
<br />and between DATAMATIC.COM, LTD, a Texas ]imited partnership, located at 3600 K Avenue, Texas 75074 (hereinafter referred to as "Datamatic"),
<br />and, City of Santa Ana doing business at 220 S. Daisy, Santa Ana. California 92703, (hereinafter referred to as "Purchaser and/or Licensee").
<br />
<br />RECITALS
<br />
<br />A.
<br />
<br />WHEREAS Datamatic sells computer hardware and licenses, in object fonn on]y, proprietary computer softWan~ as a system, hereinafter referred to
<br />as "System" and provides maintenance on the System; and
<br />
<br />B.
<br />
<br />WHEREAS Purchaser desires to acquire the System and maintenance from Datamatic;
<br />
<br />IN CONSIDERATION of the payment of the deposit, the tenns and conditions of this Agreement, and other good and vaJuabJe consjderation, the receipt
<br />and sufficiency of which is hereby acknowledged, the parties hereto agree as foHows:
<br />
<br />ARTICLE 1 - GENERAL TERMS
<br />
<br />I.
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<br />ASSIGNMENT. The rights and duties of the respective parties may be assigned only with the prior written consent of the nonassigning party.
<br />
<br />2.
<br />A.
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<br />PROPRIETARY INFORMATION.
<br />Definitions. As used herein, the term "Proprietary Infonnation" sha!1mean and include Datamatic's software, software specifications, and software
<br />routines (inc1uding without limitation the display routines, the routines pemlitting alteration in direction and s~quence, and interface routines
<br />permitting the communication of data over telephone Jines), Datamatic's keyboard layout, and the prompting sequences embodied in Datamatic's
<br />softWare. This definition shall extend to Proprietary Infonnation in whatever fonTI such Proprietary lnfonnation lTIay he embodied, including but not
<br />limited to source code, object code, System documentation, System specifications, flow charts and diagrams, photographic representations, and
<br />variations made to Datamatic Software at the request of Purchaser and special adaptations whether designed by Purchaser or Datamatic, or as the
<br />result of the joint effort of Datarnatic and Purchaser.
<br />
<br />The tenn "Proprietary Infonnation" shall not extend to any infonnation, or any embodiment of infonnation, which has
<br />knowledge or is genera1Jy known in the trade.
<br />
<br />become general public
<br />
<br />B.
<br />
<br />Protection of Proprietary Infonnation. The parties hereto agree that a]J Proprietary lnfonnation disclosed by Datarnatic to Purchaser in connection
<br />with this Agreement constitutes the trade secrets and/or confidentiaJ infon11ation of Datamatic, and sha]] be held in trust and confidence by
<br />Purchaser. Purchaser agrees to take reasonable steps to ensure the secrecy of th~ Proprietary Infonnation of Datamaric; such reasonable steps sha1J
<br />include, but are not limited to, the adoption of reasonable security procedures, and notification in writing to persons having access to the Proprietary
<br />Infonnarion that the Proprietary Infonnation embodies the trade secrets and confidential infonnation of Datamatic. and is not to be used or disclosed
<br />wÜhout proper authorization from Datamatic.
<br />
<br />3.
<br />
<br />TRADE NAMES. Purchaser acknowledges that ROUTEST AR, DA T ASWITCH, ROADRUNNER and FIREFLY are proprietary ITade names of
<br />Datamanc.
<br />
<br />4.
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<br />ENTIRE AGREEMENT. Jt is agreed that this Agreement and the Exhibits attached hereto and made a part hereby embody the entire agreement of
<br />the parties in relation to the subject matter hereunder, and that there is no other oral or written agreement or understanding between the parties at the
<br />time of execution pertaining to the subject matter of this Agreement. This Agreement sha]] not be modified except by the written agreement of alJ
<br />parties hereto.
<br />
<br />5.
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<br />GOVERNING LAW. The parties hereto agree that this Agreement is accepted, entered into and enforceable in CoHin County, Texas. This
<br />Agreement shaH be governed by the laws of the State of Texas. To the extent that there is to be a delivery or perfoTIllance of services in connection
<br />with the sale of goods under this Agreement, such services wi!1 be deemed "goods" within the definition of the unifonn Commercial Code.
<br />
<br />6.
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<br />LEGAL CONSTRUCTION. In case a.ny one or more of the provisiom contained in this Agreement sha]] for any reason be held to be invalid,
<br />il1egaJ, or unenforceable in any respect, such invalidity, illegality, or unenforceability shaI1 not affect any other provision thereof, and this Agreement
<br />shalJ be construed. as if such invaiid, iIJegai, or unenforceable provisions had never been contained herein.
<br />
<br />7.
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<br />FORCE MAJEURE. Neither party hereto shaH be in default by reason of any failure of its perfonllance under this Agreement if such failure results,
<br />whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, act of the public ~nemy, war, civj] disturbance, act of
<br />government, de jure or de facto, or any agency or official thereot~ Jabor shortage, transportation contingencies, unusuaHy severe weather, defauJr of
<br />manufacturer or a supplier or subcontractor, quarantine. restriction epidemic, or catastrophe, Jack of timely instructions or essential infom1ation from
<br />the other party. The occun-ence of any event enumerated herein shall extend pClfonnance required under this Agreement by the amount of de1ay
<br />occasioned by such occun-ence.
<br />
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