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<br />06/ 0/ 004 09:20 FAX 603 643 6808
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<br />GDT
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<br />GOVERNMENT LICENSE AGREEMENT
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<br />By executing the Government License Agreement ("the Agreement"), Geographic
<br />Data Technology, tnc. ("GDT") and the customer named therein ("Licensee") agaee
<br />to the following lerms:
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<br />I . Grant of License GDT hereby grants to Licensee and Licensee hereby accepts
<br />a license ("License") for
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<br />(3) a non-transferable. non-exclusive. perpctual license to use. for its own intemal
<br />purposes the Product(s) for the number ofllscrs as desclibed on page I of this
<br />Government License Agreement. A use) is defined as anyone or any device
<br />having access to the data, even if only for occasional use.
<br />
<br />(b) a non-perpemal Internet license for use of the Product. Intemet usage of data is
<br />permitted for "Web Locator" applications, where the general public may enter a
<br />'mgle address in order to locate themselves, or tile llearest objecl of iDlerest.
<br />Within Ihese applications, data and any derived results may be published as
<br />bitmaps with the appropriate copyright information. Users of Licensee's website
<br />will have the ahility to enter a single address, or telephone number to locale
<br />Licensee's customer's servlcc or buslIless locations. GDT's latttude and
<br />longilnde coorùinates, address range, ZlP+4 and Census attribute data shall be
<br />protected and shalf not be eX1l'actable. No oIher p,'oduct generated from the
<br />Product shall be disclosed, liœnsed or sold, in whole or in part. to any third
<br />party, without GDT's exprcss wriuen pcrmission.
<br />
<br />2. Limitations to I.iccnsc Licensee is granted a license to use the Product(s)
<br />provided, or any derivation thereof, solely in its Internet-based products and services
<br />aod for Ibe imema! plltpO$CS of thc Liccmice al tbe .sile ¡denlWed above. Other tben
<br />as granted above, no part of the Product(s), Or any derivation thereof, shall be
<br />disclosed to tlmd palties, used for the bencfit of Ihird parties or used in an Intemet,
<br />Automatic Vehicle I.ocation (A VL) or Location.Based Services application. other
<br />than is spccifically set forth in this Agreement. Further, the use ofProduct(s) or their
<br />derivatives is Slriclly prohibited in ill! On. board Navigalioll System. For Ibe potposes
<br />of this Agreemem, an "On-board Navigatiou System" includes one or more of the
<br />following componems installed in or on a vehicle: (a) a storage medium to store al
<br />least a portion of lIIe Product(s) 01' a certain database derived therefrom, (b) a
<br />gyroscope, or (c) a device to detect the wheel rotation of a vehicle.
<br />
<br />Any product or services generated from the Product(s) shall not be disclosed,
<br />licensed or sold, in whole or in part, to any third palty, withouI GDT's express
<br />wrltlen pem1ission. L.cen.see shallu01 in any case, disclose, license. or sell reports,
<br />produCts or scrviees where such will be used or incorporated imo products or scrvices
<br />that actUally or potemially compete with products, data Or services of GDT.
<br />
<br />3. COÐvine the Product or Documentation Other than copies for backup alUl
<br />archival purposes, Licensee shall make no copies of the Product. Or any part thereof,
<br />without the express written consent of GOT. Other than copies for internal use only,
<br />Licensee shall not distribute copies of the Documentation, or any pan lIIereof.
<br />without the express wliuen consent of GDT. Documentation shall be defined as any
<br />iuformation about the Product distributed with the Product, including but not limited
<br />to User Guides, Release Notes, metadata, or derivatives. All copies made shaH
<br />remain the property of GDT under Ihe terms oftJlis Agreement.
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<br />Licensee acknowledges the valuable properly rights of GDT in the Product and
<br />Documentation. All copies of any media containing the Product or Documentation or
<br />paris thereof shall have Ihc foUowing notice;
<br />
<br />"NOTICE
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<br />@ 200- Geographic Data Technology. Inc. All rights reserved. This material is
<br />propriCtary and the subject of ropyriglu protection and other intellectual property
<br />rights owned by or licensed to Geographic Data Technology, Inc. The use of this
<br />material is subject to the terms of a License Agreement. You will be held liable for
<br />any unauthorized copying or disclosure of this materiaL"
<br />
<br />4. Prollrletarv Rll!kts ami Confidentialitv The ProduCt(s) is and contains the
<br />copyrigheed and trade seCfet propeny of GDT. GOT retains all rights no! expressly
<br />granted to Licensee. Licensee ag.-ecs not to exiract data from or publish OJ' to allow
<br />any third parey to extract data from Or publish any part of the Product(s) withoutlhe
<br />prior wrinen consent of GDT. Licensee shall not disclose the terms of or activities
<br />contemplated by this Agreement without the prior wriuen approval of GDT. Licensee
<br />acknowledges thai the Product(s) and any oilier information disclosed by GDT to
<br />Licensee in cmljuuction with the ProduCI(S) is secret and of substantial value 10 GOT
<br />which value =y be lost if Ihe secrecy of such information is not main!IIÌned.
<br />Licensee agrees to exercise no less Ulan the same degree of care that Ì[ exercises, or
<br />in the observance of reasonable care should exercise, with respect to its owu
<br />confidential and proprietary informaûon of equal importance to it. The provisions of
<br />this section 4 shaH survive the expiraÜon aud termination of tbis Agreement.
<br />
<br />5, !.ill£ Title to the Product(s) remaius witll GDT. Licensee sllall onty have Ihe
<br />rights expressly granted under section I above.
<br />
<br />6. Warranties GOT wa11'an!s that it owns or has U,e full right and authority to
<br />license the Prodnct. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
<br />GDT DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES
<br />REGARDING THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />
<br />7 Licen~e Fee Licensee shaU pay GOT the License Fee(s) as set forth on page I
<br />of this Government License Agreement for Ihe use of the Product(s). All fees tllldcr
<br />this Agrecment are payable within thiny (30) days fTOm receipt of billing. Fees
<br />Rev, 6/200...1UJiÞ..4.... GDT CONFIDENTIAL
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<br />CA.08,ûP
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<br />outstanding mOfe than thirty (30) days from their due date are subject to a two
<br />perccnt (2%) per month late fee charge.
<br />
<br />8. Term of Aeceement The term of this Agreelne"! is for onc (J) year ("'mllal
<br />Term"). The term will be extended in one (l) year increments (each a "Renewal
<br />Term", collectively "the Term") if Licensee provides GDT with a Purchase Order
<br />by the Anniversary Date of the Agreement in order to receive subsequem
<br />shipments of lhe Producl(sj at the lenDS comained herein. Licensee shall have
<br />perpetual use of the Product(s) for internal use. Interne[ usage is nou-perpetual
<br />and must be renewed on an annualhasis.
<br />
<br />9. Termination Licensee may termin.'IIe this Agreement in the event of a
<br />material breach ofthis Agreement hy GDT. GDT may terminate tIns Agreement
<br />in the event of a material breach of lIIis Agreement by Licensee. Upon any
<br />termination of this Agreement, Licensee shall: (a> immediately return to GDT or
<br />destroy all copies of lIIe Product(s) in its possession; (b> cease all use of the
<br />Product(s) or auy derivation thereof; and (c) if requested, provide GDT with an
<br />affidavit signed by an officer attesting that the tenns of this Termmatlon clal1se
<br />have been met. In IIle event that IIlis Agreement is terminaled for any reason othe,
<br />Ihan GDTs material breach of Ihis Agrocmcnl, Licensee ..h.11 pay 10 GDT, within
<br />ten (10) days after the datc of such tennu1ation, an amount equaJ to the License
<br />Fees as set folth in Governmenl License Agreemcnt for the remainder of Ihe Term.
<br />
<br />10. Inspection RiI!:bls During the one (I) yeat period after Ihis Ag,eemem lIas
<br />been terminated pursuant to Article 8 hereof, GDT shall have the right to inspect
<br />the Licensee's computer systems to confirm compliance with Article 8 hereof
<br />upon reasonable prior notice to Licensee.
<br />
<br />I I. Sales and Use Taxes Licensee shall be solely responsible for any sales or
<br />use laxes which may be levied as a result of lIIis Agreement.
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<br />12. Compliance with United Stales ExtlOrt Control Laws and Rel!ulatlons
<br />GDT and the Product(s) are subject to regulation by Uniteù States government
<br />agencies, which prohibil export or diversiott of the Product(s), information abolll
<br />the Product(s), and derivatives of thc Product(s) to certain couniries and cert.'Ún
<br />persons. Regardless of any disclosure maùe by Licensee to GDT, and in
<br />consideration of GDT entering into this Agreement, Licensee represents and
<br />warrants that Licensee will not export in any manner, either di,'ectly or indirectly,
<br />any of the Product(s) or derivativcs of the product(s) without first obtaining an
<br />necessary approvals from appropriate Untted Slates government agencies.
<br />Licensec acknowledges tl1at regnlalÌOII of expol1s is in continuous modification by
<br />the United States Congress and administrative agencies, and agrees to complete all
<br />documents and to meet all requiremellls arising out of such modifIcations.
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<br />13. 1I.S. Gllvernment ReslrlctedlI.lmlted Rillhlç Any software,
<br />documentatton andlor data delivered hereunder is subject to the term of the
<br />License Agreement. In no event shalllhe Governmem acquire greater than
<br />RESTRICTEDlUMITED RIGHTS. At a minimum, use, duplication, 01'
<br />disclosure by the Government is subjeCt to restrictions as set forth in FAR
<br />§52.227-14 Alternates I,ll and III (11IN 1987); FAR §52.227-19 (JUN 1987)
<br />andlor FAR § 12.211112.212 (Commercial Technical Data/Computer Sof[ware);
<br />and DFARS §252.217-7015 (NOV 1995) (Tee/mical Dala) and/or DFARS
<br />§227.7202 (Computer Software) as applicable.
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<br />14. SuP )orl And M )lnteøance GOT shaJJ SUPP0l1 thc Prodncl{s) for tl»'ee (3)
<br />years after the date of release. GOT sltalluse its best effotts to (i) promptly
<br />con'eel major defects in the Product(s), and (ii) corrcctminor or ordinary defects
<br />by the neXl general commercial release of the Product( s) J .
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<br />15. ReDlaeement Policv GDT will replace defective or unreadable media at 110
<br />charge provided GDT is uotified willlin thirty (30) days of the olÌginal invoice
<br />date. Replacements requested after this time will be subject to a fee, not to exceed
<br />fiftccn perccnt (15%) of original invoice.
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<br />16. Publicily. If cilber parry wishes loi..uea press release tJfengage in
<br />marketing activities in conneCtion with the activities contemplated in this
<br />Agreement. such releases will be subject to prior review and wrillen approval of
<br />tlte other party, which shall not be unduly withheld.
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<br />17. Gllverniœ Law This Agreement shall be construed and interpreted in
<br />accordance with the laws of the State of California.
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<br />18. Notices An notices and communications required or permitted under Ihis
<br />Agreement shall be in writing and shall be sent by mail Of by facsimile
<br />transmission ("Fax") with confirmed answe,. back, to Licensee at their addre5-s set
<br />fOl1h on page I of this Agreement 01' 10 such other address as Licensee may from
<br />time 10 time specify by notice to GOT.
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<br />19. Effective Dote Tlte Effective Date of this Agreement is set forth on page 1
<br />of Ihis Govemrnen! License Agreement
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