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3. TIME OF PERFORMANCE Contractor's software and services shall begin the day P.O is issued and continue for I year and shall be delivered and completed in accord with EXHIBIT 1. 4. COMPENSATION AND METHOD OF PAYMENT Contractor's software and services shall begin the day P.O is issued and continue for I year and shall be delivered and completed in accord with EXHIBIT 1. 5. SOFTWARE SPECIFICATIONS AND DOCUMENTATION The Software is described in the specifications (the "Software "Specifications") attached to this Agreement as EXHIBIT 1, Software Description and Documentation. 6. EQUIPMENT SPECIFICATIONS Contractor's equipment specifications are attached to this Agreement as EXHIBIT 1, Equipment Specifications. Contractor warrants that the Software will be compatible with and function with the Equipment specified in EXHIBIT 1. 7. GRANT AND SCOPE OF LICENSES A. Licensed Software (I) Promise Professional Suite ("Licensed Software"). Subject to the terms and conditions contained in this Section 7, Contractor hereby grants to City a non-transferable, non- assignable, non-exclusive, perpetual license to internally use the Licensed Software at City's designated site, by I user. (2) Scope of Use. Any use of the Licensed Software by a third party who is not an employee of City shall require the written approval of Contractor. Contractor, at its sole discretion, may require such third party to execute appropriate licensing agreements as Contractor deems necessary. (3) Ifthere is a disaster or other emergency that requires the temporary use of the Software on computers or equipment owned by third parties outside the scope of this license, the City or such third parties may use the Software on such other computers or equipment at a City site or at a site owned by a third party, including "hot-sites" operated by City's disaster recovery vendors. "Hot-sites means copies ofthe Software which (I) are loaded, together with any corresponding data, onto the applicable system to provide backup and (2) which shall not be used by City at the same time as the original Software. (4) The software is proprietary to ECT and others. Unauthorized copying, reverse engineering, decompiling, disassembling, and creating derivative works based on the software are prohibited. ECT AND OTHERS RETAIN OWNERSHIP AND TITLE TO THE PROPERTY. LICENSEE MAY NOT MODIFY OR ENHANCE THE SOFTWARE WITHOUT ECT'S PRIOR WRITTEN APPROVAL, AND ANY SUCH MODIFICATIONS OR ENHANCEMENTS SHALL BE CONSIDERED THE SOLE PROPERTY OF ECT. (5) LICENSEE shall have the right, not withstanding the limitation in section 2.1 above,