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<br />..,-1 "A.JIf06n~. '" 'WI N-2000-1 19
<br />IIFI CI rt::1/j. ~t'Ulr INSURANCE NOT REQumi:.uiw",""
<br />Information CDmpany WORK MAY PROCEED CJ)
<br />Mitchel/Repair Information Company 9889 Willow Creek Rd San Diego CA 92131 CLERK OF COUNCIL
<br />DATE: t ~ /~-tJ,) (.:
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<br />END USER LICENSE AGREEMENT
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<br />(11''/
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<br />This END USER LICENSE AGREEMENT (the "Agreement") is entered into as of the Effective Date (as defined on the signature page
<br />hereto) by and between MITCHELL REPAIR INFORMATION COMPANY ("Mitchell"), and:
<br />
<br />CITY OF SANTA ANA (a charter city & municipal corporation)
<br />20 Civic Center Plaza
<br />P.O. Box 1988
<br />Santa Ana, CA 92702
<br />
<br />("End User"), with respect to the following facts:
<br />A. End User desires delivery of a Mitchell Computerized Repair Information Systems (the "System") as indicated in Section 3 of
<br />this Agreement
<br />NOW. THEREFORE. for valuable consideration. receipt of which is hereby acknowledged, the parties agree as follows:
<br />I. Term. The term of this Agreement shall commence upon the date of execution of this Agreement by Mitchell ("Effective Date")
<br />and shall remain in full force and effect for either twelve (12), twenty-four (24) or thirty-six (36) months as defined as "Term" on the Order
<br />Form attached hereto. This Agreement may be renewed by End User for successive twelve (12) month terms at the end of the initial term and
<br />on each anniversary of the Effective Date thereafter. unless Mitchell declines to renew, by giving notice in writing to the End User at least
<br />thirty (30) days prior to the anniversary of the Effective Date. Termination of this agreement shall not terminate End User's obligations under
<br />Sections 2, 4. 5. 8, 9, 10 and ] L
<br />2. License. Subject to the terms and conditions of this Agreement, Mitchell grants to End User a nonexclusive and non-trnnsferab]e
<br />license to use the System. The System may be used solely (I) by End User, (I]) for the purpose of accessing data on the System, (1I1) or
<br />conducting shop management Mitchell shal] retain title at all times to the System, and End User shall have no rights therein except to use the
<br />System as set forth herein (End User may continue to use the System upon expiration of their System subscription, except as a result of an
<br />Agreement breach by End User). Upon expiration of the system subscription, End User will not be entitled to technical or content support.
<br />3. Mitchell Computerized Repair Information System: Mitchell Computerized Repair Information System selected by End User:
<br />(Indicate all that apply.)
<br />4. Price and Payment Terms. In consideration of the license fee set forth herein, End User shall pay to Mitchell the End User Fees
<br />and any multi-user fees (collectively, the "End User Fees") set forth in the Price List or Order Form incorporated herein in its entirety by
<br />reference. Mitchell may change the Price List at any time during the term of this Agreement or thereafter. The End User Fees du not include
<br />sales, use. excise. or other similar taXes, all of which are the obligation of End User. Mitchell offers multiple payment plans for continuing
<br />service for the second and subsequent years set forth in the Price List or Order Form.
<br />5. Maintenance of Equipment and Software. End User, and not Mitchell, shall bear sole responsibility to obtain. maintain and
<br />operate, or cause to be obtained, maintained and operated at its own expense, all equipment and non-Mitchell software that may be used in
<br />conjunction with the System.
<br />
<br />Mitchell On-Demand
<br />Mitchell On-Demand for Transmissions
<br />Mitchell On-Demand Truck Edition
<br />_ Mitchell Mechanical Parts and Labor Estimating
<br />_ Mitchell Management Solutions: Series 1/1ll2000
<br />
<br />_ Other (Specify)
<br />
<br />6. Confidentiality, (ProDrietarv Ril!.htsl End User acknowledges that the System, comprises information which constitutes a trade secret of
<br />Mitchell in which Mitchell has a proprietary interest End User therefore agrees that no portion of the information constituting the System
<br />will be disclosed to others, copied, reproduced, disseminated, broadcast, displayed, reverse engineered, disassembled, compiled or used for
<br />any purpose or purposes other than as specifically contemplated by this Agreement in paragraphs" A" and "2" above. End User shall exercise
<br />its best efforts to protect the System and to prevent its dissemination to unauthorized persons. Furthermore, End User shall not assign, pledge.
<br />sublicense or permit any other use of the System without obtaining the prior written consent of Mitchell, which consent may be withheld at
<br />the sole discretion of Mitchell. End User shall immediately return to Mitchell all System discs and other information together with all copies
<br />and derivatives thereof immediately upon the (I) receipt of replacement discs or information and a return request statement, or (ii) termination
<br />of this Agreement.
<br />7. Mitchell System Modification. Mitchell reserves the right to make changes in rules of operation, security measures,
<br />accessibility, procedures, types of terminal equipment, types of system equipment, system progranuning languages and any other matters
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