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LASERFICHE®
<br />
<br /> A-2003-047
<br />
<br />3545 Long Beach Bivd, Long Beach, CA, 90807
<br />www, laserfiche.com
<br />
<br />Compulink Management Center, Inc.
<br /> 3545 Long Beach Blvd Suite 110
<br /> Long Beach, California 90807
<br />
<br /> TERMS AND CONDITIONS
<br />THIS AGREEMENT is made on the above License Date by Compolink Management Center, Inc. ("Licensor") duly organized a~d
<br />existing under the laws of the State of Callfomia, having its principal place of business at 3545 Long Beach Blvd. Suite 110, Long
<br />Beach, California 90807, and City of Santa Ana Police Department, 60 Civic Center Plaza, Santa Aha, CA. 92702, a charter city and
<br />municipal co~>oration duly organized and existing under the Constitution and laws of the State of California "Licensee" as
<br />designated above.
<br />
<br />THEREFORE, "Licensor" and "Licensee" do hereby agree as follows:
<br />
<br />1. 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
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<br />License. Licensee shall pay Licensor the Total Duc, per Sales Order 10053, collectively Exhibit A, ailached
<br />Here to and incorporated herein by r~ference. All freight, transfers, insurance, duties, 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 />including 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 thc Software. Licensee shall be entitled to make one backup
<br />copy of the Software for the use in the event of loss or damage to the original copy of the Software. This Agreement shall
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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 tsaining 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 T~chnical Support for the SofBvare due to insolvency, other business interruption, or cessahon of marketing the
<br />Software, and, as a result, Licensee is prejudiced, Licensor shaft make a copy of the 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 tarn agrees that the
<br />source code for the So~vare is an extremely valuable trade secret and that Licensee wi)l take all reasonable actions in
<br />accordance with Section 7 to preserve its trade secret status. When the circumstances giving dee 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.
<br />
<br />As par~ 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
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<br />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 intelleetoal prop~ right of any third pm'W in the United States, and wilt pay any settlement, costs and damages
<br />awarded, subject to Section 10, provided that: (al such infringatoent has not resulted from mmtification of the Software effected
<br />by or for Licensee, from combining the software with any other program or data, or from the use of particular release of the
<br />Soi2ware which has been replaced with a non-infringing release; (b) Licensor is notified in wftting 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 tb~ claim~, suits or proceedings. Following receipt of a no~xce of any claim or thmateaod o~ actual suit, Licensee shall p~rmit
<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 />TELE: 562-988-1688 FAX: 562988-1886
<br />info@laserfiche.corn
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