TIBURON (FORMERLY COMPUDYNE - PUBLIC SAFETY - SOFTWARE LICENSE) 2006

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• only to the extent, specifically authorized by CompuDyne. The Licensee shall not, and shall not permit any other party to, disassemble, de- compile or reverse - engineer any Licensed Application or any Sublicensed Application. (e) The Licensee shall not use any Licensed Application or any Sublicensed Application, and shall not permit any third party to use any Licensed Application or any Sublicensed Application, for processing data of any entity other than the Licensee. 3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, CompuDyne shall at all times retain all right, title and interest in and to each Licensed Application and all copies thereof (whether or not permitted), including all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto (whether or not developed by CompuDyne). By this Agreement, the Licensee hereby assigns to CompuDyne any and all rights it may have or later acquire to any and all Derivative Works (whether or not developed by CompuDyne). 4. Term and Termination 4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i) it has been fully executed by duly authorized representatives of both parties, and (ii) CompuDyne's receipt of written notification from the Licensee that any certification or approval of this Agreement required by statute, ordinance, or established policy of the Licensee has been obtained. 4.2. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3 hereof. 4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days •prior written notice to CompuDyne of its intent to do so. CompuDyne may terminate this Agreement immediately if the Licensee breaches any material provision of this Agreement. 4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the Licensee hereunder shall be revoked. Upon termination of this Agreement, (a) the Licensee shall return to CompuDyne, within ten (10) business days of such termination, all CompuDyne Confidential Information and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment other documents or property relating thereto and all copies of any of the foregoing (in whatever medium recorded); (b) the Licensee shall discontinue all use of the Licensed Applications and the Sublicensed Applications; and (c) the Licensee shall certify in a written document signed by an authorized representative that the material specified in the preceding clause (a) has been returned to CompuDyne, that all copies of the Licensed Applications and the Sublicensed Applications have been permanently deleted or destroyed, and that all use of the Licensed Applications and the Sublicensed Applications has been discontinued. The expiration or termination of this Agreement will not relieve the Licensee of its obligations under Section 6 hereof regarding CompuDyne Confidential Information. 5. Limited Warranties and Liability 5.1. Warranty. THE LICENSED APPLICATIONS ARE LICENSED "AS IS ". NO EXPRESS OR IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS SOFTWARE LICENSE AGREEMENT. 5.2. Limitation of Liability. NEITHER CompuDyne NOR ANY PERSON ASSOCIATED WITH CompuDyne SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF CompuDyne HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT •LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS. THIS CLAUSE SHALL SURVIVE THE FAILURE OF Page 4 of 10 Software License Agreement 92005 CompuDyne — Public Safety &Justice, Inc.