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'-' ...., Santa Ana Police DepartmentllWS Agreement, Page 2 IWS grants to BUYER, subject to the terms of this Agreement, a nonexclusive and nontransferable license to use the software listed in the IWS Proposal, Exhibit-A to this Agreement (System Software). Software means computer programs in object code format only, (or, if an interpreted language, the source code itself but to be used on a runtime only basis), together with any manuals. (b) RESTRICTIONS ON USE BUYER agrees to use the System Software only for its own business and may not sell or resell any of the System Software or any rights to use the System Software. (c) MODIFICATIONS; REVERSE ENGINEERING BUYER agrees that only IWS has the right to alter, enhance or otherwise modify the System Software. BUYER agrees not to disassemble, decompile or reverse' engineer the System Software or to allow another party to do so. (d) PROPRIETARY RIGHTS BUYER acknowledges that IWS retains all title to the System Software. BUYER is neither the owner of the System Software nor any copies thereof, but is licensed (pursuant to this Agreement) to utilize the System Software for the purpose of maintaining a Booking & Suspect Identification System. 3. Installation ofthe System (a) INSTALLATION RESPONSIBILITY -- BUYER (I) BUYER is responsible, for providing access to, and preparation of, the installation site(s) as described in the Installation Procedures set forth in Exhibit-B of this Agreement. BUYER also agrees to complete these preparations at least five (5) days prior to the date installation of the System commences and confirm that all site(s) are ready for installation to IWS. (2) Any and all internal electrical work required as part of the installation (new circuits, switches, etc.) will be the responsibility of BUYER. It is BUYER's responsibility to ensure that all electrical work meets any and all applicable building and safety codes. (b) INSTALLATION RESPONSIBILITY -- IWS (I) IWS will be responsible for the delivery and installation of the System, including computer server, workstation(s), imaging equipment (camera, remote pan & tilt, etc.), printers, and miscellaneous hardware and all software. The installation will be in accordance with Exhibit- B of this Agreement. (2) Installation will commence in accordance with the Project Schedule, Exhibit-C. (3) Installation of the System Hardware is completed when the hardware is functioning in accordance with the manufacturer's specifications. Installation of the System is complete when IWS completes functional hardware and software testing and states in writing to BUYER that the System has been successfully installed.