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Agreement between Visiphor Corporation and C/ty of Santa Ana (Exhibit E] <br />Visiphor Corporation <br />Software License Agreement <br />1. PURPOSE <br />This software license agreement (the "License Agreement") sets forth terms and <br />conditions under which Visiphor Corporation ("VISIPHOR") will license software to the <br />City of Santa Ana (the "Customer"). <br />2. DEFINITIONS AND INTERPRETATION <br />2.1 In this License Agreement, except as otherwise expressly provided or as the <br />context otherwise requires capitalized words and terms have the meaning ascribed to <br />them in the Agreement, <br />Agreement means the Primary Agreement between VISIPHOR and the Customer dated <br />2006, and <br />Software means Visiphor's Inforce Arrest and Booking ([FAB) product. <br />License has the meaning set out in Section 3.1. <br />3. LICENSE AND COPYRIGHTS <br />3.1 Subject to the terms and conditions of this License Agreement and payment of the <br />applicable license fee, VISIPHOR hereby grants to the Customer, and the Customer <br />hereby accepts, a royalty free, non-exclusive license (the "License") to: <br />(a) use the Software provided by VISIPHOR solely for its internal business <br />purposes, and <br />(b) use the Data Mappings developed and provided by VISIPHOR solely for <br />its intemal business purposes, and <br />3.2 The Software is owned by VISIPHOR. It is proprietary to and contains trade <br />secrets and Intellectual Property of VISIPHOR. <br />3.3 The Data Mappings are owned by VISIPHOR. They are proprietary to and <br />contain trade secrets and Intellectual Property of VISIPHOR. <br />3.4 Title to any DLL Object Code originating from VISIPHOR, including all <br />versions, releases, updates, fixes, modifications, maintenance and derivative work will at <br />all times be owned by VISIPHOR. <br />3.5 The Software is protected by the Intellectual Property laws and regulations <br />applicable generally in all countries. In case of any attempt at seizure or any questioning <br />of VISIPHOR's rights, the Customer will immediately inform VISIPHOR and, at <br />VISIPHOR's expense, protest the seizure. bektetl: ~firo~nwe j <br />Confidential Paget 170~J2006 <br />Ciry of Santa Ma-ExhibitE CopYnBh[®200fi-Visiphor Coryomfion <br />