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Agreement between V/s/phor Corporation and C/ty of Santa Ana [Exhibit E] 3.6 All Customer documentation is copyrighted by VISIPHOR. The Customer, and its Permitted Sublicensees, may make a reasonable number of copies of such documentation solely for their internal use by their own employees and contractors. 3.7 The Customer agrees to preserve the trademarks or any logos belonging to VISIPHOR and its partners contained on all customer documentation, in the Softwaze and on any media supplied by VISIPHOR containing the Software. This License gives the Customer no rights over the trademarks or logos of VISIPHOR or its partners. 4. PATENTS, INFRINGEMENT 4.1 The title and all Intellectual Property related to all software applications originated or prepared in the performance of this Agreement by VISIPHOR and its employees and Subcontractors, including the Software, will be the property of VISIPHOR. 4.2 VISIPHOR will fully defend, indemnify and hold harmless the Customer, the affiliates and assigns of the foregoing and their respective directors, officers, public officials, employees and agents from and against any Loss resulting from any Claim that the Software (including the Source Code) infringes a valid Canadian or U.S. patent or any valid copyright, trademark or other intellectual property right enforceable in Canada or the U.S. arising from the possession or use by the Customer of the Softwaze or such deliverables in accordance with this License Agreement, provided that the Customer notifies VISIPHOR of that Claim promptly after the Customer receives notice thereof, V ISIPHOR is given sole control over the defence and settlement of Claim, the Customer provides such assistance in the defence and settlement of the Claim as VISIPHOR may reasonably request (at VISIPHOR's expense) and the Customer complies with any settlement or Court order made in connection with such Claim. If such a Claim is made VISIPHOR will either: (a) use commercially reasonable efforts to procure for the Customer the right to continue to use the Software at no additional cost and as contemplated in the License Agreement or any sublicense granted thereunder; or (b) provide the Customer at no additional cost with anon-infringing version of the Software that has substantially similar functionality as the infringing Software without materially detracting from its overall functionality. Notwithstanding the foregoing, if, after making best commercial efforts for no less than 60 calendar days to take the actions set forth in (a) and/or (b) above, VISIPHOR determines in consultation with the Customer that such actions aze not commercially feasible, then it will have the right to terminate all of the Transaction Documents immediately upon written notice to the Customer. In that event VISIPHOR will immediately refund to the Customer the amount paid by the Customer to VISIPHOR under the Transaction Documents and the Customer will immediately terminate all sublicenses it has granted. Any monies payable to the Customer as a result of any such Deleted: 16/07/2006 Confidential Page3 17!07/200 Ciry of Santa Ma-ExbibitE Copyright®2006-Visiphor Corporation