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Site License <br />In consideration of the payment of license fees, Abbey Group Consultants <br />grants to the City, and the City hereby accepts, subject to the terms and <br />conditions of this Agreement, anon-exclusive, non-transferable, perpetual <br />Site License to use the Abbey Group Consultants' Jail • Corrections <br />Management System and included interfaces (herein referred to as "Licensed <br />Software and Interfaces") subject to the following terms and conditions. This <br />license is valid on any existing or replacement equipment owned, operated or <br />leased by the City. <br />2. This License-to-use shall also apply to all future error fixes, updates, new <br />releases, and any other code or derivative works thereof that are prepared by <br />the Abbey Group Consultants and released to the City under the terms of the <br />Computer Software Support Agreement <br />3. Scope of Rights. The City may: <br />1. Install the Licensed Software and Interfaces in the City's facility. <br />2. Use the Licensed Software and Interfaces for purposes of serving the <br />internal needs of the City's business. <br />3. Make copies of the program(s) in machine-readable form, for <br />nonproductive backup purposes only, provided that the Abbey Group <br />Consultants' proprietary legend is included. <br />The City may not use, copy or modify the Licensed Software and Interfaces, <br />or any copy, adaptation, transcription, or merged portion thereof, except as <br />expressly authorized by Abbey Group Consultants. The City's rights may not <br />be transferred. <br />4. Proprietary Protection of Licensed Software and Interfaces. Abbey Group <br />Consultants shall have sole and exclusive ownership of all rights, title, and <br />interest in and to the Licensed Software and Interfaces, Design <br />Specifications, Custom Modules, Programming and all modifications and <br />enhancements thereof (including ownership of all trade secrets and <br />copyrights pertaining thereto), subject only to the rights and privileges <br />expressly granted by Abbey Group Consultants. This Agreement does not <br />provide the City with title or ownership of the Licensed Software and <br />Interfaces but only a right of limited use. The City must keep the Licensed <br />Software and Interfaces free and clear of all claims, liens, and encumbrances. <br />The Licensed Software and Interfaces is a commercially valuable, proprietary <br />product of the Abbey Group Consultants, the design and development of <br />which reflect the effort of skilled development experts and the investment of <br />