PROFESSIONAL NETWORKING CONSULTANTS, INC. -2006

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EXHIBIT I Professional Networking Consultants, Inc. Software Ucense and Support Agreement Professional Networking Consultants, Inc ( "licensor" ), agrees to grant, City of Santa Ana, ( "licensee" ). 20 Civic Center Plaza (address) Santa Ana (City) CA (State) 92701 (Zip) or (Mall Code), a non-exclusive and non-transferable license ( the "Agreement" ) to use the software products listed in Additional Schedule A, "licensed Programs and Telephone Support" (hereafter referred to as "Licensed Programs" ) on specified systems in accordance with the terms and conditions of this Agreement. This Agreement authorizes the Licensee to use the licensed Programs specified in Additional Schedule A Licensed Programs and Telephone Support. This is an object code license only. A separate Agreement or Additional Schedule A licensed Programs and Telephone Support is required for each host system and/or node added on which the licensed Programs will be used. 1. DURATION This Agreement will begin on on July 1, 2006 through June 30, 2007 with 2 (two) optional annual renewals 1.) July 1, 2007 through June 30, 2008 and 2) July 1, 2008 through June 30, 2009. This Agreement will be non-cancellable for July 1, 2006 through June 30, 2007 and subject to termination by either party upon no less than ninety (90) calendar day's written notice for each option period. licensor will refund the prepaid net amounts for periods 1.) July 1, 2007 through June 30, 2008 and 2.) July 1, 2008 through June 30,2009 as follows: discounted Annual license Charge of $7,15000, adjusted up by twenty five per cent (25%) to the Annual rate of $8,937.50, times one-twelfth times the remaining numbers of months plus ninety (90) calendar days written notice. (8937.5 X 1/12) X (Mos. Remaining + 90 days) Licensor may terminate this Agreement If the licensee fails to comply With the terms and conditions of this Agreement. Licensee agrees upon such termination to return to Licensor or destroy the licensed Programs together with all copies, modifications, and merged portions in any form, as the licensor may direct. 2. COPYING AND USE OF LICENSED PROGRAMS The Licensed Programs, which are provided by licensor in machine readable form, may be copied in whole or in part, in machine readable form in sufficient number for use by the licensee for backup, archival purposes, disaster recovery testing and disaster recovery purposes only. The original and any copies of the licensed Programs shall be and will remain the property of the licensor and shall be governed by this Agreement. 3 CONFIDENTIALITY (a) Licensee shall not sell, transfer, publish, disclose, display or otherwise make available to others the Licensed Programs or copies thereof. licensee acknowledges that the Licensed Programs contain the trade secrets of licensor. Licensee agrees to secure and protect the Licensed Programs and copies thereof as well as the trade secrets contained therein In a manner consistent with the maintenance of licensor's rights therein and to take appropriate action by Instruction or agreement with its employees to satisfy its obligations hereunder. Licensee further agrees to restrict disclosure of the licensed Programs and the trade secrets contained therein to Its employees on a need to know basis only. (b) Violations of these provisions shall be the basis for immediate termination of this Agreement. Termination of the Agreement shall be in addition to and not in lieu of any other legal or equitable remedy available to Licensor. 401'8