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Con~n~Sys <br />Where Innovellve Tedlnaagy Becomes Intelligent Solutions <br />ConnectClCT"" End User Developer License <br />Agreement <br />This Agreement is made as of <br />Date"), by and between CommSys, Inc. <br />of Ohio, ("CommSys") and <br />(the "Effective <br />a corporation organized under the laws <br />_ ("Developer"). <br />RECITALS <br />CommSys is in the business of providing public safety systems and solutions; <br />CommSys and City of Santa Ana, ("End User") located at 60 Civic Center Plaza, <br />Santa Ana, CA, have entered into a ConnectClCT"" End User License agreement <br />("EULA Agreement"). As part of the EULA Agreement, CommSys supplies End <br />User with standard software products and/or customized software licensed for a <br />fee; and <br />CommSys has developed certain software products that it markets to end-users <br />directly and through reseller channels such as End User. <br />Developer has developed and is the owner of certain products that may be <br />integrated with CommSys's software, at the request of End User. <br />End User wishes to utilize Developer to perform certain software programming <br />and development services on Developer's Products utilizing and interfacing to <br />CommSys's Products. <br />NOW, THEREFORE, in consideration of these Recitals, and the mutual <br />covenants and agreements set forth herein, the parties hereto agree as follows: <br />1.0 DEFINITIONS <br />"Competitor" -means any person who is engaged at any time in the <br />manufacture, sale, or distribution of products, or in the providing of services, in <br />competition with products manufactured, sold, or distributed, or services <br />provided, by CommSys or any subsidiary thereof. CommSys's President shall <br />make the determination of whether a business is a Competitor, in his or her sole <br />discretion. <br />"Employee Developer" -refers to anyone who is a direct employee of the End <br />User, who uses CommSys products to complete software design, programming, <br />and integration work. Consultants and contract employees are not considered a <br />Developer and must agree to Section 14 of this Agreement. <br />"Integration Partner" - is any person who End User works with to deliver <br />Products to the End User and is not a Competitor of CommSys. For purposes of <br />©Copyright 2006 CommSys Incorporated Page 1 <br />