25C - FINANCE AND UTILITY SOFTWARE

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END USER LICENSE AGREEMENT This End User License Agreement ("Agreement") is made and entered into as , 2008 ("Effective Date") by and between Systems & Software, Inc., a Vermont corporation with its principal offices at 401 Water Tower Circle, Colchester, Vermont 05446 ("S&S") and City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701 ("Customer"). BACKGROUND S&S has developed application software for use in the utilities industry; Customer desires to license from S&S certain software as described in Exhibit 1 and to purchase from S&S the third-party hardware components as described in Exhibit 1. In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: AGREEEMENT DEFINITIONS "Application Software" means the commercial off the shelf ("COTS") version of enQuestaTM software licensed to Customer pursuant to this Agreement. "Confidential Information" means, with respect to a party hereto, all information or material which (a) gives that party some competitive business advantage or the opportunity of obtaining such advantage, or (b) which is either (i) marked or identified as "Confidential," "Restricted," or "Proprietary Information" or other similar marking or identification, (ii) known by the parties to be considered confidential and proprietary, or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Confidential Information includes Customer's individually identifiable customer information and also the Application Software and related Documentation all screen generator programs, program codes, routines, methods, designs or objects, new product features and functions, the performance of the Application Software, this Agreement, terms, conditions and information contained herein and the negotiations between the parties prior to execution of this Agreement. "Current Base System" means the version of the Application Software that has been commercially released by S&S as of the Effective Date and the related Documentation. "Customization" means the changing of any component of the S&S Current Base System during the original delivery and implementation period of the Application Software installed prior to the System Acceptance Date. "Delivery" means, delivery to Customer of the Information System (or components thereof) "Documentation" means (i) with respect to the Application Software, the standard user-oriented instructions and related materials for the operation of the Application Software in the form distributed by S&S generally to its customers, together with updates, modifications and enhancements thereto; and (ii) with respect to the System Equipment, the standard user-oriented instructions and related materials for the operation of the System Equipment in the form distributed by each applicable third party vendor generally to its customers, together with updates, modifications and enhancements thereto. "Hardware" means computer hardware. "Information System" means the composite of Hardware, Operating System Software, Application Software and Third Party Software provided by S&S. "Major Release" means the commercial release of a new version of the Application Software that is identified by a release number that is to the left of the first decimal point, such as 4.x, and that contains significant amounts of new or significantly enhanced functionality and/or major changes to the product's architecture or file structure. "Minor Release" means the commercial release of (i) a version of the Application Software that is identified by a release number that is to the right of the first decimal point, such as x.l; and /or (ii) a set of software corrections and system performance adjustments for the Application Software. "Operating System Software" means the third party computer operating system software described in Exhibit 1 that S&S delivers to Customer under this Agreement but which is subject to the license agreement provided by such third party unless otherwise specified. Systems & Software, Inc. Confidential 25C-5