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<br />THOMSON
<br />*
<br />ELITE
<br />
<br />Customer Agreement
<br />
<br />This CUSTOMER AGREEMENT (the "Agreement") is entered into between the City of Santa Ana, a charter city and municipal corporation organized and
<br />existing under the Constitution and laws of the State of California with a place of business at 20 Civic Center Plaza (M-29), P.O. Box 1988, Santa Ana, CA 92702
<br />("Customer'), and Thomson Elite, a division of West Publishing Corporation ("Thomson Elite"), this 7th day of April, 2008 (the "Effective Date"). The attached
<br />Addenda and Exhibits are incorporated into this Agreement as if fully set forth herein.
<br />
<br />1. Software License
<br />
<br />1.1. Grant. Upon the payment of the license fees set forth
<br />herein, Thomson Elite grants Customer a non-exclusive, non-
<br />transferable, limited license to use, and to allow its partners,
<br />shareholders, members and employees to use, the software listed in
<br />Exhibit A hereto, in object code only (the "Licensed Software') for the
<br />number of Seats identified in Exhibit A. In the event Customer elects
<br />to license Westlaw Legal Calendaring Rules from Thomson Elite
<br />hereunder, Thomson Elite further grants to Customer a non-
<br />exclusive, non-transferable, limited license to use, and to allow its
<br />partners, shareholders, members and employees to use, on a year-
<br />to-year basis (an "Annual Subscription") beginning on Installation (as
<br />defined in Section 7.1 of the Statement of Work), the Westlaw Legal
<br />Calendaring Rules set forth in Exhibit A (the "Westlaw Legal
<br />Calendaring Rules"), contingent upon the payment of the Annual
<br />Subscription Fee set forth in Exhibit A, which fee Thomson Elite may
<br />increase for subsequent years upon written notice, for the number of
<br />Seats identified in Exhibit A. Such Annual Subscription shall
<br />automatically renew for successive one year terms, unless
<br />terminated by either party by giving the other party sixty (60) days
<br />written notice prior to the end of the existing term. The Licensed
<br />Software and the Westlaw Legal Calendaring Rules, if licensed
<br />hereunder, are hereinafter collectively referred to as the "Software.'
<br />Any Software User Manuals, modifications or alterations to the
<br />Software or other related materials provided hereunder shall be
<br />deemed incorporated into the Software for the purposes of the
<br />provisions of this Agreement regarding license, restrictions on use,
<br />confidentiality and infringement indemnification. A "Seat' is defined
<br />as an active log-in to the Software. Access to the Software may be
<br />made from any workstation connected to the network, including
<br />remote workstations, and such Seat license may have more than one
<br />copy to allow flexible use from different workstations.
<br />
<br />1.2, Copying. Customer may make copies of the Software for
<br />backup purposes only. Each copy made by Customer must include
<br />the copyrighUproprietary rights notice(s) embedded in and affixed to
<br />the Software.
<br />
<br />1.3. Other Restrictions. Customer may not loan, lease,
<br />distribute or transfer the Software or copies thereof to third parties,
<br />nor reverse engineer, decompile, disassemble or otherwise attempt
<br />to discern the source code of the components of the Software.
<br />Customer may not use the Software, nor allow the Software to be
<br />used, to provide data management or processing services for third
<br />parties. Customer is limited to the number of Seats set forth in
<br />Exhibit A. Customer may not reproduce all or any portion of the
<br />Software (except as expressly permitted in this Agreement), or
<br />modify, translate or otherwise create derivative works of the
<br />Software. Customer agrees to notify its employees and agents who
<br />may have access to the Software of the restrictions contained in this
<br />Agreement and to ensure their compliance with these restrictions.
<br />
<br />2. Other Licenses. The Software may be used to access and
<br />use various West Publishing Corporation products and services,
<br />including Westlaw ("West Services'). All access to and use of such
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<br />Ver. 7 Feb 2008
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<br />West Services by means of the Software, including any charges for
<br />such access and use, will be governed by the terms of the applicable
<br />West Publishing Corporation user agreement.
<br />
<br />3. Title. Customer hereby acknowledges and agrees that all right,
<br />title and interest in and to the Software, the Software User Manual
<br />and any other related materials, including without limitation any
<br />copies, modifications, alterations or derivative works thereof, and any
<br />existing or future copyrights, trade secrets and other proprietary
<br />rights embodied therein, are or shall be, and shall remain, vested
<br />solely in Thomson Elite, and Customer shall not hold itself out as
<br />having any ownership or other rights with respect thereto, except as
<br />specifically granted hereunder. Except as expressly permitted
<br />herein, Customer covenants and agrees that it shall make no use of
<br />the Software, the Software User Manual or any other related
<br />materials without Thomson Elite's prior written consent.
<br />
<br />4. Fees and Expenses.
<br />
<br />4.1 Fees payable by Customer will consist of license fees for
<br />the Licensed Software ("License Fees"), the Annual Subscription Fee
<br />for the Westlaw Legal Calendaring Rules, if any, fees for Services
<br />("Services Fees') and the Annual Maintenance Charge.
<br />
<br />4,2 License Fees and Annual Subscription Fees. The
<br />License Fees and Annual Subscription Fee, if any, for the first year
<br />are set out in Exhibit A and shall be payable in accordance with
<br />Exhibit A. For subsequent terms, the Annual Subscription Fee, if
<br />any, shall be payable annually in advance. Thomson Elite reserves
<br />the right to increase the Annual Subscription Fee for subsequent
<br />terms and shall give Customer advance notice of such increases.
<br />The License Fees and the Annual Subscription Fee, if any, set forth
<br />in Exhibit A were based upon the number of professionals set forth in
<br />Exhibit A. If the Customer's number of professionalS increases
<br />above the limit set forth in Exhibit A, Customer will be required to pay
<br />additional License Fees and an increased Annual Subscription Fee, if
<br />applicable, to use the Software.
<br />
<br />4.3 Services Fees. The implementation, consulting, training,
<br />conversion, enhancement and other services to be provided to
<br />Customer by Thomson Elite hereunder are set forth in Exhibit A or
<br />any applicable amendment thereto (collectively, the "Services').
<br />Such Services shall be provided in accordance with the Services
<br />Addendum attached hereto as Exhibit B. The Services Fees are set
<br />out and shall be payable in accordance with Exhibit A or any
<br />applicable amendment thereto.
<br />
<br />4.4 Maintenance Charges. Thomson Elite will provide
<br />maintenance and support services for the Licensed Software in
<br />accordance with the Maintenance Addendum set out in Exhibit C
<br />hereto ("Maintenance Services"), for the Annual Maintenance
<br />Charge. Maintenance Services for the Westlaw Legal Calendaring
<br />Rules are included in the Annual Subscription Fee and shall be
<br />provided in accordance with the Maintenance Addendum.
<br />Maintenance Services for the Software shall commence upon
<br />Installation (as defined in Section 6.1 of the Statement of Work). The
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