20A - AA 2008 HOMELAND SECURITY GRANT

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Schedule 2 COPLINK® Software End-User License Agreement (EULA) Please read the terms and conditions of this license agreement (the "License") before using the computer software (the "Software") provided by Knowledge Computing Corporation (KCC.) The term "Software" in- cludes and these terms and conditions also apply to any updates, modifications and upgrades to the Soft- ware that you may receive from time to time. By installing the Software you accept and agree to the terms of this License. If you do not agree to the terms of this Software End-User License Agreement you are not authorized to use the Software. This License constitutes the entire agreement concerning the Software between you and KCC and it supersedes any prior proposal or representation. 1. Rights and Limitations a) General. The Software is licensed, not sold. KCC hereby grants to you a perpetual, non-exclusive and non-transferable license to use any and all COPLINK° Software provided to you under this Li- cense in accordance with the terms and conditions set forth herein. The Software is protected by copyright laws as well as by other intellectual property laws. The Software and any copies that you are authorized by KCC to make are the intellectual property of and are owned by KCC. The struc- ture, organization and code of the Software are the valuable trade secrets and confidential infor- mation of KCC. This License grants you no rights to use such content. b) Restricted Rights Notice. The Software provided under this License is provided with RESTRICTED RIGHTS. Use, duplication or disclosure is subject to restrictions set forth in this Li- cense. 1. You agree that you will not sublicense, assign, transfer, pledge, lease, rent or share your rights under this License other than to allow use of the Software by authorized individuals accessing the COPLINK system node on which the Software is installed. 2. You agree that you will not modify, adapt, disassemble, decompile, reverse engineer, translate or otherwise attempt to discover the source code of the Software. 3. You may not modify the Software or create derivative works based upon the Software. The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer. 4. You must maintain all copyright notices on all copies of the Software. 5. You may not distribute copies of the Software to third parties. 6. You may not export the Software to any country, entity or person to which export would be illegal. 7. All rights not expressly granted are reserved by KCC. c) KCC's Rights. You acknowledge and agree that the Software and Documentation are proprietary products of Knowledge Computing Corporation under copyright law and disclosed to you by KCC in confidence. You shall take all reasonable steps to safeguard the Software. KCC owns and will retain all copyright, trademark, trade secret and other proprietary rights in and to Software. This Li- cense conveys to you only anon-exclusive and limited right of use, revocable in accordance with the terms and conditions of this License. In the event that you fail to comply with any terms and/or conditions hereof, this License shall terminate automatically and KCC shall be entitled to all reme- dies in accordance with applicable law. d) Other Limitations. This license is further limited as follows: 1. The Software may not be used by you for any other purpose than that set forth herein, in- cluding without limitation, designing or developing any products to be sublicensed or dis- tributed by or on behalf of you or the National Institute of Justice. 2. The License granted to you hereunder shall be a license to use the machine-readable ob- ject code only, and shall specifically exclude source code; you shall allow only authorized users to access the COPLINK® System software and use the services of the Software. Page 9 of 12 20A-13