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CLERK OF COUNCIL INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE 12012 FIB � BUSINESS LICENSING HUB SOFTWARE PILOT TESTAGREEMENT E2G2 N- 2012 -014 ® E2G2 Certified Local Content THIS AGREEMENT is made effective this ist day of December, 2014the "Effective Date "), by and between E2G2, Inc., a Nevada Corporation, ("92G2"), located at 751 N Fair Oaks Ave. Pasadena, CA 91103 and the City of Santa Ana ( "Licensee ") having a principal place of business at 20 Civic Center Plaza, Santa Ana CA 92701. 1 91 Q1V.V A. E2G2 has developed the Business and Licensee Licensing System (BOLS), including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ( "Software ") and the parties desire that E2G2 provide the key components to the Licensee, all of which are more fully described in Exhibit 1. B. E2G2 desires that the Software be tested prior to general release. C. Licensee wishes to serve as a pilot test ( "Pilot Test ") site for such Software. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows: 1. Grant of License. E2G2 grants to Licensee, at no cost to Licensee, a non - exclusive, non- transferable license to use the Software on computers with Internet access at Licensee's business location solely for testing use from the effective date of the Agreement to 15 days after official release date of the products(s), subject to the term and conditions below. 2. Licensee Obligations. (a) In consideration for receiving copies of the Software for testing, Licensee agrees to serve as a "Test Site" for the Software and will notify E2G2 of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to E2G2 all right, title and interest to such ideas for enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights associated thereto. (b) The Licensee, upon completion of the Pilot Test, agrees to provide material, statistics, or information that is not deemed confidential to Licensee's business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by E2G2.