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Agreement No. 04012012001 <br />EXPANDED DEFINITION OF PURPOSE <br />If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the <br />Purpose to meet its normal commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so <br />long as such expanded definition does not cause Licensee to in any way compete with DMP or Contributors. <br />GRANT OF RIGHTS <br />DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non- <br />transferable, and non-assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date <br />hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the <br />Licensed Products and/or from Derivative Products for its normal business use. Licensee may also externally distribute to Licensee's <br />contractors, consultants and agents that Licensee engages for the Purpose as Visual Output as long as the Licensee's contractors, <br />consultants and agents do not compete with or replace current products and/or services of DMP or any of its affiliates or <br />Contributors. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees <br />are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, <br />Licensee understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps of any kind, or <br />map-related or other information for any use or purpose other than the Purpose. <br />Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be <br />entitled to possess and use such Derivative Products, royalty-free, in perpetuity, under the terms of this Agreement, solely for the <br />Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. <br />Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. <br />Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products, except for Derivative Products <br />and to the extent and on the terms agreed. As a condition for such authorization by DMP, if granted, each such other party must <br />abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. <br />Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives Visual Output for <br />Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, except <br />for Derivative Products. Licensee shall not be precluded from charging fees for the distribution of Licensed Products Visual Output <br />and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of <br />recouping costs consistent with Licensee's normal business practices. <br />DELIVERY <br />4.1 Delivery Formats. DMP shall make deliveries of the Licensed Products to Licensee in both a DGN and SHP <br />standard format. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional <br />GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request <br />therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible <br />with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed <br />upon service charge will be included in the price of the initial delivery and all" subsequent deliveries to which the special <br />requirements apply. DMP shall deliver and install the Licensed Products within thirty (30) days of DMP's receipt of this signed <br />Sublicense Agreement. <br />4.2 Delivery Resoonsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be <br />responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. <br />Pte 6 of 1 <br />2 A-8 3