25D - AGMTS - PAYROLL - HR SYSTEM MAINTENANCE

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RE: Fifth Amendment to Program License and Service Agreement #980603 Page I of 3 ORACLE CORPORATION SUB-LICENSE AGREEMENT As per Fifth Amendment to Program License and Service Agreement #980603 between: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario Canada L3R 9R6 ( "Sub-iicensor" ) and: CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92702 USA ("Sub-licensee") This Sub-Licensee Agreement when fully executed forms an integral part of the "Fifth Amendment to Program License and Service Agreement #980603" between Sub-licensor and Sub-licensee. Sub-licensor has entered into a Value Added Relicensor Agreement to allow Sub-licensor the right to market and grant sublicenses, at discounted rates, to Sub-licensee. In accordance with the terms and conditions of the Value Added Relicensor Agreement entered into by Sub-licensor, Sub-licensee must agree to the terms and conditions of this Sub-license Agreement for the right to use the Application Programs noted in Exhibit A, Oracle Corporation Application Programs, of this Agreement. Terms and Conditions Sub-licensee agrees to the following terms and conditions- (i) use of the Application Programs are restricted to object code form only on a single Designated System, as described in Exhibit A, by a maximum number of Users for Sub-licensee's own internal data processing; (ii) transfer or duplication of the Programs is prohibited except for temporary transfer in the event of computer malfunctions and a single backup or archival copy; (iii) assignment, giving, transferring, timesharing, subscription service, hosting, outsourcing or rental of the Programs is prohibited; (iv) use of the Programs for any purpose outside the scope of the Fifth Amendment to Program License and Service Agreement #980603 between the Sub-licensor and Sub-licensee is prohibited except as otherwise specified; (v) the reverse engineering, disassembly or decompilation of the Programs is prohibited except where Sub- licensor has not provided Sub-licensee, within a reasonable time and after written request, such information as is available to Sub-licensor and is necessary by Sub-licensee to create software programs which are interoperable with the Programs but do not infringe the intellectual property rights; (vi) title of the Programs shall not pass to Sub-licensee and Sub-Licensor (or Oracle Corporation) retains all ownership and intellectual property rights to the programs; (vii) Sub-licensee shall, at termination of this Sub-license, discontinue use and shall destroy or return to Sub- licensor the Programs, documentation and all archival or other copies of the Programs; 25D-18