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Laserfiche Enterprise Software License and <br />Professional Services Agreement <br />This Enterprise Software License and Professional Services Agreement ( "Agreement ") <br />entered into by and between Compulink Management Center, Inc., a California corporation <br />doing business as Laserfiche ( "Laserfiche "), and the City of Santa Ana, a charter city and <br />municipal corporation organized and existing under the Constitution and laws of the State of <br />California, with its primary place of business at 20 Civic Center Plaza, Santa Ana, CA 92701 <br />(referred to as "Licensee "). <br />RECITALS <br />A. Laserfiche designs, develops and markets enterprise content management (ECM), <br />business process management (BPM), and related software programs, products and professional <br />services under the Laserfiche® brand name. Licensee desires to acquire the Laserfiche Software <br />described in Schedule A (the "Laserfiche Software "), the professional services described in <br />Schedule D and Section 4 (the "Services "), training described in Schedule E, and scanning <br />services described in Schedule G of this Agreement. <br />B. Licensee has therefore requested, and Laserfiche has agreed to grant, an enterprise <br />software license authorizing Licensee to use the Laserfiche Software on all computer hardware <br />and peripherals owned, leased or managed by Licensee, subject to the terms and conditions of <br />this Agreement. <br />C. Laserfiche Software constitutes valuable proprietary products, information and <br />trade secrets of Laserfiche, embodying substantial creative efforts and confidential information, <br />ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and <br />promote the Laserfiche Software. Laserfiche claims copyrights and proprietary trade secrets in <br />the Laserfiche Software. <br />THEREFORE, in consideration of the premises and covenants contained in this <br />Agreement, Laserfiche and Licensee agree as follows: <br />1. Term. <br />This Agreement commences on the date first written above and includes provisions with <br />various terms. <br />The teen of the software licenses purchased under this Agreement is perpetual and can only <br />be terminated in accordance with Section 14, below. <br />The term for purchasing software licenses, training, and professional services under this <br />Agreement is thirty -six (36) months during which the pricing and rates will be as described in <br />this Agreement. Thereafter, pricing and rates will be at Laserfiche's then - published rates or as <br />agreed upon by the parties. <br />Laserfiche Enterprise Software License and <br />Professional Services Agreement <br />25E -3 <br />Page 1 <br />