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25B - AGMT - PD SOFTWARE SYS
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11/17/2015
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25B - AGMT - PD SOFTWARE SYS
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Last modified
11/12/2015 2:33:31 PM
Creation date
11/12/2015 1:58:24 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Clerk of the Council
Item #
25B
Date
11/17/2015
Destruction Year
2020
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Subsystem Software and the associated Documentation not expressly granted in this Agreement. <br />5.4 Software (including without limitation Subsystem Software) may not be used to <br />operate a service bureau or time- sharing service, outsourcing service, application service provider <br />service or other services or businesses that provide computer -aided vehicle dispatching to third <br />parties. Notwithstanding the above, Client shall be entitled to Use Subsystem Software at the <br />applicable Designated Location for the purpose of the application(s) described in the Statement of <br />Work for itself and other agencies /entities in the area within Orange County, California, provided <br />that the Subsystem Software is installed and operated at only one physical location. The Software <br />shall not be used for other than the application(s) described in the Statement of Work. <br />5.5 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or <br />transfer the Software or any Subsystem Software or Documentation, or permit others to do said <br />acts, except as provided in this Agreement or the applicable software license agreement. Any such <br />unauthorized Use shall be void and may result in immediate and automatic termination of the <br />applicable license, at the option of the applicable Vendor. In such event, Client shall not be entitled <br />to a refund of the license fees paid hereunder. <br />5.6 The Software licenses granted in this Agreement or in connection with it are for <br />Object Code only and do not include a license or any rights to Source Code except as otherwise <br />provided under Section 14,0 (Source Code Escrow). Without limiting the generality of the <br />foregoing, except as provided in Section 14.0, Client is specifically prohibited from accessing, <br />copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, <br />even if such Source Code is loaded on the Equipment. The loading and/or using of Source Code <br />to any Subsystem Software by TriTech or its employees, agents or Subcontractors on the <br />Equipment or any other computer system equipment at the Designated Location or any other <br />location associated with Client shall not constitute a waiver of this provision, or any express or <br />implied license or other permission to copy, use or exercise other rights to the Source Code. <br />5.7 Client may not export any Software or Documentation outside the United States <br />without further prior written agreement of TriTech or the applicable Subcontractor. In the event <br />of such agreed export, Client agrees to comply with the requirements of the United States Export <br />Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the <br />Office of Export Administration, U,S. Department of Commerce. <br />5.8 These licenses are effective until surrendered or terminated hereunder or under the <br />terms of the applicable software license agreements. <br />5.9 Client may surrender any software licenses provided in connection with this <br />Agreement at any time by performing the actions described in paragraph 15.4 of this Agreement, <br />or the applicable software license agreement. Such surrender shall not affect TriTech's right to <br />receive and retain all accrued fees, charges and expenses earned hereunder. <br />5.10 Provided that the Client has maintained continuous software support and has fully <br />paid the annual software support fees for the Client's licensed TriTech Software when due, and if <br />within seven (7) years from the signature date of this Agreement, in the event TriTech notifies its <br />Santa Ana System Purchase and Support Agreement <br />Copyright © 2015 TriTech Software Systems <br />Unpublished: Rights reserved under the copyright laws of the United States <br />Page 8 of 104 <br />25B -14 <br />
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