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ATTACHMENT H Eka Systems Software License Agreement 1. Overview This software license agreement ("Software Agreement") is a legal agreement between the City and Eka Systems, Inc. ("Eka"). The "Product" subject to this Software Agreement includes the installed software programs ("Software") and any documentation or any "on-line" or electronic documentation ("Documentation") associated with the Software. By using the Software, the City agrees to be bound by the terms of this Software Agreement. If the City does not want to be bound by the terms of this Software Agreement Eka is unwilling to license the Software to the City, in which event the City must promptly return the Software and all accompanying items (including manuals, binders or other containers, and any other printed materials) within 30 calendar days. This Software Agreement is provided to the City prior to its use of the Software. If the City does not agree with these provisions, do not use the Software. By using the Software, the City acknowledges that it has received this Agreement and accepts its terms. 2. Grant of License So long as the City complies with the terms of this Software Agreement, Eka grants to the City the nonexclusive right to use the enclosed Software and Documentation. Except for the limited license granted herein, Eka shall at all times retain full and exclusive right, title and ownership interest in and to the Products, including, without limitation, all patent, trademark, copyright, trade secret rights relating thereto. Eka reserves the right to terminate the City's rights under this Software Agreement and to seek any other legal remedies if the City violates any provisions hereof and, in the event of such termination, the City agrees to return the enclosed Product to Eka. The Software, which may include user documentation provided in the Software or in electronic form, is licensed as a single Product. The Software may not be separated for use on more than one computer or by more than one user at any time. In the event that Eka stops doing business, becomes insolvent or declares bankruptcy the City may continue to utilize software provided under the terms of the Software Agreement as stipulated in this Section 2. 3. Upgrades and Updates If the Software is an upgrade from or update to another version of Eka Software, the City agrees to use the upgraded or updated Software only in accordance with this Software Agreement. This Software Agreement supersedes any prior agreement applicable to the prior version of the Software. 4. Copyright The Product contains copyrighted material, trade secrets and other proprietary information of Eka. This Product and any copies thereof are owned by Eka and are protected by United States copyright laws and international treaty provisions. The City may not decompile, reverse engineer, disassemble, modify or otherwise translate the object code or source code versions of the Software. The City agrees that it will use its best efforts to prevent City employees and contractors from decompiling, reverse engineering, disassembling, modifying or translating the Product. In no event may the City alter, remove or Advanced Metering Infrastructure Agreement Page 43