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unique username (for instance iohndoe(a,scDdc.ora) and password for each user of the system in <br />the employ and under control of Licensee. <br />3.3 Copies Whenever Licensee is permitted to copy or reproduce all or any part of the <br />Documentation, all titles, trademark symbols, copyright symbols and legends, and other <br />proprietary markings must be reproduced. <br />Section 4. License Restrictions <br />4.1 Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or <br />other third party: (a) sell, lease, license or sub - license the Software or the Documentation; (b) <br />decompile, disassemble, or reverse engineer Software, in whole or in part; (c) write or develop <br />any derivative software or any other software program based upon the Software or any <br />Confidential Information; (d) use the Software to provide services on a "service bureau" basis; or <br />(e) provide, disclose, divulge or make available to, or permit use of the Software by any <br />unauthorized third party without SCPDC's prior written consent. <br />Section 5. License Fee <br />5.1 License Fee. In consideration of the license granted pursuant to Section 3.1. Licensee <br />shall pay SCPDC a fee based on Licensee's use of the SCPDC Software, determined according <br />to the schedule included in Schedule A. It is expressly agreed that the Licensee will not house <br />transactions that are the basis of fees paid to SCPDC in another system with the intention of <br />avoiding the responsibility of paying fees to SCPDC for the term of this agreement. Should <br />SCPDC determine that Licensee violates this provision, SCPDC, at its expense and on <br />reasonable notice, may cause such Licensee's records to be audited during regular business hours <br />at Licensee's facilities. If an audit reveals underpayment of fees due under this Agreement, all <br />such amounts will be promptly paid with interest at the prevailing U.S. dollar prime rate accruing <br />from the original due date. If any such underpayment exceeds 5% of the fees due for the period <br />audited, Licensee will also pay SCPDC's reasonable costs of conducting the audit. <br />Section 6. Maintenance and Support <br />6.1 Licensee agrees to pay License Fees according to Schedule A as attached hereto for each <br />site. For so long as Licensee is current in the payment of all License fees, with respect to each <br />site, Licensee will be entitled to Maintenance and Support for each site as set forth in Schedule C <br />attached hereto. Failure to pay License fees with respect to any Site shall be deemed a material <br />breach of this Agreement and in such event SCPDC shall have the right to terminate the rights <br />granted hereunder with respect to such site for the term of this Agreement. In the event of <br />termination under this Section, the Licensor will transfer all data/permit records to the Licensee <br />in accordance with Section 10.4. <br />6.2 Licensor agrees to discuss and review with the City on a minimum quarterly basis <br />software functionality as requested by the City. Meetings may be conducted by telephone or <br />video conference or on -site as agreed by both parties. <br />FA <br />