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<br /> ADDENDUNIA
<br /> wIERIDlAJ.'1" SOFTWARE LICENSE
<br /> i\'ORTHERt~ TELECOM L."C. ("NTI") TELECOJ\IMUNICATIONS PRODUCTS
<br /> City of San Marcos ("'CUSTOMER")
<br /> Subject to the tenns hereinafter set forth and provided that this license is . ~Iake full or partial copies of any documentation or other similar
<br /> incorporated into a contract between CUSTOMER and a Northern Telecom printed or machine-readable matter provided with Licensed Software
<br /> Authorized Meridian Distributor, Northern Telecom Inc., C'NTI") grants to urness the same has been supplied ina fonn by NTI intended for periodic
<br /> CUSTOMER a personal. nonexclusive license (I) to use certain Licensed reproduction of partial copies; or
<br /> Software, proprietary to NTI or its suppliers, contained as an integral part . Export or re-export the Licensed Software and/or associated
<br /> of the Hardware; and (2) to install and use each item of Licensed Software documentation from the fifty states of the United States and the District
<br /> not an integral part of the Hardware: and (3) to use the associated of Columbia.
<br /> documentation. CUSTOMER is granted no title or ownership rights in or
<br /> to the Licensed Software, in whole or in part, which rights shall remain CUSTOMER may assign collectively its rights under this License to any
<br /> with NTI or its suppliers. The right to use Licensed Software may be subsequent owner of the Hardware, but not otherwise. No such assignment
<br /> restricted by a measure of usage of applications based upon number of lines. shall be valid until CUSTOMER (I) has delegated all of its obligations under
<br /> number of ports. number of tenninal numbers assigned. number of users. this License to the assignee: and (1) has obtained from the assignee an
<br /> or some similar measure. Expansion beyond the specified usage level may unconditional written assumption of all such obligations; and (3) has
<br /> require payment of an additional fee. provided NTI a copy of such assignment, delegation and assumption; and
<br /> NlI considers the Licensed Software to contain "tradë secrets" of NT! and/or (4) has transferred physical possession of all licensed Software and all
<br /> assocíilted documentation to the assignee and destroyed all archival copies.
<br /> its suppliers. Such "trade secrets" include, without limitation thereto. the Except as provided, neither this License nor any rights acquired by
<br /> specified design, structure and logic of individual Licensed Software CUSTO~!ER through this License are assignable. Any attempted
<br /> programs, their interactions with other portions of Licensed Software, both assignment of rights and/or transfer of Licensed Software not specifically
<br /> internal and external. and the programming techniques employed therein. allowed shall be void and conclusively presumed a material breach of this
<br /> In order to maintain the "trade secret'. statUs of the information contained License.
<br /> within the Licensed Software, the Licensed Software is being delivered to
<br /> CUSTOMER in object code form only. If NTI claims a material breach of this License and tïles an action in a court
<br /> NTI or its suppliers holding any intellectUal property rights in the Licensed of competent jurisdiction seeking relief, and a judge issues a court order,
<br /> or a judgement is rendered. that there is a material breach of this License,
<br /> Software. and/or any third party owning any intellectual property rights in then CUSTOMER shall return the Li¡::ensed Software to NT! or its distributor.
<br /> software from which the Licensed Software was derived, are intended third If CUSTOMER fails to return such Licensed Software within five (5) working
<br /> party beneticiaries of this License. All grants of rights to use intellectUal days after the issuance of the court order or judgement, then (I) NT! shall
<br /> property intended to be accomplished by this License are explicitly stated have the right without further notice to temporarily tenninate CUSTOMER's
<br /> and no additional grants of such rights shall be inferred or created by right to continue to possess and use the Licensed Software. If NT! elects
<br /> implication. to exercise that right, NTI may enter upon the premises of CUSTOMER
<br /> during regular business hours and take possession of, remove and retain
<br /> CUSTOMER warrants to NTL that CUSTOMER is not purchasing the rights the Licensed Software until such time as the court may order otherv¡ise:
<br /> granted by this License in anticipation of reselling those rights. and (1) CUSTOMER shall be deemed to have agreed that remedies available
<br /> CUSTO~!ER SHALL: at law are not adequate to protect the interests of NTI and/or its suppliers
<br /> and to have consented to the equity jurisdiction of the court.
<br /> . Hold the Licensed Software in contidence for the benetit of NTI and/or IN NO EVENT WILL. :'\il AND/OR ANY OF ITS SUPPLIERS
<br /> its suppliers; and BE LIABLE TO OR THROUGH CUSTO:\1ER FOR: (1) ANY
<br /> . Keep a current record of the location of each copy of Licensed Software INDIRECT, SPECIAL, I~CIDENTAL AND/OR CONSEQUE~iL;\L
<br /> made by it: and DAMAGES (l:'-lCLUDI:'-íG, BUT NOT LI:\lITED TO, LOST
<br /> . Use each copy of the Licensed Software only on a single CPU at a time PR0FITS, LOST SA VI:-iGS, OR I:-iTERRUPTION OF BUSL'fESS)
<br /> (for this purpose, single CPU shall include systems with redundant SUFFERED BY CUSTO:\1ER FOR ANY REASON; (2) ANY
<br /> processing units): and DAMAGES SUFFERED BY CUSTOMER AS A RESULT OF
<br /> . Aftix to each copy of Licensed Software made by it, in the same form CUSTO:\1ER'S FAILURE TO LIVE UP TO CUSTOMER'S
<br /> and location. a reproduction of the copyright notices, trademarks, and OBLIGATIONS UNDER THIS AGREEl\IENT; (3) ANY CLAIM
<br /> all other proprietary legends and/or logos of NTI and/or its suppliers, AGAINST CUSTOMER BY ANY THIRD PARTY FOR DAi\-fAGES
<br /> appearing on the original copy of such Licensed Software delivered to OF A:>.T KIi'í'D; ANY OR ALL OF \-VRICH ARISE FRO:\l OR IN
<br /> CUSTO~!ER: and retain the same without alteration on all original CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE
<br /> copies: and OF SOFTWARE GOVERNED BY THIS AGREEMENT, AND
<br /> . Return the Licensed Software and all copies through an Authorized EVEN IF NTI AND/OR Ai"iY OF ITS SUPPLIERS HAVE BEEN
<br /> Distributor to NTI at such time as the CUSTOMER chooses to ADVISED OF THE POSSIBILITY OF SUCH LOSS. EXCEPT AS
<br /> pennanently cease using it. GRANTED IN THE BODY OF THE AGREEME~'T TO WHICH THIS
<br /> LICENSE IS ATTACHED, THE LICENSED SOFTWARE IS
<br /> CUSTOMER shall not: PROVIDED BY NTI '"AS IS" AND WITHOUT WARRA."iTY OF Ai"iY
<br /> KIND OR NATURE, WRITTEN OR ORAL, EXPRESS OR ß1PLIED,
<br /> . Use the Licensed Software (i) for any purpose other than CUSTOMER's IC'iCLUDING (WITHOUT LI~lIT AnON) THE IMPLIED
<br /> own internal business purposes and (ii) other than as provided by this WARRA."'iIES OF l\ŒRCHANTABILITY A,1\¡'D OF FITh'ESS FOR A
<br /> License: or PARTICCLAR PURPOSE, THIS LIMITATION OF WARR~'I¡'TIES WAS
<br /> . Allow anyone other than CUSTOMER's employees and agents to have A MATERIAL FACTOR IN THE EST ABLISHMEr-iT OF THE
<br /> physical access to the Licensed Software; or LICE:-iSE FEE CHARGED FOR EACH SPECIFIC ITEM OF
<br /> . l\Iake any copies of the Licensed Software except such limited number SOFTW ARE LICENSED,
<br /> of object code copies in machine readable fonn oruy, as may be reasonably ~~~ ~~
<br /> necessary for execUtion or archival purposes only: or
<br /> . ~Iake any modifications. enhancements, adaptations. or transplants to or
<br /> of the Licensed Software, except for those resulting from those
<br /> CUSTO:\IER interactions with the Licensed Software associated with
<br /> nonnal use and explained in the associated documentation: or
<br /> . Attempt to reverse engineer, disassemble, reverse translate, decompile. Dennis D. :'.Iatteucci
<br /> or in any other manner decode the Licensed Software, in order to derive Executh'e Vice President Version 3.00
<br /> the source code from or for any other reason: or Business "etworks :'.Iarketing 199:!
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