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Ç7J B. PA YMENT OF LICENSE FEE - . THE CITY agrees to pay DYNIX a one-time license fee for the use of the Licensed Software in the amount s~ified in Rider C hereto. C. RIGHT TO COpy No portion of the Licensed Software or any updates or enhancements to the Licensed Software may ~ duplicated by THE CITY except that THE CITY may make copies of the machine-readable portion thereof for normal SèCurity backup purposes, provided that THE CITY properly reproduces on each such copy a!l notices of DYNIX's patent, copyright, trademark, or trade secret rights. D. TITLE TO SOF1WARE DYNIX retains ownership of all Licensed Software and related documentation. Within thirty (30) days from the date of THE CITY's discontinuance of the use of any portion of the Licensed Softwaæ licensed hereunder, THE CITY shall furnish DYNIX with written notice certifying that through its ~st efforts and to the ~st of its knowledge, all machine-readable code, user documentation or other related materials provided to THE CITY with such Licensed Software, including any copies thereof, whether in whole or in part, have bèen destroyed or returned as follows: 1. All docuID<:mts relating to such discontinued portion of the Licensed Software shall ~ returned to DYN IX: and 2. The originals and all copies of any machine-readable materials containing all or any portion of the discontinued Licensed Software shall ~ destroyed or purged so as to totally remove from such machine-readable materials all codes relating to the discontinued portion of the Licensed Software. . E. MATERIALS DEVELOPED BY DYNIX OR THE CITY THE CITY agrees that all training and procedural materials developed by DYNIX in conjunction with the Licensed Software shall ~ the property of DYNIX. THE CITY further agrees that additions and supplements to the Licensed Software which may ~ developed for THE CITY through the reimbursed or unreimbursed efforts of DYNIX employees or agents shall be the exclusive property of DYNIX. All software Jevdoped by THE CITY acting w.ithout DYNIX shall be the exclusive property of THE CITY. F. PROPRIET AR Y RIGHTS , DYNIX retains for itself, and THE CITY acknowledges that DYNIX so retains, all proprietary rights in and to all designs, engineering details, and other software pertaining to the System, and any and all such Systems. The Licensed Software and the configuration of the Equipment shall ~ deemed to be the trade secrets of DYNIX. THE CITY shall not reverse assemble, reverse compile or translate any portion of the Licensed Software. G. PROTECTION OF PROPRIETARY INFORMATION THE CITY recognizes and agrees that all Software and updates of Licensed Software which are provided to THE CITY: I. are considered by DYNIX to be trade secrets of DYNIX; THE CITY OF SAN MARCOS - PAGE 8 January 17. [994