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5"5)t... 2. are furnished by DYNIX to THE CITY in confidence; and -. 3. contain proprietary and confidential information. DYNIX's placement of a copyright notice on any portion of any LicenSèd Software or any update to such LicenSèd Software will not h<: construed to mean that such portion has been published and will not derogate from any claim that such portion is a trade secret or contains proprietary and confidential Information of DYNIX. THE CITY agrees to hold all such Licensed Software and updates and enbancement,s to the Licensed Software, in confidence at least to the extent that it protects its own similar confidential information and to take all reasonable precautions consistent with general accepted standards in the data processing -~-c industry to safeguard the confidentiality of such information. No portion of any update or enbancement to the Licensed Software may be disclosed, furnished, transferred or otherwise made ' available by THE CITY to any person except to those of its employees who need to use such information in accordance with this Software License. THE CITY agrees to take appropriate action by instruction, agreement and otherwise with its employees to inform them of the trade secret, proprietary. and contìdential nature of the Licensed Software and the updates and enbancements disclosed to THE CITY under this Agœement. and to obtain their compliance with the terms hereof. The obligations of this paragraph will suf\iive the termination of this Agreement. H. ACCESS TO SOURCE CODE Copies of the Licensed Software in machine-readable source code along with necessary documentation for installing, maintaining or modifying the Licensed Software have been deposited with Data Securities International, Inc., of San Diego, California, under a Deposit Agreement ("Escrow Agreement") as set forth in Rider L DYNIX shall maintain in good force for the duration of this Agreement an Escrow Agreement and will not cancel or modify said Escrow Agreement without thirty days notice to THE CITY. Access to the materials in escro'-" is available to THE CITY if it is covered at the time of request by software maintenance according to the terms of the Escrow Agreement In the event DYNIX is declared bankrupt in a final non-appe.alable order of a court of .::ompetentjurisdiction or where essential Sèrvices cannot bt: made available to THE CITY by DYNIX. COD!. the DYNIX User's Group, is. for purposes of the Deposit Agreement Article 2, a Registered Licensee through which THE CITY, as a COD I member in good standing, shall be able to make request for the materials in escrow. In addition, THE CITY may, by paying an annual fee, be eligible to request escrow materials independent of CODI. I. OWNERSHIP OF DATA THE CITY retains for itsdf, and DYNIX acknowledges that THE CITY so retains, ownership and nghts of ownership to all bibliographic, authority, item, patron, and associated transaction records entered into the database or created by the System. DYNIX shall not, without THE CITY's written .::onsent, copy or USè such records. except to carry out contracted work, and will not transfer such records to any other party not involved in the performanet:: of this Agreement. THE CITY shall have the right, without the consent of DYNIX, to extract as THE CITY's property such data using system utilities and at no cost to THE CITY. J. SHARING THE SYSTEM THE CITY may share its system with additional libraries conducting library business, without restriction, provided that THE CITY first secures an agreement from each additional institution to adhere to the terms of the Software License. THE CITY will file a copy of each such agreement with DYNIX before work commences for other institutions. DYNIX may charge its published rates for additional ports, profiling and protìling maintenance if the library sharing the system requires a THE CITY OF SAN MARCOS - PAGE 9 January 17. 1994