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BUSINESS RECORDS CORPORATION SOFTWARE LICENSE AGREEMENT THIS lICENSE, dated September 28. 1992. is by and between Business Records Corporation, a Delaware corporation ("BRC"), having a principal place at 1111 W. Mockingbird lane, Suite 1400, Dallas, Texas 75247 and TheCitvofSanMarcos. a Municipal Corporation ("licensee"), having a principal place of business at 830 E. Hopkins. San Marcos. Texas 78888. BRC and licensee agree as follows: A. Definitions. 1. "Licensed Programs" means each c~ter program listed on Attachment A-1 and each copy, update or modification of all or any part of the licensed Programs delivered to or made by the licensee in accordance with the provisions of this License. 2. "Support Docunentation" means any diagrams, manuals, instructions, and other similar materials, and any copies of any of the foregoing, related to the licensed Programs and delivered to the licensee in accordance with the provisions of this license. 3. "Designated Machine" means the c~ter equipment listed on Attachment A-2, or any substituted or backup equipment designated in writing by the licensee and approved in writing by BRC. 4. "Designated Site" means the location controlled by Licensee and listed on Attachment A-2, or any substituted location designated in writing by the licensee and approved in writing by BRC. 5. "Confidential Information" means all of the Licensed Programs and Support Docunentation, except any part which: (a) is or becomes publicly available through no act or failure to act of the licensee or agents of the licensee; (b) was or is rightfully learned by the licensee from a source other than BRC, before being received from BRC; or (c) becomes independently available to the licensee as a matter of right from a third party. 6. "Updates" means those corrections, changes and i~rovements which BRC shall market to the public from time to time to correct deficiencies of, or to i~rove, the licensed Programs or their operation and which are made a part of the licensed Programs by BRC in future licensing. 7. "Enhancements" means additions to the Licensed Programs or their operation, which extend their capabilities and functions, and which are offered to licensee for an additional fee. B. License Grant. 1. Scope of Rights. Subject to the restrictions set forth in this License, BRC hereby grants to Licensee a nontransferable and nonexclusive license to: (a) use the licensed Programs but only in machine-readable form on the Designated Machine, and at the Designated Site (for purposed of this paragraph B.1(a) "use" means load, execute, store or display); (b) use the Support Docunentation, but only as required to exercise the license granted by B.1(a): and (c) have no more than one (1) backup copy of the licensed Programs, which shall be supplied to licensee by BRC. 2. No Modification or Merging. Licensee shall not translate, update or modify the Licensed Programs, or merge the licensed Programs into other software, except as may be necessary to incorporate Updated delivered to licensee by BRC pursuant to Subsection c.s below. 3. Title. Li censee acknowledges that title to all intellectual property rights, including pat~nt, trademark, copyright and trade secret rights, in, and title to all ownership rights in all copies of and all media bearing the licensed Programs and Support Documentation, shall be retained by BRC. 4. Non-Assignment. The licensee may not, without BRC's prior written consent, assign, delegate, subl icense, pledge or otherwise transfer this license, or any of its right or obligations under this license, to any party. C . Delivery. 1. Materials. Fonn. Time. Subject to conditions beyond its reasonable control, BRC shall deliver two (2) copies i:l the licensed Programs in machine-readable object code and related Support Docunentation to licensee within thirty (30) days after execution by BRC and licensee of this License. BRC shall bear the cost of such delivery.