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c U s 1 Attachment 1
<br /> CONTINENTAL L
<br /> TAL UTIITY SOLUTIONS, INC.
<br /> CONTINENTAL UTILITY SOLUTIONS, INC.
<br /> SOFTWARE LICENSE AGREEMENT
<br /> THIS SOFTWARE LICENSE AGREEMENT "Agreement is made as of March 19, 2010, 2010 (the "Effective Date by and between CONTINENTAL
<br /> UTILITY SOLUTIONS, INC., a Delaware corporation with offices at 300 South Church Street, Suite 200, Jonesboro, Arkansas 72401 "CUSI and the party
<br /> identified below (the "Licensee
<br /> Licensee Contact Information:
<br /> Name: City of Pleasanton Contact: Nelson Fialho
<br /> Address: 3333 Busch Road Title: City Manager
<br /> P.O. Box 520 Phone: (925)931 -5509
<br /> Pleasanton, California Fax: (925)931 -5595
<br /> 94566 -0802
<br /> Licensee desires to obtain a license to use in its own business operations certain proprietary software of CUSI. This Agreement sets forth the terms and
<br /> conditions under which CUSI will provide to Licensee the Licensed Software, as well as related Technical Support Services.
<br /> 1. DEFINITIONS. As used in the Agreement or in any Exhibit hereto: Agreement, the parties shall execute a mutually agreed upon written
<br /> Sales Order. No additional terms of an order submitted by Licensee or
<br /> 1.1 "Client Access License" means a license to enable a single terms of such an order that are inconsistent with the terms of this
<br /> workstation to connect to the Licensed Software as a client. Agreement will be binding on CUSI unless CUSI expressly agrees to the
<br /> 1.2 "Confidential Information" means all trade secrets, business applicability of such terms in writing signed by an authorized officer of
<br /> and financial information, computer software and documentation, CUSI.
<br /> machine and operator instructions, business methods, procedures, 2.3 Restrictions On Use. Licensee acknowledges that the
<br /> know -how, and other information that relates to the business or Licensed Software and its structure, organization, and source code
<br /> technology of either party. constitute valuable trade secrets of CUSI and its suppliers. Except as
<br /> 1.3 "Documentation" means the user guides, manuals and expressly permitted by this Agreement, Licensee agrees that Licensee
<br /> associated documentation provided to Licensee along with the Licensed shall not, and shall not permit any third party, to: (a) reproduce, modify,
<br /> Software. adapt, alter, translate, or create derivative works of the Licensed
<br /> Software or the Documentation; (b) sublicense, distribute, sell, use for
<br /> 1.4 "Fees" means, collectively, the license fees and Technical service bureau use, lease, rent, loan, or otherwise transfer the Licensed
<br /> Support Services fees. Software or the Documentation to any third art
<br /> y party; (c) reverse engineer,
<br /> 1.5 "Licensed Software" means CUSI's computer software decompile, disassemble, or otherwise attempt to derive the source code
<br /> program Utility Management Solution.NET (UMS.NET), a customer for the Licensed Software; (d) remove, alter, cover or obfuscate any
<br /> information system and billing application for the management of copyright notices or other proprietary rights notices included in the
<br /> customers, metered services and physical assets associated with a Licensed Software; or (e) otherwise use or copy the Licensed Software
<br /> utility, any modules, add -ons or interfaces, and any modified, updated or except as expressly permitted under Section 2.1.
<br /> enhanced versions of such programs that CUSI may provide to Licensee 2.4 Reservation of Rights. As between the parties, the Licensed
<br /> pursuant to the Technical Support Services. Software and Documentation, and all worldwide intellectual property
<br /> 1.6 "Sales Order" means collectively the documents documenting rights therein, are the exclusive property of CUSI and its licensors. All
<br /> the Licensed Software and services purchased by Licensee from time to rights in and to the Licensed Software not expressly granted to Licensee
<br /> time. in this Agreement are reserved by CUSI and its licensors. CUSI shall
<br /> have the unrestricted right to use or act upon any suggestions, ideas,
<br /> 1.7 "Service Location" means the location or delivery point to enhancement requests, feedback, recommendations or other information
<br /> which a metered service is provided by Licensee that is managed by the provided by Licensee or any other party relating to the Licensed
<br /> Licensed Software. Software to the extent it does not constitute Confidential Information of
<br /> 1.8 "Site(s)" means the physical location(s) at which Licensee is Licensee.
<br /> entitled to use the Licensed Software. 3. DELIVERY, ACCEPTANCE AND INSTALLATION. CUSI will deliver
<br /> 1.9 "Technical Support Services" means those technical support the Licensed Software to Licensee as mutually agreed to by the parties.
<br /> and application maintenance services provided by CUSI to Licensee with Unless otherwise agreed to by the parties in a separate professional
<br /> respect to the Licensed Software. services agreement, Licensee will be solely responsible for installing and
<br /> integrating the Licensed Software on its computers and with its systems
<br /> 2. LICENSE GRANT AND OTHER RIGHTS. as permitted under this Agreement. The Licensed Software will be
<br /> 2.1 Software License Grant. Subject to the terms and conditions deemed accepted upon delivery.
<br /> of this Agreement, CUSI grants to Licensee a perpetual, non exclusive, 4. TECHNICAL SUPPORT SERVICES. Subject to Licensee's
<br /> non transferable license to: (a) install and use the Licensed Software in payment of all applicable Technical Support Service fees, CUSI shall
<br /> executable form only on Licensee's servers and workstations at the provide Licensee with those Technical Support Services described in
<br /> Site(s), only for Licensee's internal business purposes, and subject to the ExhibitA attached hereto for the Licensed Software.
<br /> number of Service Locations and Client Access Licenses specified in the
<br /> Sales Order; (b) make one (1) copy of the Licensed Software solely for 5. TRAINING SERVICES CUSI will provide the training services
<br /> backup or archival purposes; and (c) copy and reproduce the defined in the applicable Sales Order. Licensee will be invoiced
<br /> Documentation provided to Licensee solely for the purposes of separately for any travel related expenses incurred by CUSI employees
<br /> facilitating Licensee's use of the Licensed Software. in connection with any such training services.
<br /> 2.2 Additional Client Access Licenses and Service Locations. 6. FEES AND PAYMENT.
<br /> If Licensee wishes to order additional Client Access Licenses or licenses 6.1 Fees. Alt Fees are specified in the original Sales Order and
<br /> for Service Locations in addition to the licenses granted in this any subsequent Sales Orders executed by both parties.
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