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ATTACHMENT 2 OpenCounter OPENCOUNTER ENTERPRISES, INC. MASTER SERVICES AGREEMENT This Master Services Agreement("Agreement")is entered into as of December 15, 2015(the"Effective Date")by and between Open Counter Enterprises, Inc.,a Delaware corporation,with principal offices at 25 Taylor Street, San Francisco CA, 94102("OpenCounter")and the City of Pleasanton, California with its principal offices at City of Pleasanton, P.O. Box 52o, Pleasanton, CA 94566("City"). Recitals Whereas,City is an agency or division of state or local government,and wishes to be supplied by OpenCounter with access to certain software-based services provided by City and accessed via the Internet(as further described in an applicable Service Order,the"Hosted Service")and related professional services for its own use and that of persons and/or businesses applying for one or more permits,the issuance of which is within the jurisdiction of City("Permit Applicant(s)");and Whereas, OpenCounter is willing to provide to City Hosted Services and related professional services pursuant to service orders entered into by the parties in a form substantially similar to that set forth in Exhibit A hereto("Statement of Work"),and subject to the terms and subject to the conditions of this Agreement. Now, Therefore, in consideration of the foregoing and the mutual promises made herein,the parties hereto, intending to be legally bound,agree as follows: i. Hosted Service Implementation and Use i. Implementation. OpenCounter shall use its commercially reasonable efforts to perform the Implementation by the Implementation Target Date; provided,however,that City shall cooperate with OpenCounter to carry out all tasks reasonably necessary for Implementation of the Hosted Service, including without limitation providing to OpenCounter all City Content required for the Implementation.OpenCounter shall consult with City and provide assistance as reasonably necessary for City to carry out such tasks. OpenCounter shall notify City in writing when the Hosted Service is available for access and use by City and Permit Applicants ii. Right to Use the Hosted Service. Upon completion of the Implementation, and in consideration of all obligations of City hereunder, including,without limitation,the payment by City of any applicable fees, OpenCounter hereby grants to City, during the Term of this Agreement,a non-exclusive, non-transferable (except as otherwise provided for herein), right and license to access and use the Hosted Service,and to make a reasonable number of copies of and use the Documentation in connection with such use of the Hosted Service. Restrictions on Resale.The foregoing license does not permit City to,and City hereby agrees not to, resell, relicense, re-syndicate or otherwise sublicense the Hosted Service to any third-party,except as may be expressly set forth herein